GOVERNANCE

Director Compensation

Director Compensation for Fiscal 2017

The following table details the total compensation earned by our Directors in fiscal 2017, other than Mr. Donald who is a Named Executive Officer. Mr. Donald’s compensation is reflected in the “Summary Compensation Table,” which follows the Compensation Discussion and Analysis. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.

  Name


Fees Earned or
Paid in Cash⁽¹⁾
($)


Stock
Awards⁽²⁾⁽³⁾
($)


All Other
Compensation⁽⁴⁾
($)


  Total
($)

  Micky Arison⁽⁵⁾



1,000,000



—



109,951



1,109,951

  Sir Jonathon Band



110,000

⁽⁶⁾



159,994



8,201



278,195

  Jason Glen Cahilly⁽⁷⁾



27,500



—



—



27,500

  Helen Deeble



110,000



159,994



595



270,589

  Richard J. Glasier



140,000



159,994



5,973



305,967

  Debra Kelly-Ennis



110,000



159,994



10,561



280,555

  Sir John Parker



140,000



159,994



1,189



301,183

  Stuart Subotnick



137,500



159,994



—



297,494

  Laura Weil



110,000



159,994



—



269,994

  Randall J. Weisenburger



152,500



159,994



2,794



315,288

(1)
Refer to the ~~non-executive director compensation program:~~
~~Eliminated all board and committee meeting attendance fees;~~
~~Eliminated all committee member retainers;~~
~~Increased committee chair retainers as follows:~~
Ø
~~Audit, Compensation and HESS Committees chairs retainer increased from $23,000 to $30,000, and~~table above describing the Chair of the Board Committees.
(2)
Ø
~~Nominating & Governance Committees chair retainer increased from $10,000 to $15,000;~~
~~Increased~~No stock option grants were made in fiscal 2017. Represents the ~~annual retainer from $40,000 to $110,000; and~~
~~Increased~~grant date fair value, assuming no risk of forfeiture of the ~~Presiding Director retainer from $20,000 to $25,000.~~
~~Non-executive directors receive payment~~grants, of their earned retainer and meeting fees in quarterly installments. Annual retainers are pro-rated so that adjustments can be made during the year. Unearned portions of cash retainers are forfeited upon termination of service.
Non-executive directors receive annual share grants under the Carnival Corporation 2011 Stock Plan. In April 2014, the non-executive directors received grants with a dollar value equal to $120,000. As a result, a grant of 3,215 Carnival Corporation restricted shares ~~was made to~~granted in fiscal 2017, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). In April 2017, each ~~non-executive director re-elected on April 17, 2014~~of theNon-Executive Directors received a grant of 2,709 restricted shares based on the closing price of a share on April 6, 2017, the ~~date~~ day after they werere-elected, of ~~$37.32. It is anticipated that the non-executive~~
directors re-elected at the April 2015 shareholders meeting will be awarded an annual share grant with a dollar value equal to $160,000, which increased amount was determined based upon the analysis and recommendations provided by FWC.
~~Grants under the Carnival Corporation 2011 Stock Plan are released from restriction~~$59.06. The restricted shares granted in 2017 vest on the third anniversary of the grant ~~date (and~~date. The restricted shares granted toNon- Executive Directors also vest in full upon the death or disability of the Director, and continue to vest in accordance with the original vesting schedule and are not ~~forfeitable provided the director has~~forfeited if a Director ceases to be a Director for any other reason after having served as a Director for at least ~~a full year). Grants~~one year. All of the Directors who received grants served for all of fiscal 2017.
(3)
The aggregate number of Carnival Corporation and Carnival plc restricted shares ~~have~~outstanding at November 30, 2017 are as follows:
  Name
  Unvested Restricted
Shares
  Micky Arison
0
  Sir Jonathon Band
9,180
  Jason Glen Cahilly
—
  Helen Deeble
2,709
  Richard J. Glasier
9,180
  Debra Kelly-Ennis
9,180
  Sir John Parker
9,180
  Stuart Subotnick
9,180
  Laura Weil
9,180
  Randall J. Weisenburger
9,180
(4)
Benefits provided to Mr. Arison include private medical health insurance costs ($53,093), driver and security ($20,612), automobile lease ($12,010), personal use of the Aircraft (defined below) ($12,285) and the following other benefits: accidental death or dismemberment insurance premiums, disability insurance premiums, life insurance premiums, automobile repairs and expenses and the opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares ($11,951). For theNon-Executive Directors, benefits represent reimbursement of expenses associated with spousal or partner travel and taxgross-ups for the spousal or partner travel.
(5)
Represents compensation for Mr. Arison’s service as Executive Chairman.
(6)
Exclusive of value-added tax.
(7)
Mr. Cahilly was appointed to the Boards in July 2017.
28      Carnival Corporation & plc 2018 Proxy Statement
GOVERNANCE
Related Person Transactions
The following policies also apply to ourNon-Executive Directors:
•
Stock Ownership Policy. The stock ownership policy forNon-Executive Directors provides that allNon-Executive Directors are required to own shares (inclusive of unvested restricted shares, restricted stock units (“RSUs) and shares in a trust beneficially owned by the Director) of either Carnival Corporation common stock or Carnival plc ordinary shares with a value equal to four times the cash retainer. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. Other than Helen Deeble who was initially elected in 2017 and Mr. Cahilly who is proposed for election at the 2018 Annual Meetings, each of theNon-Executive Directors elected has achieved this Board-mandated requirement.
•
Product Familiarization. AllNon-Executive Directors are encouraged to take a cruise for up to 14 days per year for product familiarization and pay a fare of $35 per day for such cruises. In addition, guests traveling with theNon-Executive Director in the same ~~rights~~stateroom are charged a fare of $35 per day. All other charges associated with ~~respect to dividends~~the cruise (e.g., air fares, fuel supplements, fees, taxes and other ~~distributions as all other outstanding~~charges, gratuities, ground transfers and tours) are the responsibility of theNon-Executive Director.
Carnival plc
Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 2017 forNon-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement.
RELATED PERSON TRANSACTIONS
Review and Approval of Transactions with Related Persons
Consistent with our written policies and procedures, it is our practice to review all relationships and transactions in which Carnival Corporation or Carnival plc is a participant and in which our Directors, nominees and executive officers or their immediate family members have an interest in order to determine whether such persons have a direct or indirect material interest. Our Legal and Global Accounting and Reporting Services Departments are primarily responsible for the development and implementation of processes and controls to obtain information from the Directors, nominees and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions in which the amount involved exceeds $120,000 in which Carnival Corporation & plc was or is to be a participant and a related person had or will have a direct or indirect material interest are disclosed in this Proxy Statement.
In addition, in accordance with our Schedule of Matters Reserved to the Boards and their Committees for their Decision, the Boards review and approve or ratify any related person transaction involving:
a Director, regardless of the amount; and
aNon-Director executive officer with an aggregate value in excess of $50,000.
In the course of their review and approval or ratification of a related person transaction, the Boards may consider factors as follows:
the nature of the related person’s interest in the transaction;
the material terms of the transaction, including, without limitation, the amount and type of transaction;
Carnival Corporation & plc 2018 Proxy Statement
29
GOVERNANCE
Related Person Transactions
the importance of the transaction to the related person;
the importance of the transaction to Carnival Corporation & plc;
whether the transaction would impair the judgment of a Director or executive officer to act in our best interest; and
any other matters the Boards deem appropriate.
Any member of the Boards who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such Director may be counted in determining the presence of a quorum at a meeting of the Board that considers the transaction.
Transactions with Related Persons
Transactions with Micky Arison. Micky Arison, our Chairman, is also the Chairman, President and the indirect sole shareholder of FBA II, Inc., the general partner of Miami Heat Limited Partnership (“MHLP”), the owner of the Miami Heat, a professional basketball team. He is also the indirect shareholder of Basketball Properties, Inc., the general partner of Basketball Properties, Ltd. (“BPL”), which is the manager and operator of the American Airlines Arena. Pursuant to a three-year advertising and promotion agreement between Carnival Cruise Line, MHLP and BPL, Carnival Cruise Line paid $523,000 during fiscal 2017. Carnival Cruise Line also paid $206,000 during fiscal 2017 forin-game promotions to publicize Carnival Cruise Line during Miami Heat games.
In August 2015, Carnival Corporation entered into the following agreements:
a nonexclusive Aircraft Lease Agreement with an owner trustee under a trust agreement with AD Astra I, LLC (the “Lease Agreement”); and
a Services Agreement with AFO, LLC (the “Services Agreement” and together with the Services Agreement, the “Aircraft Agreements”).
Both AD Astra I, LLC and AFO, LLC are companies directly or indirectly controlled by a trust of which Mr. Arison is a beneficiary.
Under the terms of the Lease Agreement, Carnival Corporation leases an aircraft owned by AD Astra I, LLC for additional flight capacity fromtime-to-time in exchange for an hourly rent of $4,500 plus applicable taxes, which is based on market charter rates for similar aircraft as adjusted for costs of operations borne by Carnival Corporation (i.e., fuel, crew costs and line maintenance during its operation of the aircraft) and hourly service plan expenses.
Under the terms of the Service Agreement, Carnival Corporation provides aircraft management services to AFO, LLC with respect to the aircraft, including overseeing its operation, maintenance, and staffing, and will be paid an annual fee of $216,000 (which is based on market rates for similar arrangements) (the “Service Fee”). In addition, Carnival Corporation will be reimbursed for operating, maintenance and personnel costs and related third party costs incurred in connection with the services (“Service Costs”). The terms of the Aircraft Agreements are one year and renew automatically forone-year periods, unless terminated sooner by either party upon 30 days’ written notice.
During fiscal 2017, Carnival Corporation paid AD Astra I, LLC $980,000 under the Lease Agreement, and AFO, LLC paid Carnival Corporation $216,000 for the Service Fee and reimbursed Carnival Corporation $2,165,000 for the Service Costs.
The Boards have reviewed and approved or ratified these transactions.
30      Carnival Corporation & plc 2018 Proxy Statement
SHARE OWNERSHIP
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Directors and Executive Officers
Set forth below is information concerning the share ownership as of January 18, 2018 of:
each of our Directors;
each individual named in the “Summary Compensation Table” which appears elsewhere in this Proxy Statement; and
all Directors and executive officers as a group.
The number of shares beneficially owned by each entity, person, Director or executive officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual would have the right to acquire as of March 18, 2018 (being 60 days after January 18, 2018) through the vesting of RSUs.
  Name and Address of
  Beneficial Owners or
  Identity of Group⁽¹⁾

Amount and Nature of
Beneficial Ownership of
Carnival Corporation
Common Stock*

Percentage of
Carnival
Corporation
Common Stock

Amount and
Nature of
Beneficial
Ownership of
Carnival plc
Ordinary
Shares

Percentage of
Carnival plc
Ordinary
Shares

Percentage of
Combined
Voting
Power**

Micky Arison

126,136,034

⁽²⁾⁽³⁾

23.6

%

0

—

17.6

%

Sir Jonathon Band

17,071

*

**

0

—

*

**

Jason Glen Cahilly

0

—

0

—

—

David Bernstein

23,008

⁽⁴⁾

*

**

0

—

*

**

Helen Deeble

2,709

*

**

0

—

*

**

Arnold W. Donald

469,253

⁽⁴⁾⁽⁵⁾

*

**

0

—

*

**

Richard J. Glasier

24,525

*

**

0

—

*

**

Stein Kruse

47,667

⁽⁴⁾

*

**

4,110

*

**

*

**

Debra Kelly-Ennis

21,356

*

**

0

—

*

**

Sir John Parker

22,981

*

**

10,004

⁽⁶⁾

*

**

*

**

Arnaldo Perez

45,026

⁽⁴⁾⁽⁷⁾

*

**

0

—

*

**

Stuart Subotnick

43,778

*

**

0

—

*

**

Michael Thamm

0

—

65,219

⁽⁴⁾

*

**

*

**

Laura Weil

40,762

*

**

0

—

*

**

Randall J. Weisenburger

95,080

*

**

0

—

*

**

All Directors and executive officers as a group (15 persons)

126,989,250

23.8

%

79,405

*

**

17.7

%

*
As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of the Cayman Islands. Trust shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation distributed such trust shares by way of a dividend to holders of shares of Carnival Corporation common stock. ~~Generally, non-executive directors~~Under a pairing agreement, the trust shares of beneficial interest in the Trust are paired with, and evidenced by, certificates representing shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will ~~receive their annual grants initially upon their election to the boards and subsequently~~be issued at the same time to such person. Each share of ~~their annual re-election to~~Carnival Corporation common stock and the ~~boards.~~
~~Director Compensation for Fiscal 2014~~
paired trust share may not be transferred separately. The following table details the total compensation earned by our non-executive directors in fiscal 2014. Compensation for our executive director who is a named executive officer, Mr. Donald, is reflected in the section entitled “Summary Compensation Table,” which follows the Compensation DiscussionCarnival Corporation common stock and ~~Analysis. Board members who are employed by us do not receive additional compensation for their services as a member of the boards of directors.~~

Name
   Fees Earned or
Paid in
Cash⁽¹⁾
($) Stock
Awards⁽²⁾⁽³⁾
($)    All Other
Compensation⁽⁴⁾
($)    Total
($)
Sir Jonathon Band
   85,000 ⁽⁵⁾ 119,984       16,454       221,438
Howard S. Frank⁽⁶⁾
   —      —         69,495       69,495
Richard J. Glasier
   142,500    119,984       11,329       273,813
Debra Kelly-Ennis
   83,000    119,984       9,287       212,271
Sir John Parker
   114,250    119,984       3,697       237,931
Stuart Subotnick
   128,750    119,984       4,555       253,289
Laura Weil
   113,250    119,984       —         233,234
Randall J. Weisenburger
   140,250    119,984       4,555       264,789
~~(1)~~
~~Refer to the table above describing the board committee membership.~~
~~(2)~~
No stock option grants were made in fiscal 2014. Represents the grant date fair value, assuming no risk of forfeiture of the grants of Carnival Corporation restricted shares granted in fiscal 2014, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). In April 2014, each of the non-executive directors received a grant of 3,215 restricted shares based on the closing price of a share on April 17, 2014, the date they were re-elected, of $37.32. The restricted shares granted in 2014 vest on the third anniversary of the grant date. The restricted shares granted to non-executive directors also vest in full upon the death or disability of the director, and continue to vest in accordance with the original vesting schedule and are not forfeited if a director ceases to be a director for any other reason after having served as a director for at least one year. All of the directors who received grants served for all of fiscal 2014.
~~(3)~~
~~The aggregate number of Carnival Corporation and Carnival plc restricted shares, RSUs and options (all of which are exercisable) outstanding at November 30, 2014 are as follows:~~

Name
   Unvested Restricted
Shares    Unvested RSUs    Unexercised Options
Sir Jonathon Band
   10,666       0       0
Howard S. Frank
   127,522       0       0
Richard J. Glasier
   10,666       0       20,000
Debra Kelly-Ennis
   3,215       7,451       0
Sir John Parker
   10,666       0       0
Stuart Subotnick
   10,666       0       0
Laura Weil
   10,666       0       0
Randall J. Weisenburger
   10,666       0       0
~~(4)~~
Represents reimbursement of expenses associated with spousal or partner travel and the incremental cost of cruise benefits. For Mr. Frank, also includes the cost of a watch given to him upon his retirement and the incremental cost of private medical/health insurance costs and premiums for Mr. Frank and his spouse.
~~(5)~~
~~Exclusive of value added tax.~~
~~(6)~~
~~Mr. Frank was not nominated for re-election at the April 2014 annual general meeting. As a result, his term ended on April 17, 2014.~~
~~The following policies also apply to our non-executive directors:~~ Carnival Corporation & plc 2018 Proxy Statement

•
~~Stock Ownership Policy~~~~. The stock ownership policy for non-executive directors was amended~~
31
SHARE OWNERSHIP
Share Ownership of Certain Beneficial Owners and Management
the trust shares (including the beneficial interest in 2014 to provide that all non-executive directors are required to own shares (inclusive of unvested restricted shares, RSUs and shares in a trust beneficially owned by the director) of either Carnival Corporation common stock or Carnival plc ordinary shares with a value equal to four times the cash retainer. New directors must achieve this requirement no later than five years from the date of their initial election to the boards by the shareholders. Each of the non-executive directors has already achieved this board-mandated requirement.
•
~~Product Familiarization~~. All non-executive directors are encouraged to take a cruise for up to 14 days per year for product familiarization and pay a fare of $35 per day for such cruises. In addition, guests traveling with the non-executive director in the same stateroom are charged a fare of $35 per day. All other charges associated with the cruise (e.g., air fares, fuel supplements, fees, taxes and other charges, hotel service charges, ground transfers and tours) are the responsibility of the non-executive director.
~~Carnival plc~~
~~Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 2014 for non-executive directors is included in Part II of~~ the Carnival plc ~~Directors’ Remuneration Report, which~~special voting share) are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is ~~attached as Annex B~~also deemed to ~~this proxy statement.~~be the beneficial owner of an equivalent number of trust shares.
**
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~and~~
~~CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT –PART I~~
~~INTRODUCTION~~
As a result of the DLC arrangement, on most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, ~~are separate legal entities (together referred~~the shareholders of both companies effectively vote together as a single decision-making body. Combined voting is accomplished through the special voting shares that have been issued by each company.
***
Less than one percent.
(1)
The address of each individual is 3655 N.W. 87 Avenue, Miami, Florida 33178.
(2)
Mr. Arison is a member of the Arison Group (defined below), which has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group. For information on the share ownership of other members of the Arison Group, see “Principal Shareholders” table below.
(3)
Includes (i) 4,934,166 shares of common stock held by the various Arison family trusts, (ii) 85,736,445 shares of common stock held by MA 1994 B Shares, L.P. and (iii) 35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison. Mr. Arison does not have an economic interest in ~~this report as “Carnival~~the shares of common stock held by Artsfare 2005 Trust No. 2.
(4)
Includes PBS grants scheduled to be released February 13, 2018. The executive officer will also receive additional shares at the time of vesting to take into account dividend reinvestment during the period.
(5)
Includes 381,725 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98.
(6)
Includes 7,000 shares held by Barclays Wealth on behalf of Barnett Waddingham Trustees Ltd., the trustee for Sir John Parker’s Fixed Unapproved Restricted Retirement Scheme.
(7)
Includes 25,306 shares held by The Arnaldo Perez Trust U/A/D 3/18/2014.
Principal Owners
Set forth below is information concerning the share ownership of as of January 18, 2018:
all persons known by us to be the beneficial owners of more than 5% of the 534,171,562 shares of Carnival Corporation common stock and trust shares of beneficial interest in the P&O Princess Special Voting Trust outstanding; and
all persons known by us to be the beneficial owners of more than 5% of the 209,345,279 ordinary shares of Carnival plc outstanding, 26,016,594 of which are directly or indirectly owned by Carnival Corporation and have no voting rights.
Micky Arison, Chairman of the Board of each of Carnival Corporation and Carnival plc, certain other members of the Arison family and trusts for their benefit (collectively, the “Arison Group”), beneficially own shares representing approximately 28.0% of the voting power of Carnival Corporation and approximately 20.9% of the combined voting power of Carnival Corporation & plc and have informed us that they intend to cause all such shares to be voted in favor of Proposals 1 through 19. The table below begins with the ownership of the Arison Group.
32      Carnival Corporation & ~~plc”~~plc 2018 Proxy Statement
SHARE OWNERSHIP
Share Ownership of Certain Beneficial Owners and Management
   Name and Address of Beneficial
   Owners or Identity of Group⁽¹⁾

Amount and Nature of
Beneficial Ownership of
Carnival Corporation
Common Stock*

Percentage of
Carnival
Corporation
Common Stock

Amount and
Nature of
Beneficial
Ownership of
Carnival plc
Ordinary
Shares

Percentage of
Carnival plc
Ordinary
Shares

Percentage of
Combined
Voting
Power**

MA 1994 B Shares, L.P.

85,736,445

⁽²⁾⁽³⁾

16.0

%

0

—

11.9

%

MA 1994 B Shares, Inc.

85,736,445

⁽²⁾⁽³⁾

16.0

%

0

—

11.9

%

Artsfare 2005 Trust No. 2
c/o SunTrust Delaware Trust Company
1011 Centre Road,
Suite 108
Wilmington, DE 19805

35,465,423

⁽²⁾⁽⁵⁾

6.6

%

0

—

4.9

%

Verus Protector, LLC
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134

35,465,423

⁽²⁾⁽⁴⁾

6.6

%

0

—

4.9

%

Richard L. Kohan
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134

126,138,034

^(2)(5)(11)

23.6

%

0

—

17.6

%

MBA I, L.P.
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805

900,000

⁽²⁾⁽⁶⁾

*

**

0

—

*

**

Artsfare 2003 Trust
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805

2,115,507

^{(2)(6)(7)(12)}

*

**

0

—

*

**

TAMMS Management Corporation
SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805

32,439

^(2)(7)(12)

*

**

0

—

*

**

James M. Dubin
Madison Place Partners, LLC
One Madison Place
Harrison, NY 10528

90,671,611

^(2)(8)(10)

17.0

%

0

—

12.6

%

JMD Delaware, LLC

87,419,457

^(2)(8)(10)

16.4

%

0

—

12.1

%

Nickel 2015-94 B Trust
1313 North Market Street
Suite 5300
Wilmington, DE 19801

85,736,445

⁽²⁾⁽³⁾

16.0

%

0

—

11.9

%

SunTrust Delaware Trust Company
1011 Centre Road, Suite 108
Wilmington, DE 19805

36,015,423

⁽²⁾⁽⁹⁾

6.7

%

0

—

5.0

%

KLR, LLC
Two Alhambra Plaza, Suite 1040
Coral Gables, FL 33134

87,419,457

^(2)(11)

16.4

%

0

—

12.1

%

BlackRock, Inc.
55 East 52^nd Street
New York, NY 10022

28,278,850

⁽¹³⁾

5.3

%

17,008,820

⁽¹⁴⁾

8.1

%

6.3

%

Causeway Capital Management LLC
11111 Santa Monica Boulevard
Los Angeles, CA 90025

0

—

11,154,323

⁽¹⁵⁾

5.3

%

1.6

%
*, ** and *** have the same meanings as indicated in the table above.
(1)
The address unless otherwise noted is 1201 North Market Street, Wilmington, DE 19899.
(2)
The Arison Group has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group.
(3)
MA 1994 B Shares, L.P. (“MA 1994, L.P.”) ~~and each company has its own board~~owns 85,736,445 shares of ~~directors and Compensation Committee. However, as~~common stock. The general partner of MA 1994, L.P. is ~~required~~MA 1994 B Shares, Inc. (“MA 1994, Inc.”), which is wholly-owned by the ~~agreements governing~~Nickel 2015-94 B Trust, a trust established for the ~~dual listed company (“DLC”) arrangement, the boards~~benefit of ~~directors~~Mr. Arison and members of his family (the “B Trust”). The sole limited partner of MA 1994, L.P. is the ~~committees~~B Trust. Under the terms of the ~~boards,~~instrument governing the B Trust, Mr. Arison has the sole right to vote and direct the sale of the common stock indirectly held by the B Trust. By virtue of the limited partnership agreement of MA 1994, L.P., MA 1994, Inc. may be deemed to beneficially own all such 85,736,445 shares of common stock. By virtue of the B Trust being the sole stockholder of MA 1994, Inc., the B Trust may be deemed to beneficially own all such 85,736,445 shares of common stock. By virtue of Mr. Arison’s interest in the B Trust and the B Trust’s interest in MA 1994, L.P., Mr. Arison may be deemed to beneficially own all such 85,736,445 shares of common stock. The administrative trustee of the B Trust is the Northern Trust Company of Delaware.
Carnival Corporation & plc 2018 Proxy Statement
33
SHARE OWNERSHIP
Section 16(a) Beneficial Ownership Reporting Compliance
(4)
Verus Protector, LLC is the protector of Artsfare 2005 Trust No. 2. Verus Protector, LLC has shared voting and dispositive power with respect to the shares of common stock held by Artsfare 2005 Trust No. 2.
(5)
By virtue of being the sole member of Verus Protector, LLC, the sole member of KLR, LLC and a trustee of various Arison family trusts, Mr. Richard L. Kohan may be deemed to own the aggregate of 126,136,034 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership. Mr. Kohan owns 1,000 shares of common stock directly and owns 1,000 shares of common stock indirectly by virtue of such shares owned by Mr. Kohan’s wife.
(6)
MBA I, L.P. (“MBA I”) owns 900,000 shares of common stock. The Artsfare 2003 Trust owns a controlling interest in MBA I; therefore, the Artsfare 2003 Trust is deemed to beneficially own all such 900,000 shares of common stock.
(7)
TAMMS Management Corporation (“TAMMS Corp.”) holds 32,439 shares of common stock. TAMMS Corp. is wholly-owned by the Artsfare 2003 Trust.
(8)
By virtue of being the sole member of JMD Delaware, LLC and trustee of various Arison family trusts, Mr. Dubin may be deemed to own the aggregate of 90,670,611 shares of common stock beneficially owned by such entities, as to which he disclaims beneficial ownership. Mr. Dubin owns 1,000 shares of common stock directly.
(9)
SunTrust Delaware Trust Company acts as trustee for the Artsfare 2005 Trust No. 2 and the Dozer Trust.
(10)
JMD Delaware, LLC is a Delaware limited liability company wholly owned by Mr. James Dubin. JMD Delaware, LLC acts as an investment and distribution advisor of various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.
(11)
KLR, LLC is a Delaware limited liability company wholly owned by Mr. Richard L. Kohan. KLR, LLC acts as an investment and distribution advisor for various Arison family trusts and has shared dispositive power over the shares of common stock held by certain of such trusts.
(12)
The Artsfare 2003 Trust owns a controlling interest in MBA 1 (see Note 6 above) and is the sole shareholder of TAMMS Corp., (see Note 7 above). By virtue of its controlling interest in MBA I, the Artsfare 2003 Trust is deemed to beneficially own 900,000 shares of common stock held directly by MBA I and by virtue of its ownership of TAMMS Corp., the Artsfare 2003 Trust is deemed to beneficially own 32,439 shares of common stock.
(13)
As reflected in Schedule 13G, filed on January 30, 2017 with the SEC. Blackrock, Inc. reported sole voting power over 23,379,365 shares of common stock and sole dispositive power over 28,209,108 shares of common stock.
(14)
As reflected in Schedule 13G, filed on January 27, 2017 with the SEC. Blackrock, Inc. reported sole voting power over 13,414,706 ordinary shares, sole dispositive power over 17,007,498 ordinary shares and shared voting and dispositive power over 1,322 ordinary shares.
(15)
As reflected in a separate Schedule 13G filed on February 14, 2017, with the SEC, Causeway Capital Management LLC reported sole voting power over 9,196,018 ordinary shares and sole dispositive power over 11,154, 323 ordinary shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3, 4 and 5 and amendments thereto furnished to Carnival Corporation and Carnival plc during and with respect to their most recent fiscal year and upon written representations from persons known to us to be subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “reporting person”), all reporting persons filed on a timely basis reports required by Section 16(a) of the Exchange Act during and with respect to the year ended November 30, 2017.
34      Carnival Corporation & plc 2018 Proxy Statement
COMPENSATION
PROPOSAL 12
ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and pursuant to Section 14A of the Exchange Act, our shareholders are being provided with the opportunity to cast an advisory (non-binding) vote to approve our executive compensation. We refer to this vote as the “say-on-pay” vote. Although this vote is advisory and is not binding on the Boards, the Compensation Committees will take into account the outcome of the vote when considering future executive compensation decisions.
The “say-on-pay” vote is required to be offered to our shareholders at least once every three years. In 2017, our Boards recommended that we provide shareholders with the opportunity to cast their “say-on-pay” vote each year and our shareholders agreed. As a result, the next “say-on-pay” vote is expected to occur at the 2019 Annual Meetings.
The Boards are committed to corporate governance best practices and recognize the significant interest of shareholders in executive compensation matters. The Compensation Committees seek to balance short-term and long-term compensation opportunities to enable Carnival Corporation and Carnival plc to meet short-term objectives while continuing to produce value for their shareholders over the long-term. They also promote a compensation program designed to attract, motivate and retain key executives. As discussed in the Compensation Discussion and Analysis, the Compensation Committees believe that our current executive compensation program directly links executive compensation to our performance and aligns the interests of our Named Executive Officers with those of our shareholders. For example:
Our compensation philosophy places more emphasis on variable elements of compensation (such as annual bonuses and equity-based compensation) than fixed remuneration.
In accordance with the Compensation Committees’ focus on long-term shareholder return, they approved performance-based share grants for our Named Executive Officers which vest based upon the extent to which certain pre-grant or post-grant performance criterion are attained. These grants also have maximum payout limitations. Performance criterion may include annual operating income, return on invested capital (“ROIC”), absolute total shareholder return (“TSR”) and/or TSR rank relative to the 2017 Peer Group (defined below).
To further promote long-term shareholder alignment, we require our Named Executive Officers to meet and maintain stock ownership requirements.
The Compensation Committees review the position of each element of total direct compensation relative to the competitive market, and use the range of total direct compensation levels in the competitive market to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by the competitive market to their named executive officers.
Carnival Corporation & plc does not offer U.S. executives excise tax gross-up protections.
We encourage you to read our Compensation Discussion and Analysis contained within this Proxy Statement for a more detailed discussion of our compensation policies and procedures.
Our shareholders have the opportunity to vote for or against, or to abstain from voting on, the following resolution:
“Resolved, that the shareholders approve the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).”
Carnival Corporation & plc 2018 Proxy Statement
35
COMPENSATION
Approval of Carnival plc Directors’ Remuneration Report
The Boards of Directors unanimously recommend a voteFOR approval of the compensation of our Named Executive Officers as disclosed pursuant to the compensation disclosure rules of the SEC (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in this Proxy Statement).
PROPOSAL 13
APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT
In accordance with Section 439 of the Companies Act and Schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (the “LMCG Regulations”), shareholders are voting to approve adoption of the Carnival plc Directors’ Remuneration Report. The Carnival plc Directors’ Remuneration Report is in two parts. Part I also constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with the LMCG Regulations. Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information which has been audited for the purposes of the Carnival plc Annual Report.
UK law only requires an advisory vote on the substance and content of the Carnival plc Directors’ Remuneration Report. Accordingly, disapproval of this Proposal 13 will not require us to amend the report or require any Director to repay any amount. However, the Boards and Compensation Committees are expected to take into account both the voting result and the views of our shareholders in their application, development and implementation of remuneration policies and plans.
The Boards of Directors unanimously recommend a voteFOR the approval of the Carnival plc Directors’ Remuneration Report.
COMPENSATION DISCUSSION AND ANALYSIS
and
CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT – PART I
Introduction
Carnival Corporation and Carnival plc are separate legal entities (together referred to in this Report as “Carnival Corporation & plc”) and each company has its own Board of Directors and Compensation Committee. However, as is required by the agreements governing the DLC arrangement, the Boards of Directors and members of the Committees of the Boards, including the Compensation Committees, are identical and there is a single senior management team.
Carnival Corporation and Carnival plc are subject to disclosure regimes in the U.S. and UK. While some of the disclosure requirements are the same or similar, some are very different. As a result, the Carnival plc Directors’ Remuneration Report is in two parts. The information contained in this Part I constitutes the Compensation Discussion and Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose in accordance with Section 439 of the Companies Act and Schedule 8 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”). Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this Proxy Statement and includes the additional information that Carnival plc is required to disclose in accordance with the LMCG Regulations, including certain information that has been audited for the purposes of the Carnival plc Annual Report.
36      Carnival Corporation & plc 2018 Proxy Statement
COMPENSATION
Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I
Parts I and II of the Carnival plc Directors’ Remuneration Report are in compliance with the LMCG Regulations, the UK Corporate Governance Code published in April 2016 by the UK Financial Reporting Council (the “UK Corporate Governance Code”), the Companies Act and the Listing Rules of the UK Listing Authority. Both Parts I and II form part of the Carnival plc Annual Report for the year ended November 30, 2017.
Pursuant to rules promulgated by the SEC and the LMCG Regulations, this Compensation Discussion and Analysis reviews the compensation of the following Named Executive Officers of Carnival Corporation & plc:
  Named Executive Officers
Arnold W. Donald
President and Chief Executive Officer
David Bernstein
Chief Financial Officer and Chief Accounting Officer
Stein Kruse
Group Chief Executive Officer of Holland America Group and Carnival UK
Arnaldo Perez
General Counsel and Secretary
Michael Thamm
Chief Executive Officer of Costa Group and Carnival Asia
Executive Summary
Our executive compensation program is designed to reward financial results and effective strategic leadership through use of both short-term rewards and long-term incentives and to promote alignment of the financial interests of our executive officers with our shareholders. We seek to provide total direct compensation (salary, bonus and equity grants) that allows us to be competitive in the labor markets where we compete for executive talent, adjusted as necessary to take into consideration factors including the senior executive’s performance, experience and responsibilities. We believe our compensation program’s performance measures align the interests of our shareholders and senior executives by linking actual pay to operating performance and shareholder outcomes.
Our compensation philosophy has historically been to emphasize at risk incentive pay in order to drive a pay-for-performance culture. In furtherance of this philosophy, all direct compensation for our Named Executive Officers, other than base salary, is 100% at risk and performance-based.
Most of our executive officers are located in the U.S., with others based in Europe. As a global entity, it is challenging to establish consistent compensation practices across geographic and operating company units that satisfy the particular requirements of all jurisdictions and local market demands. Since the largest presence of executive officers is in the U.S., our compensation policies primarily reflect U.S. market practices. However, the Compensation Committees seek to incorporate UK compensation principles, including those contained in the UK Corporate Governance Code, to the degree practicable.
Carnival Corporation & plc 2018 Proxy Statement
37
COMPENSATION
Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I
  2017 Compensation Practices and Policies
  What we do
✓
All compensation is performance-based and not guaranteed, other than base salary
✓
Use multiple performance metrics to align pay with performance
✓
Put caps on incentive compensation
✓
Provide appropriate balance between short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results
✓
Set rigorous stock ownership requirements for Named Executive Officers based on a target multiple of base salary
✓
Include clawback provisions in our incentive programs
✓
Provide for only double-trigger change-in-control provisions
✓
Prohibit short sales, short-term hedging and margin accounts of Carnival Corporation and Carnival plc ~~are subject~~shares
✓
Engage an independent compensation consultant to ~~disclosure regimes in the U.S.~~review and UK. While some of the disclosure requirements are the same or similar, some are very different. As a result, the Carnival plc Directors’ Remuneration Report is in two parts. The information contained in this Part I constitutesadvise on executive compensation
✓
Regularly review the Compensation ~~Discussion~~Committee charter to ensure best practices and ~~Analysis as required by regulations promulgated by the SEC, and includes information that Carnival plc is required to disclose~~priorities
  What we don’t do
×
Provide guaranteed minimum bonuses
×
Reload, reprice or back-date stock options
×
Provide tax gross-ups on compensation or benefits
×
Pay dividends on unvested or unearned performance-based share grants
×
Provide for automatic single-trigger vesting acceleration in ~~accordance~~connection with the Sections 439 and 440 of the Companies Act 2006 and Schedule 8 of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”). Part II of the Carnival plc Directors’ Remuneration Report is set forth as Annex B to this proxy statement and includes the additional information that Carnival plc is required to disclose in accordance with Section 439A of the Companies Act 2006 and the LMCG Regulations, including certain information that has been audited for the purposes of the Carnival plc Annual Report.a change-in-control
Parts I and II of the Carnival plc Directors’ Remuneration Report are in compliance with the LMCG Regulations, the UK Corporate Governance Code published in September 2012 by the UK Financial Reporting Council (the “UK Corporate Governance Code”), the UK Companies Act 2006 and the Listing Rules of the UK Listing Authority. Both Parts I and II form part of the Annual Report of Carnival plc for the year ended November 30, 2014.
~~Pursuant to rules promulgated by the SEC and the LMCG Regulations, this Compensation Discussion and Analysis reviews the compensation of the following named executive officers~~
Shareholder Engagement
Carnival Corporation & plc has a long-standing shareholder outreach program and routinely interacts with shareholders on a number of matters, including executive compensation. The Compensation Committees consider all feedback received about executive compensation.
In April 2017, shareholders approved our “say-on-pay” proposal with 89% of the votes cast in favor of the compensation paid to our Named Executive Officers. During the past year we have continued to engage with shareholders and seek feedback on our compensation program and incorporate the results of that feedback in our compensation decisions. As a result, the Compensation Committees did not make any changes to the executive compensation program specifically as result of the 2017 “say-on-pay” vote.
The Compensation Committees have and will continue to consider results from the annual shareholder advisory votes, including the next vote in April 2018, as well as other shareholder input, when reviewing executive compensation programs and policies.
Process for Making Compensation Determinations
The Compensation Committees determine the compensation policy and the compensation payable to all of our executive officers. The Compensation Committees interact with the management of Carnival
38      Carnival Corporation & plc ~~(the “NEOs”):~~2018 Proxy Statement
COMPENSATION
Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Corporation & plc on compensation issues primarily through communications, meetings and discussions with Mr. Donald, the Chairman of the Boards of Directors and the Chief Human Resources Officer, who also attend meetings of the Compensation Committees as requested by the Compensation Committees. As part of the fiscal 2017 annual compensation determination process, Mr. Donald and the Chairman of the Boards of Directors recommended to the Compensation Committees key initiatives and goals for Carnival Corporation & plc at the beginning of the fiscal year. After the fiscal year was completed, Mr. Donald and the Chairman of the Boards of Directors reviewed with the Compensation Committees the results of those initiatives, progress towards goals and other material items relating to overall Carnival Corporation & plc performance. Mr. Donald reviewed the annual competitive market analysis provided by the independent consultant, as well as individual performance of each Named Executive Officer and the results of the group of brands or company-wide results, as appropriate, and provided the Compensation Committees with recommended total target compensation levels for each Named Executive Officer, except for his own. The compensation for our Named Executive Officers’ was then determined by the Compensation Committees using their discretion to evaluate the individual performance of our Named Executive Officers and the overall performance of Carnival Corporation & plc.
The Compensation Committees believe that the incentive structure for senior management does not raise environmental, social or governance risks by inadvertently motivating irresponsible behavior, and that risks arising from Carnival Corporation & plc’s compensation policies and practices for their employees are not reasonably likely to have a material adverse effect on Carnival Corporation & plc. Please refer to the “Compensation Risk Assessment” section for additional information.
Compensation Consultant. The Compensation Committees have engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to assist in their annual review of our executive and Director compensation programs. The Compensation Committees believe that FW Cook provided objective advice to the Compensation Committees. FW Cook provides no other services to Carnival Corporation & plc.
During fiscal 2017, a consultant from FW Cook attended meetings of the Compensation Committees and provided FW Cook’s views on proposed actions by the Compensation Committees.
In accordance with the New York Stock Exchange rules relating to compensation consultant independence, the Compensation Committees have determined that FW Cook and their consultants are independent after taking into consideration the factors set forth in the New York Stock Exchange rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FW Cook’s work raised no conflicts of interest.
Peer Group Characteristics. The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of their consultant. This annual market assessment consists of an analysis of executive pay at a group of publicly-listed peer companies.
The peer group listed below (the “2017 Peer Group”) was used when assessing the fiscal 2017 compensation for our Named Executive Officers, which was unchanged from the peer group developed in October 2016 (except for the removal of Starwood Hotels and Resorts Worldwide, Inc. as a result of its acquisition by Marriott International, Inc.). The 2017 Peer Group consists of 19 publicly-listed companies from diverse industries that exhibit similar size and business characteristics with Carnival Corporation & plc and reflect the market in which we may compete for business, investor capital and/or executive talent. The 2017 Peer Group reflects a balanced group of companies in the consumer discretionary sector, including media, retailing, services and transportation companies.
~~Name~~
~~Title~~
~~Arnold W. Donald~~
~~President and Chief Executive Officer~~
~~David Bernstein~~
~~Chief Financial Officer~~
~~Alan Buckelew~~
~~Chief Operations Officer~~
~~Gerald R. Cahill~~
~~Former President and Chief Executive Officer of Carnival Cruise Lines~~
~~Michael Thamm~~
~~Chief Executive Officer of the Costa Group, which includes Costa Cruises, AIDA Cruises and, through November 2014, Ibero Cruises~~
~~EXECUTIVE SUMMARY~~
Our executive compensation program is designed to reward financial results and effective strategic leadership through use of both short-term rewards and long-term incentives and to promote alignment of the financial interests of our executive officers with our shareholders. We seek to provide total direct compensation that allows us to be competitive in the labor markets where we compete for executive talent, adjusted as necessary to take into consideration factors including the senior executive’s performance, experience and responsibilities. We believe our compensation program’s performance measures align the interests of our shareholders and senior executives by linking actual pay to operating performance and shareholder outcomes.
~~SHAREHOLDER ENGAGEMENT~~
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, at the 2014 annual shareholders meeting, our shareholders provided an advisory (non-binding) vote on the fiscal 2013 compensation of our NEOs, which is referred to as the “say-on-pay” vote. The fiscal 2013 compensation program of our NEOs, as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation Discussion and Analysis, the compensation tables, and any related material disclosed in the proxy statement) received the support of 58.4% of the shares on the “say-on-pay” proposal. As part of the Compensation Committees’ oversight of Carnival Corporation & ~~plc’s executive compensation programs, their commitment to ensure~~plc 2018 Proxy Statement
39

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Named Executive
Officer

Type of Role

Base Salary

Annual Bonus

~~HIGHLIGHTS OF EXECUTIVE COMPENSATION PROGRAM CHANGES~~Equity-Based

Compensation

Retirement
Benefits

and Perquisites

Arnold W. Donald

Company-wide role

Based on level of
responsibility and
increases based
on performance or
other market
factors

Based 100% on
company-wide
operating income

MTE, PBS and SEA
grants to align
with
shareholder
outcomes

Reflect country
practices where
a Named
Executive
Officer is employed

David Bernstein

Arnaldo Perez

Stein Kruse

CEO of a group of brands

Based 50% on
company-wide
operating income
and 50% on a group
of brands’ operating
income

Michael Thamm

•

~~Annual Incentive Bonus Programs~~

~~Eliminated guaranteed minimum bonus payments.~~

In determining the amount of any particular compensation element, the Compensation Committees consider the impact of such an element on total compensation (and thus, each element affects the amount paid in respect of other elements of compensation). For example, the Compensation Committees consider the amount of the base salary and annual bonus that may be earned by a Named Executive Officer when making an equity grant. However, the annual bonus and equity-based compensation grants are set independently on the basis of dollar values (and are not set or determined as a fixed percentage of base salary).

As reflected in our target pay mix below, all direct compensation of our Named Executive Officers, other than base salary, is 100% at risk and performance-based in line with our philosophy to place greater emphasis on performance-based pay elements.

~~Increased enterprise-wide performance component of the funding formula for brand CEOs~~

LOGO

Fiscal 2017 Company Performance

We experienced strong financial and operating performance in fiscal 2017 reflecting our senior leadership’s focus on executing our business strategies effectively to ~~drive strategic goals enterprise-wide.~~

~~Increased emphasis on performance in health, environment, safety and security (“HESS”) by strengthening the degree to which it impacts bonus payouts.~~

~~Revised approach used to set Operating Income Targets that resulted in a 5.1% higher fiscal 2014 Operating Income Target performance requirement than would have resulted using the prior approach.~~

Added clawback features that require reimbursement of all or a portion of bonus payments received by the participant if a participant’s wrongdoing results in a material restatement of our financial statements.

•

~~Long-Term Equity Programs~~

Added a return on invested capital (“ROIC”) metric to the annual performance-based share grants to provide for payouts based on the achievement of multiple financial metrics and not a single metric.

~~Approved a special performance-based equity grant to certain senior executives that is tied to the achievement of strong total shareholder return (“TSR”) improvement over the next three years.~~

•

~~Stock Ownership Policy for Section 16 Officers~~

~~Amended the policy to require that Section 16 Officers retain at least 50% of any net share-based awards received until their target ownership is achieved.~~

~~FISCAL 2014 COMPANY PERFORMANCE~~

We experienced strong financial and operating performance in fiscal 2014. Our solid operational and financial performance in fiscal 2014 reflects senior leadership’s focus on executing our business strategies effectively to

achieve our goals. ~~This focus enabled us to deliver value to our shareholders in fiscal 2014, through our efforts to improve as we continue to address the challenges faced in past years and build for future success.~~

LOGO Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Fiscal ~~2014~~2017 Financial Results and Achievements

•

~~Increased operating income by 32.5% to $1.79 billion,~~

•

~~Continued to generate strong cash from operations of $3.4 billion in fiscal 2014 compared to $2.8 billion in fiscal 2013,~~

•

~~Increased diluted non-GAAP earnings per share by 24.0% to $1.96,~~

•

~~Continued a corporate-wide vessel enhancement program to improve emergency power capabilities, introduced new and enhanced fire safety technology and increased the level of operating redundancies,~~

•

~~Introduced a number of innovative product enhancement initiatives, including a shipboard hybrid wireless network,~~

•

~~Progressed in the emerging Asian cruise region by more than doubling our presence in China, launched our first season of cruising originating from Japan homeports,~~

•

~~Continued successful fuel conservation initiatives, which have allowed us to reduce the rate of fuel consumption by more than 24% compared to fiscal 2007,~~

•

Furthered our environmental efforts by successfully testing a new exhaust gas cleaning system technology that exceeds stricter air emissions standards, as well as mitigating higher fuel costs on our ships,

•

~~Reduced CO2 emissions from shipboard operations by 20%, and~~

•

~~Initiated plans to build a new state-of-the-art campus for our world-class maritime training and research facility, and~~

•

Made significant changes to our leadership team, work processes and incentive programs to encourage and enable us to more efficiently collaborate, coordinate and communicate with each other, thus further optimizing our operations.

~~Fiscal 2014 NEO Compensation Target Pay Mix~~

The compensation elements for our NEOs consist of base salary, an annual cash bonus and equity-based compensation. We have reinforced our commitment to strengthening the link between pay and performance for our executive officers through inclusion of variable compensation components. Our philosophy is to place greater emphasis on performance-based pay elements.

~~Consistent with our philosophy regarding the importance~~ •

Fiscal 2017 net income of pay for performance, approximately 86% of Mr. Donald’s fiscal 2014 compensation consists of variable, performance-based annual cash bonuses and equity-based compensation. The Other NEOs compensation consists of 81% variable, cash bonuses and equity-based compensation. Further evidencing our commitment$2.6 billion or $3.59 diluted earnings per share compared to ~~the pay for performance philosophy, no payout was made for the fiscal 2012-2014 performance-based equity grant since the threshold EPS performance goal was not achieved.~~

~~The Other NEOs fiscal 2014 equity-based compensation percentage includes a special future performance-based equity grant. Mr. Donald received a special performance-based equity grant~~$2.8 billion or $3.72 in fiscal ~~2013,~~2016. Adjusted net income increased to $2.8 billion or $3.82 adjusted diluted earnings per share in fiscal 2017 compared to $2.6 billion or $3.45 in fiscal 2016⁽¹⁾

•

Increased revenues by $1.1 billion to $17.5 billion

•

Generated record cash from operations of $5.3 billion in fiscal 2017 compared to $5.1 billion in fiscal 2016

•

Returned $1.7 billion to shareholders through the combination of dividends and share repurchases

•

Increased quarterly dividend by 29% to $0.45 per share from $0.35 per share

•

Remain on track to achieve our objective of double-digit ROIC in 2018, while maintaining a strong balance sheet and strong investment grade credit ratings

•

Accelerated progress on our cost containment efforts resulting in more than $100 million of savings in fiscal 2017, bringing the cumulative savings to date to approximately $300 million

•

Further roll-out of our state-of-the-art revenue management system, which ~~is not reflected~~will help us drive incremental revenue yield over time

•

Implemented additional strategies to grow demand by increasing consumer awareness and consideration of our cruise brands and the global cruise industry through ongoing public relations efforts and advertising

•

Launched Oceanview, our own proprietary digital streaming network, simultaneously with two new original content digital productions bringing the portfolio to six Ocean original series that are distributed across streaming platforms and our ships, showcasing ocean travel as a means to experience global destinations and learn about other cultures

•

Launched PlayOcean, our proprietary mobile gaming portfolio, offering a selection of original games that can be played at home and on select ships

•

Introduced three new ships during fiscal 2017:Seabourn Encore,Majestic Princessand AIDAperla

•

Joined pledges to support the advancement of women’s leadership and diversity in the ~~chart above.~~

~~2014 CEO Compensation Components~~workplace drafted by Catalyst and to support and encourage diversity in the workplace drafted by the Executive Leadership Council


~~Base Salary~~		~~Remained unchanged for fiscal 2014.~~

~~Annual Incentive Plan~~		An annual bonus aligned with Carnival Corporation & plc’s fiscal 2014 financial performance. In fiscal 2014, Carnival Corporation & plc’s operating income increased 32.5% from fiscal 2013. As a result, the annual cash bonus awarded to Mr. Donald was 147.6% of his target bonus for fiscal 2014.
~~Annual PBS Grant~~		40% of annual equity-based compensation. PBS grant provides a future compensation opportunity based on weighted EBIT and ROIC performance goals over a three-year period (2014-2016), as modified for our TSR rank relative to the Peer Group, with payout contingent on continued service.
~~Annual TBS Grant~~		60% of annual equity-based compensation. TBS grant is subject to three-year vesting condition. The ultimate value of the shares is subject to stock price fluctuation during the vesting period which further aligns compensation with shareholder outcomes.
•		Progressed in developing and implementing cutting-edge proprietary technology to enhance our ability to monitor and track ship nautical and technical performance in real time, including fuel consumption and emissions
•		Launched the second cruise ship in the world to use liquefied natural gas in port and keel laying of the first of seven cruise ships on order to be fully powered by liquefied natural gas in port and at sea to further reduce exhaust gas emissions
•		Obtained approval for two additional brands to begin operating voyages from the U.S. to Cuba

(1)

~~Comparison of Fiscal 2014 and Fiscal 2013 CEO Total Direct Compensation (“TDC”)~~

~~Mr. Donald’s total direct compensation decreased by 2.5% in fiscal 2014, primarily due~~Reconciliation to the ~~one-time special PBS grant offset by a higher cash bonus in fiscal 2014 due to a full year~~corresponding $2.6 billion net income and $3.59 GAAP diluted earnings per share can be found on page F-44 of ~~service.~~

~~(1)~~

~~Fiscal 2013 Salary reflects Mr. Donald’s base salary for fiscal 2013 as if he had served for~~ the ~~full year, to better represent the year-over-year change.~~

~~(2)~~

Fiscal 2013 equity-based compensation includes a special one-time PBS grant of $3,000,000 made to Mr. Donald as disclosed in last year’s proxy statement and a guaranteed bonus payment for fiscal 2013, both made under the terms of his employment agreement.

~~OVERALL PHILOSOPHY AND OBJECTIVES~~

The objectives of the Compensation Committees with respect to executive compensation are to create competitive compensation packages that provide both short-term rewards and long-term incentives for positive individual and corporate performances and to ensure the alignment of the financial interests of our executive officers and our shareholders. To help strengthen that linkage, the Compensation Committees’ philosophy is to place appropriate emphasis on the variable elements of compensation, such as the annual cash bonus and equity-based compensation. The Compensation Committees seek to provide total direct compensation for each NEO that is competitive for the market (as described below under “Competitive Market (Peer Group) Comparison”), adjusted as necessary to take into consideration a particular NEO’s individual circumstances, as applicable (including the NEO’s performance, experience and responsibility).

Most of our executive officers are located in the U.S., with others based in Europe. As a global entity, it is challenging to establish consistent compensation practices across geographic and operating company units that satisfy the particular requirements of all jurisdictions and local market demands. Since the largest presence of executive officers is in the U.S., our compensation policies primarily reflect U.S. market practices. However, the Compensation Committees seek to incorporate UK compensation principles, including those contained in the UK Corporate Governance Code, as far as practicable.

~~OVERVIEW OF TOTAL DIRECT COMPENSATION FOR 2014 AND COMPARISON TO 2013~~

~~Total Cash Compensation~~. Annual changes in total cash compensation for Carnival Corporation & plc’s senior management team, including the NEOs, take into account changes in operating income as measured at the enterprise-wide and/or operating company levels. Other considerations impacting cash compensation include changes in responsibility, market pay positioning and comparisons to other Carnival Corporation & plc ~~executives~~joint Annual Report on Form 10-K filed with ~~similar responsibility levels.~~the SEC on January 29, 2018.

The table below shows target and actual cash compensation for fiscal 2014 compared to target and actual cash compensation for fiscal 2013. Annual cash bonuses increased in fiscal 2014 from fiscal 2013, consistent with our improved operating performance.

2017 Compensation Recommendations and Rationale

For fiscal 2017, the Compensation Committees undertook a fundamental restructuring of the compensation program for Mr. Donald and the other Named Executive Officers as the special performance-based share grant, the one-time incentive grant made in 2013, had reached the end of its

Fiscal 2013


Fiscal 2014
   Change
from
Fiscal 2013
Salary Plus
Actual
Bonus Change
from
Fiscal 2013
Salary Plus
Target
Bonus
NEO
   Salary Plus
Target Bonus    Salary Plus
Actual Bonus    Salary Plus
Target Bonus    Salary Plus
Actual Bonus
Arnold W. Donald (actual prorated)⁽¹⁾
   $ 1,541,667    $ 1,541,667    $ 3,650,000    $ 4,911,400    218.6% 136.8%
Arnold W. Donald (annualized)⁽²⁾
   $ 3,700,000    $ 3,700,000    $ 3,650,000    $ 4,911,400    32.7% (1.4%)
David Bernstein
   $ 1,205,000    $    912,200    $ 1,575,000    $ 2,005,000    119.8% 30.7%
Alan Buckelew⁽³⁾
   N/A    N/A    $ 1,925,000    $ 2,350,000      N/A   N/A
Gerald R. Cahill
   $ 1,931,250    $ 1,364,750    $ 1,931,250    $ 2,428,250    77.9% 0.0%
Michael Thamm⁽⁴⁾
   € 1,600,000    € 1,150,000    € 1,600,000    € 1,950,000    69.6% 0.0%

~~(1)~~

~~Reflects Mr. Donald’s base salary from July (five months) and bonus payment for fiscal 2013 pursuant to his employment agreement.~~

~~(2)~~
42				~~Reflects Mr. Donald’s base salary and bonus payment for fiscal 2013 as if he had served for the full year, to better represent the year-over-year change.~~

~~(3)~~

~~Mr. Buckelew is an NEO for the first time in 2014.~~

~~(4)~~

Mr. Thamm’s base salary and bonus is payable in euros. For fiscal 2013, his base salary and target bonus is equivalent to $2,112,000 and his base salary and actual bonus is equivalent to $1,518,000 when converted to U.S. dollars at the average exchange rate for fiscal 2013 of $1.32:€1. For fiscal 2014, his base salary and target bonus is equivalent to $2,144,000 and his base salary and actual bonus is $2,613,000 when converted to U.S. dollars at the average exchange rate for fiscal 2014 of $1.34:€1.

~~Total Direct Compensation~~. In addition to the annual cash bonuses, individual equity grants (both the TBS grants and the PBS grants) take into account the scope of the NEO’s responsibilities and the NEO’s performance and long-term retention considerations. The PBS grants provide compensation only to the extent specified performance targets are achieved over a three-year performance period. The changes in total direct compensation in fiscal 2014 from fiscal 2013 reflect primarily the same factors that explain the year-over-year change in NEO cash compensation.

The table below compares each NEO’s year-over-year change in total direct compensation (salary, annual cash bonus and equity grants), both including and excluding the special PBS grant described below.

   Including Special PBS Grant Excluding Special PBS Grant
NEO
   Fiscal 2013
Total Direct
Compensation Fiscal 2014
Total Direct
Compensation    Change from
Fiscal 2013
Total Direct
Compensation Fiscal 2014
Total Direct
Compensation    Change from
Fiscal 2013
Total Direct
Compensation
Arnold W. Donald
   $ 8,041,667 ⁽¹⁾ $ 8,411,400       4.6 % N/A       N/A
David Bernstein
   $ 1,842,200    $ 4,230,000       129.6 % $ 3,230,000       75.3 %
Alan Buckelew⁽²⁾
   N/A    $ 4,925,000       N/A    $ 3,925,000       N/A
Gerald R. Cahill
   $ 2,849,750    $ 4,997,000       75.3 % $ 3,997,000       40.3 %
Michael Thamm⁽³⁾
   € 2,132,920    € 4,457,797       109.0 % € 2,953,136       38.5 %

~~(1)~~

~~Includes a special one-time PBS grant made to Mr. Donald under the terms of his employment agreement as disclosed in last year’s proxy statement.~~

~~(2)~~

~~Mr. Buckelew is an NEO for the first time in 2014.~~

~~(3)~~

Mr. Thamm’s base salary and bonus is payable in euros. His total direct compensation is equivalent to $2,815,454 for fiscal 2013 when converted to U.S. dollars at the average exchange rate for fiscal 2013 of $1:32: €1. His total direct compensation is equivalent to $5,973,448 for fiscal 2014 when converted to U.S. dollars at the average exchange rate for fiscal 2014 of $1.34: €1. The Carnival plc restricted share units granted to Mr. Thamm are denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the Carnival plc restricted share units granted for: (a) fiscal 2013 has been converted from sterling into euros based on the January 14, 2014 grant date exchange rate of €1.20:£1 and the July 16, 2013 grant date exchange rate of €1:16:£:1; and (b) fiscal 2014 has been converted from sterling into euros based on the December 27, 2013 grant date exchange rate of €1.20:£1, the January 12, 2015 grant date exchange rate of €1.28:£1, and the April 16, 2014 grant date exchange rate of €1.21:£1.

The fiscal 2013 and fiscal 2014 compensation values included in the above table reflect the fair value of TBS grants made in January 2014 (granted in fiscal 2014 based upon fiscal 2013 performance) and January 2015 (granted in fiscal 2015 based upon fiscal 2014 performance), respectively. Under SEC disclosure rules, TBS grants that were not made until fiscal 2015 do not appear in the “Grants of Plan-Based Awards in Fiscal 2014” table or the “Summary Compensation Table” for fiscal 2014, even though these grants are compensation for fiscal 2014. Instead, the grants made in January 2014 (based on 2013 performance) appear in the “Summary Compensation Table” for fiscal 2014. However, the Compensation Committees believe that the TBS grants made in fiscal 2015 are properly considered as part of the NEOs compensation for fiscal 2014 performance (in the same way that bonuses paid in fiscal 2015 are treated as compensation for fiscal 2014 performance). Because PBS grants depend on future performance, the Compensation Committees believe that the PBS grants (unlike the TBS grants) should be considered as compensation for the fiscal year in which they are granted, which is how such values are reflected in the table above.

With respect to the special PBS grant made to each of the NEOs in fiscal 2014 other than Mr. Donald (as described in more detail below), the value included in the table is the grant value approved by the Compensation Committees. This value is different than the grant date fair value as determined for financial accounting purposes, which is required under SEC rules to be included in the “Summary Compensation Table” and the “Grants of Plan-Based Awards in Fiscal 2014” table.

~~PROCESS FOR MAKING COMPENSATION DETERMINATIONS~~

The Compensation Committees determine the compensation policy and the compensation payable to all of our executive officers, including Carnival Corporation & plc’s Chief Executive Officer and Chief Financial Officer. The Compensation Committees interact with the management of LOGO Carnival Corporation & plc on compensation issues primarily through communications, meetings and discussions with Mr. Donald, the Chairman of the Boards of Directors and the Chief Human Resources Officer, who also attend meetings of the Compensation Committees as requested by the Compensation Committees. As part of the fiscal 2014 annual compensation determination process, Mr. Donald and the Chairman of the Boards of Directors recommended to the Compensation Committees key initiatives and goals2018 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

three-year performance period in 2016. The restructured program significantly strengthened the performance-based focus of compensation to our Named Executive Officers and enhanced the alignment between executive rewards and long-term gains for Carnival Corporation & plc and its shareholders. The compensation program restructuring was influenced by investor feedback obtained as part of the Compensation Committees’ regular interface with our largest shareholders. The new compensation structure consists of base salary, performance-based annual bonus and three performance-based equity components tied to achievement of business objectives and total shareholder return. Therefore, every component of the new program, with the exception of base salary, is performance-based and at risk. This compensation philosophy also extends beyond our Named Executive Officers to include other key executives, reflecting the Compensation Committees’ commitment to aligning compensation with the success of Carnival Corporation & plc.

Mr. Donald recommended to the Compensation Committees increases in base salary, target bonus and target equity for Mr. Kruse and Mr. Thamm because of their expanded responsibilities as company group leaders. Mr. Kruse added responsibility for Carnival UK mid-year, and Mr. Thamm added responsibility for Carnival Asia at the beginning of the year. The increases recommended for Mr. Bernstein were due to increased responsibilities along with market pay adjustments to better align his compensation with the competitive market for similar positions. The Compensation Committees accepted Mr. Donald’s recommendations. In addition, the Compensation Committees increased Mr. Donald’s salary from a relatively low base salary, unchanged since hire, to a near median salary to better align with the competitive market. Mr. Donald’s target bonus and target equity were also adjusted to bring his overall compensation to a level competitive with other executives with similar responsibilities within the 2017 Peer Group. The discussion of 2017 compensation elements and payout results is based on the foregoing discussion regarding the Compensation Committees’ pay philosophy, compensation design and elements, and Carnival Corporation & plc’s fiscal 2017 performance.

Comparison of Fiscal 2017 and Fiscal 2016 Total Direct Compensation

Mr. Donald – CEO

LOGO

LOGO Carnival Corporation & plc ~~at the beginning of each year. After the fiscal year was completed,~~ 2018 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

Other Named Executive Officers

LOGO

(1)

Mr. Donald and the Chairman of the Boards of Directors reviewed with the Compensation Committees the results of those initiatives, progress towards goals and other material items relating to overall Carnival Corporation & plc performance. The compensationPerez is a Named Executive Officer for the ~~NEOs was then determined by the Compensation Committees using their discretion to evaluate the individual performance of the NEOs~~first time in fiscal 2017.

(2)

Mr. Thamm’s compensation has been converted into dollars from euro and ~~the overall performance of Carnival Corporation & plc.~~sterling as described below.

The Compensation Committees believe that the incentive structure for senior management does not raise environmental, social or governance risks by inadvertently motivating irresponsible behavior, and that risks arising from Carnival Corporation & plc’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on Carnival Corporation & plc. Please refer to the section of the proxy statement entitled “Compensation Risk Assessment” for additional information.

Please refer to the following discussion and the “Compensation Tables” section for additional information on total direct compensation.

~~Compensation Consultant~~

The Compensation Committees have engaged a consultant from FWC to assist in their annual review of our executive and director compensation programs. The Compensation Committees believe that FWC provided objective advice to the Compensation Committees.

~~During fiscal 2014, a consultant from FWC attended meetings of the Compensation Committees and provided FWC’s views on proposed actions by the Compensation Committees.~~

In accordance with the New York Stock Exchange rules relating to compensation consultant independence in accordance with the provision of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection

Act, the Compensation Committees have determined that FWC and their consultants are independent after taking into consideration the factors set forth in the New York Stock Exchange rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FWC’s work raised no conflicts of interest.

~~Peer Group Characteristics~~

The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of its consultant when determining each element of NEO compensation. This annual market assessment consists of an analysis of top officer pay at a group of publicly-listed peer companies listed below (the “Peer Group”). Based on the recommendations of FWC, the Compensation Committees approved the Peer Group before the annual assessment commenced. The Peer Group used when assessing the fiscal 2014 compensation for the NEOs, which remains unchanged from fiscal 2013, consisted of 13 U.S. publicly-listed companies comparable to Carnival Corporation & plc across one or more of the following factors: revenue, market capitalization, operating income, total assets, reported full-time employees, nature of business and complexity of business; and reflect a balanced group of media, entertainment, consumer goods and services and retailing companies. Notwithstanding the use of this Peer Group, the Compensation Committees believe there are no public companies that are directly comparable to Carnival Corporation & plc in terms of comparing executive officer pay. The only direct peers are Norwegian Cruise Line Holdings Ltd. and Royal Caribbean Cruises Ltd., which are substantially smaller corporations with significantly less revenue than Carnival Corporation & plc. The other selected companies have some characteristics similar to Carnival Corporation & plc, but they also have some significant differences.

~~Current Peer Group Companies~~


~~Colgate-Palmolive Company~~		~~Starbucks Corporation~~
~~Macy’s, Inc.~~		~~Starwood Hotels & Resorts Worldwide, Inc.~~
~~General Mills, Inc.~~		~~Target Corporation~~
~~Marriott International, Inc.~~		~~The DIRECTV Group, Inc.~~
~~McDonald’s Corporation~~		~~The Walt Disney Company~~
~~NIKE, Inc.~~		~~Yum! Brands, Inc.~~
~~Royal Caribbean Cruises Ltd.~~

~~Competitive Market (Peer Group) Comparison~~

Annually, the Compensation Committees’ independent consultant conducts a competitive market review to assist the Compensation Committees in their assessment of the NEOs’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FWC conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2014. The Compensation Committees reviewed our aggregate NEO total compensation in comparison to the competitive market, which consists of the Peer Group as well as third-party surveys that reflect a broad database pool of hundreds of companies. The Compensation Committees were not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the Peer Group to produce a consolidated aggregated competitive market range for total direct compensation.

These analyses suggest that, in the aggregate, total direct compensation levels for Carnival Corporation & plc’s NEOs are competitively positioned. Consistent with the approach that the Compensation Committees take in reviewing each element of total direct compensation, the Compensation Committees utilize these analyses to assess the extent to which the compensation provided to the NEOs is generally consistent with that offered by companies with whom Carnival Corporation & plc competes for executive level talent. The Compensation Committees do not use these analyses to peg any particular element of compensation (or total compensation) to any specific targeted Peer Group level.

~~NEO COMPENSATION DESIGN AND ELEMENTS~~

~~The compensation elements for our NEOs consist of base salary, an annual cash bonus, equity-based compensation, retirement benefits and perquisites.~~

The compensation practices for each of our NEOs vary in order to reflect the organizational structure of Carnival Corporation & plc. Three of our NEOs (Messrs. Donald, Bernstein and Buckelew) had company-wide roles during fiscal 2014 and two of our NEOs (Messrs. Cahill and Thamm) were chief executive officers of one or more operating units during fiscal 2014. As a result, the compensation practices for these two groups are different. For example, the annual cash bonuses for the NEOs with company-wide roles are based primarily on company-wide operating income. Conversely, and in order to more closely align pay results with their performance, the annual cash bonuses of the NEOs who are chief executive officers of operating units are weighted 50% on the operating unit operating income and 50% on the company-wide performance. The benefits and perquisites and certain elements of the equity-based awards vary among the NEOs to reflect local market practices where an NEO resides.

In determining the amount of any particular compensation element, the Compensation Committees consider the impact of such an element on total compensation (and thus, indirectly each element affects the amount paid in respect of other elements of compensation). For example, the Compensation Committees consider the amount of the base salary and annual bonus that may be earned by an NEO when granting an equity award. However, the annual bonus and equity-based compensation awards are set independently on the basis of dollar values (and are not set or determined as a fixed percentage of base salary).

Base Salaries

~~General~~

Base salaries are intended to provide a level of fixed compensation that ~~reflects~~is reflective of each ~~NEO’s~~Named Executive Officer’s level of responsibility. Base salaries of our Named Executive Officers for fiscal ~~2014 of our NEOs~~2017 are reported in the “Summary Compensation Table.” The Compensation Committees annually review each ~~NEO’s~~Named Executive Officer’s performance and may increase the base salary of ~~each NEO in~~a Named Executive Officer at their discretion if merited by performance or other market factors necessary to attract and retain our executives.

Salaries for fiscal ~~2014~~2017 were established for ~~NEOs~~our Named Executive Officers in January ~~2014~~2017 after performance results for the prior fiscal year were available. Mr. Donald reviewed the annual competitive market analysis provided by the consultant, as well as individual and operating unit performance, and provided the Compensation Committees with recommended salaries for each NEO. The recommendations included a review of each NEO’s individual performance for the prior fiscal year.

~~2014 Base Salaries and Analysis~~

At the beginning of fiscal 2014, Mr. Donald recommended to the Compensation Committees that there be no increase in the base salaries for the NEOs for fiscal 2014, other than for Mr. Bernstein (which is consistent with the lack of increase provided to other members of senior management). Mr. Donald recommended that Mr. Bernstein receive an increase to his base salary for fiscal 2014 to reflect his increased responsibilities overseeing Carnival Corporation & plc’s global casino operations. The Compensation Committees accepted Mr. Donald’s recommendations.

~~As a result, the base salaries for fiscal 2014 were as follows:~~

NEO
   Fiscal 2013
Base Salary Fiscal 2014
Base Salary Percentage
Increase
(%)
Arnold W. Donald
   $ 1,000,000 ⁽¹⁾ $ 1,000,000    0
David Bernstein
   $ 595,000    $ 675,000    13.4
Alan Buckelew
   N/A    $ 825,000    N/A
Gerald R. Cahill
   $ 798,250    $ 798,250    0
Michael Thamm
   € 700,000 ⁽²⁾ € 700,000 ⁽²⁾ 0

~~(1)~~

Reflects the annual base salary if Mr. Donald had served as President and Chief Executive Officer for all of fiscal 2013. As noted in the Summary Compensation Table, Mr. Donald’s actual base salary was pro-rated from July 3, 2013 for a total of $416,667.

~~(2)~~

Mr. Thamm’s base salary is payable in euros. His base salary is equivalent to $924,000 for fiscal 2013 when converted into U.S. dollars at the average exchange rate for fiscal 2013 of $1.32:€1 and $938,000 for fiscal 2014 when converted into U.S. dollars at the average exchange rate for fiscal 2014 of $1.34:€1.

Annual ~~Cash~~ Bonuses

~~General~~

~~The performance-related annual cash bonus is the most significant cash compensation feature of our executive compensation program.~~ In fiscal ~~2014,~~2017, each ~~NEO’s~~Named Executive Officer’s target bonus comprised ~~the majority~~a significant portion of their respective total cash compensation opportunity, supporting Carnival Corporation & plc’s objective to emphasize pay for performance. Annual ~~cash~~ bonus payments are intended to reward short-term individual, corporate, and ~~operating unit~~a group of brands’ performance results and achievements. The emphasis on the annual ~~cash~~ bonus as compared to base salary allows Carnival Corporation & plc ~~greater flexibility in rewarding favorable~~to more closely link financial results to individual and overall company performance. Fiscal 2017 bonuses for our Named Executive Officers are reported in the “Summary Compensation Table” under the column labeled “Non-Equity Incentive Plan Compensation.”

~~2014 Annual Cash Bonuses and Analysis~~

For fiscal ~~2014,~~2017, the annual ~~cash~~ bonuses for ~~NEOs~~our Named Executive Officers were determined in accordance with ~~the annual bonus programs described below.~~

~~The Corporate Plan~~

~~Messrs. Donald, Bernstein and Buckelew, who have enterprise-wide roles, participate in~~ the Carnival Corporation & plc Management Incentive Plan ~~for the CEO, COO~~(the “Management Incentive Plan”) described below.


44				Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Compensation Discussion and ~~CFO (the “Corporate Plan”).~~ Analysis and Carnival plc Directors’ Remuneration Report—Part I

The ~~Corporate~~Management Incentive Plan is designed to focus the attention of ~~these NEOs~~our executives, including our Named Executive Officers, on achieving outstanding performance results as reflected by income from the operations of Carnival Corporation & plc as well as other relevant measures. For the Named Executive Officers who are Chief Executive Officers of a group of brands, the Management Incentive Plan is designed to also focus their attention on achieving outstanding performance results as reflected in the operating income of the group of brands they oversee.

Under the ~~Corporate~~Management Incentive Plan, the Corporation Operating Income Target, Brand Operating Income Target and target bonus for each ~~participant is~~executive are established by the Compensation Committees for each plan year. ~~“Corporation Operating Income” is defined in~~The respective operating income targets are the ~~plan to mean the non-U.S.~~adjusted U.S. Generally Accepted Accounting Principles ~~(“Non-GAAP”)~~ net income of Carnival Corporation & plc, or the respective brand (or group of brands), excluding interest income and expense, other ~~non-operating~~nonoperating income and expense, and income taxes, as reported by Carnival Corporation & plc, or the respective brand (or group of brands), as applicable, for the plan year.

The “Corporation Operating Income Target” and “Brand Operating Income Target” for each year is established by the Compensation Committees taking into account historical performance, ~~investor guidance,~~ company/industry growth, Carnival Corporation & plc’s annual plan, consultation with management, investor guidance (as to the Corporation Operating Income Target), the brand’s annual plan (as to the Brand Operating Income Target) and such other factors as the Compensation Committees deem appropriate. In order to measure management’s controllable operating contribution to the company, the Corporation and Brand Operating Income Targets and the actual Corporation and Brand Operating Income achieved for fiscal 2017 were measured using a constant fuel price per ton and constant currency exchange rates.

In January ~~2014,~~2017, the Compensation Committees set the Corporation Operating Income Target for fiscal ~~2014~~2017 at ~~$1,614,030,000,~~$3 billion, which was ~~approximately 5.1%~~11.7% more than the actual ~~adjusted~~ Corporation Operating Income achieved in fiscal ~~2013.~~2016 when normalized for fuel price and currency exchange rate impact, consistent with historical methodology. The Compensation Committees believed that this target represented a challenging performance ~~goal and was meaningfully higher than the actual results for fiscal 2013. Historically, the Compensation Committees set the Corporation Operating Income Target by reference to the Carnival~~

Corporation & plc’s December earnings guidance. For fiscal 2014, however, the Compensation Committees chose to set the Corporation Operating Income Target at a level that was 5% greater than it would have been had this historical practice been followed for fiscal 2014. The Compensation Committees elected to change the target-setting methodology to ensure that an appropriate Corporation Operating Income Target was established, which may not always be the result with the application of the historic formulaic approach.goal.

Under the ~~Corporate~~Management Incentive Plan, the preliminary bonus ~~amount~~amounts payable ~~depends~~were dependent upon the amount of Corporation Operating Income achieved as compared to the Corporation Operating Income Target as follows:

Plan Provisions
Corporation Operating Income
(in thousands)

Performance Level
(% of Target Achievement)

Payout Percentage⁽¹⁾
<$1,210,523
   Below Threshold (<75%)     0%
  $1,210,523
   Threshold (75%)   50%
  $1,614,030
   Target (100%) 100%
  $2,017,538
   Maximum (125%) 200%


Plan Provisions
Corporation Operating Income (in millions)	Performance Level (% of Target Achievement)	Payout Percentage⁽¹⁾
<$2,823.2	Below Threshold (<94.1%)	0%
$2,823.2	Threshold (94.1%)	50.0%
$2,941.8	At 98.1%	90.0%
$3,000.0	Target (100%)	100.0%
$3,228.9	Maximum (107.6%)	200.0%

(1)	The payout curve includes ~~three different slopes as follows: (a) between Threshold and Target, (b) between Target and 105% performance and (c) between 105% and Maximum.~~four linear slopes. Payouts between these points are calculated using interpolation.

~~In January 2014,~~Bonus funding under the Management Incentive Plan for the Named Executive Officers who are Chief Executive Officers of a group of brands was calculated by reference to a bonus schedule that calibrates the respective weighted Brand Operating Income Target (50%) and Corporation Operating Income Target (50%) for the fiscal 2017 plan year with the target bonus.

The Compensation Committees ~~set~~considered the attainment of each brand’s Brand Operating Income Target for fiscal ~~2014~~2017 to be achievable but challenging given each brand’s fiscal 2016 performance.

LOGO Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

The fiscal 2017 Brand Operating Income Target for the Holland America Group (applicable to Mr. Kruse) and the Costa Group (applicable to Mr. Thamm) were 9.8% and 18.1%, respectively, more than the actual Brand Operating Income achieved in fiscal 2016 when normalized for fuel price and currency exchange rate impact. The Compensation Committees believed that these targets represented challenging performance goals and were both meaningfully higher than the normalized actual results for fiscal 2016.

The fiscal 2017 target bonuses ~~under the Corporate Plan at $2,650,000 for Mr. Donald, $900,000 for Mr. Bernstein and $1,100,000 for Mr. Buckelew.~~ were, as follows:


Named Executive Officer	Fiscal 2016 Target Bonus		Fiscal 2017 Target Bonus		Change from Fiscal 2016 Target Bonus
Arnold W. Donald		$2,650,000		$3,000,000		13.2	%
David Bernstein		$ 950,000		$1,000,000		5.3	%
Stein Kruse		$1,100,000		$1,200,000		9.1	%
Arnaldo Perez		N/A		$ 450,000		N/A
Michael Thamm		€ 900,000		€ 1,116,000		24.0	%

These amounts were established by the Compensation Committees after taking into consideration the competitive market analysis (described above), the increased business responsibilities for Messrs. Bernstein, Kruse and Thamm, historical bonus payout levels, the more challenging Corporation Operating Income Target established by the Compensation Committees for fiscal ~~2014, the elimination of any minimum guaranteed bonus under the Corporate Plan~~2017 and the Compensation Committees’ philosophy to place ~~greater~~ emphasis on performance-based pay elements.

Mr. Donald’s annual bonus for fiscal 2013 had been fixed pursuant to his employment agreement. Mr. Bernstein’s fiscal 2014 target bonus represented a 47.5% increase from his fiscal 2013 target bonus, reflecting his increased responsibilities overseeing global casino operations as well as the Compensation Committees desire to align his target cash compensation closer to the market median.

Following the end of fiscal ~~2014,~~2017, the Compensation Committees confirmed preliminary funding bonus amounts for the ~~NEO participants~~Named Executive Officers based on the actual Corporation Operating Income and Brand Operating Income results achieved during fiscal ~~2014.~~2017. Under the terms of the ~~Corporate~~Management Incentive Plan, the Compensation Committees then considered other factors deemed relevant to the performance of Carnival Corporation & ~~plc.~~plc and the individual brands. One such factor iswas our HESS performance, as determined by the HESS Committees. To make this annual determination, the HESS Committees ~~meet~~met regularly with members of the Carnival Corporation & plc Maritime Policy & Analysis Department and senior management to review an extensive analysis of each brand’s and Carnival Corporation & plc’s enterprise-wide performance in HESS-related areas tracked throughout the course of the fiscal year. Based on ~~its review of these factors,~~the HESS Committees’ recommendation, the Compensation Committees approved adjustments to actual Corporation Operating Income and Brand Operating Income for fiscal 2014 to take into account the effects of ship impairments, gains and losses on ship sales, restructuring expenses, multi-employer pension plan expenses for pre-DLC employee service benefits and HESS performance. 2017.

After taking all of these adjustments into consideration, ~~(and with no specific weight applied to any one factor),~~ the Compensation Committees certified an adjusted Corporation Operating Income amount for fiscal ~~2014~~2017 that was ~~112.7%~~103.4% of the fiscal ~~2014~~2017 Corporation Operating Income ~~Target. This figure was also 18.4% higher than the Corporation Operating Income for fiscal 2013 (which was also determined taking into account similar adjustments),~~Target and resulted in a preliminary bonus equal to ~~147.6%~~145.9% of ~~a participant’s~~Messrs. Donald, Bernstein and Perez’s target bonus.

The adjusted Corporation Operating Income, performance levels and resulting actual performance level payouts for fiscal ~~2014~~2017 as approved by the Compensation Committees were as follows:

Actual Results and Payout
Adjusted
Fiscal 2014
Corporation Operating Income
(in thousands)

Actual
Percent of
Target Achieved

Actual
Fiscal 2014
Payout Percentage
$1,818,528
112.7% 147.6%


Actual Results and Payout
Adjusted Fiscal 2017 Corporation Operating Income (in thousands)	Actual Percent of Target Achieved	Actual Fiscal 2016 Payout Percentage
$3,102	103.4%	145.9%

The Compensation Committees also certified an adjusted Brand Operating Income amount for the Holland America Group for fiscal 2017 that was 108.1% of its 2017 Brand Operating Income Target


46				Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

and for the Costa Group that was 86.5% of its 2017 Brand Operating Income Target. When these fiscal 2017 brand results, inclusive of their respective HESS modifiers, were combined with the adjusted Corporate Operating Income results described above, the result was preliminary funding for Messrs. Kruse and Thamm, equal to 174.8% and 73.0% of their respective target bonuses.

Mr. Donald made recommendations to the Compensation Committees for all ~~NEO cash~~Named Executive Officer annual bonuses except for his own. The recommendations included a subjective review of the applicable fiscal year overall performance of each ~~NEO.~~Named Executive Officer. Mr. Donald also submitted his self-assessments to the Compensation Committees summarizing his own activities and results as compared to his goals, as well as Carnival Corporation & plc’s overall performance.

Final bonus amounts were then determined by the Compensation Committees, taking into account Mr. Donald’s recommendations and input from ~~FWC.~~FW Cook. In making their determinations, including whether to vary bonuses from the amount determined under the bonus schedule included in the ~~Corporate~~Management Incentive Plan, the Compensation Committees considered the factors summarized in the ~~Executive Summary~~“Executive Summary” section above, in addition to the competitive market compensation for each ~~NEO~~Named Executive Officer and ~~its~~their subjective overall assessment of individual ~~NEO~~ performance in fiscal ~~2014.~~2017. After taking into account the factors referred to above, together with an assessment of the individual performance of each of ~~Messrs. Donald, Bernstein and Buckelew,~~the Named Executive Officers, the Compensation Committees determined ~~their~~not to vary the final bonus amounts ~~as follows:~~

NEO
   Fiscal 2014
Target Bonus       Actual 2014
Payout Percentage    Fiscal 2014
Actual Bonus    Fiscal 2013
Actual Bonus Change from
Fiscal 2013 Actual
Bonus
Arnold W. Donald
   $ 2,650,000       x    147.6% =    $ 3,911,400       $ 1,125,000 ⁽¹⁾ 247.7 %
David Bernstein
   $ 900,000       x    147.8% =    $ 1,330,000       $ 317,200    319.3 %
Alan Buckelew
   $ 1,100,000       x    138.6% =    $ 1,525,000       N/A    N/A

~~(1)~~

Pursuant to the terms of his employment agreement, Mr. Donald received a fixed payment of $1,125,000 for his 2013 bonus, to reflect the portion of the year during which he served as President and Chief Executive Officer.

~~The Brand Management Plan~~

Messrs. Cahill and Thamm participated in the Carnival Corporation & plc Brand Management Incentive Plan (the “Brand Management Plan”). The Brand Management Plan is designed to focus the attention of the employees of our cruise brands on achieving outstanding performance results as reflected in the operating income of the brand or group of brands they work for and the operating income of Carnival Corporation & plc, as well as other relevant measures.

~~Bonus funding under the Brand Management Plan for these NEOs is calculated~~determined by reference to a bonus schedule that calibrates the respective weighted Brand Operating Income Target (50%) and Corporation Operating Income Target (50%) for the fiscal 2014 plan year with the target bonus. The performance range in the bonus schedule ~~is similar to the schedule~~ in the ~~Corporate Plan and ranges from 75% to 125% of~~Management Incentive Plan. As a result, the Operating Income Targets with results at less than 75% producing a preliminary bonus amount equal to zero, at 75% producing a preliminary bonus amount equal to 50% of the target bonus, 100% of the target bonus producing a preliminary bonus amount equal to 100% of the target bonus and at 125% or more producing a preliminary bonus amount equal to 200% of the target bonus. Results between threshold and target, between target and 105% performance and between 105% and maximum are calculated using interpolation. Importantly,bonuses for fiscal ~~2014 and future years, the Compensation Committees eliminated any minimum guaranteed~~2017 were more than actual bonus ~~under any of the annual bonus programs applicable to the NEOs, including Messrs. Cahill and Thamm.~~

Under the Brand Management Plan, “Brand Operating Income” means the Non-GAAP net income of the respective brand (or group of brands) excluding interest income and expense and other non-operating income and expense and income taxes, as reported by the brand (or group of brands)amounts for fiscal 2016, except for the ~~plan year. The “Brand Operating Income Target”~~bonus for ~~each year is established by the~~Mr. Thamm.

Equity-Based Compensation Committees taking into account historical performance, company/industry growth, the brand’s or brand group’s annual plan, consultation with management and such other factors as the Compensation Committees deem appropriate. The Brand Operating Income Targets and the actual Brand Operating Income achieved for fiscal 2014 were measured using a constant fuel price per ton. The Corporation Operating Income Target and Corporation Operating Income for fiscal 2014 are as described above for the Corporate Plan.

A. General

The Compensation Committees considered the attainment of each brand’s Brand Operating Income Target for fiscal 2014 to be achievable but challenging given each brand’s fiscal 2013 performance. The fiscal 2014 Brand Operating Income Target for Carnival Cruise Lines (applicable to Mr. Cahill) and the Costa Group (applicable to Mr. Thamm) were approximately 13.9% and 60.2%, respectively, more than the actual adjusted Brand Operating Income achieved in fiscal 2013. The Compensation Committees believed that these targets represented challenging performance goals and were both meaningfully higher than the actual results for fiscal 2013.

For fiscal 2014, the Compensation Committees established the target bonus for Messrs. Cahill and Thamm at $1,133,000 and €900,000, respectively, representing no increase from their fiscal 2013 target bonus opportunities.

Following the end of fiscal 2014, the Compensation Committees confirmed funding bonus amounts for Messrs. Cahill and Thamm based on the actual Brand Operating Income for their applicable brand, adjusted to reflect the impact of constant (prior year) fuel prices on fuel expense, and the actual Corporation Operating Income results achieved during fiscal 2014. As with the Corporate Plan, under the terms of the Brand Management Plan, the Compensation Committees then considered other factors deemed relevant to the performance of each brand. Based on its review of these factors, the Compensation Committees approved adjustments to each brand’s Brand Operating Income for fiscal 2014 to take into account the effects of ship impairments, gains and losses on ship sales, restructuring expenses and HESS performance. After taking all of these adjustments into consideration (and with no specific weight applied to any one factor), the Compensation Committees certified an adjusted Brand Operating Income amount for Carnival Cruise Lines for fiscal 2014 that was 111.7% of its 2014 Brand Operating Income Target and for the Costa Group that was 110.4% of its 2014 Brand Operating Income Target. When these fiscal 2014 brand results were combined with the adjusted Corporate Operating Income results described above, the result was preliminary funding for Messrs. Cahill and Thamm, equal to 143.9% and 138.9% of their respective target bonuses.

After taking into account the factors and adjustments referred to above, together, with an assessment of the individual performance of each of Messrs. Cahill and Thamm, the Compensation Committees determined their final bonus amounts as follows:

NEO
   Fiscal 2014
Target Bonus       Actual 2014
Payout Percentage    Fiscal 2014
Actual Bonus    Fiscal 2013
Actual Bonus    Change from
Fiscal 2013 Actual
Bonus
Gerald R. Cahill
   $ 1,133,000       x       143.9 % =       $ 1,630,000       $ 566,500       187.7 %
Michael Thamm⁽¹⁾
   € 900,000       x       138.9 % =       € 1,250,000       € 450,000       177.8 %

~~(1)~~

Mr. Thamm’s fiscal 2014 bonus is payable in euros. His bonus is equivalent to $594,000 for fiscal 2013 when converted into U.S. dollars at the average exchange rate for fiscal 2013 of $1.32:€1 and $1,675,000 for fiscal 2014 when converted into U.S. dollars at the average exchange rate for fiscal 2014 of $1.34:€1.

~~Equity-Based Compensation~~

~~General~~

~~The Compensation Committees award~~grant equity-based compensation to ~~NEOs~~our Named Executive Officers to provide long-term incentives and align management and shareholder interests. The Compensation Committees believe that a ~~significant percentage~~substantial portion of compensation should be ~~equity-based, rather than paid in cash.~~equity-based. The equity-based compensation program is designed to recognize scope of responsibilities, reward demonstrated performance and leadership, motivate future superior performance and align the interests of the executive with our shareholders. ~~There are two different types of~~To further augment these views the equity ~~grants made to~~program for fiscal 2017 was 100% performance-based for our ~~NEOs~~Named Executive Officers and other key executives within Carnival Corporation & ~~plc: PBS grants~~plc. For fiscal 2017, this includes three different types of performance-based equity grants:

Management Incentive Plan-Tied Equity (“MTE”) grants;

Performance-Based Share (“PBS”) grants; and ~~TBS~~

Shareholder Equity Alignment (“SEA”) grants. ~~PBS~~

These equity grants provide for performance-based vesting or granting criteria and align our senior management team’s long-term compensation opportunities with Carnival Corporation & plc’s long-term performance. In addition, the value of ~~TBS~~these equity grants ~~(as well as PBS grants) appreciates~~serve to link pay and performance in two ways: they have pre- or ~~depreciates~~post-grant performance criteria to determine the number of shares earned and the value of the shares earned appreciate or depreciate based on the trading price of our ~~shares and thus these awards also serve to link pay and performance.~~shares.

Our equity-based compensation grants are made pursuant to the Carnival Corporation 2011 Stock ~~Plan, the Carnival plc 2005 Employee Share~~ Plan or the Carnival plc 2014 Employee Share Plan, which have been approved by Carnival Corporation & plc’s shareholders. Messrs. Donald,,Bernstein, ~~Buckelew~~Kruse and ~~Cahill receive~~Perez received equity grants under the Carnival Corporation 2011 Stock Plan. Mr. Thamm received equity grants under the Carnival plc ~~2005 Employee Share Plan during fiscal 2014 and under the Carnival plc~~ 2014 Employee Share ~~Plan during fiscal 2015.~~Plan.

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Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

The specific equity grants made to ~~NEOs~~our Named Executive Officers reflect the desire of the Compensation Committees to ~~have a substantial portion of~~link this compensation ~~be in the form of equity-based compensation.~~to performance. The number and form of equity grants made annually to our ~~NEOs~~Named Executive Officers are determined both in the discretion of the Compensation Committees and pursuant to certain agreements with certain ~~NEOs.~~Named Executive Officers. Existing ownership levels are not a factor in ~~award~~grant determinations, as the Compensation Committees do not want to discourage executives from holding significant amounts of Carnival Corporation and Carnival plc shares.

The ~~number~~value of equity grants made to ~~the NEOs~~our Named Executive Officers other than Mr. Donald ~~in 2014~~ was determined by the Compensation Committees after reviewing the recommendation of Mr. Donald and the Chairman of the Boards of Directors and the other elements of the ~~NEO’s~~Named Executive Officer’s current year compensation, ~~and~~ taking into account the position and role of the ~~NEO, his~~Named Executive Officer, the individual performance in the preceding fiscal year and historically, and ~~his~~the perceived future value to Carnival Corporation & plc. ~~The Compensation Committees also review~~When reviewing the competitive market assessment provided by FW Cook for total direct compensation, the Compensation Committee also evaluated the long-term and short-term incentive compensation ~~provided by the consultant~~components to confirm that the value of ~~an NEO’s~~a Named Executive Officer’s aggregate equity-based compensation and total direct compensation remains generally competitive. As discussed previously in “Overview of Total Direct Compensation for 2014 and Comparison to 2013,” individual equity grants are not directly linked to operating income results or other company or individual performance from the prior year. Similar to the approach taken for the other ~~NEOs,~~Named Executive Officers, the ~~number~~value of equity grants made to Mr. Donald was determined by the Compensation Committees after consultation with ~~their compensation consultant, in accordance with his employment agreement entered into when he was recruited and~~FW Cook, taking into account his position and role, his individual performance, perceived future value and competitive market position.

B. Disclosure and the Timing of Equity-Based Compensation

~~Disclosure and the Timing of Equity-Based Compensation~~

The Compensation Committees met in ~~April 2014~~January 2017 to determine the target values of the MTE grants and the SEA grants, and in April 2017 to determine the 2017 PBS grants, ~~made as~~all of which are part of the equity-based compensation for key executives in fiscal ~~2014.~~2017.

~~While~~The fiscal 2017 MTE grant was made in January 2018 once the ~~size of~~Management Incentive Plan performance result was assessed and verified. Because the TBS grant made to each NEO at the beginning of each fiscal year is influenced by the NEO’s experience and long-term prior performance, the vesting of these grants made to the NEOs is not subject to performance criteria. Although the TBSMTE grants are ~~not solely~~ based on ~~the preceding fiscal year’s~~2017 performance, the Compensation Committees believe that the discussion of these equity-based ~~compensation awards~~grants made after a fiscal year end is important to an understanding of overall ~~NEO~~Named Executive Officer compensation for the preceding ~~fiscal~~ year. ~~Thus,~~

inAccordingly, we describe below the ~~next section of this Compensation Discussion and Analysis, the Compensation Committees discuss not only the TBS~~MTE grants made in early ~~fiscal 2015, but also~~2018 and the ~~TBS~~MTE grants made in early ~~fiscal 2014~~2017 (which were discussed previously in last year’s ~~proxy statement~~Proxy Statement but first appear in the “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal ~~2014”~~2017” table in this year’s ~~proxy statement)~~Proxy Statement).

~~The~~C. Fiscal 2017 Annual Grants

2017 MTE Grants. In January 2017, the Compensation Committees approved an MTE target grant value for each of our Named Executive Officers and certain other executives. Each target grant value was determined after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors, as well as reviewing the scope of the Named Executive Officer’s responsibilities, performance and long-term retention considerations.

Following the end of fiscal 2017, the actual 2017 Management Incentive Plan payout percentage is applied to the MTE target grant value to determine the actual MTE grant values, which may be from zero to 200% of target. In January 2018, the actual MTE grant value earned was converted into a number of ~~PBS and TBS~~RSUs that cliff vest two years from the date of grant. The MTE grants do not receive dividends or have voting rights. Each MTE RSU is credited with dividend equivalents equal to ~~make to the NEOs and all other participants based on~~ the value of ~~the shares rather than based~~cash and stock dividends paid on share numbers. Basing equity grants on value facilitates comparisons to external market references and also to other forms of remuneration such as salaries, bonuses and benefits. Value-based equity grants help Carnival Corporation &common stock or Carnival plc ~~more effectively manage stock compensation expense.~~

~~Special PBS Grant Made to NEOs (other than Mr. Donald)~~

Mr. Donald has made significant changes to the senior leadership team as well as the structure in which they work to jointly direct the operations and strategies of our brands across the entire corporation. The fundamental objective of this new focus is to leverage the scale of our worldwide businesses with the goal to profitably grow our cruise business and increase our return on invested capital, reaching double digit returns in the next three to four years, while maintaining a strong balance sheet. In order to incentivize and focus the NEOs during this critical transition period to achieve these broader goals beyond the individual brands or departments for which they have responsibility and strengthen the alignment between compensation opportunities and shareholder outcomes over the next three years, the Compensation Committees granted a special PBS grant to Messrs. Bernstein, Buckelew, Cahill, and Thamm with a target value of $1,000,000 each. This value was determined to be an appropriate incentive after taking into consideration the overall compensation of the NEOs, as well as the potential accounting expense associated with the awards. Mr. Donald received a special PBS award in fiscal 2013 so did not participate in this grant. The special PBS grant is entirely performance-based and the ultimate value is contingent upon Carnival Corporation & plc’s TSR over the next three years. The Compensation Committees believe that these special PBS awards provide the NEOs with meaningful upside tied explicitly to shareholder outcomes, create alignment among the NEOs and Mr. Donald, and are reasonable in size taking into account the target total direct compensation opportunities afforded to the NEOs in fiscal 2014.

~~The special PBS grant requires an absolute TSR condition that is linked to Carnival Corporation & plc’s TSR as follows:~~ordinary


~~TSR over 3 years~~ 48		~~Less than 5% per year~~		~~Between 5% and 17% per year~~ Carnival Corporation & plc 2018 Proxy Statement

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Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

shares. The dividend equivalents will be distributed upon the settlement of the MTE RSUs only upon vesting. Please see the “Equity Grants Made During Fiscal 2018 as Compensation for Fiscal 2017” table for additional MTE grant details.

The MTE grants made to our Named Executive Officers in January 2018 were as follows:


Named Executive Officer	MTE Target Value⁽¹⁾			2017 Payout Percentage				MTE Grant Value				Closing Price On Grant Date⁽¹⁾			RSUs Received⁽²⁾ (#)
Arnold W. Donald		$1,500,000	x		145.9	%	=		$	2,188,500	÷		$68.52	=		31,939
David Bernstein		$ 400,000	x		145.9	%	=		$	583,600	÷		$68.52	=		8,517
Stein Kruse		$ 500,000	x		174.8	%	=		$	874,000	÷		$68.52	=		12,755
Arnaldo Perez		$ 250,000	x		145.9	%	=		$	364,750	÷		$68.52	=		5,323
Michael Thamm		€ 465,000	x		73.0	%	=		€	339,450	÷		€ 56.18	=		6,042

(1)

~~17% per year~~The closing price on the grant date is calculated by reference to the price of Carnival Corporation common stock or ~~greater~~Carnival plc ordinary shares on the New York Stock Exchange or London Stock Exchange, respectively, on the date of grant. The MTE grant made to Mr. Thamm is based on Carnival plc ordinary shares denominated in sterling. Because Mr. Thamm is compensated in euros, the Carnival plc ordinary share closing price on the grant date of £50.00 has been converted into euros based on an exchange rate of€1.12:£1.

~~Vesting~~

(2)

~~At 5%, 0.2x~~RSUs received have been rounded down to the ~~shares initially granted will vest increasing by 0.2x for each additional 0.5% TSR so the multiple becomes 5x at 17%~~

5x the initial number of shares awarded subject to a cap that the number of shares be reduced to such shares as have a value equal to $8 million if, at the end of the performance period, they would then be worth more than $8 millionnearest whole share.

~~While dividends~~Although considered to be compensation for performance in fiscal 2017, the MTE grants were made in early fiscal 2018 and, in accordance with SEC disclosure rules, are ~~taken into account~~not shown in ~~assessing~~ the ~~TSR calculation,~~“Grants of Plan-Based Awards in Fiscal 2017” table or included in the shares that vest do not accrue any dividends over the performance period. TSR is calculated using the 90-day average stock price as of December 27, 2013 of $35.11 for the awards based on Carnival Corporation shares and £21.96 for the awards based on Carnival plc shares“Outstanding Equity Awards at 2017 Fiscal Year-End” table, and the ~~90-day average stock price as~~grant date fair value of ~~December 27, 2016. At the end of the three-year performance period, 50% of the earned~~those shares ~~will immediately vest and the other 50% will vest 12 months later, if the NEO continues to be employed with us.~~

~~In the event of departure before the end of the performance period, the special PBS grant will generally lapse, except in certain situations identified~~are not reflected in the ~~special~~“Summary Compensation Table.” These grants will be reflected in the executive compensation tables in next year’s Proxy Statement. The MTE grants made during January 2017 were previously discussed in detail in our 2017 Proxy Statement. However, as discussed above, due to SEC disclosure rules, the grant date fair value of these grants are included in this Proxy Statement’s “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2017” table.

2017 PBS grant agreement in which case the shares shall vest in respect of the target level (generally subject to pro-rating for the period actually worked). In the event of a change in control, the shares shall vest according to the performance condition pro-rated through the change in control date.

~~Annual PBS Grants~~

Grants.The PBS grants made to ~~the NEOs~~our Named Executive Officers and other key executives in ~~fiscal 2014~~April 2017 vest zero to 200% of target based upon the extent to which ~~(1) EBIT,~~operating income, as adjusted for certain fuel price ~~changes,~~change and currency exchange rate impacts, for each of the three fiscal years in the ~~2014-2016~~2017-2019 performance cycle and ~~(2)~~the average of each annual ROIC result for the ~~single~~ three-year performance cycle ~~exceed~~exceeds the specified performance ~~goals, as modified up or down by up to 25% at the end of the three year performance cycle for Carnival Corporation & plc’s TSR rank relative to the Peer Group.~~goals. Under the terms of the ~~award,~~grant, the ~~EBIT~~operating income result is weighted ~~75%~~70% and ROIC result is weighted ~~25%~~30%. ~~If the TSR modifier increase applies, the~~The maximum payout ~~would be~~is 200% of target. The ~~EBIT~~operating income and ROIC targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive).

The Compensation Committees believe that growth in ~~EBIT~~operating income is a critical measure of Carnival Corporation & plc’s ability to maintain and grow earnings over time. The grants further align an increasing proportion of the total compensation of key members of our management team ~~(approximately 94~~(105 senior managers worldwide, including ~~the NEOs)~~our Named Executive Officers) with the long-term growth of Carnival Corporation & plc. The Compensation Committees believe the inclusion of PBS grants into the compensation program for the NEOs demonstrates the Compensation Committees’ continued focus on pay for performance and strengthens our commitment to aligning management compensation with shareholder outcomes.

The Compensation Committees approved the PBS grants to ~~the NEOs~~our Named Executive Officers after an evaluation of current market practice, the aggregate market positioning of total direct compensation, and the Compensation Committees’ focus on ~~increasing~~the alignment between our ~~NEO’s~~Named Executive Officer’s pay outcomes and Carnival Corporation & plc’s long-term performance.

2017 SEA Grants.In January 2017, the Compensation Committees made SEA grants to the Named Executive Officers and certain other key executives. All Named Executive Officers received SEA grants in the form of RSUs of Carnival Corporation common stock.

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Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

The ~~PBS~~SEA grant is based upon Carnival Corporation’s absolute TSR performance as modified by our TSR rank relative to the 2017 Peer Group over the period of December 31, 2016 through December 31, 2019. The maximum possible payout is six times the target number of SEA RSUs, subject to a value cap of seven times the grant date value. While dividends are taken into account in assessing the TSR calculations, these RSUs do not accrue any dividends over the performance period. Absolute TSR growth is calculated using the 90-day average stock price as of December 31, 2016 of $50.06. The earned shares will vest after the Compensation Committees certify the results and are contingent upon continued employment.

The SEA grant requires an absolute TSR condition that is linked to Carnival Corporation’s share price growth as follows:


Goal Levels	Absolute TSR Compound Annual Growth per Year (%)	Vesting	Payout (%)
Below Threshold	Less than 7	0.0%	0
Threshold	7	At 7%, each 0.3% increase in the compound annual growth rate increases the absolute TSR vesting by 5.6% of the initial number of SEA restricted stock units granted until the maximum growth is reached	50
Target	9.7		100
Maximum	20.5	At maximum, three times the initial number of SEA restricted stock units granted is earned subject to a cap that the number of shares be reduced to such shares as have a value equal to seven times the grant date value if, at the end of the performance period, they would then be worth more than seven times the grant date value	300

The absolute TSR payout percentage is then multiplied by a modifier tied to Carnival Corporation’s TSR ranking relative to the 2017 Peer Group which may increase or decrease the absolute TSR result, as follows:


Quintile	First	Second	Third	Fourth	Fifth
Relative TSR Ranking (%)	0-14	15-29	30-69	70-84	85-100
Relative TSR Modification (%)	33	75	100	125	200

The Compensation Committees believe that these SEA grants provide the Name Executive Officers with meaningful upside tied explicitly to shareholder outcomes, create alignment among the Named Executive Officers and senior management team.

The SEA grants made to ~~the NEOs in April 2014 were as follows:~~

NEO
   Target PBS Grants
(#)    Grant Date Fair Value
of PBS Grants⁽¹⁾
Arnold W. Donald
   38,314    $1,427,993
David Bernstein
   11,631    $   433,497
Alan Buckelew
   15,736    $   586,493
Gerald R. Cahill
   12,828    $   478,110
Michael Thamm
   13,015    €    354,192⁽²⁾

~~(1)~~

~~The grant date fair value of the PBS grants is calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”).~~

~~(2)~~

The PBS grants made to Mr. Thamm are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the PBS grants made to Mr. Thamm has been converted from sterling into euros based on the April 16, 2014 grant date exchange rate of €1.21:£1.

~~TBS Grants Made During Fiscal 2015~~

All individuals who received awards during fiscal 2015 under the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan, including the NEOs, receive restricted shares or RSUs that cliff vest after three years, such vesting being in conformity with the UK Corporate Governance Code.

The Compensation Committees approved the equity-based awards to the NEOs after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors, as well as reviewing the scope of the NEO’s responsibilities and the NEO’s performance and long-term retention considerations. The TBS grants for the NEOsour Named Executive Officers in January ~~2015 were as follows:~~

NEO
   TBS Grants
Restricted Shares/RSUs
                  (#)                       Grant Date Fair Value
of TBS Grants⁽¹⁾
Arnold W. Donald
   45,366    $2,099,992
David Bernstein
   17,282    $   799,984
Alan Buckelew
   21,602    $   999,957
Gerald R. Cahill
   23,763    $1,099,989
Michael Thamm
   16,552    €   648,944

~~(1)~~

The grant date fair value of the TBS grants is calculated by reference to the price of Carnival Corporation common stock on the New York Stock Exchange on the date of grant. The TBS grants made to Mr. Thamm are based on Carnival plc shares denominated in sterling. Because Mr. Thamm is compensated in euros, the value of the TBS grants made to Mr. Thamm has been converted from sterling into euros based on the January 12, 2015 exchange rate of €1.28:£1.

~~TBS Grants Made During Fiscal 2014~~

TBS grants made during January 2014 were previously discussed in detail in our 2014 proxy statement. However, as discussed above, due to SEC disclosure rules, the grant date fair value of the grants detailed below2017 are included ~~in this proxy’s “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2014” table.~~

All participants in the Carnival Corporation 2011 Stock Plan and the Carnival plc 2005 Employee Share Plan, including the NEOs, received restricted shares or RSUs that cliff vest after three years, such vesting being in conformity with the UK Corporate Governance Code.

The Compensation Committees approved the TBS to the NEOs after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors as well as reviewing the scope of the NEO’s responsibilities, the NEO’s performance and long-term retention considerations. The TBS grants approved for the NEOs in January 2014 were as follows:

NEO
   TBS Grants
Restricted Shares/RSUs
              (#)                  Grant Date Fair Value
of TBS Grants⁽¹⁾
Arnold W. Donald
   50,578    $2,099,999
David Bernstein
   14,932    $   619,977
Alan Buckelew
   18,545    $   769,988
Gerald R. Cahill
   26,493    $1,099,989
Michael Thamm⁽²⁾
   20,870    €   647,387

~~(1)~~

~~The TBS grants during fiscal 2014 are shown~~ in the “Grants of Plan-Based Awards in Fiscal ~~2014” table~~2017” table.

D. Disclosure of Prior Years’ Equity Grant Results

2015 PBS Grants. The 2015 PBS grants made to the Named Executive Officers in April 2015 reached the end of the performance period at the end of fiscal 2017 and ~~are included~~vested on February 13, 2018. Under the terms of the 2015 PBS grant, shares vested based upon the extent to which Corporation Operating Income (70% weighting), as adjusted for 100% of year-over-year fuel price changes and currency


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Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

exchange rate impact for each of fiscal 2015, 2016 and 2017 and ROIC growth (30% weighting) over the three-year performance period reached or exceeded the following:


Goal Level	Annual Corporation Operating Income Growth Goal (%)		2015 Corporation Operating Income Goals ($ in billions)		2016 Corporation Operating Income Goals ($ in billions)		2017 Corporation Operating Income Goals ($ in billions)		2017 ROIC Growth Goal (%)		Payout for Operating Income & ROIC Goals (%)
Threshold		8		1,925		2,535		3,055		40		50
Target		14		2,200		2,676		3,225		50		100
Maximum		22		2,585		2,864		3,451		67		200

The operating income and ROIC results for the 2015 PBS grant were as follows:


Operating Income and ROIC Results	2015 Corporation Operating Income ($ in billions)			2016 Corporation Operating Income ($ in billions)			2017 Corporation Operating Income ($ in billions)			2017 ROIC Growth			2017 ROIC
Annual Adjusted Operating Income		$2,444			$2,783			$3,254
Annual Adjusted Operating Income Growth		111.11	%		18.54	%		15.03	%
Annual Operating Income Growth Payout		163.49	%		156.75	%		112.88	%
ROIC Growth											74.58	%		9.43	%

The fiscal 2015, 2016 and 2017 annual adjusted Corporation Operating Income growth payout percentages were averaged, and the growth of fiscal 2017 ROIC over fiscal 2014 ROIC was calculated to determine the respective payout percentages that were then weighted. The weighted payout percentage was then subject to modification for relative TSR (+10% if in the ~~“Outstanding Equity Awards~~first quartile against the 2015 peer group, 0% if in the second or third quartile, and -10% if in the fourth quartile) to obtain a final payout percentages, as follows:


Payout % and TSR Modifier	Unweighted Payout (%)		Weighting (%)		Weighted Payout (%)
Average Annual Adjusted Operating Income Payout		144.37		70		101.06
ROIC Payout		200.00		30		60.00
Weighted Operating Income and ROIC Payout						161.06
TSR Modifier (second quartile)						100.00
Final Payout after TSR Modifier						161.06

Based on these performance measures, the Named Executive Officers received the following:


Named Executive Officer	2015 PBS Earned Shares⁽¹⁾ (#)
Arnold W. Donald		47,478
David Bernstein		14,413
Stein Kruse		19,499
Arnaldo Perez		8,138
Michael Thamm		12,313

(1)	Additional shares will be provided to take into account dividend reinvestment during the period.

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Special PBS Grant Made to Named Executive Officers (other than the Chief Executive Officer) in December 2013. The special PBS grant made to Messrs. Bernstein, Kruse, Perez, Thamm and other senior officers in December 2013 reached the end of its three-year performance period on December 26, 2016. Under the terms of this special PBS grant, shares were earned based on the compound annual growth rate, including the value of dividends reinvested (“CAGR”) of Carnival Corporation’s absolute TSR over the three-year performance period.


					# of Special PBS
Grant Level	CAGR Required (%)		Vesting Percentage (%)		Bernstein & Kruse		Perez		Thamm
Below Threshold		Less than 5		0		0		0		0
Threshold		5		20		5,696		1,424		5,518
Target		7		100		28,481		7,120		27,591
Maximum		17		500		142,408		35,600		137,955

CAGR performance of Carnival Corporation’s TSR was measured from the 90-day average closing price of a share of Carnival Corporation common stock of $35.11 on December 27, 2013 against the 90-day average closing price of a share of Carnival Corporation common stock, including the value of reinvested dividends, of $53.61 at ~~2014 Fiscal Year-End” table,~~December 27, 2016. This resulted in CAGR of 15.15%, which corresponded to a vesting percentage of 426%. Half of the earned shares were released on December 29, 2016 and the ~~grant date fair value of those~~remaining half was released on December 27, 2017.

As a result, the following shares ~~is reflected in the “Summary Compensation Table.”~~were earned:


Named Executive Officer	Special PBS Shares Earned⁽¹⁾ (#)
David Bernstein		121,329
Stein Kruse		121,329
Arnaldo Perez		30,331
Michael Thamm		117,537

(1)	Participants received Carnival Corporation common stock, except for Mr. Thamm who received Carnival plc ordinary shares, 50% of which vested on December 26, 2016 and 50% of which vested on December 27, 2017.

Perquisites and Other Compensation

~~The NEOs~~Our Named Executive Officers are provided various perquisites believed by the Compensation Committees to be representative of common practices for executives in their respective countries. Some of Mr. Donald’s and Mr. Thamm’s

perquisites and other benefits are provided pursuant to terms of their employment agreements. The Compensation Committees, with the assistance of ~~a consultant,~~FW Cook, review perquisites provided to ~~the NEOs~~our Named Executive Officers on a periodic basis and take into account each ~~NEO’s~~Named Executive Officer’s particular circumstances and overall level of compensation, and believe that perquisites provided by Carnival Corporation & plc continue to be an appropriate element of the overall compensation package used to attract and retain such officers.

The Compensation Committees have approved a policy to establish procedures and controls as to the authorized use of aircraft owned or chartered by Carnival Corporation & plc (the “Aircraft”). According to the policy, the Aircraft can only be used for business purposes. Guests may accompany these executives when traveling. The Compensation Committees have also agreed to allow Mr. Donald to use the Aircraft ~~a maximum of 30 hours of~~for personal use so long as the incremental cost to Carnival Corporation & plc does not exceed $200,000 per year. Once that threshold is reached, Mr. Donald will reimburse us for those


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costs. The Compensation Committees determined that the Aircraft usage policy and levels of usage and costs were consistent with those offered by large multinational companies like Carnival Corporation & plc.

The perquisites received by each ~~NEO~~Named Executive Officer in fiscal ~~2014,~~2017, as well as their incremental cost to Carnival Corporation & plc, are reported in the “Summary Compensation Table” and its accompanying footnotes.

~~POST-EMPLOYMENT COMPENSATION OBLIGATIONS~~Post-Employment Compensation Obligations

Carnival Corporation & plc does not have any change of control agreements that provide cash severance to our ~~NEOs~~Named Executive Officers upon a change of control of Carnival Corporation & plc, with the exception of the employment agreement with Mr. Donald. Carnival Corporation & plc does not have employment agreements with any of our ~~NEOs~~Named Executive Officers that provide cash severance benefits in connection with the termination of anthe executive’s employment, with the exception of employment agreements with Mr. Donald and Mr. Thamm.

Mr. Donald’s employment agreement ~~which~~ is ~~consistent with U.S. norms, provides for a three-year term, commencing~~subject to renewal annually on October 14 ~~2013.~~^th of each year. If Mr. Donald wishes to leave prior to the end of the ~~three-year~~current term, he would generally need to ~~give~~provide at least 60 days’ written notice. ~~In the event of his earlier termination by Carnival Corporation & plc without cause or by~~The payments to Mr. Donald ~~for good reason (each as defined~~ in ~~his employment agreement), the employment agreement provides for compensation of one year’s base salary and target bonus for the year of termination. In~~ the event of termination are set forth in ~~connection with or following a change of control,~~ the ~~multiple would be two times.~~“Post-Employment Cash Compensation Obligations to Mr. ~~Donald would also be entitled to continuation of his benefits in kind for a period of up to 18 months.~~

If Mr. Donald is terminated for cause or Mr. Donald gives notice without good reason (each as defined in his employment agreement), he will not be entitled to the above sums and will receive any accrued but unpaid salary and other benefits. He will not be entitled to receive a bonus in respect of the year of termination (and will only be entitled to a bonus for any year which has been completed prior to his termination). Any equity-based awards will be subject to the plan under which they were issued and the associated award agreements.Donald” section.

Mr. Thamm’s employment agreement provides that he is generally entitled to an amount equal to one year’s base salary and bonus as compensation for his agreement not to engage in competition with us. The Compensation Committees believe that the severance benefits provided to Mr. Thamm under his employment agreement are reasonable and in accordance with market practice in Italy. During 2014, the Compensation Committees entered into an amendment of Mr. Thamm’s employment contract, primarily for the parties to agree that Mr. Thamm will participate in the Brand Management Incentive Plan beginning in fiscal 2014.

Upon termination of employment for certain circumstances or upon a change of control, our ~~NEOs~~Named Executive Officers may be entitled to retain or receive accelerated vesting of equity grants. Under the terms of the Carnival Corporation 2011 Stock Plan and the Carnival plc 2014 Employee Share Plan, however, the default provision upon a change in control would provide only for a “double trigger” acceleration of equity grants (such that no acceleration would occur

unless the participant’s employment were subsequently terminated by Carnival Corporation & plc (or its successor) without cause). These benefits are provided under the terms of the plans pursuant to which the equity grants were ~~awarded~~made, the grant agreement and under individual agreements with certain ~~NEOs.~~Named Executive Officers. However, none of ~~the NEOs~~our Named Executive Officers are entitled to receive any tax gross-up payments in respect of their severance benefits or accelerated equity grants. The benefits that our ~~NEOs~~Named Executive Officers may be eligible to receive in connection with the termination of their employment or upon a change of control are described in detail in this ~~proxy statement~~Proxy Statement under the heading “Potential Payments Upon Termination or Change of Control.”

The Compensation Committees believe that these arrangements are reasonable and encourage an executive to comply with post-termination non-compete and other restrictive covenants and to cooperate with us both before and after their employment is terminated.

Pensions and Deferred Compensation Plans

As part of the overall compensation program, Carnival Corporation & plc operates various group pension programs for certain of ~~its~~their executives. Under the Carnival Corporation pension programs, base salaries and annual ~~cash~~ bonuses were used to determine pension benefits.

Until ~~January 1, 2009,~~December 31, 1997, Mr. ~~Cahill received retirement benefits under~~Perez participated in the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees (the “Retirement Plan”)~~. In light of the application of Section 457A of the U.S. Internal Revenue Code, the present value of any annual~~, which is a nonqualified defined

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Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

benefit plan. His benefit accruals ~~after fiscal 2008 earned by eligible and participating employees (including participating NEOs)~~ under the Retirement Plan are currently payable. See the information regarding defined benefit retirement plan benefits for each of the NEOs in the “Pension Benefits in Fiscal 2014” table. The benefit formula for these plans is described in the narrative immediately following this table.

Until January 1, 2009, Mr. Buckelew received retirement benefits under the Princess Cruises Supplemental Senior Executive Retirement Plan (the “Princess SERP”). As a result of the application of Section 457A, Mr. Buckelew’s benefit under the Princess SERP was frozen as of December 31, 2008then ceased and he ~~has not accrued any additional~~began earning benefits under ~~the Princess SERP since that date.~~

~~In addition, until January 1, 2009, Messrs. Bernstein and Cahill also participated in~~ the Carnival Corporation Fun Ship Nonqualified Savings Plan (the “Savings Plan”), which is a nonqualified defined contribution plan whereby certain executives ~~may~~were able to defer salary and/or bonus amounts into the Savings Plan. ~~Because Mr.~~Until January 1, 2009, Messrs. Bernstein ~~was not a participant~~and Perez participated in the Savings Plan.

Additional information regarding the Retirement Plan is included in the “Pension Benefits” table and the narrative which was closed to participation prior to his commencement of employment, Carnival Corporation matched 50% of every dollar Mr. Bernstein deferred into the Savings Plan up to the lower of (i) 50% of the U.S. Internal Revenue Service qualified plan limitation (which in 2014 was $17,500, or $23,000 with catch-up contributions) or (ii) 6% of his annual base salary (before any pre-tax contributions from his pay and taxes) and bonus.follows. Additional information regarding the Savings Plan is described in the narrative immediately following the “Nonqualified Deferred Compensation in Fiscal 2014” table. Information regarding nonqualified deferred compensation for each of the NEOs is shown in the “Nonqualified Deferred Compensation in Fiscal ~~2014” table.~~2017” table and the narrative which follows.

~~Mr. Thamm does not participate in any pension or defined contribution plans sponsored by Carnival Corporation or Carnival plc.~~

~~As a result of~~In accordance with Section 457A of the U.S. Internal Revenue Code, Carnival Corporation ~~no longer provides future accruals~~paid out all benefits accrued under the Retirement Plan ~~the Princess SERP,~~and the Savings Plan ~~or the Salary Deferral Plan to its employees, including the NEOs.~~in December 2017.

In lieu of participation in ~~the Retirement Plan or~~ the Savings Plan, the Compensation Committees approved payment of an additional annual ~~cash~~ bonus directly to these employees in an amount equal to what would have

been deposited on behalf of those employees into those plans, less, as described below, any amount Carnival Corporation contributes to the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan (the “401(k) Plan”). These payments are taxable as ordinary income.

Beginning with the 2010 calendar year, the 401(k) Plan was amended and currently allows Messrs. Donald, Bernstein ~~Buckelew~~ and ~~Cahill~~Perez (as well as all other highly compensated employees) to defer a limited amount of compensation into the 401(k) Plan subject to nondiscrimination testing. Similarly, ~~except for Mr. Cahill,~~ Carnival Corporation shall make a matching contribution to the 401(k) Plan under the plan’s formula, subject to nondiscrimination testing.

~~STOCK OWNERSHIP REQUIREMENTS~~Stock Ownership Requirements

Our ~~boards~~Boards of ~~directors~~Directors and Compensation Committees believe it is important for executive officers and ~~directors~~Directors to build and maintain a long-term ownership position in Carnival Corporation or Carnival plc shares in order to align their financial interests with those of our shareholders and to encourage the creation of long-term value. Our compensation structure provides for a significant percentage of compensation to be equity-based, which places a substantial portion of compensation at risk over a long-term period. Accordingly, our Section 16 Officers, including our ~~NEOs,~~Named Executive Officers, are subject to a stock ownership policy. The policy specifies target ownership levels of Carnival Corporation or Carnival plc shares for each ~~participant~~executive expressed in terms of the value of the equity holdings ~~(including unvested restricted shares and RSUs)~~(excluding RSUs which have not vested) as a multiple of each Section 16 Officer’s base ~~salary~~salary. The target ownership levels are as follows:


Officers		Ownership Target Multiple of Base Salary
~~Chairman~~ Chair and/or Chief Executive Officer		5X6X salary
Vice ~~Chairman~~Chair and/or Chief Operating Officer		4X salary
Other Section 16 Officers		3X salary

~~Current Section 16 Officers are expected to be in compliance with the stock ownership policy within five years of the date of the policy’s adoption in January 2010.~~ Individuals who are newly designated as Section 16 Officers are expected to be in compliance with the stock ownership policy within five years of the date of becoming a Section 16 Officer. All of our ~~NEOs~~Named Executive Officers have ~~either~~ already complied with the stock ownership ~~policy or are on target to comply within the five year period.~~policy. Our Section 16 Officers are restricted from trading call and put options and entering into any hedging transactions with respect to our shares. Carnival Corporation & plc does not make any commitment to any persons covered by the stock ownership policy that they will receive any particular level of equity-based ~~awards.~~grants.

~~During 2014, the~~The stock ownership policy ~~was amended in line with best practices to provide~~provides that Section 16 Officers be required to retain at least 50% of the ~~share awards~~shares received upon ~~exercise or~~ release after deducting ~~the exercise price (of stock options) and~~ withholding taxes, until their target ownership is achieved.

~~IMPACT OF REGULATORY REQUIREMENTS ON~~


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COMPENSATION

Report of the Compensation Committees

Impact of Regulatory Requirements on Compensation

In making determinations regarding executive compensation, the Compensation Committees consider relevant issues relating to accounting treatment, tax treatment (both company and individual) and regulatory requirements. The global nature of Carnival Corporation & plc’s operations necessarily means that monitoring these technical issues and considering their potential impact on the appropriate design and operation of executive remuneration programs is an increasingly complex exercise. Technical issues are evaluated in light of Carnival Corporation & plc’s philosophy and objectives for executive compensation and ~~its~~their corporate governance principles, as described earlier in this Compensation Discussion and Analysis.

REPORT OF THE COMPENSATION COMMITTEES

The Compensation Committees have reviewed the Compensation Discussion and Analysis and discussed it with the management of Carnival Corporation & plc. Based on ~~its~~their review and discussions with management, the Compensation Committees recommended to our ~~boards~~Boards of ~~directors~~Directors that the Compensation Discussion and Analysis be incorporated by reference into the Carnival Corporation & plc 2017 joint Annual Report on Form 10-K ~~for 2014~~ and included in the Carnival Corporation & plc ~~2015 proxy statement.~~2018 Proxy Statement. This ~~report~~Report is provided by the following independent ~~directors,~~Directors, who comprise the Compensation Committees:


The Compensation Committee of Carnival Corporation	The Compensation Committee of Carnival plc
Randall J. Weisenburger, Chair	Randall J. Weisenburger, ~~Chairman~~	~~Randall J. Weisenburger, Chairman~~Chair
Richard J. Glasier	Richard J. Glasier
Laura Weil	Laura Weil

~~EXECUTIVE~~ COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committees are comprised entirely of three independent Directors listed above. No member of the Compensation Committees is a current, or during fiscal 2017 was a former, officer or employee of Carnival Corporation, Carnival plc or any of their subsidiaries. During fiscal 2017, no member of the Compensation Committees had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. In fiscal 2017, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of Carnival Corporation or Carnival plc.

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COMPENSATION

Compensation Tables

COMPENSATION TABLES

Although Carnival Corporation and Carnival plc are two separate entities, our business is run by a single senior management team. The following ~~table sets forth~~tables, narrative and footnotes discuss the ~~annual~~ compensation ~~for~~of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers for the year ended November 30, ~~2014. Because~~2017, who are referred to as the Named Executive Officers. Mr. ~~Thamm lives in Italy, his~~Thamm’s cash compensation was payable in ~~euros.~~euro. These euro amounts have been converted into U.S. dollars at the average U.S. dollar to euro exchange rate for fiscal ~~2014~~2017 of ~~$1.34:~~$1.12:€1.

Summary Compensation Table

Name and
Principal Position
Fiscal
Year Salary
($) Bonus
($) Stock
Awards⁽¹⁾
($) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings⁽²⁾
($) All Other
Compensation⁽³⁾
($) Total
($)
Arnold W. Donald
2014    1,000,000    —      3,527,992    3,911,400    —      291,120    8,730,512
President & CEO
2013    416,667    1,125,000    5,845,134    —      —      469,549    7,856,350 ⁽⁴⁾
David Bernstein
2014    675,000    —      3,121,189    1,330,000    —      122,551    5,248,739
CFO
2013    595,000    —      914,458    317,200    —      132,586    1,959,244
2012    548,333    —      889,983    353,800    —      145,341    1,937,457
Alan Buckelew
2014    825,000    —      3,424,196    1,525,000    —      296,680    6,070,876
Chief Operations Officer

Gerald R. Cahill
2014    798,250    —      3,645,814    1,630,000    —      64,073    6,138,137
Former President and
CEO of CCL
2013    798,250    —      1,465,709    566,500    44,449    57,968    2,932,876
2012    798,250    —      1,484,982    1,298,418    493,780    64,078    4,139,508
Michael Thamm
2014    938,000    —      3,429,976    1,675,000    —      441,707    6,484,683
CEO of the Costa Group
2013    924,000    —      627,830    594,000    —      318,523    2,464,353


Name and Principal Position	Fiscal Year		Salary ($)		Stock Awards⁽¹⁾ ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation⁽²⁾ ($)		Total ($)
Arnold W. Donald		2017		1,500,000		6,821,713		4,377,000		347,362		13,046,075
President & CEO		2016		1,000,000		4,598,986		4,041,250		241,584		9,881,820
		2015		1,000,000		3,527,949		4,618,950		227,009		9,373,908
David Bernstein		2017		750,000		2,094,331		1,459,000		221,746		4,525,077
CFO & CAO		2016		700,000		1,641,451		1,448,750		256,949		4,047,150
		2015		700,000		1,233,472		1,655,850		226,061		3,815,383
Stein Kruse		2017		925,000		2,713,268		2,097,600		95,117		5,830,985
Group CEO of Holland		2016		825,000		2,096,489		1,654,400		83,270		4,659,159
America Group & Carnival UK		2015		825,000		1,586,417		1,510,000		80,308		4,001,725
Arnaldo Perez		2017		450,000		1,024,532		656,550		238,623		2,369,705
General Counsel & Secretary
Michael Thamm		2017		963,480		2,306,767		912,442		117,534		4,300,223
CEO of Costa		2016		777,000		1,479,178		1,053,945		214,217		3,524,340
Group & Carnival Asia		2015		784,000		1,145,869		1,204,000		259,932		3,393,801

(1)

No stock option grants were made in fiscal ~~2012~~2015 through ~~2014.~~2017. The amounts included in the “Summary Compensation Table” reflect the grant date fair value, assuming no risk of forfeiture of the grants of Carnival Corporation restricted shares ~~Carnival Corporation RSUs~~ and Carnival plc RSUs made to ~~the named executive officers~~our Named Executive Officers in fiscal ~~2014,~~2017, calculated in accordance with ASC 718. The valuation of share-based grants is discussed in ~~footnotes~~Notes 2 and 12 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, ~~2014.~~2017. The amounts reflect the grant date fair value ~~(102%~~(100% of target) of the annual SEA grants made in January 2017 and PBS grants made in April ~~2014,~~2017, calculated in accordance with ASC 718. The grant date fair value of the annual SEA grants and PBS grants assuming combined maximum performance (being 200% and 600% of ~~target)~~target, respectively) is ~~$2,855,987~~$19,322,888 for Mr. Donald, ~~$866,993~~$5,506,461 for Mr. Bernstein, ~~$1,172,987~~$6,967,844 for Mr. ~~Buckelew, $956,220~~Kruse, $1,951,591 for Mr. ~~Cahill~~Perez and ~~$977,686~~$6,939,315 for Mr. Thamm. In December 2013, Messrs. Bernstein, Buckelew, Cahill and Thamm also received a special PBS grant so the amount for these named executive officers also reflects the grant date fair value (182% of target) of the special PBS grant. The special PBS grant is capped at a maximum value (being 800% of target) of $8,000,000 for Messrs. Bernstein, Buckelew, Cahill and Mr. Thamm. For the proceeds actually received by the ~~listed officers~~Named Executive Officers upon ~~exercise of options granted in prior years or~~ the vesting of restricted shares or RSUs, see the ~~“Option Exercises and Stock~~“Stock Vested for Fiscal ~~2014”~~2017” table. For the grant date fair value of equity grants made to ~~the named executive officers~~our Named Executive Officers as compensation for fiscal ~~2014,~~2017, which grants were made in January ~~2015,~~2018, see the “Equity Grants Made During Fiscal ~~2015~~2018 as Compensation for Fiscal ~~2014”~~2017” table.

(2)	~~Represents~~See the ~~actuarial increase during the applicable fiscal year in the pension value~~“All Other Compensation” table for ~~the plans in which each named executive officer participates.~~additional information.


56				Carnival Corporation & plc does not pay above-market rates under its nonqualified deferred compensation plans. A description of these benefits is set forth in the “Pension Benefits in Fiscal 2014” and “Nonqualified Deferred Compensation Benefits in Fiscal 2014” tables. As disclosed in the footnotes and narrative to the “Pension Benefits in Fiscal 2014” table, the value of a portion of Mr. Cahill’s benefits are distributed to him in the fiscal year following their accrual. As a result, this amount in this column already reflects the distribution of the prior year’s accrual. 2018 Proxy Statement

~~(3)~~

~~See the “All Other Compensation Table” for additional information.~~

COMPENSATION

Compensation Tables

~~(4)~~

~~Mr. Donald served as President and CEO for a portion of fiscal 2013, from July to November 2014.~~

The amounts set forth in the column entitled Stock Awards in the “Summary Compensation Table” do not represent the equity-based compensation granted ~~to the named executive officers~~ as compensation for fiscal

~~2014.~~ 2017. As required by SEC rules and as described in ~~note~~Note 1 to the “Summary Compensation Table,” the amounts reported in this column only reflect the PBS, SEA and MTE grants made during fiscal ~~2014.~~2017. The amounts reported in this column do not include value associated with MTE grants made in January ~~2015~~2018 that are described in the Compensation Discussion and Analysis. The ~~equity~~MTE grants made to ~~the named executive officers~~our Named Executive Officers in January ~~2015~~2018 as compensation for fiscal ~~2014~~2017 are as follows:

Equity Grants Made During Fiscal ~~2015~~2018 as Compensation for Fiscal ~~2014~~2017

Name
   Grant Date Fair Value
of Stock Awards⁽¹⁾
($)    Option Awards
($)
Arnold W. Donald
   2,099,992    0
David Bernstein
      799,984    0
Alan Buckelew
      999,957    0
Gerald R. Cahill
   1,099,989    0
Michael Thamm
      770,621    0


Name	Grant Date Fair Value of Stock Awards⁽¹⁾ ($)
Arnold W. Donald		2,188,460
David Bernstein		583,589
Stein Kruse		873,973
Arnaldo Perez		364,732
Michael Thamm		416,898

(1)

The amounts are the full value of the ~~TBS~~MTE grants on January ~~12, 2015,~~16, 2018, the date the grants were ~~made.~~made effective. The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the January ~~12, 2015~~16, 2018 exchange rate of ~~$1.52:~~$1.38:£1. The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in ~~its~~their financial statements over the grant’s vesting period or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon any future performance. The full grant date fair value may not correspond to the actual value that will be ~~realized by the named executive officers.~~realized.

All Other Compensation ~~Table~~

Each component of the All Other Compensation column in the “Summary Compensation Table” for fiscal 2017 is as follows:

Item
Arnold W. Donald
($) David Bernstein
($) Alan Buckelew
($) Gerald R. Cahill
($) Michael Thamm
($)
Compensation in lieu of Savings Plan profit sharing contribution
— 45,610 — — —
Private medical/health insurance costs and premiums⁽¹⁾
   36,103 46,739    37,642 28,536 —
Automobile lease or allowance
   24,000 11,400    12,363 18,000   35,384
Personal use of Aircraft⁽²⁾
194,283 — — — —
Other personal air travel⁽³⁾
     8,604   3,909    13,942    9,944 —
Living accommodations and maintenance
— — — — 179,030
Driver and Security
     3,095 — — — 100,605
Relocation expenses
— — 100,000 — 126,688
Vacation Payout from Subsidiary
125,187
Other⁽³⁾
   25,035 14,893     7,546    7,593 —

Total
291,120 122,551 296,680 64,073 441,707


Item	Arnold W. Donald ($)		David Bernstein ($)		Stein Kruse ($)		Arnaldo Perez ($)		Michael Thamm ($)
Compensation in lieu of Savings Plan profit sharing contribution		50,797		152,297		—		134,735		—
Employer contributions to defined contribution plan		8,100		8,100		20,555		8,100		—
Private medical/health insurance costs and premiums⁽¹⁾		43,690		38,943		16,898		68,923		—
Automobile lease or allowance		24,000		11,400		12,000		11,400		38,565
Personal use of Aircrafts⁽²⁾		200,000		—		—		—		—
Other personal air travel		2,311		2,812		33,022		5,508		—
Tax planning and return preparation fees		15,895		4,500		—		5,185		—
Living accommodations and maintenance		—		—		—		—		34,005
Driver and security		—		—		—		—		43,529
Other⁽³⁾		2,569		3,694		12,642		4,772		1,435

TOTAL		347,362		221,746		95,117		238,623		117,534

(1)

Certain of our ~~named executive officers~~Named Executive Officers are eligible to participate in an executive health insurance program, which includes a fully insured plan and a secondary insured plan. Amounts reported represent the cost of the premiums paid on a ~~named executive officer’s~~Named Executive Officer’s behalf under these plans plus the additional costs of medical services rendered during the fiscal year. Named ~~executive officers~~Executive Officers participating in this plan generally have until March 31, ~~2015~~2018 to submit their ~~2014~~2017 claims for reimbursement, and as a result, these amounts may increase. The maximum amount that may be reimbursed in any year under the secondary plan is $20,000.

(2)	Represents the aggregate incremental cost to Carnival Corporation & plc for travel on the Aircraft not related to company business. The aggregate incremental cost for the use of the Aircraft for personal travel is calculated by multiplying the hourly

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COMPENSATION

Compensation Tables

variable cost rate for the Aircraft used by the hours used. The hourly variable cost rate primarily includes fuel, airport handling and other fees, ~~aircraft~~Aircraft repairs and maintenance, crew expenses and catering. The hourly variable cost rate is recomputed annually to reflect changes in costs. Fixed costs which do not change based on usage, such as pilots’ salaries, Aircraft depreciation and overhead costs, are excluded.

(3)

Includes the total amount of other benefits provided, none of which individually exceeded $10,000 for the ~~named executive officer.~~designated Named Executive Officer. These other benefits include: accidental death or dismemberment insurance premiums, ~~long-term~~ disability insurance premiums, life ~~and auto~~ insurance premiums, ~~automobile repairs and expenses, health or other club membership, spousal meals, second office expenses, tax planning and return preparation fees,~~unused leave, the opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares, ~~the cost of tickets purchased by Carnival Corporation & plc used by the named executive officers or their guests on non-business occasions, employer contributions to a defined contribution plan~~ and gross-ups for a portion of ~~Mr. Buckelew’s~~ income taxes for ~~his club membership.~~spousal travel.

Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal ~~2014~~2017 for ~~non-executive directors~~Non-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this ~~proxy statement.~~Proxy Statement.

Grants of Plan-Based Awards in Fiscal ~~2014~~2017

Equity grants and non-equity awards made to the ~~named executive officers~~Named Executive Officers during fiscal ~~2014~~2017 are as follows:

Name
Grant Date Estimated Possible Payouts Under Non-
Equity Incentive Plan Awards⁽¹⁾
($) Estimated Possible Payouts Under
Equity Incentive Plan Awards⁽²⁾
(#) All Other Stock
Awards: Number
of Shares of
Stock or Units⁽³⁾
(#) Grant Date
Fair Value
of Stock
Awards⁽⁴⁾
($)
    Threshold         Target         Maximum       Threshold     Target     Maximum
Arnold W. Donald
1,325,000    2,650,000    5,300,000
1/14/2014    50,578    2,099,999
4/16/2014    19,157    38,314    76,628    1,427,993
David Bernstein
450,000    900,000    1,800,000
12/27/2013    5,696    28,481    142,405    2,067,715
1/14/2014    14,932    619,977
4/16/2014    5,816    11,631    23,262    433,497
Alan Buckelew
550,000    1,100,000    2,200,000
12/27/2013    5,696    28,481    142,405    2,067,715
1/14/2014    18,545    769,988
4/16/2014    7,868    15,736    31,472    586,493
Gerald R. Cahill
566,500    1,133,000    2,266,000
12/27/2013    5,696    28,481    142,405    2,067,715
1/14/2014    26,493    1,099,989
4/16/2014    6,414    12,828    25,656    478,110
Michael Thamm
603,000    1,206,000    2,412,000
12/27/2013    5,518    27,591    137,955    2,056,370
1/14/2014    20,870    884,763 ⁽⁵⁾
4/16/2014    6,508    13,015    26,030    488,843 ⁽⁶⁾


	Grant				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾ ($)						Estimated Possible Payouts Under Equity Incentive Plan Awards⁽²⁾ (#)						All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾		Grant Date Fair Value of Stock Awards⁽⁴⁾
Name	Type		Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum		(#)		($)
Arnold W. Donald						1,500,000		3,000,000		6,000,000
		MTE		1/17/2017														30,161		1,601,247
		SEA		1/17/2017								17,500		35,000		210,000				2,220,489
		PBS		4/5/2017								25,510		51,020		102,040				2,999,976
David Bernstein						500,000		1,000,000		2,000,000
		MTE		1/17/2017														11,489		609,951
		SEA		1/17/2017								5,000		10,000		60,000				634,426
		PBS		4/5/2017								7,228		14,455		28,910				849,954
Stein Kruse						600,000		1,200,000		2,400,000
		MTE		1/17/2017														14,164		751,967
		SEA		1/17/2017								6,000		12,000		72,000				761,311
		PBS		4/5/2017								10,204		20,408		40,816				1,199,990
Arnaldo Perez						225,000		450,000		900,000
		MTE		1/17/2017														6,893		365,949
		SEA		1/17/2017								1,250		2,500		15,000				158,606
		PBS		4/5/2017								4,252		8,503		17,006				499,976
Michael Thamm						624,960		1,249,920		2,499,840
		MTE		1/17/2017														7,169		359,730	⁽⁵⁾
		SEA		1/17/2017								6,000		12,000		72,000				761,311	⁽⁶⁾
		PBS		4/5/2017								10,367		20,734		41,468				1,185,726	⁽⁷⁾

(1)

Represents the potential value of the payout of the annual ~~cash~~ bonuses under the ~~management incentive plan applicable for each named executive officer~~Management Incentive Plan for fiscal ~~2014~~2017 performance. The Non-Equity Incentive Plan awards ~~for Messrs. Donald, Bernstein and Buckelew~~ were made under the ~~Corporate Plan. The Non-Equity~~Management Incentive ~~Plan awards for Messrs. Cahill and Thamm were made under the Brand Management~~ Plan. The actual amount of a ~~named executive officer’s~~Named Executive Officer’s annual ~~cash~~ bonus paid in fiscal ~~2015~~2018 for fiscal ~~2014~~2017 performance is shown in the “Summary Compensation Table” ~~under~~in the “Non-Equity Incentive Plan Compensation” column. For a more detailed description of the potential payout under each plan, see the description in the “2017 Annual Bonuses” section of the Compensation Discussion and ~~Analysis under the section “2014 Annual Cash Bonuses.”~~Analysis.

(2)

Represents the potential number of shares under the annual PBS ~~grants~~ and ~~the special PBS grant made to Messrs. Bernstein, Buckelew, Cahill and Thamm.~~SEA grants. For a more detailed description of the potential payout under ~~these~~annual PBS and SEA grants, see the description in the “Fiscal 2017 Annual Grants” section of the Compensation Discussion and ~~Analysis under the sections “Annual PBS Grants” and “Special PBS Grant Made to Messrs. Bernstein, Buckelew, Cahill and Thamm.”~~Analysis.


58				Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Compensation Tables

(3)

Represents the number of ~~restricted~~ shares ~~of Carnival Corporation common stock underlying~~under the ~~TBS~~annual MTE grants made ~~to the named executive officers~~ in fiscal ~~2014 granted~~2017 under the Carnival Corporation 2011 Stock Plan, with the exception of Mr. Thamm. Mr. Thamm ~~who~~ received ~~Carnival plc RSUs~~an MTE grant under the Carnival plc ~~2005~~2014 Employee Share Plan.

(4)

Represents the full grant date fair values of the ~~stock~~equity grants made in fiscal ~~2014,~~2017, which were determined based on the assumptions set forth in ~~footnotes~~Notes 2 and 12 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, ~~2014~~2017 (disregarding estimated forfeitures). The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in ~~its~~their financial statements over the grant’s vesting schedule or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon future performance. The full grant date fair value may not correspond to the actual value that will be ~~realized by the named executive officers.~~realized.

(5)	The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the January ~~14, 2014~~17, 2017 exchange rate of ~~$1.64:~~$1.22:£1.

(6)	The SEA grant was made in the form of Carnival Corporation RSUs for all Named Executive Officers, including Mr. Thamm. The SEA grant is denominated in U.S. dollars.

(7)	The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the April ~~16, 2014~~5, 2017 exchange rate of ~~$1.67:~~$1.25:£1.

Narrative Disclosure to the “Summary Compensation Table” and the “Grants of Plan-Based Awards in Fiscal ~~2014”~~2017” Table

Employment Agreements

~~Employment Agreement with Arnold W. Donald.~~Two of our Named Executive Officers have employment agreements as follows:

Mr. Donald entered into an employment agreement in October 2013, which was amended in October 2016, setting forth the contractual and economic terms of his post as the President and Chief Executive Officer of Carnival Corporation & plc. The employment agreement ~~provides for a term of three years. Mr. Donald’s base salary for fiscal 2014 is $1,000,000, which~~ is subject to ~~increase or decrease by the boards of directors.~~renewal annually. Mr. Donald’s ~~annual performance-based bonus will be~~compensation is determined ~~pursuant to~~at the ~~Corporate Plan.~~discretion of the Boards of Directors.

Mr. Thamm entered into a new agreement in April 2017 setting forth the contractual and economic terms of his post as the Chief Executive Officer of Costa Group and Carnival Asia. Mr. Thamm’s compensation is determined at the discretion of the Compensation Committees.

For more detailed information regarding ~~Mr. Donald’s~~the employment ~~agreement,~~agreements, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc ~~2014~~2017 joint Annual Report on Form 10-K.

~~Employment Agreement with Michael Thamm~~. Mr. Thamm entered into an agreement in June 2012, which was amended in January 2013 and November 2014, setting forth the contractual and economic terms of his post as the Chief Executive Officer of the Costa Group. Mr. Thamm’s annual base salary compensation for fiscal 2014 is €700,000. Pursuant to the agreement, Mr. Thamm’s annual performance-based bonus is determined pursuant to the Brand Management Plan.

In the event the agreement is terminated, in consideration for non-competition and non-solicitation obligations, Mr. Thamm will receive an amount equal to his annual base salary and target bonus, payable in quarterly installments.

Annual ~~Cash~~ Bonus Plans

Annual ~~cash~~ bonuses for ~~the named executive officers~~our Named Executive Officers are determined based on the ~~Corporate Plan and the Brand~~ Management Incentive Plan. For more detailed information regarding ~~these plans,~~this plan, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc ~~2014~~2017 joint Annual Report on Form 10-K.

Equity-Based Compensation

In January ~~2014,~~2017, the Compensation Committees made MTE and SEA grants, and in April 2017 the Compensation Committees made the ~~annual TBS~~PBS grants, all in the form of ~~restricted shares or~~ RSUs to the named executive officers employed at that time that cliff vest after three years, in conformity with the UK Corporate Governance Code. The closing price of Carnival Corporation common stock and Carnival plc ordinary shares on January 14, 2014, the grant date, was $41.52 and £25.85, respectively.our Named Executive Officers.

The ~~restricted shares have the same rights with respect to dividends~~MTE and ~~other distributions as all other outstanding shares of Carnival Corporation common stock. RSUs~~PBS grants do not receive dividends or have voting rights. Each MTE and PBS grant RSU is credited with dividend equivalents equal to the value of cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary shares. The ~~cash and stock~~ dividend equivalents ~~will be distributed upon the settlement of the~~are settled only when these RSUs ~~upon vesting.~~

In accordance with the Compensation Committees’ focus on long-term shareholder return, the Compensation Committees also approved the 2014 annual PBS grants on April 16, 2014 for Messrs. Donald, Bernstein, Buckelew, Cahill and Thamm and other key executives within Carnival Corporation & plc. The grants vest zero to 200% of target based and the initial vesting calculation is determined based on the extent to which Carnival Corporation & plc’s annual earnings before income and taxes, as adjusted for certain fuel price changes, for each of the three fiscal years in the 2014-2016 performance cycle exceeds specified performance goals and the extent to which the ROIC exceeds the specified performance goal over the three-year performance period. The vesting percentage is then modified up or down by up to 25% at the end of the three year-performance cycle for Carnival Corporation’s TSR rank relative to the Peer Group. The maximum payout is 200% of target.

In order to establish additional alignment between compensation opportunities for the named executive officers and shareholder outcomes over the next four years, the Compensation Committees granted special PBS grants on December 27, 2013 to Messrs. Bernstein, Buckelew, Cahill and Thamm with a target value of $1,000,000 (being €730,000 for Mr. Thamm). The special PBS grant is entirely performance-based and the ultimate value is based on the compound annual growth rate (“CAGR”) of Carnival Corporation’s TSR over the three-year period ending December 27, 2016.

~~The special PBS grant includes an absolute TSR condition which requires Carnival Corporation’s TSR to increase as follows:~~are released from restriction.

~~TSR growth over 3 years~~ LOGO Carnival Corporation & plc 2018 Proxy Statement

~~Less than 5% per year~~

~~Between 5% and 17% per year~~

~~17% per year or greater~~

~~Vesting~~

~~At 5%, 0.2x the shares initially granted will vest increasing by 0.2x for each additional 0.5% increase in TSR so the multiple becomes 5x at 17%~~

While dividends are taken into account in assessing the TSR calculation, the shares which vest do not accrue any dividends over the performance period. TSR is calculated using the 90-day average stock price as of December 27, 2013 and the 90-day average stock price as of December 27, 2016. At the end of the performance period, 50% of the earned shares will immediately vest and the other 50% will vest 12 months later, if the executive continues to be employed by us.

In the event of departure before the end of the performance period, the special PBS grant will generally lapse, except in certain situations identified in the special PBS grant agreement in which case the shares shall vest in respect of the target level (subject to pro-rating for the period actually worked). In the event of a change in control, the shares shall vest according

COMPENSATION

Compensation Tables

Please refer to the ~~performance condition pro-rated through the change in control date.~~

Compensation Discussion and Analysis for additional detail on these grants. For further information regarding forfeiture and treatment upon termination or change of control, refer to the ~~section entitled~~ “Potential Payments Upon Termination or Change of Control” ~~below.~~

section.

Outstanding Equity Awards at Fiscal ~~2014~~2017 Year-End

Our Named Executive Officers do not hold options for either Carnival Corporation or Carnival plc shares. Information with respect to outstanding Carnival Corporation ~~options,~~ restricted shares and RSUs granted by Carnival Corporation & plc to and held by ~~the named executive officers~~our Named Executive Officers as of November 30, ~~2014,~~2017, except for ~~the options and RSUs issued to~~ Mr. Thamm ~~which~~whose RSUs are related to Carnival plc ordinary shares, is as follows:

Option Awards Stock Awards
Name
No. of
Securities
Underlying
Unexercised
Options
(#)
Exercisable No. of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Option
Exercise
Price⁽¹⁾
($) Option
Expiration
Date No. of
Shares or
Units of Stock
That Have
Not Vested
(#) Market Value
of Shares or
Units of Stock
That Have
Not Vested⁽²⁾
($) Equity
Incentive
Plan
Awards:
No. of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested
(#) Equity
Incentive Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
Arnold W. Donald
5,000    0    46.61    10/18/2015    3,840 ⁽³⁾ 169,574    43,613    1,925,950 ⁽⁴⁾
5,000    0    47.83    10/16/2016    3,611 ⁽⁵⁾ 159,462    93,457    13,206,596 ⁽⁶⁾
50,578 ⁽⁷⁾ 2,233,524    38,314    3,383,892 ⁽⁸⁾

TOTAL
10,000    0    58,029    175,384

��

David Bernstein
0    0    17,845 ⁽⁹⁾ 788,035    8,640    0
16,467 ⁽¹⁰⁾ 727,183    8,551    377,612 ⁽⁴⁾
14,932 ⁽⁷⁾ 659,397    28,481    2,515,442 ⁽¹¹⁾
11,631    1,027,250 ⁽⁸⁾

TOTAL
0    0    49,244    57,303

Alan Buckelew
17,151    0    54.12    2/28/2015    12,723 ⁽⁹⁾ 561,848    4,800    0
10,226 ⁽¹⁰⁾ 451,580    4,138    182,734 ⁽⁴⁾
9,273 ⁽⁷⁾ 409,496    28,481    2,515,442 ⁽¹¹⁾
15,736    1,389,804 ⁽⁸⁾

TOTAL
17,151    0    32,222    53,155

Gerald Cahill
0    0    18,176 ⁽⁹⁾ 802,652    7,392    0
14,608 ⁽¹⁰⁾ 645,089    6,372    281,388 ⁽⁴⁾
13,247 ⁽⁷⁾ 584,988    28,481    2,515,442 ⁽¹¹⁾
12,828    1,132,969 ⁽⁸⁾

TOTAL
0    0    46,031    55,073

Michael Thamm
5,700    0    46.64    2/28/2015    6,256 ⁽⁹⁾ 275,214    7,241    0
6,516 ⁽¹²⁾ 286,652    12,312    541,630 ⁽⁴⁾
4,824 ⁽¹⁰⁾ 212,217    27,591    2,427,567 ⁽¹¹⁾
20,870 ⁽⁷⁾ 918,113    13,015    1,145,112 ⁽⁸⁾

TOTAL
5,700    0    38,466    60,159


	Stock Awards
Name	No. of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾ ($)		Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Arnold W. Donald		45,366	⁽²⁾		2,977,824		29,479		3,116,514	⁽³⁾
		38,932	⁽⁴⁾		2,555,496		47,407		6,223,591	⁽⁵⁾
		30,161	⁽⁶⁾		1,979,768		51,020		3,348,953	⁽⁷⁾
							35,000		2,297,400	⁽⁸⁾

TOTAL		114,459					162,906
David Bernstein		17,282	⁽²⁾		1,134,390		8,949		946,086	⁽³⁾
		14,831	⁽⁴⁾		973,507		15,963		2,095,623	⁽⁵⁾
		60,665	⁽⁹⁾		3,982,051		14,455		948,826	⁽⁷⁾
		11,489	⁽⁶⁾		754,138		10,000		656,400	⁽⁸⁾

TOTAL		104,267					49,367
Stein Kruse		21,602	⁽²⁾		1,417,955		12,107		1,279,949	⁽³⁾
		18,539	⁽⁴⁾		1,216,900		20,801		2,730,755	⁽⁵⁾
		14,164	⁽⁶⁾		929,725		20,408		1,339,581	⁽⁷⁾
		60,665	⁽⁹⁾		3,982,051		12,000		787,680	⁽⁸⁾

TOTAL		114,970					65,316
Arnaldo Perez		10,369	⁽²⁾		680,621		5,053		534,202	⁽³⁾
		8,898	⁽⁴⁾		584,065		9,287		1,219,197	⁽⁵⁾
		6,893	⁽⁶⁾		452,457		8,503		558,137	⁽⁷⁾
		15,166	⁽⁹⁾		995,496		2,500		164,100	⁽⁸⁾

TOTAL		41,326					25,343
Michael Thamm		16,552	⁽²⁾		1,049,195		7,645		780,496	⁽³⁾
		12,705	⁽⁴⁾		805,342		14,223		1,803,129	⁽⁵⁾
		7,169	⁽⁶⁾		454,427		20,734		1,314,283	⁽⁷⁾
		58,769	⁽⁹⁾		3,725,238		12,000		787,680	⁽⁸⁾

TOTAL		95,195					54,602

(1)	~~Options issued to Mr. Thamm are in Carnival plc shares, which are priced in British Pounds Sterling. These options have been converted based on the November 28,2014 exchange rate of $1.56:£1.~~

~~(2)~~

Market value of the stock awards is based on the closing price of Carnival Corporation common stock on November ~~28, 2014~~30, 2017 of ~~$44.16,~~$65.64, except for the Carnival plc RSUs granted to Mr. Thamm under the Carnival plc 2014 Employee Share Plan and the Carnival plc 2005 Employee Share Plan, which are based on closing price of Carnival plc ordinary shares on November ~~28, 2014~~30, 2017 of ~~£28.20,~~£47.66, which has been converted into ~~$43.99~~$63.39 based on the November ~~28, 2014~~30, 2017 exchange rate of ~~$1.56:~~$1.33:£1.

(2)	Restrictions lapse on January 12, 2018.

(3)	~~Restrictions lapse on April 11, 2015.~~

~~(4)~~

Market value ~~is based on maximum~~reflects the final payout performance ~~assuming 100% payout~~of 161.06% on the ~~July 2013 and October 2013~~April 2015 PBS ~~grants as at November 28, 2014.~~grant. These grants ~~vest zero to 150% of target~~vested based upon the extent to which annual ~~EBIT,~~Operating Income, as adjusted for ~~certain~~ fuel price changes and ~~fuel expense in emission control areas,~~currency exchange rate impacts for each of the three fiscal years in the ~~2013-2015~~2015-2017 performance cycle ~~exceeds specified performance goals, as modified up or down by up to 25% at the end of~~and ROIC for the three-year performance ~~cycle for Carnival Corporation & plc’s total shareholder return rank relative to the Peer Group. If the~~cycle. The TSR modifier ~~increase applies,~~had no impact. Additional shares were provided to take into account dividend reinvestment during the ~~maximum payout would be 187.5% of target.~~performance period.

~~(5)~~

~~Restrictions lapse on May 22, 2016.~~

~~(6)~~
Market value is based on target performance assuming 320% payout on the special PBS grant to Mr. Donald as at November 28, 2014. This equity incentive award is based on Compound Annual Growth Rate (“CAGR”) of Carnival Corporation’s total shareholder return over the three-year period ending October 14, 2016. Mr. Donald may receive a number of shares valued at up to eight times the initial target value of the grant based on the CAGR growth of the closing price of a share of Carnival Corporation common stock on the date of grant compared to the 90-day average price of a share of Carnival Corporation common stock as at the end of the three-year period. Market value is based on threshold performance assuming 20% payout. Equity incentive awards are subject to certain EPS targets measured over a three-year period ending November 30, 2014. The named executive officers may receive zero to 200% of the stated number of shares depending on whether and to what extent the EPS targets have been met.
~~(7)~~(4)
Restrictions lapse on January ~~14, 2017.~~11, 2019.

~~(8)~~
60				Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Compensation Tables

(5)

Market value is based on maximum performance assuming 200% payout on the April ~~2014~~2016 PBS grant as at November ~~28, 2014.~~30, 2017. These grants vest zero to 200% of target based upon the extent to which annual ~~EBIT,~~Operating Income, as adjusted for ~~certain~~ fuel price changes and currency exchange rate impacts for each of the three fiscal years in the ~~2014-2016~~2016-2018 performance cycle and ROIC for the three-year performance cycle, exceeds specified performance goals, as modified up or down by up to ~~25%~~10% at the end of the three-year performance cycle for the Carnival Corporation & plc’s total shareholder return rank relative to the ~~Peer Group. If the TSR modifier increase applies, the~~peer group. The maximum payout ~~would be~~is 200% of target.

~~(9)~~

~~Restrictions lapse on February 15, 2015.~~

~~(10)~~(6)

Restrictions lapse on January ~~15, 2016.~~17, 2020.

~~(11)~~(7)

Market value is based on ~~threshold~~target performance assuming 100% payout on the April 2017 PBS grant as at November 30, 2017. These grants vest zero to 200% of target based upon the extent to which annual Operating Income, as adjusted for fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the 2017-2019 performance cycle and the average of ROIC results for the three-year performance cycle, exceeds specified performance goals.

(8)

Market value is based on target performance assuming 100% payout on the January 2017 SEA grant as at November 30, 2017. These grants vest zero to 300% of target based on attaining certain absolute TSR growth goals and may be modified by TSR rank relative to our 2017 Peer Group at the end of a three-year performance period. The maximum relative TSR modification is 200% of the absolute TRS performance for a combined maximum payout of six times target. The 2017 SEA grant is also subject to a value cap of seven times the grant date value.

(9)

Market value reflects the unvested portion of the final performance of 426.00% payout on the special PBS grant to these ~~NEOs~~Named Executive Officers as at November ~~28, 2014.~~30, 2017. This equity incentive ~~award~~grant is based on CAGR of Carnival Corporation’s total shareholder return over the three-year period ending December 27, 2016. ~~The NEOs may receive a number of shares valued at up to eight times the initial target value~~Half of the ~~grant based~~earned shares vested on December 27, 2016 and the CAGR growth of the 90-day average price of a share of Carnival Corporation common stock as of the date of grant compared to the 90-day average price of a share of Carnival Corporation common stock as at the end of the three-year period.

~~(12)~~

~~Restrictions lapse~~second half vested on ~~October 8, 2015.~~December 27, 2017.

~~Option Exercises and~~ Stock Vested for Fiscal ~~2014~~2017

None of our Named Executive Officers held options during fiscal 2017. The following table provides information for ~~the named executive officers~~our Named Executive Officers on ~~(1) option exercises during fiscal 2014, including the number of shares acquired on exercise and the value realized, and (2)~~ the number of shares acquired upon the vesting of restricted shares and RSUs and the value realized, each before the payment of any applicable withholding tax and broker commissions.

   Option Awards    Stock Awards
Name
   Number of
Shares
Acquired
on Exercise
(#)    Value Realized
on Exercise⁽¹⁾
($)    Number of Shares
Acquired on Vesting
(#)    Value Realized
on Vesting⁽¹⁾
($)
Arnold W. Donald
   0       0       3,188       116,442
David Bernstein
   0       0       11,673       479,819
Alan Buckelew
   0       0       16,189       668,509
Gerald R. Cahill
   0       0       25,135       1,037,545
Michael Thamm
   0       0       4,346       183,852


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting⁽¹⁾ ($)
Arnold W. Donald		342,700		21,380,437
David Bernstein		98,626		5,251,976
Stein Kruse		115,906		6,193,821
Arnaldo Perez		39,729		2,134,984
Michael Thamm		106,430		5,500,530

(1)

~~The value realized on exercise represents the difference between the exercise price of the options and the fair market value of Carnival Corporation shares at exercise.~~ The fair market value of Carnival Corporation ~~shares~~common stock realized on ~~exercise or~~ vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the New York Stock Exchange on the date of ~~exercise in the case of options or the vesting date in the case of stock.~~vesting. The fair market value of Carnival plc ordinary shares realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the London Stock Exchange on the date of vesting. The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the ~~January 21, 2014~~ exchange rate on the date of ~~$1.64:£1.~~exercise or vesting.

LOGO Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Compensation Tables

Pension ~~Benefits~~Benefit in Fiscal ~~2014~~2017

~~The following table provides information regarding~~Messrs. Donald, Bernstein, Kruse and Thamm do not participate in any defined benefit ~~retirement plan benefits for each of the named executive officers.~~pension plans sponsored by Carnival Corporation or Carnival plc. Mr. ~~Buckelew participates in the Princess SERP and Mr. Cahill~~Perez participates in the Retirement Plan.

Name
Plan Name Number of Years
Credited Service⁽¹⁾
(#) Present Value of
Accumulated Benefit⁽²⁾
($) Payments During Last
Fiscal Year⁽³⁾
($)
Arnold W. Donald

None
—      —      —
David Bernstein

None
—      —      —
Alan Buckelew

Princess SERP
15      6,120,504    —
Gerald R. Cahill

Retirement Plan
20      4,472,440    355,116
Michael Thamm

None
—      —      —


Name	Plan Name	Number of Years Credited Service⁽¹⁾ (#)		Present Value of Accumulated Benefit⁽²⁾ ($)		Payments During Last Fiscal Year⁽³⁾ ($)
Arnold W. Donald	None		—		—		—
David Bernstein	None		—		—		—
Stein Kruse	None		—		—		—
Arnaldo Perez	Retirement Plan		5		122,440		0
Michael Thamm	None		—		—		—

(1)	Credited service ~~for benefit calculation purposes under~~reflects service up to the ~~Princess SERP and the Retirement Plan is limited to 15 and 30 years, respectively.~~freeze date of December 31, 1997.

(2)

The present value of ~~benefits~~accumulated benefit was calculated based on the interest rate ~~assumptions~~assumption disclosed in ~~note~~Note 12 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, ~~2014,~~2017, which was used to calculate the fiscal ~~2014~~2017 year-end ~~liabilities~~liability for ~~each of~~ the plans. For the Princess SERP and the Retirement Plan, benefits are assumed payable as lump sums at the later of age 65 or current age. For the Princess SERP, 2017 lump sums were calculated using a 4.49% interest rate and the RP-2000 mortality table projected to 2017. The future payments are then discounted to current age using an interest rate of 1.60%. For the Retirement Plan, lump sums were calculated using an interest rate of 4.25% and the 1994 Group Annuity Reserving Table. They were then discounted to the current age using an interest rate of 1.66%.plan. Due to taxation issues created by the adoption of Section 457A, benefits accrued as of December 31, 2008 under ~~both~~ the Retirement Plan ~~and the Princess SERP will be~~were paid asa lump ~~sums at the earlier of retirement or~~sum in December ~~31,~~ 2017.

(3)

~~The benefits accrued after December 31, 2008 are being paid annually as a lump sum pursuant to an amendment to the Retirement Plan adopted in light of Section 457A.~~ Mr. ~~Buckelew~~Perez has not accrued or received (and is not entitled to accrue) any additional benefits under the ~~Princess SERP~~Retirement Plan after December 31, 2008.

Carnival Corporation & plc operate various group pension programs for its executives in which the named executive officers also participate. Under the Carnival plc pension plans, in line with UK best practice, pension benefits are based solely on base salary and no other elements of compensation are taken into account when determining pension benefits. Under the Carnival Corporation pension programs, base salaries and annual cash bonuses are used to determine pension benefits.

Mr. Buckelew participates in the Princess SERP. The Princess SERP is unfunded and is not qualified for U.S. tax purposes. The Princess SERP provides a benefit equal to 65% of the highest base salary earned by Mr. Buckelew during any consecutive 60-month period offset by the actuarial equivalent of any benefits accrued as of December 31, 2008 under any other retirement plan maintained by Princess Cruise Lines, Ltd., or any affiliate (or predecessor) and Social Security benefits. Mr. Buckelew is vested in his benefit in accordance with the terms of the Princess SERP. As a result of the adoption of Section 457A, Mr. Buckelew’s benefits under the Princess SERP were frozen as of December 31, 2008 and Mr. Buckelew is not entitled to accrue any additional benefits under the Princess SERP after that date. Benefits under the Princess SERP are generally paid in the form of a monthly annuity commencing on the later of (i) the first day of the first month following the participant’s separation from service or (ii) the participant’s earliest commencement date, which is a date elected in advance by the participant that must be no earlier than the date the participant turns age 55 and no later than the date the participant turns 65. However, as a result of the adoption of Section 457A, any benefits accrued under the Princess SERP that remain unpaid as of December 31, 2017 will be paid in a single lump sum payment on December 31, 2017.

~~Mr. Cahill participates in the Retirement Plan.~~ The Retirement Plan is unfunded and is not qualified for U.S. tax purposes. ~~Benefits~~Mr. Perez’s benefit accruals in the Retirement Plan both for credited service and compensation were both frozen as of December 31, 1997. Mr. Perez’s benefits under the Retirement Plan ~~are~~were calculated based on age, length of service with Carnival Corporation and the average of ~~a participant’s~~his five highest consecutive years of compensation out of the last ten years of ~~service.~~service up to December 31, 1997. The benefit formula provides an annual benefit accrual equal to 1% of ~~the participant’s~~his earnings for the year up to “covered compensation” plus 1.6% of earnings for the year in excess of covered compensation

then multiplied by the ~~participant’s~~his years of service up to a maximum of 30 years of credited ~~service. “Covered compensation” may vary over the years based in part on changes in the Social Security taxable wage base. Covered compensation in fiscal 2014 for Mr. Cahill was $77,508.~~service, up to December 31, 1997. The elements of compensation to determine his ~~benefit is~~benefits are his base salary and annual ~~cash~~ bonus. Mr. ~~Cahill~~Perez is vested in his respective benefit in accordance with the terms of the Retirement Plan. As a result of the adoption of Section 457A, benefits under the Retirement Plan ~~will be~~were paid ~~as elected by the participant~~ as a lump sum ~~or monthly payments on or prior to the earlier of separation from employment, retirement or~~in December ~~31,~~ 2017. ~~Annual accruals are paid in a lump sum each March up through 2017. During fiscal 2014, Mr. Cahill received the present value of his 2013 annual accruals of $355,116 as a lump sum.~~ The normal form of payment is a continuous and certain annuity for five years. Benefits payable in other forms are actuarially equivalent. At December 1, ~~2014,~~2017, the accrued annual benefit ~~for fiscal 2014~~ payable as a five-year certain and continuous annuity under the Retirement Plan to Mr. ~~Cahill is $332,135 for benefits earned before~~Perez was $11,402, which was converted to a lump sum of $122,440 and paid out in December ~~31, 2008 and $30,220 for benefits earned during fiscal 2014.~~2017.

The Retirement Plan provides a reduced early retirement benefit at age 55 after completion of 15 years of service. The normal retirement age under the Retirement Plan is age 65. Benefits under the Retirement Plan are reduced by 6% for each year (¹/₂~~% for each month) that the participant retires before age 65. Mr. Cahill is currently eligible for early retirement under the Retirement Plan.~~

Messrs. Donald, Bernstein and Thamm do not participate in any defined benefit pension plans sponsored by Carnival Corporation or Carnival plc. Messrs. Donald and Bernstein are not eligible to participate in the Retirement Plan because it was closed to participation prior to their commencement of employment.

Nonqualified Deferred Compensation in Fiscal ~~2014~~2017


Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)		Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)
Arnold W. Donald		0		0		0		0		0		—		—		—		—		—
David Bernstein		0		0		11,556		0		195,240		—		—		30,035		—		231,653
Alan Buckelew		0		0		0		0		0
Gerald R. Cahill		0		0		714,089		0		10,793,341
Stein Kruse												—		—		—		—		—
Arnaldo Perez												—		—		26,346		—		471,016
Michael Thamm		0		0		0		0		0		—		—		—		—		—

~~Carnival Corporation has established~~Until December 31, 2008, Mr. Bernstein and Mr. Perez could defer salary and/or bonus amounts into the Savings Plan, which is a nonqualified defined contribution plan for U.S. tax purposes. ~~Until December 31, 2008, Messrs. Cahill~~As described


62				Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Compensation Tables

in the “Pensions and ~~Bernstein could defer salary and/or bonus amounts into the Savings Plan. As described in the~~Deferred Compensation Plans” section of the Compensation Discussion and Analysis, ~~entitled “Impact of Regulatory Requirements on Compensation,”~~ effective January 1, 2009, they could no longer defer any salary or bonus amounts into the Savings Plan. ~~No company contributions were made on behalf of Mr. Cahill since he participated in the Retirement Plan.~~ Although the Savings Plan is unfunded, Carnival Corporation ~~has~~had established a “rabbi trust” that ~~holds~~held any executive deferrals and company contributions to the Savings Plan.

Benefits ~~are~~were paid based on the participant’s form and timing elections made in accordance with applicable Section 409A Treasury Regulations. Benefits ~~are~~were based on the participant’s deferrals of cash compensation and associated earnings and losses based on the investment allocation selected by the participant. The investment options available to participants in the Savings Plan ~~are~~were identical to those available to participants in the 401(k) Plan, except for the Standard & Poor’s index fund and money market investment options. A participant ~~may change~~could have changed his or her investment allocation at any time.

~~Because Mr. Bernstein is not a participant in the Retirement Plan, which was closed to participation prior to his commencement of employment, for~~For every dollar Mr. Bernstein and Mr. Perez deferred into the Savings Plan prior to January 1, 2009, Carnival Corporation matched 50% up to the lower ~~of (i)~~ of:

50% of the U.S. Internal Revenue Service qualified plan ~~limitation~~limitation; or ~~(ii)~~

6% of his eligible pay. ~~“Eligible~~

“Eligible pay” includes regular pay (before any pre-tax contributions from his pay and taxes) and bonus. Carnival Corporation ~~may~~ also ~~make~~made profit sharing contributions into the Savings Plan based upon ~~his~~their eligible pay and years of service according to the following schedule:

Years of Service

Award

(% of Eligible Pay)

Less than 2

~~2-5~~

~~6-9~~

2-5

~~10-13~~

6-9

~~14-16~~

10-13

~~17-19~~

14-16

~~20-22~~

17-19

~~23-25~~

20-22

~~12%~~

23-25

12%

26 and over

15%

Following the promulgation of Section 457A, salary and bonus deferrals into the Savings Plan are no longer permitted. As a result, Messrs. Donald, Bernstein and ~~Buckelew~~Perez and all other Savings Plan participants and those who are deemed highly compensated employees under IRS regulations are paid the equivalent of their annual matching award (less any amount actually contributed by Carnival Corporation to the 401(k) Plan on their behalf as a matching contribution) and profit sharing contribution as additional cash compensation. The effect of this provision will result in no additional benefit for Messrs. Donald, Bernstein and ~~Bernstein~~Perez and will not result in a material incremental cost to Carnival Corporation.

As of November 30, ~~2014,~~2017, Messrs. Donald, Bernstein and ~~Buckelew~~Perez had ~~2, 17~~5, 20 and 3726 years of ~~service.~~service, respectively.

In accordance with Section 457A of the U.S. Internal Revenue Code, Carnival Corporation paid out all benefits accrued under the Retirement Plan and the Savings Plan in December 2017.

Additional information with respect to pension plan arrangements for Carnival plc for the year ended November 30, ~~2014~~2017 is included in Part I of the Carnival plc Directors’ Remuneration Report included in this ~~proxy statement~~Proxy Statement as the Compensation Discussion and Analysis and Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this ~~proxy statement.~~Proxy Statement.

LOGO Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Potential Payments Upon Termination or Change of Control

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Each of our ~~named executive officers~~Named Executive Officers may be eligible to receive certain payments and benefits in connection with termination of employment under various circumstances. The potential benefits payable to our ~~named executive officers~~Named Executive Officers in the event of termination of employment under various scenarios on November 30, ~~2014~~2017 are described below.

In addition to benefits described below, ~~the named executive officers~~our Named Executive Officers will be eligible to receive any benefits accrued under Carnival Corporation & plc broad-based benefit plans, such as distributions under life insurance and disability benefits and accrued vacation pay, in accordance with those plans and policies. These benefits are generally available to all employees. ~~Our named executive officers~~Messrs. Bernstein and Perez will also be eligible to receive any account balances at the fiscal ~~2014~~2017 year-end under our nonqualified deferred compensation plans and programs as set forth in the “Nonqualified Deferred Compensation in Fiscal ~~2014”~~2017” table in accordance with ~~their~~his payout election. ~~Our named executive officers will also be eligible to receive any~~Messrs. Bernstein and Perez are fully vested in these benefits, ~~under our pension programs upon termination of employment in accordance with those plans and policies. These benefits~~which are described in the “Pension Benefits in Fiscal ~~2014”~~2017” table and the description that follows that table. There are no special or enhanced executive benefits under our pension and nonqualified deferred compensation plans and ~~programs, and all of our named executive officers are fully vested in those benefits.~~

programs.

Cash Severance Benefits

It is the policy of the Compensation Committees for executive officers to have notice periods of not more than 12 months in duration. The Compensation Committees may make an exception to this practice where they believe doing so would be in the best interests of Carnival Corporation and Carnival plc and their shareholders. The Compensation Committees will continue to consider the individual circumstances of each case taking account of best practice in the UK and the U.S. and the expected cost to Carnival Corporation & plc of any termination of an executive’s employment arrangements.

Accordingly, Messrs. Bernstein, ~~Buckelew~~Kruse and ~~Cahill~~Perez have no employment agreements and no entitlement to severance except for possible retention of unvested ~~options and~~ restricted share grants depending on the circumstances of their separation of employment discussed below.

Messrs. Donald and Thamm are ~~the~~our only ~~named executive officers~~Named Executive Officers with employment agreements providing cash severance and other benefits. The table below details the various payments associated with certain termination events. Payment outcomes associated with the treatment of equity is detailed ~~below~~ in the ~~section entitled~~ “Potential Value of Equity Grants upon Termination of Employment or Change of ~~Control.”~~Control” section.


64				Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Potential Payments Upon Termination or Change of Control

Post-Employment Cash Compensation Obligations to Mr. ~~Donald~~Donald.

Upon termination of Mr. Donald’s employment, ~~during the three-year term, Mr. Donald shall~~he will be entitled to certain payments. If Mr. Donald’s employment is terminated by Carnival Corporation & plc for cause (as defined in Mr. Donald’s employment agreement) or by Mr. Donald other than for good reason (as defined in the employment agreement), Carnival Corporation & plc shall pay Mr. Donald all amounts earned or accrued through the termination date. If Mr. Donald’s employment with Carnival Corporation & plc is terminated by reason of his death or disability, Carnival Corporation & plc shall provide Mr. Donald with benefits or payments under any applicable disability or life insurance benefit plans, programs or arrangements maintained by Carnival Corporation & plc, which benefits shall be provided and amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. If Mr. Donald’s employment by Carnival Corporation & plc shall be terminated by Carnival Corporation & plc other than for cause, death or disability, or by Mr. Donald for good reason, then Mr. Donald shall be entitled to (i) severance pay equal to one times his base salary and target bonus for the year of termination; and (ii) continued medical and dental coverage for up to 18 months. If Mr. Donald is terminated after a qualifying change in control event, he be entitled to the same benefits described in the preceding sentence, except that he would be eligible to receive cash severance in an amount equal to two times (rather than one times) the sum of his base salary and target bonus for the year of termination. In the event any benefit payments to which Mr. Donald is entitled to upon a change in control are subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, Carnival Corporation & plc shall not reimburse Mr. Donald for any such taxes; instead, such benefits shall be either paid to Mr. Donald or reduced to avoid such excise taxes.as follows:

Reason for Termination

Payment Type

By the company for cause

All amounts earned or accrued through the termination date

By Mr. Donald, other than for good reason

All amounts earned or accrued through the termination date

Because of death or disability

Benefits or payments under any applicable disability or life insurance benefit plans

By Mr. Donald other than for cause, death

or disability or for good reason

• Severance pay equal to one times his base salary and target bonus for the year of termination

• Continued medical, dental, group life, accidental death or dismemberment, and disability insurance premiums for up to 18 months (“Post-Employment Benefits”)

Following a change in control event

• Severance pay equal to two times the sum of his base salary and target bonus for the year of termination

• Post-Employment Benefits

Post-Employment Compensation Obligations to Mr. ~~Thamm~~Thamm.

Mr. Thamm is eligible to receive 12 months of base salary plus his target bonus if his employment is terminated, as compensation for his non-competition and non-solicitation obligations. If Mr. Thamm’s employment had terminated on November 30, 2014, he would have received a payment equal to one year’s base salary of $938,000 plus a bonus equal to his target bonus of $1,206,000. These amounts would be payable in euros. His potential compensation has been converted into U.S. dollars at the average exchange rate of the dollar for fiscal 2014 of $1.34: €1.

Estimated Cash and Benefit Payments Upon Termination of Employment

The following table ~~and footnotes quantify~~quantifies the cash compensation or value of benefits that Messrs. Donald and Thamm ~~the only named executive officers with employment agreements,~~ would receive upon ~~various scenarios~~

~~for~~ termination of ~~employment or a change in control.~~employment. The amounts shown assume the event that triggered the treatment occurred on November 30, ~~2014.~~2017. The table does not include amounts they would be entitled to without regard to the circumstances of termination, such as earned or accrued ~~compensation.~~

~~Estimated Cash and Benefit Payments Upon Termination of Employment or Change of Control~~compensation

Name

Benefit
Termination
without Cause
($) Voluntary
Termination
(without
Good
Reason)
($) Voluntary
  Termination
(with Good
Reason)
($) Death or
Disability
($)     Change of
Control
($)
Arnold W. Donald
Separation Payment 3,650,000    0    3,650,000    0    7,300,000

Post-Employment Benefits⁽¹⁾
82,244    0    82,244    0    109,659

TOTAL
3,732,244    3,732,244    7,409,659

Michael Thamm

Non-Competition Compensation
2,144,000    2,144,000    2,144,000    2,144,000    2,144,000

TOTAL
2,144,000    2,144,000    2,144,000    2,144,000    2,144,000

Name
Benefit Termination
without Cause
($) Voluntary
Termination
(without
Good
Reason)
($) Voluntary
Termination
(with Good
Reason)
($) Death or
Disability
($) Change
of
Control
($)

Arnold W. Donald
Separation Payment 4,500,000 0 4,500,000 0 9,000,000

Post-Employment Benefits

129,423

0

129,423

0

129,423

TOTAL

4,629,423

4,629,423

9,129,423

Michael Thamm

Non-Competition Compensation⁽¹⁾

2,511,102

2,511,102

2,511,102

2,511,102

2,511,102

TOTAL

2,511,102

2,511,102

2,511,102

2,511,102

2,511,102

(1)
~~Includes medical, dental, group life, accidental death or dismemberment, and long-term disability insurance premiums.~~These amounts would be payable in euro. Mr. Thamm’s potential non-competition compensation has been converted into U.S. dollars using the average U.S. dollar to euro exchange rate for fiscal 2017 of $1.12:€1.
Equity-Based Compensation
Vesting of ~~options,~~ restricted shares and RSUs upon termination of a ~~named executive officer’s~~Named Executive Officer’s employment is dependent upon the reasons ~~the named executive officer’s~~his employment is terminated, the terms of the respective equity plan and the associated equity grant agreement. Equity grants made to ~~Messrs. Donald, Bernstein, Buckelew, Cahill and Thamm~~our Named Executive Officers are subject to the same terms as all other participants generally, except as described below.
Carnival Corporation 2011 Stock ~~Plan~~Plan.
All ~~named executive officers~~our Named Executive Officers except Mr. Thamm ~~receive~~received equity grants under the Carnival Corporation 2011 Stock Plan. The terms of the Carnival Corporation
Carnival Corporation & plc 2018 Proxy Statement
65

COMPENSATION

Potential Payments Upon Termination or Change of Control

2011 Stock Plan and the equity grant agreements applicable to participants generally provide that upon termination for death or disability, all unvested equity grants will immediately vest. The terms of the equity grants to Named Executive Officers provide that if their employment is terminated without cause or they voluntarily terminate due to a diagnosis of a terminal medical condition, the restricted share and MTE grants will continue to vest according to their original vesting schedule and remain subject to confidentiality and non-competition provisions. The SEA grants will also be retained if employment is terminated without cause. For the purposes of the agreement, “cause” is defined as any action or inaction which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or moral turpitude, as determined by the Boards of Directors.

Upon retirement, ~~TBS~~restricted share and MTE grants continue to vest according to their terms as though employment had not ended; provided, however, that as each participant reaches retirement age, 50% of the grant will immediately vest, if such participant becomes subject to tax withholding at that time. Retirement is defined as voluntary termination of an employee being at least 60 years of age with 15 years of service or at least 65 years of age with five years of service. Upon involuntary termination within 12 months ofafter a change of control, ~~all options become immediately exercisable and~~ the restricted period on all restricted shares and RSUs immediately expires.

Change of control means the occurrence of any of the ~~following (i)~~ following:

the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of common stock of Carnival Corporation or (B) the combined voting power of the then outstanding voting securities of Carnival Corporation and Carnival plc entitled to vote generally in the election of ~~directors,~~Directors, except that this provision does not apply to affiliated companies or the Arison family, ~~(ii)~~

incumbent ~~directors~~Directors cease to constitute at least a majority of the ~~boards~~Boards of ~~directors, (iii)~~ Directors;

the dissolution or liquidation of Carnival ~~Corporation, (iv)~~ Corporation;

the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival ~~Corporation,~~Corporation; or ~~(v)~~

the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving Carnival Corporation that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction.

All of the equity ~~grant~~grants made to participants, including ~~the named executive officers,~~our Named Executive Officers, contain ~~claw back~~clawback and forfeiture provisions in the event of a violation of confidentiality ~~and~~or non-compete provisions (which restrict them from competing with Carnival Corporation & plc for the remainder of the ~~award’s~~grant’s vesting period) or fraud or conduct contributing to any financial restatements or irregularities.

~~Carnival Corporation 2002 Stock Plan~~

All named executive officers except Messrs. Donald and Thamm received equity grants under the Carnival Corporation 2002 Stock Plan. All restricted share and RSU awards made to the named executive officers under the Carnival Corporation 2002 Stock Plan have been settled. Mr. Buckelew continues to hold fully vested stock options that will expire on February 27, 2015. For further details please see the “Outstanding Equity Awards at Fiscal 2014 Year-End” table.

~~Carnival Corporation 2001 Outside Director Stock Plan~~

Mr. Donald is the only named executive officer that holds outstanding options under the Carnival Corporation 2001 Outside Director Stock Plan by virtue of his prior status as a non-executive director. All the options held by Mr. Donald are fully vested.

~~Individual Arrangements Related to Equity Grants under the Carnival Corporation 2002 Stock Plan and Carnival Corporation 2011 Stock Plan~~

~~Arnold W. Donald, David Bernstein, Alan Buckelew and Gerald R. Cahill.~~ The terms of Messrs. Donald, Bernstein, Buckelew and Mr. Cahill’s restricted stock agreements provide that if their employment is terminated without cause or they voluntarily terminate due to a diagnosis of terminal medical condition, the restricted shares will continue to vest according to their original vesting schedule. For the purposes of the agreement, “cause” is defined as any action or inaction which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or moral turpitude, as determined by the boards of directors.

~~Special RSU Grant.~~ Pursuant to the terms of his employment agreement, Mr. Donald received a one-time special PBS grant. The other named executive officers received a special PBS grant in December 2013. The terms of the special PBS grant provide that if the executive’s employment is terminated without cause (or by Mr. Donald for good reason), he will vest in the target number of special PBS grant on a pro-rata basis as of the date of termination. In addition, in the event of a change in control, the special PBS grant would be pro-rated as of the date of the change in control.

Carnival plc ~~Executive~~Employee Share ~~Option Plan~~Plans.

Mr. Thamm is the only ~~named executive officer that holds outstanding options~~Named Executive Officer who received grants under ~~this plan. All~~ the options held by Mr. Thamm are fully vested and are scheduled to expire in February and April 2015. Mr. Thamm receives the same treatment as other Carnival Executive Share Option Plan participants generally. Under the terms of the plan and Mr. Thamm’s equity agreements, upon termination for cause or voluntary termination, all options will be forfeited. Upon change of control or termination of employment for retirement, injury, disability, ill health or termination by Carnival plc without cause, all options will remain exercisable. Change of control is defined to mean (i) a person, alone or in concert with others making a general offer to acquire the whole of the share capital of Carnival plc, (ii) a person becoming bound or entitled to give notice under sections 428 to 430F of the Companies Act 1985 to acquire shares, (iii) a court directing that a meeting of the holders of shares be convened pursuant to section 425 of the Companies Act 1985 for the purposes of considering a scheme of arrangement of Carnival plc or its amalgamation with any other company or companies2014 Employee Share Plan and the scheme of arrangement being approved by the shareholders’ meeting or sanctioned by the court, or (iv) notice being duly given of a resolution for the voluntary winding-up of Carnival plc. Cause is not specifically defined in this plan.

~~Carnival plc 2005 Employee Share Plan~~

~~Mr. Thamm is the only named executive officer who receives grants under the~~predecessor Carnival plc 2005 Employee Share Plan. Mr. Thamm receives the same treatment under the ~~Carnival plc 2005 Employee Share Plan~~plans as other participants generally, ~~for~~except that if his employment is terminated without cause or he voluntarily terminates due to diagnosis of a terminal medical condition, all time-based share (“TBS”) and MTE grants ~~made through fiscal 2011, except as described in the section entitled “Individual Arrangements Related~~will continue to ~~Equity Grants under the Carnival plc Equity Plans.”~~vest according to their original vesting schedule and remain subject to confidentiality and non-competition provisions. The SEA grants will also be retained if employment is terminated without cause. All grants vest upon termination of

employment for death or disability. Upon retirement, all TBS and MTE grants will continue to vest according to their terms as if the employment had not been terminated. ~~For equity grants made prior to December 2008, retirement~~Retirement is defined as voluntary termination of an employee being at least 5560 years of age with 15 years of service or at least 65 years of age with five years of service. ~~In December 2008, the Compensation Committees amended the definition of retirement to increase the retirement age to 60 years of age with 15 years of service.~~ Upon involuntary termination within 12 months after a change of control, the restricted period on all ~~grants will vest.~~ RSUs immediately expires.


66				Carnival Corporation & plc 2018 Proxy Statement

COMPENSATION

Potential Payments Upon Termination or Change of Control

Change of control is defined to mean the occurrence of any of the ~~following (i)~~ following:

a person (either alone or together with any person acting in concert with him) obtaining control of Carnival plc as a result of a general offer or otherwise for the whole of the share capital of Carnival plc (other than those shares which are already owned by him and/or any person acting in concert with him)~~, (ii)~~ ;

the acquisition by any individual, entity or group of beneficial ownership of 50% or more of either (A) the then outstanding shares of Carnival plc or (B) the combined voting power of the then outstanding voting securities of Carnival plc entitled to vote generally in the election of ~~directors,~~Directors, except that this provision does not apply to affiliated companies or members of the Arison ~~family, (iii)~~ family;

incumbent ~~directors~~Directors cease to constitute at least a majority of the ~~boards~~Boards of ~~directors, (iv)~~ Directors;

a person becoming bound or entitled to give notice under ~~sections~~Sections 428 to 430F of the Companies Act ~~1985~~ to acquire ~~shares, (v)~~ shares;

a court directing that a meeting of the holders of shares be convened pursuant to ~~section~~Section 425 of the Companies Act ~~1985~~ for the purposes of considering a scheme of arrangement of Carnival plc or its amalgamation with any other company or companies and the scheme of arrangement being approved by the shareholders’ meeting or sanctioned by the ~~court, (vi)~~ court;

notice being duly given of a resolution for the voluntary winding-up of Carnival ~~plc, (vii)~~ plc;

the sale, transfer or other disposition of all or substantially all of the business or assets of Carnival ~~plc,~~plc; or ~~(viii)~~

the completion of a reorganization, recapitalization, merger, consolidation, share exchange or similar form of corporate transaction involving Carnival plc that requires the approval of the shareholders, whether for such transaction or the issuance of securities in the transaction.

All of the equity grants made to ~~the named executive officers in February 2008 and thereafter~~our Named Executive Officers contain confidentiality and non-compete provisions that restrict them from competing with Carnival plc. If they breach either of these provisions, they will forfeit the right to receive all unvested and unexercised equity grants.

~~Individual Arrangements Related to Equity Grants under the Carnival plc Equity Plans~~

~~Michael Thamm~~.The terms of Mr. Thamm’s RSU agreement for RSUs granted in October 2012 and thereafter provide that if his employment is terminated without cause or he voluntarily terminates due to diagnosis of a terminal medical condition, the RSU grant will continue to vest according to its original vesting schedule.

Potential Value of Equity Grants Upon Termination of Employment or Change of Control

The following ~~chart shows~~table details the value of all outstanding ~~option,~~ restricted share and RSU grants that would have become vested, or that could have continued to vest, subject to any non-compete and confidentiality requirement, for termination of employment or upon a change of control as of November 30, 2014. All option grants are fully vested. No termination of employment is required to trigger acceleration upon a change of control, except for grants made under the Carnival Corporation 2011 Stock Plan. For this purpose, options were valued as the difference between the closing price of Carnival Corporation common stock or Carnival plc ordinary shares, as applicable, as of that date and the applicable exercise price of the options. Restricted shares and RSUs were valued based on the closing price of Carnival Corporation common stock or Carnival plc ordinary shares, as applicable, as of that date. The value for Carnival Corporation common shares is based on $44.16, which is the closing price reported as having occurred on the New York Stock Exchange on November 28, 2014 and the value for Carnival plc ordinary shares is based on $43.99, which is the closing price reported as having occurred on the London Stock Exchange on November 28, 2014 of £28.20, which has been converted at November 28, 2014 exchange rate of $1.56:£1. The value of options includes only those options with an exercise price above these closing prices. As described above, certain options, restricted shares or RSUs do not vest upon termination of employment, but continue to vest over time according to the terms of the relevant equity plan, or Executive Long-Term Compensation, employment, service or equity agreements.2017. The true value of these equity grants for future vesting periods is subject to market fluctuations occurring over time.

Estimated Potential Value of Equity Grants⁽¹⁾⁽²⁾

Name
Termination
without Cause
($)
Death or
Disability
($)
Voluntary
Termination
upon
Diagnosis of
Terminal
Medical
Condition
($)
Change of
Control⁽³⁾
($)

Arnold W. Donald

8,271,231

13,396,290

7,513,089

13,396,290

David Bernstein

7,060,698

8,663,256

2,862,035

8,663,256

Stein Kruse

7,806,565

9,958,133

3,564,580

9,958,133

Arnaldo Perez

2,766,792

3,691,087

1,717,142

3,691,087

Michael Thamm

6,294,136

7,816,497

2,308,964

7,816,497

TOTAL

32,199,422

43,525,264

17,965,810

43,525,263

Carnival Corporation & plc 2018 Proxy Statement
67

COMPENSATION

Potential Payments Upon Termination or Change of Control

(1)

The value for restricted shares and RSUs is based on the closing price of Carnival Corporation common stock on November 30, 2017 of $65.64, except for the Carnival plc RSUs held by Mr. Thamm, which is based on the closing price of Carnival plc ordinary shares on November 30, 2017 of £47.66, which has been converted into $63.39 based on the November 30, 2017 exchange rate of $1.33:£1.

(2)	The value of the RSUs are reflected using the target number of RSUs granted.

(3)	Termination of employment is required to trigger acceleration upon a change of control, except for grants made under the Carnival plc 2005 Employee Share Plan.


68				Carnival Corporation & plc 2018 Proxy Statement

AUDIT MATTERS

REPORT OF THE AUDIT COMMITTEES

Name
Termination
without Cause
($) Voluntary
Termination
(without Good
Reason)
($) Voluntary
Termination
(with Good
Reason)
($) Retirement
($) Death or
Disability
($) Voluntary
Termination upon
Diagnosis of
Terminal
Medical
Condition
($) Change of Control
($)
Arnold W. Donald
2,562,561    329,036    4,133,974    329,036    5,956,936    2,562,561    10,307,518
David Bernstein
2,174,615    2,984,240    2,174,615    4,323,573
Alan Buckelew
1,422,924    1,422,924    1,422,924    2,163,131    1,422,924    3,558,280
Gerald R. Cahill
2,032,729    2,032,729    2,032,729    2,795,906    2,032,729    4,138,322
Michael Thamm
1,417,240    2,617,414    1,417,240    4,020,896

Total
9,610,069    3,784,689    4,113,974    3,784,689    16,517,627    9,610,069    26,348,589

Carnival Corporation and Carnival plc are two separate legal entities and, therefore, each has a separate Board of Directors, each of which in turn has its own Audit Committee. In accordance with their charter, each Audit Committee assists the relevant Board of Directors in carrying out its oversight of:
the integrity of the relevant financial statements;
Carnival Corporation and Carnival plc’s compliance with legal and regulatory requirements, other than requirements related to HESS;
the auditors’ qualifications and independence;
the performance of Carnival Corporation & plc’s internal audit functions and independent auditors; and
relevant elements of Carnival Corporation and Carnival plc’s risk management programs.
Both Audit Committees are subject to the audit committee independence requirements under the corporate governance standards of the New York Stock Exchange and relevant SEC rules, and the Audit Committee of Carnival plc is also subject to the requirements of the UK Corporate Governance Code. The two Audit Committees have identical members and each currently consists of five independent (as defined by the listing standards of the New York Stock Exchange, SEC rules and the UK Corporate Governance Code) Non-Executive Directors. The Carnival Corporation Board of Directors has determined that each member of the Audit Committees is both “independent” and an “audit committee financial expert,” as defined by SEC rules and New York Stock Exchange listing standards. In addition, the Carnival plc Board of Directors has determined that each member of the Audit Committees has “recent and relevant financial experience” for purposes of the UK Corporate Governance Code and that the Audit Committees as a whole have competence relevant to the sector in which Carnival Corporation & plc operate.
Management has primary responsibility for Carnival Corporation & plc’s financial reporting process, including their system of internal control, and for the preparation of consolidated financial statements. Carnival Corporation & plc’s independent auditor is responsible for performing an independent audit of those financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. The Audit Committees are responsible for monitoring and overseeing the financial reporting process and the preparation of consolidated financial statements and for supervising the relationship between Carnival Corporation & plc and its independent auditor, as well as reviewing the group’s systems of internal controls and compliance with the group Code of Business Conduct and Ethics. The Audit Committees have met and held discussions with management of Carnival Corporation & plc and the independent auditor. In this context, management represented to the Audit Committees that Carnival Corporation & plc’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles.
The Audit Committees:
reviewed and discussed Carnival Corporation & plc’s audited consolidated financial statements for the year ended November 30, 2017 with Carnival Corporation & plc’s management and with Carnival Corporation & plc’s independent auditor;
discussed with Carnival Corporation & plc’s independent auditor the matters required to be discussed under applicable standards of the Public Company Accounting Oversight Board; and
received the written disclosures and the letter from Carnival Corporation & plc’s independent accountants required by applicable requirements of the Public Company Accounting Oversight
Carnival Corporation & plc 2018 Proxy Statement
69

AUDIT MATTERS

Independent Registered Certified Public Accounting Firm

Board regarding the independent accountants’ communications with the Audit Committees concerning independence and discussed with Carnival Corporation & plc’s independent auditor the independent auditors’ independence.

The Audit Committees also considered whether the provision to the relevant entity by the independent auditor of non-audit services was compatible with maintaining the independence of the independent auditor. Based on the reviews and discussions described above, the Audit Committees recommended to the Boards of Directors that the audited consolidated financial statements of Carnival Corporation & plc be included in Carnival Corporation & plc’s Annual Report on Form 10-K for the year ended November 30, 2017 for filing with the SEC.

The Audit Committee

of Carnival Corporation

The Audit Committee
of Carnival plc

Richard J. Glasier, Chair

Jason Glen Cahilly

Stuart Subotnick

Laura Weil

Randall J. Weisenburger

INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

Audit and Non-Audit Fees

PricewaterhouseCoopers LLP were the auditors of Carnival Corporation & plc during fiscal ~~2014~~2017 and fiscal ~~2013.~~2016. Aggregate fees for professional services rendered to Carnival Corporation & plc by PricewaterhouseCoopers LLP for the years ended November 30, ~~2014~~2017 and ~~2013~~2016 were as follows (in millions):

   2014 2013
Audit Fees
   $ 5.3    $ 5.6
Audit-Related Fees
   0.0 ⁽¹⁾ 0.0 ⁽¹⁾
Tax Fees
   0.0 ⁽¹⁾ 0.0 ⁽¹⁾
All Other Fees
   2.6    0.1


Total
   $ 7.9    $ 5.7


Type of Fee



2017

2016

Audit Fees

   $

5.4

$

5.7

Audit-Related Fees



0.1

0.3

Tax Fees



0.0

0.0

All Other Fees



0.0

⁽¹⁾

0.0

⁽¹⁾



Total

   $

5.5

$

6.0

(1)
Less than ~~$50,000~~$50,000.
Audit Fees for ~~2014~~2017 and ~~2013~~2016 were for professional services rendered for the integrated audits of the Carnival Corporation & plc consolidated financial statements and systems of internal control over financial reporting, quarterly reviews of our joint Quarterly Reports on Form 10-Q, the audits of the Carnival plc consolidated IFRS financial statements, consents, registration statements, statutory audits of various international subsidiaries and ~~other agreed-upon procedures.~~the issuance of comfort letters.
Audit-Related Fees for ~~2014~~2017 and 2016 were principally for consultations related to financial accounting and reporting standards and for services rendered for the ~~review~~audit of our sustainability ~~report and for 2013 were for services performed on one of our pension plans.~~reports.
~~Tax fees~~ ~~for 2014 and 2013 were for international tax research.~~
~~All Other Fees~~ ~~for 2014 and 2013 were principally for digital advertising and consulting services as a result of PricewaterhouseCoopers LLP’s acquisition of an existing service provider.~~
All of the services described above were approved by the Audit Committees, and in doing so, the Audit Committees did not rely on thede minimis exception set forth in Rule 2-01(c)(7)(i)(C) under Regulation S-X.
70      Carnival Corporation & plc 2018 Proxy Statement

AUDIT MATTERS

Re-Appointment and Remuneration of Independent Auditors of Carnival plc and

Ratification of Independent Registered Certified Public Accounting Firm of Carnival Corporation

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Certified Public Accounting Firm

~~In December 2003, the~~The Audit Committees have adopted Key Policies and Procedures which address, among other matters, pre-approval of audit and permissible non-audit services provided by the independent registered certified public accounting firm. The Key Policies and Procedures require that all services to be provided by the independent registered certified public accounting firm must be approved by the Audit Committees prior to the performance of such services. The Audit Committees consider whether the services requested are consistent with the rules of the SEC and UK Financial Reporting Council on auditor independence.

~~REPORT OF THE AUDIT COMMITTEES~~PROPOSALS 14 & 15

~~Carnival Corporation and~~RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS OF CARNIVAL PLC AND RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM OF CARNIVAL CORPORATION

The Audit Committee of the Board of Directors of Carnival plc ~~are two separate legal entities and, therefore, each~~ has ~~a separate board~~selected the UK firm of ~~directors, each of which in turn has its own Audit Committee. In accordance with their charter, each~~PricewaterhouseCoopers LLP as Carnival plc’s independent auditors for the year ending November 30, 2018. The Audit Committee ~~assists the relevant board of directors in carrying out its oversight of:~~

~~the integrity~~ of the ~~relevant financial statements;~~

~~Carnival Corporation and Carnival plc’s compliance with legal and regulatory requirements, other than requirements related to HESS;~~

~~the auditors’ qualifications and independence;~~

~~the performance~~Board of Directors of Carnival Corporation ~~& plc’s internal audit functions~~has selected the U.S. firm of PricewaterhouseCoopers LLP as Carnival Corporation’s independent registered certified public accounting firm for the year ending November 30, 2018. Representatives of both the U.S. and UK firms of PricewaterhouseCoopers LLP are expected to be present at the Annual Meetings, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.

Proposal 14 would re-appoint the UK firm of PricewaterhouseCoopers LLP as the independent ~~auditors;~~auditors of Carnival plc until the conclusion of the next Annual General Meeting of Carnival plc. It is a requirement of Section 489(2) of the Companies Act that Carnival plc appoint its independent auditors before the end of a general meeting at which its annual accounts and reports are laid (which occurs at its Annual General Meeting). Proposal 14 would also ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm of Carnival Corporation.

~~relevant elements~~Although ratification by our shareholders of the appointment of an independent certified public accounting firm of Carnival Corporation ~~and Carnival plc’s risk management programs.~~

~~Both~~is not legally required, our Boards of Directors believe that such action is desirable. If our shareholders do not approve Proposal 14, the Audit Committees will consider the selection of another accounting firm for 2019 and future years.

Under Proposal 15, you are ~~subject~~being asked to ~~the audit committee independence requirements under the corporate governance standards of the New York Stock Exchange and relevant SEC rules, and~~authorize the Audit Committee of Carnival plc ~~is also subject~~ to determine the ~~requirements~~remuneration of the UK ~~Corporate Governance Code.~~ firm of PricewaterhouseCoopers LLP as independent auditors of Carnival plc.

The ~~two Audit Committees have identical members and each currently consists~~Boards of ~~four independent (as defined by~~Directors unanimously recommend a voteFOR the listing standards of the New York Stock Exchange, SEC rules and the UK Corporate Governance Code), non-executive directors. The Carnival Corporation board of directors has determined that Richard J. Glasier is both “independent” and an “audit committee financial expert,” as defined by SEC rules and New York Stock Exchange listing standards. In addition, the Carnival plc board of directors has determined that Mr. Glasier has “recent and relevant financial experience” for purposesre-appointment of the UK ~~Corporate Governance Code.~~

~~Management has primary responsibility for~~firm of PricewaterhouseCoopers LLP as Carnival ~~Corporation &~~ plc’s ~~financial reporting process, including its system of internal control, and~~independent auditors for the ~~preparation~~2018 fiscal year, the ratification of ~~consolidated financial statements.~~the selection of the U.S. firm of PricewaterhouseCoopers LLP as Carnival ~~Corporation & plc’s~~Corporation’s independent ~~auditor is responsible~~registered certified public accounting firm for ~~performing an independent audit of those financial statements and expressing an opinion on~~ the ~~conformity of those financial statements with U.S. generally accepted accounting principles. The Audit Committees are responsible for monitoring and overseeing the financial reporting process~~2018 fiscal year and the ~~preparation~~authorization of ~~consolidated financial statements and for supervising~~ the relationship between Carnival Corporation & plc and its independent auditor, as well as reviewing the group’s systems of internal controls and compliance with the group Code of Business Conduct and Ethics. The Audit ~~Committees have met and held discussions with management~~Committee of Carnival ~~Corporation &~~ plc ~~and~~to determine the independent auditor. In this context, management represented to the Audit Committees that Carnival Corporation & plc’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles.

The Audit Committees (i) reviewed and discussed Carnival Corporation & plc’s audited consolidated financial statements for the year ended November 30, 2014 with Carnival Corporation & plc’s management and with Carnival Corporation & plc’s independent auditor; (ii) discussed with Carnival Corporation & plc’s independent auditor the matters required to be discussed under applicable standardsremuneration of the ~~Public Company Accounting Oversight Board; and (iii) received the written disclosures and the letter from Carnival Corporation & plc’s independent accountants required by applicable requirements~~UK firm of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with the Audit Committees concerning independence and discussed with Carnival Corporation & plc’s independent auditor the independent auditors’ independence. The Audit Committees also considered whether the provision to the relevant entity by the independent auditor of non-audit services was compatible with maintaining the independence of the independent auditor. Based on the reviews and discussions described above, the Audit Committees recommended to the boards of directors that the audited consolidated financial statements of Carnival Corporation & plc be included in Carnival Corporation & plc’s Annual Report on Form 10-K for the year ended November 30, 2014 for filing with the SEC.PricewaterhouseCoopers LLP.

~~The Audit Committee~~ LOGO Carnival Corporation & plc 2018 Proxy Statement

~~of Carnival Corporation~~

~~The Audit Committee~~
~~of Carnival plc~~71

~~Richard J. Glasier, Chairman~~

OTHER PROPOSALS

PROPOSAL 16

RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC

The Directors of Carnival plc are required by the Companies Act to present Carnival plc’s financial statements, the UK statutory Directors’ Report, the UK statutory Strategic Report and the auditors’ report relating to those accounts to the Carnival plc shareholders. Accordingly, the Directors of Carnival plc lay before the Annual Meetings the Carnival plc accounts and the reports of the Directors and auditors for the year ended November 30, 2017, which have been approved by and signed on behalf of Carnival plc’s Board of Directors and will be delivered to the Registrar of Companies in the UK following the Annual Meetings. Shareholders are voting to approve receipt of these documents, as UK law does not require shareholder approval of the substance and content of these documents. The UK statutory Directors’ Report is attached as Annex A to this Proxy Statement and the UK statutory Strategic Report is included within the Carnival plc consolidated IFRS financial statements. The full accounts and reports of Carnival plc will be available for inspection prior to and during the Annual Meetings.

The Boards of Directors unanimously recommend a voteFOR the receipt of the accounts and reports of Carnival plc for the year ended November 30, 2017.

PROPOSALS 17 & 18

APPROVAL OF THE GRANT OF AUTHORITY TO ALLOT NEW CARNIVAL PLC SHARES AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS APPLICABLE TO THE ALLOTMENT OF NEW CARNIVAL PLC SHARES

Summary. Proposal 17 authorizes the Directors of Carnival plc to issue, until the next Annual General Meeting of Carnival plc (or, if earlier, until the close of business on July 10, 2019), a maximum number of Carnival plc ordinary shares (or to grant rights to subscribe for or convert any securities into ordinary shares up to a maximum aggregate amount) without further shareholder approval. Proposal 18 authorizes the Directors of Carnival plc to issue (or sell any ordinary shares which Carnival plc elects to hold in treasury), until the next Annual General Meeting of Carnival plc (or, if earlier, until the close of business on July 10, 2019), a maximum number of Carnival plc ordinary shares for cash without first offering them to existing shareholders in accordance with the pre-emption rights that would otherwise be applicable. As is the case with many UK companies, these resolutions are proposed each year as the Directors believe occasions may arise from time to time when it would be beneficial for shares to be allotted without shareholder approval and for shares to be allotted for cash without making a pre-emptive offer. The Carnival plc Directors have no current commitments or plans to allot additional shares of Carnival plc using these authorities.

Discussion. Under Article 30 of the Articles of Association of Carnival plc, the Directors have, for a “prescribed period,” unconditional authority to allot ordinary shares in Carnival plc up to an aggregate nominal amount known as the “allotment amount.”

The power to implement the authority provided by Article 30 is sought each year by the proposal of an ordinary resolution to establish the prescribed period and the allotment amount. By passing this ordinary resolution, shareholders are authorizing the Board of Carnival plc to issue, during the prescribed period, a maximum number of shares having an aggregate nominal value equal to the allotment amount, without further shareholder approval. In the absence of such approval, the issuance of any additional shares would require shareholder approval.


72				Carnival Corporation & plc 2018 Proxy Statement

OTHER PROPOSALS

Approval of the Grant of Authority to Allot New Carnival plc Shares and

the Disapplication of Pre-emption Rights Applicable to the Allotment of New Carnival plc Shares

Under Article 31 of the Articles of Association of Carnival plc, the Directors have, for the same “prescribed period” referred to above, power to allot a small number of ordinary shares for cash without making a pre-emptive offer to existing shareholders, up to an aggregate nominal amount known as the “disapplication amount.”

The power to implement the authority provided by Article 31 is sought each year by the proposal of a special resolution to establish the disapplication amount. By passing this special resolution, shareholders are authorizing the Board of Carnival plc to issue, during the prescribed period, an amount of shares having an aggregate nominal value equal to the disapplication amount, for cash without first offering them to existing shareholders of Carnival plc.

The Third Amended and Restated Articles of Incorporation of Carnival Corporation do not contain equivalent provisions and holders of Carnival Corporation common stock do not have pre-emption rights. Accordingly, no action is required in respect of the ability of Carnival Corporation to allot shares or to disapply pre-emption rights.

In common with many UK companies, resolutions to renew the prescribed period and re-establish the allotment amount and the disapplication amount are normally proposed each year as the Directors believe occasions may arise from time to time when it would be beneficial for shares to be allotted and for shares to be allotted for cash without making a pre-emptive offer. This is the purpose of Proposal 17 (an ordinary resolution) and Proposal 18 (a special resolution). As usual, the prescribed period is the period from the passing of the resolutions until the next Annual General Meeting (or, if earlier, until the close of business on July 10, 2019).

Guidelines issued by the Investment Association, whose members are some of the largest institutional investors in UK listed companies, require the allotment amount to be limited to one-third of the issued ordinary share capital (except in the case of a rights issue). By reference to Carnival plc’s issued ordinary share capital on January 18, 2018, the maximum allotment amount in paragraph (a) of Proposal 17 is $115,837,721, which is equal to 69,781,759 new Carnival plc ordinary shares, being one-third of the amount of the issued ordinary share capital (excluding treasury shares).

In line with guidance issued by the Investment Association, paragraph (b) of Proposal 17 would give the Directors of Carnival plc authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favor of ordinary shareholders up to an aggregate nominal amount equal to $231,675,442 (representing 139,563,519 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of Proposal 17. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of Carnival plc as at January 18, 2018. However, if they do exercise the authorities given to them if Proposals 17 and 18 are passed, the Directors intend to follow the Investment Association’s recommendations concerning their use (including as regards the Directors standing for election or re-election in certain cases).

Guidelines issued by the Pre-Emption Group, a group comprising representatives of UK listed companies, investment institutions and corporate finance practitioners and formed under the support of the London Stock Exchange to monitor the operation of the Guidelines, recommend that a resolution to disapply the statutory pre-emption rights provided by UK company law should be limited to an amount of equity securities not exceeding 5% of the nominal value of the company’s issued ordinary share capital. By reference to Carnival plc’s issued ordinary share capital on January 18, 2018, the maximum disapplication amount is $17,375,658, which is equal to 10,467,263 new Carnival plc ordinary shares. In respect of this aggregate nominal amount, the Directors of Carnival plc confirm their intention to follow the provisions of the Pre-Emption Group’s Statement of Principles regarding cumulative usage


Carnival Corporation & plc 2018 Proxy Statement		~~Richard J. Glasier, Chairman~~
~~Stuart Subotnick~~		~~Stuart Subotnick~~
~~Laura Weil~~		~~Laura Weil~~
~~Randall J. Weisenburger~~		~~Randall J. Weisenburger~~73

~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS~~OTHER PROPOSALS

~~Review and Approval~~ General Authority to Buy Back Carnival plc Ordinary Shares

of ~~Transactions with Related Persons~~

Consistent with our written policies and procedures, it is our practice to review all relationships and transactions in which Carnival Corporation & plc and our directors, nominees and executive officers or their immediate family members are participants to determine whether such persons haveauthorities within a ~~direct or indirect material interest. Our Legal and Global Accounting and Reporting Services Departments are primarily responsible for~~rolling three-year period where the development and implementation of processes and controls to obtain information from the directors, nominees and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions in which the amount involved exceeds $120,000 in which Carnival Corporation & plc was or is to be a participant and a related person had or will have a direct or indirect material interest are disclosed in our proxy statement. In addition, in accordance with our Schedule of Matters Reserved to the Boards and their Committees for their Decision, the boards review and approve or ratify any related person transaction involving (1) a director regardless of the amount and (2) a non-director executive officer with an aggregate valuePrinciples provide that usage in excess of ~~$50,000.~~7.5% should not take place without prior consultation with shareholders.

In summary, if Proposals 17 and 18 were passed, the ~~course~~extent of ~~its review~~the authority of the Directors to allot new Carnival plc ordinary shares for cash on terms which would be dilutive to the existing shareholdings of Carnival plc shareholders, without shareholder approval, would be limited to 10,467,263 new Carnival plc ordinary shares, being 5% of the issued ordinary share capital of Carnival plc at January 18, 2018. The Directors have no current commitments or plans to allot additional shares of Carnival plc under these authorities. Furthermore, the adoption of Proposals 17 and ~~approval~~18 would have no material effect on the ability of Carnival plc to undertake or ~~ratification~~defend against a takeover attempt.

In addition to the Repurchase Program (described below), we also have programs that allow us to obtain an economic benefit when either Carnival Corporation common stock is trading at a premium to the price of Carnival plc ordinary shares or Carnival plc ordinary shares are trading at a ~~related person transaction, the boards may consider the following factors:~~premium to Carnival Corporation common stock (the “Stock Swap Programs”). For example:

In the ~~nature of the related person’s interest in the transaction;~~

~~the material terms of the transaction, including, without limitation, the amount and type of transaction;~~

~~the importance of the transaction to the related person;~~

~~the importance of the transaction~~event Carnival Corporation common stock trades at a premium to Carnival ~~Corporation & plc;~~

~~whether the transaction would impair the judgment of a director or executive officer~~plc ordinary shares, we may elect to ~~act in our best interest; and~~

~~any other matters the boards deem appropriate.~~

Any member of the boards who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the board that considers the transaction.

~~Transactions with Related Persons~~

~~Transactions with Micky Arison~~. Micky Arison, our Chairman, is also the Chairman, President and the indirect sole shareholder of FBA II, Inc., the sole general partner of Miami Heat Limited Partnership (“MHLP”), the owner of the Miami Heat, a professional basketball team. He is also the indirect sole shareholder of Basketball Properties, Inc., the sole general partner of Basketball Properties, Ltd. (“BPL”), the manager and operator of the American Airlines Arena. Pursuant to a three-year advertising and promotion agreement between Carnival Cruise Lines, MHLP and BPL, Carnival Cruise Lines paid approximately $491,700 during fiscal 2014. Carnival Cruise Lines also paid approximately $29,500 for in-game promotions to publicize Carnival Cruise Lines during Miami Heat games.

~~Registration Rights~~. Pursuant to a letter agreement (the “Trust Registration Rights Agreement”) dated July 11, 1989, Carnival Corporation granted to the Ted Arison Irrevocable Trust (the “Irrevocable Trust”) and the Arison Children’s Irrevocable Trust (the “Children’s Trust,” and together with the Irrevocable Trust, the “Trusts”) certain registration rights with respect to certainsell shares of Carnival Corporation common stock, ~~held~~at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of Carnival plc ordinary shares in the UK market.

In the event Carnival plc ordinary shares trade at a premium to Carnival Corporation common stock, we may elect to sell ordinary shares of Carnival plc, at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of shares of Carnival Corporation common stock in the U.S.

Any realized economic benefit under the Stock Swap Programs is used for ~~investment by~~general corporate purposes, which could include repurchasing additional stock under the ~~Trusts (the “Shares”). The beneficiaries of the Trusts included the children of Ted Arison,~~

including Micky Arison, our Chairman, and Shari Arison. Effective December 26, 1991, the Children’s Trust was divided into three separate continued trusts, including continued trusts for Micky Arison, Shari Arison and Michael Arison.Repurchase Program.

Under the ~~Trust Registration Rights Agreement,~~Stock Swap Programs effective 2008, the Boards of Directors have made the following authorizations:

In January 2017, to sell up to 22.0 million of Carnival Corporation ~~has granted~~common stock in the ~~Trusts demand~~U.S. market and ~~piggyback registration rights.~~repurchase up to 22.0 million of Carnival plc ordinary shares in the UK market.

In February 2016, to sell up to 26.9 million of existing shares of Carnival plc in the UK market and repurchase up to 26.9 million shares of Carnival Corporation common stock in the U.S. market.

As of January 18, 2018, 7,944,510 Carnival plc ordinary shares are held by Carnival plc in treasury.

The Boards of Directors unanimously recommend a voteFOR the approval of limits on the authority to allot Carnival plc shares and the disapplication of pre-emption rights for Carnival plc.

PROPOSAL 19

GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES

The Boards of Directors have authorized the repurchase of up to an aggregate of $1 billion of Carnival Corporation common stock and Carnival plc ordinary shares subject to certain restrictions (the “Repurchase Program”). The Repurchase Program does not have an expiration date and may be discontinued by our Boards of Directors at any time.

At January 18, 2018, the remaining availability under the Repurchase Program was $471 million. We may repurchase shares of Carnival Corporation common stock or Carnival plc ordinary shares under


74				Carnival Corporation & plc 2018 Proxy Statement

OTHER PROPOSALS

General Authority to Buy Back Carnival plc Ordinary Shares

the Repurchase Program, in addition to repurchases made with net proceeds resulting from the Stock Swap programs described above.

Shareholder approval is not required for us to buy back shares of Carnival Corporation, but is required under the Companies Act for us to buy back shares of Carnival plc. Accordingly, last year Carnival Corporation and Carnival plc sought and obtained shareholder approval to effect ~~any demand registration unless all~~market purchases of up to 21,603,849 ordinary shares of Carnival plc (being approximately 10% of Carnival plc’s ordinary shares in issue). That approval expires on the earlier of (i) the conclusion of Carnival plc’s 2018 Annual General Meeting or (ii) July 4, 2018. Shareholder approval to effect market purchases (within the meaning of Section 693(4) of the Companies Act) once the current authorization expires of up to 20,934,527 ordinary shares of Carnival plc (being 10% of Carnival plc’s ordinary shares in issue as of January 18, 2018) is being sought at this year’s Annual Meetings. Since last year’s Annual Meetings and through January 18, 2018, 4,574,686 Carnival plc ordinary shares have been purchased under the Repurchase Program and the Stock Swap programs. Carnival Corporation & plc treats any such purchases made by Carnival Corporation or Carnival Investments Limited under the Repurchase Program or the Stock Swap programs as if they were made by Carnival plc under the Carnival plc share buy back authority.

The Boards of Directors confirm that the authority to purchase Carnival plc’s shares under the Repurchase Program and the Stock Swap program will only be exercised after careful consideration of prevailing market conditions and the position of Carnival plc. In particular, the program will only proceed if we believe that it is in the best interests of Carnival Corporation, Carnival plc and their shareholders generally. The Boards of Directors are making no recommendation as to whether shareholders should sell any shares in Carnival plc and/or Carnival Corporation.

If the Boards of Directors exercise the authority conferred by Proposal 19, we would have the option of holding the shares in treasury, or cancelling them. Shares ~~owned~~held in treasury can be re-sold for cash, used for employee share plans or later cancelled. The Boards of Directors think it prudent to maintain discretion as to dealing with the purchased shares. As of January 18, 2018, 7,944,510 Carnival plc ordinary shares are held by Carnival plc in treasury.

The Boards of Directors consider that any buyback of Carnival plc ordinary shares may include the purchase of its American Depositary Shares (“ADSs”), each representing one Carnival plc ordinary share, with a subsequent cancellation of the underlying ADSs. If the underlying ADSs are so cancelled, Carnival plc will either cancel or hold in treasury the ordinary share represented by such ADSs.

The minimum price (exclusive of expenses) which may be paid for each Carnival plc ordinary share is $1.66, and the maximum price which may be paid is an amount (exclusive of expenses) equal to the higher of:

105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and

the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out.

As of January 18, 2018, there are no options outstanding to subscribe for Carnival plc ordinary shares and Carnival plc has issued 568,112 RSUs, which represent in the aggregate less than 1% of Carnival plc’s issued share capital. If 20,934,527 ordinary shares of Carnival plc were purchased by Carnival plc and cancelled, these RSUs would represent in the aggregate less than 1% of Carnival plc’s issued share capital.

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OTHER PROPOSALS

General Authority to Buy Back Carnival plc Ordinary Shares

The authority to purchase Carnival plc ordinary shares will expire at the conclusion of the Carnival plc Annual General Meeting in 2019 or on July 10, 2019, whichever is earlier (except in relation to any purchases of shares the contract for which was entered before the expiry of such authority).

The Boards of Directors unanimously recommend a voteFOR the general authority to buy back Carnival plc ordinary shares.


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QUESTIONS AND ANSWERS

QUESTIONS APPLICABLE TO ALL SHAREHOLDERS

Q:	*What information is contained in these materials?*

The information included in this Proxy Statement relates to the proposals to be voted on at the Annual Meetings, the voting process, the compensation of Directors and certain executive officers and certain other information required by rules promulgated by the SEC and the New York Stock Exchange applicable to both companies. We have attached as Annexes A, B and C to this Proxy Statement information that Carnival plc is required to provide to its shareholders under applicable UK rules.

Q:	*What proposals will be voted on at each of the Annual Meetings?*

A:	The proposals to be voted on at each of the Annual Meetings are set out in the Notices of Meetings included with this Proxy Statement.

Q:	*What is the voting recommendation of the Boards of Directors?*

A:	Your Boards of Directors recommend that you vote your shares “FOR” Proposals 1 through 19.

Q:	*How does the DLC arrangement affect my voting rights?*

On most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. These matters are called “joint electorate actions.” Combined voting is accomplished through the special voting shares that have been issued by each company. Certain matters specified in the organizational documents of Carnival Corporation and Carnival plc where the interests of the two shareholder bodies may diverge are called “class rights actions.” The class rights actions are voted on separately by the shareholders of each company. If either group of shareholders does not approve a class rights action, that action generally cannot be taken by either company. All of the proposals to be voted on at the Annual Meetings are joint electorate actions, and there are no class rights actions.

Q:	*Generally, what actions are joint electorate actions?*

A:	Any resolution to approve an action other than a class rights action or a procedural resolution (described below) is designated as a joint electorate action. The actions designated as joint electorate actions include:

the appointment, removal, election or re-election of any Director of either or both companies;

if required by law, the receipt or adoption of the annual accounts of both companies;

the appointment or removal of the independent auditors of either company;

a change of name by either or both companies; or

the implementation of a mandatory exchange of Carnival plc ordinary shares for Carnival Corporation common stock based on a change in tax laws, rules or regulations.

The relative voting rights of Carnival plc ordinary shares and Carnival Corporation common stock are equalized based on a ratio which we refer to as the “equalization ratio.” Based on the current equalization ratio of 1:1, each share of Carnival Corporation common stock has the same voting rights as one Carnival plc ordinary share on joint electorate actions.

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QUESTIONS AND ANSWERS

Questions Applicable to all Shareholders

Q:	*How are joint electorate actions voted on?*

A:	Joint electorate actions are voted on as follows:

Carnival plc shareholders vote at the Annual General Meeting of Carnival plc (whether in person or by proxy). Voting is on a poll (or ballot), which remains open for sufficient time to allow the vote at the Carnival Corporation Annual Meeting to be held and reflected in the Carnival plc Annual General Meeting through the mechanism of the ~~Trusts are included~~special voting share. An equivalent vote is cast at the subsequent Carnival Corporation Annual Meeting on each of the corresponding resolutions through a special voting share issued by Carnival Corporation; and

Carnival Corporation shareholders vote at the Carnival Corporation Annual Meeting (whether in person or by proxy). Voting is by ballot (or on a poll), which remains open for sufficient time to allow the vote at the Carnival plc Annual General Meeting to be reflected in the ~~demand.~~ Carnival Corporation ~~has agreed to bear all expenses relating to such demand~~Annual Meeting through the mechanism of the special voting share. An equivalent vote is cast on the corresponding resolutions at the Carnival plc Annual General Meeting through a special voting share issued by Carnival plc.

A joint electorate action is approved if it is approved by:

a simple majority of the votes cast in the case of an ordinary resolution (or not less than 75% of the votes cast in the case of a special resolution, if required by applicable law and ~~piggyback registrations, except for fees~~regulations or Carnival plc’s Articles of Association) by the holders of Carnival plc’s ordinary shares and ~~disbursements~~the holder of ~~counsel for~~ the ~~Trusts, selling costs, underwriting discounts~~Carnival plc special voting share voting as a single class at a meeting at which a quorum was present and acting;

a simple majority of the votes cast (or other majority if required by applicable ~~filing fees.~~

~~Under a registration rights agreement dated June 14, 1991, as amended by an amendment dated July 31, 1991~~law and ~~a succession agreement dated May 28, 2002 (together,~~regulations or the ~~“Arison Registration Rights Agreement”),~~ Carnival Corporation ~~granted certain registration rights~~Articles of Incorporation and By-laws) by the holders of Carnival Corporation common stock and the holder of the Carnival Corporation special voting share, voting as a single class at a meeting which a quorum was present and acting; and

a minimum of one-third of the total votes available to ~~Ted Arison~~be voted by the combined shareholders must be cast on each resolution for it to be effective. Formal abstentions (or votes withheld) by a shareholder on a resolution will be counted as having been “cast” for this purpose.

Q:	*How are the Directors of each company elected or re-elected?*

Resolutions relating to the election or re-election of Directors are considered as joint electorate actions. No person may be a member of the Board of Directors of Carnival Corporation or Carnival plc without also being a member of the Board of Directors of the other company. There are eleven nominees for election or re-election to the Board of Directors of each company this year. Each nominee currently serves as a Director of Carnival Corporation and Carnival plc. All nominees for Director are to be elected or re-elected to serve until the next Annual Meetings and until their successors are elected.

Carnival plc’s Articles of Association currently require Directors to submit themselves for election by shareholders at the first Annual General Meeting following their initial appointment to the Board of Directors and for re-election thereafter at subsequent Annual General Meetings at intervals of no more than three years. The Boards of Directors have decided, in accordance with the UK Corporate Governance Code, to submit all Directors for re-election on an annual basis.


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QUESTIONS AND ANSWERS

Questions Applicable to all Shareholders

Q:	*What votes are required to approve the proposals?*

Proposals 18 and 19 are required to be approved by not less than 75% of the combined votes cast at both Annual Meetings. Each of the other proposals, including the election or re-election of Directors, requires the approval of a majority of the combined votes cast at both Annual Meetings. Abstentions and broker non-votes are not deemed votes cast for purposes of calculating the vote, but do count for the purpose of determining whether a quorum is present.

If you are a beneficial owner of Carnival Corporation common stock and do not provide the shareholder of record with a signed voting instruction card, your shares may constitute broker non-votes.

Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to ~~certain~~a particular proposal because:

the broker has not received voting instructions from the beneficial owner; and

the broker lacks discretionary voting power to vote such shares.

Accordingly if you are a beneficial owner of shares held through intermediaries such as brokers, banks and other nominees, such intermediaries are not permitted to vote without specific instructions from you unless the matter to be voted on is considered “routine.” In this Proxy Statement, Proposals 14 and 15 (the re-appointment and remuneration of ~~common stock beneficially owned~~independent auditors of Carnival plc and the ratification of independent registered certified public accounting firm of Carnival Corporation), Proposal 16 (the receipt of accounts and reports of Carnival plc), Proposal 17 (allotment of new shares by ~~him (the “Arison Shares”)~~Carnival plc), Proposal 18 (disapplication of pre-emption rights in ~~consideration for $10,000. The registration rights were held by the Estate of Ted Arison. The Estate of Ted Arison subsequently transferred the Arison Shares~~relation to the ~~Nickel 1997 Irrevocable Trust (formerly known~~allotment of new shares by Carnival plc) and Proposal 19 (general authority for Carnival plc to buy back Carnival plc ordinary shares) are considered “routine,” and therefore, brokers are permitted to vote on these proposals without receiving voting instructions from you. On each of the other proposals (the election or re-election of Directors in Proposals 1-11, the approval of the fiscal 2017 compensation of our Named Executive Officers in Proposal 12, approval of the Carnival plc Directors’ Remuneration Report in Proposal 13), your broker, bank or other nominee will not be permitted to vote your shares without receiving voting instructions from you.

Q:	*Generally, what are procedural resolutions?*

Procedural resolutions are resolutions of a procedural or technical nature that do not adversely affect the shareholders of the other company in any material respect and are put to the shareholders at a meeting. The special voting shares do not represent any votes on “procedural resolutions.” The Chair of each of the meetings will determine whether a resolution is a procedural resolution.

To the extent that such matters require the approval of the shareholders of either company, any of the following will be procedural resolutions:

that certain people be allowed to attend or be excluded from attending the meeting;

that discussion be closed and the question put to the vote (provided no amendments have been raised);

that the question under discussion not be put to the vote (where a shareholder feels the original motion should not be put to the meeting at all, if such original motion was brought during the course of that meeting);

to proceed with matters in an order other than that set out in the notice of the meeting;

to adjourn the debate (for example, to a subsequent meeting); and

to adjourn the meeting.

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QUESTIONS AND ANSWERS

Questions Applicable to all Shareholders

Q:	*Where can I find the voting results of the Annual Meetings?*

The voting results will be announced to the media and the relevant stock exchanges and posted on our website at www.carnivalcorp.com and www.carnivalplc.com, after both Annual Meetings have closed. The results will also be published in a joint current report on Form 8-K within four business days after the date the Annual Meetings have closed.

Q:	*What is the quorum requirement for the Annual Meetings?*

The quorum requirement for holding the Annual Meetings and transacting business as joint electorate actions at the meetings is one-third of the total votes capable of being cast by all shareholders of both companies. Shareholders may be present in person or represented by proxy or corporate representative at the meetings.

Q:	*How is the quorum determined?*

For the purposes of determining a quorum with respect to joint electorate actions, the special voting shares have the maximum number of votes attached to them as were cast on such joint electorate actions, either for, against or abstained, at the parallel shareholder meeting of the other company, and such maximum number of votes (including abstentions) constitutes shares entitled to vote and present for the purposes of determining whether a quorum exists at such a meeting.

In order for a quorum to be validly constituted with respect to meetings of shareholders convened to consider a joint electorate action or class rights action, the special voting entities must be present.

Abstentions (including votes withheld) and broker non-votes are counted as ~~The 1997 Irrevocable Trust~~present for the purpose of ~~Micky Arison),~~determining the ~~Artsfare 1992 Irrevocable Trust (formerly known~~presence of a quorum.

Q:	*Is my vote confidential?*

A:	Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed to third parties except:

as necessary to meet applicable legal requirements;

to allow for the tabulation of votes and certification of the vote; or

to facilitate a successful proxy solicitation by our Boards of Directors.

Occasionally, shareholders provide written comments on their proxy card which are then forwarded to management.

Q:	*Who will bear the cost of soliciting votes for the Annual Meetings?*

We are providing these proxy materials in connection with the solicitation by the Boards of Directors of proxies to be voted at the Annual Meetings. We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes for the Annual Meetings. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to shareholders.


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QUESTIONS AND ANSWERS

Questions Applicable to all Shareholders

Q:	*Can I view the proxy materials electronically?*

Yes. This Proxy Statement and any other proxy materials have been posted on our website at www.carnivalcorp.com and www.carnivalplc.com. Carnival Corporation shareholders can also access proxy-related materials at www.proxyvote.com as described under “Questions Specific to Shareholders of Carnival Corporation.”

Q:	*What reports are filed by Carnival Corporation and Carnival plc with the SEC and how can I obtain copies?*

We file this Proxy Statement, joint Annual Reports on Form 10-K, joint Quarterly Reports on Form 10-Q and joint Current Reports on Form 8-K with the SEC.Copies of this Proxy Statement, the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2017, as well as any joint Quarterly Reports on Form 10-Q or joint Current Reports on Form 8-K, as filed with the SEC can be viewed or obtained without charge through the SEC’s website at www.sec.gov (under Carnival Corporation or Carnival plc) or at www.carnivalcorp.com or www.carnivalplc.com. Copies will also be provided to shareholders without charge upon written request to Investor Relations, Carnival Corporation, 3655 N.W. 87th Avenue, Miami, Florida 33178 or Carnival plc, Carnival House, 100 Harbour Parade, Southampton, SO15 1ST, United Kingdom. We encourage you to take advantage of the convenience of accessing these materials through the internet as it is simple and fast to use, saves time and money, and is environmentally friendly.

Q:	*May I propose actions for consideration at next year’s Annual Meetings?*

A:	Carnival Corporation shareholders and Carnival plc shareholders (to the extent permitted under Carnival Corporation’s and Carnival plc’s governing documents and U.S. and UK law, as applicable) may submit proposals for consideration at future shareholder meetings.

In order for shareholder proposals to be considered for inclusion in our Proxy Statement in accordance with SEC Rule 14a-8 for next year’s Annual Meetings, the written proposals must be received by our Secretary no later than the close of business November 2, 2018. Such proposals will need to comply with applicable SEC regulations regarding the inclusion of shareholder proposals in proxy materials.

Carnival Corporation’s By-laws establish advance notice procedures with regard to shareholder proposals that are not submitted for inclusion in the Proxy Statement, but that shareholders instead wish to present directly at an Annual Meeting. To be properly brought before the Annual Meeting, a notice of the proposal must be submitted to our Secretary at our headquarters no later than six weeks prior to the Annual Meetings of Shareholders or, if later, the time at which the notice of such meeting is publicly disclosed. For shareholders of Carnival plc, the same requirements apply under UK law requirements to submit a notice of a proposal.

Q:	*May I nominate individuals to serve as Directors?*

In order to submit a nominee for election at the Annual Meetings you must provide the information required for Director nominations set forth in Carnival Corporation’s and Carnival plc’s governing documents in a timely manner. Specifically, under the governing documents, you must submit your notice of nomination in writing to the attention of our Secretary at our headquarters not later than seven days nor earlier than 42 days prior to the 2019 Annual Meetings.

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QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival Corporation

Any such notice must include, in addition to any other requirements specifically set forth in Carnival Corporation’s and Carnival plc’s governing documents:

the name and address of the candidate;

a brief biographical description, including his or her occupation and service on boards of any public company or registered investment company for at least the last five years;

•

a statement of the particular experience, qualifications, attributes or skills of the candidate, taking into account the factors referred to above in “Nominations of Directors”; and

the candidate’s signed consent to serve as a Director if elected, and to be named in our Proxy Statement.

Shareholders may also recommend candidates for consideration by our Boards’ Nominating & Governance Committees in accordance with the procedures set forth in this Proxy Statement under “Procedures Regarding Director Candidates Recommended by Shareholders.”

QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION

Q:	*What Carnival Corporation shares owned by me can be voted?*

A:	All Carnival Corporation shares owned by you as of February 13, 2018, the record date, may be voted by you. These shares include those

held directly in your name as the ~~Ted Arison 1992 Irrevocable Trust~~shareholder of record, including shares purchased through Carnival Corporation’s Dividend Reinvestment Plan and its Employee Stock Purchase Plan and

held for ~~Lin No. 2)~~you as the beneficial owner through a stockbroker, bank or other nominee.

Q:	*Will I be asked to vote at the Carnival plc Annual General Meeting?*

A:	No. Your vote at the Carnival Corporation Annual Meeting, for the purposes of determining the outcome of combined voting, is automatically reflected as appropriate at the parallel Carnival plc Annual General Meeting through the mechanism of the special voting share issued by Carnival plc.

Q:	*Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?*

Carnival Corporation is taking advantage of SEC rules that allow it to deliver proxy materials over the Internet. Under these rules, Carnival Corporation is sending its shareholders a one-page notice regarding the Internet availability of proxy materials (the “Notice of Internet Availability of Proxy Materials”) instead of a full set of proxy materials, unless they previously requested to receive printed copies. You will not receive printed copies of the proxy materials unless you specifically request them. Instead, this notice tells you how to access and review on the Internet all the important information contained in the proxy materials. This notice also tells you how to submit your proxy card on the Internet and how to request to receive a printed copy of the proxy materials.

Q:	*What is the difference between holding shares as a shareholder of record and as a beneficial owner?*

A:	Most of the shareholders of Carnival Corporation hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.


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QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival Corporation

Shareholder of Record

If your shares are registered directly in your name with Carnival Corporation’s transfer agent, Computershare Investor Services LLC, you are considered, with respect to those shares, the shareholder of record, and the ~~Eternity Four Trust (formerly known~~Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable, is being sent directly to you by us. As the ~~Ted Arison 1994 Irrevocable Trust for Shari No. 1) (collectively,~~shareholder of record, you have the ~~“Family Trusts”). The Arison Registration Rights Agreement provides~~right to grant your voting proxy directly to the ~~Family Trusts and certain transferees with demand and piggyback registration rights.~~persons named in the proxy or to vote in person at the Annual Meeting. If you request a paper copy of the proxy materials as indicated in the notice, Carnival Corporation ~~has agreed~~will provide a proxy card for you to ~~bear all expenses relating~~use.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held under street name, and the Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable, is being forwarded to ~~such demand~~you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and ~~piggyback registrations, except~~are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the meeting. If you request a paper copy of the proxy materials as indicated in the notice, your broker or nominee will provide a voting instruction card for ~~fees~~you to use.

Q:	*How can I vote my Carnival Corporation shares in person at the meeting?*

A:	Shares held directly in your name as the shareholder of record may be voted in person at the Annual Meeting in New York, New York, United States of America. If you choose to do so, please bring your proxy card and proof of identification.

Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting. Shares held under street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares. Please refer to the voting instructions provided by your broker or nominee.

Q:	*How can I vote my Carnival Corporation shares without attending the Annual Meeting?*

Whether you hold shares directly as the shareholder of record or beneficially under street name, you may direct your vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares held under street name, by submitting voting instructions to your broker or nominee. For shareholders of record, you may do this by voting on the Internet or by telephone by following the instructions in the notice you received in the mail. If you received a full printed set of proxy materials in the mail, you can also vote by signing your proxy card and mailing it in the enclosed envelope. If you provided specific voting instructions, your shares will be voted as you instruct. If you submit a proxy but do not provide instructions, your shares will be voted as described below in “How are votes counted?” Where your shares are held under street name, in most instances you will be able to do this over the Internet or by telephone by following the instructions in the notice you received in the mail, or if you received a full printed set of proxy materials in the mail, by mail. Please refer to the voting instruction card included by your broker or nominee.

Q:	*Can I change my vote?*

A:	Yes. You may change your proxy instruction at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a

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QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival Corporation

later date (which automatically revokes the earlier proxy) or by attending the Annual Meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares owned beneficially by you, you may accomplish this by submitting new voting instructions to your broker or nominee.

Q:	*What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or set of printed proxy materials, as applicable?*

A:	It means your shares are registered differently or are in more than one account. Please follow the instructions in each notice to ensure all of your shares are voted.

Q:	Only one Notice of Internet Availability of Proxy Materials or set of printed proxy materials was delivered to my address, but there are two or more shareholders at this address. How do I request additional copies of the proxy materials?

Broadridge Financial Solutions, Inc., the entity we have retained to mail the Notice of Internet Availability of Proxy Materials or printed proxy materials to Carnival Corporation’s registered owners and the entity retained by the brokerage community to mail the Notice of Internet Availability of Proxy Materials or printed proxy materials to Carnival Corporation’s beneficial owners, has been instructed to deliver only one notice or set of printed proxy materials to multiple security holders sharing an address unless we have received contrary instructions from you or one of the other shareholders. We will promptly deliver a separate copy of the notice or set of printed proxy materials for this year’s Annual Meeting or for any future meetings to any shareholder upon written or oral request. To make such request, please contact Broadridge Financial Solutionsat 1-866-540-7095, or write to Broadridge Financial Solutions, Attention: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Similarly, you may contact us through any of these methods if you receive multiple notices or sets of printed proxy materials and would prefer to receive a single copy in the future.

Q:	*Who can attend the Carnival Corporation Annual Meeting?*

A:	All Carnival Corporation shareholders of record as of February 13, 2018, or their duly appointed proxies, may attend and vote at the Annual Meeting. Each attendee may be asked to present valid government-issued picture identification, such as a driver’s license or passport.

If you hold your shares through a stockbroker or other nominee, you will need to provide proof of ownership by bringing either a copy of the voting instruction card provided by your broker or a copy of a brokerage statement showing your share ownership as of February 13, 2018, together with proof of identification. Cameras, recording devices and ~~disbursements~~other electronic devices will not be permitted at the meeting.

We are also offering an audio replay of ~~counsel for~~ the ~~Family Trusts, selling costs, underwriting discounts~~business portion of the Annual Meetings, which will be available shortly after the meetings. If you choose to listen to the replay, go to the Financial Information tab of “Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com. Then, click on Webcasts/Presentations and ~~applicable filing fees.~~follow the instructions provided.

~~The boards have reviewed and approved or ratified these transactions.~~

Q:	*What class of shares are entitled to be voted at the Carnival Corporation Annual Meeting?*

Carnival Corporation has only one class of common stock outstanding. Each share of Carnival Corporation common stock outstanding as of the close of business on February 13, 2018, the record date, is entitled to one vote at the Annual Meeting. As of February 13, 2018, the record date, Carnival Corporation had 534,352,947 shares of common stock issued and outstanding. The


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QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival plc

trust shares of beneficial interest in the P&O Princess Special Voting Trust that are paired with your shares of common stock do not give you separate voting rights.

Q:	*How are votes counted?*

You may vote “FOR,” “AGAINST” or “ABSTAIN” for each of the proposals. If you “ABSTAIN,” it has no effect on the outcome of the votes, although abstentions will be counted for the purposes of determining if a quorum is present for joint electorate actions. If you submit a proxy or broker voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Boards of Directors.

Q:	*What happens if additional proposals are presented at the Annual Meeting?*

Other than the proposals described in this Proxy Statement, Carnival Corporation does not expect any matters to be presented for a vote at the 2018 Annual Meeting. If you grant a proxy, the persons named as proxy holders, Micky Arison, Carnival Corporation’s Chairman of the Board, and Arnaldo Perez, Carnival Corporation’s General Counsel and Secretary, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees is unable to accept nomination or election (which is not anticipated), the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Boards of Directors.

Q:	*Who will count the vote?*

A:	Broadridge Financial Solutions will tabulate the votes and act as the inspector of elections.

~~Annex A~~QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC

~~CARNIVAL PLC DIRECTORS’ REPORT~~

Q:	*Who is entitled to attend and vote at the Carnival plc Annual General Meeting?*

If you are a Carnival plc shareholder registered in the register of members of Carnival plc at 6:30 p.m. (BST) on April 9, 2018, you will be entitled to attend in person and vote at the Annual General Meeting to be held in the U.S. in respect of the number of Carnival plc ordinary shares registered in your name at that time. You may also appoint a proxy to attend, speak and vote instead of you. If you are a corporation you may appoint a corporate representative to represent you and vote your shareholding in Carnival plc at the Annual General Meeting to be held in the UK. For further details regarding appointing a proxy or corporate representative, please see below.

We are also offering an audio replay of the business portions of the Annual Meetings, which will be available shortly after the meetings. If you wish to listen to the replay, go to the Financial Information tab of “Investor Relations” section of our website at www.carnivalcorp.com or www.carnivalplc.com. Then, click on Webcasts/Presentations and follow the instructions provided.

Q:	*Will I be asked to vote at the Carnival Corporation Annual Meeting?*

No. Your vote at the Carnival plc Annual General Meeting, for the purposes of determining the outcome of combined voting, will automatically be reflected as appropriate at the parallel Carnival Corporation Annual Meeting through the mechanism of a special voting share issued by Carnival Corporation.

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QUESTIONS AND ANSWERS

Questions Specific to Shareholders of Carnival plc

Q:	*How do I vote my Carnival plc shares without attending the Annual General Meeting?*

You may vote your Carnival plc shares at the Annual General Meeting by completing and signing the enclosed form of proxy in accordance with the instructions set out on the form and returning it as soon as possible, but in any event so as to be received by Carnival plc’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA, by not later than 1:30 p.m. (BST) on April 9, 2018. Alternatively, a proxy vote may be submitted via the internet in accordance with the instructions set out in the proxy form. It is also possible to appoint a proxy via the CREST system (please see the Carnival plc Notice of Annual General Meeting for further details). Voting by proxy does not preclude you from attending the Annual General Meeting and voting in person should you wish to do so.

If you are a corporation, you can vote your Carnival plc shares at the Annual General Meeting by appointing one or more corporate representatives. You are strongly encouraged to pre-register your corporate representative to make registration on the day of the Annual General Meeting more efficient. In order to pre-register you would need to email your Letter of Representation to Carnival plc’s registrars, Equiniti Limited, at proxy.votes@equiniti.com.

Corporate representatives themselves are urged to arrive at least two hours before commencement of the Annual General Meeting to assist Carnival plc’s registrars with the appropriate registration formalities. Whether or not you intend to appoint a corporate representative, you are strongly encouraged to return the enclosed form of proxy to Carnival plc’s registrars.

Q:	*Can I change my vote given by proxy or by my corporate representative?*

Yes. You may change your proxy vote by either (1) completing, signing and dating a new form of proxy in accordance with its instructions and returning it to Carnival plc’s registrars by no later than 1:30 p.m. (BST) on April 9, 2018, or (2) attending and voting in person at the Annual General Meeting. If you do not attend and vote in person at the Annual General Meeting and wish to revoke the appointment of your proxy or corporate representative, you must do so by delivering a notice of such revocation to Carnival plc’s registrars at least three hours before the start of the Annual General Meeting.

Q:	*What class of shares are entitled to be voted at the Carnival plc Annual General Meeting?*

Carnival plc has only one class of ordinary shares in issue. Each Carnival plc ordinary share in issue as of the close of business on April 9, 2018, is entitled to one vote at the Annual General Meeting. As of February 13, 2018, Carnival plc had 208,445,279 ordinary shares in issue. However, the 26,016,594 Carnival plc ordinary shares directly or indirectly held by Carnival Corporation have no voting rights (in accordance with the Articles of Association of Carnival plc). As a result, as of February 13, 2018, the total voting rights in Carnival plc were 182,428,685 ordinary shares.

Q:	*How are votes counted?*

A:	You may vote “FOR,” “AGAINST” or “ABSTAIN” your vote for each of the resolutions. If you “ABSTAIN,” it has no effect on the outcome of the votes, although abstentions will be counted for the purposes of determining if a quorum is present for joint electorate actions.


86				Carnival Corporation & plc 2018 Proxy Statement

ANNEX A

CARNIVAL PLC DIRECTORS’ REPORT

Directors’ Report

Carnival plc and Carnival Corporation are separate legal entities (together referred to ~~in this report~~ as “Carnival Corporation & plc”) and each company has its own ~~board~~Board of ~~directors~~Directors and ~~committees~~Committees of the ~~board.~~Board. However, as is required by the agreements governing the dual listed company (“DLC”) arrangement, there is a single senior management team and the ~~boards~~Boards of ~~directors~~Directors and members of the ~~committees~~Committees of the ~~boards~~Boards are identical. ~~The~~This Directors’ Report has been prepared and presented in accordance with and in reliance upon UK company law and, accordingly, the liabilities of the ~~directors~~Directors in connection with ~~the~~this Directors’ Report shall be subject to the limitations and restrictions provided by such law.

In accordance with the UK Financial Conduct Authority’s Listing Rules, the information to be included in the Annual Report and Accounts, where applicable, under Listing Rule 9.8.4, is set out in this ~~Directors~~Directors’ Report, with the exception of the details regarding interest capitalized, which isare set out in the Carnival plc consolidated IFRS financial statements, and the details of long-term incentive schemes, which isare set out in the Carnival plc Directors’ Remuneration Report.

Future developments of the business and business model of Carnival Corporation & plc can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial ~~statements.~~statements under the following sections, respectively: 1.A.II Visions, Goals and Related Strategies and 1.C. Our Global Cruise Business. The financial risk management objectives and policies and exposure to foreign currency risk, fair value risk, cash flow interest rate risk and liquidity risk can be found in Note 23.

Post balance sheet ~~event disclosure~~

~~In December 2014,~~events can be found in Notes 14 and 17 of the Carnival plc ~~entered into a bareboat charter/sale agreement under which the 1,492-passenger capacity~~~~Costa Celebration~~ ~~(formerly~~~~Grand Celebration~~~~) was chartered to an unrelated entity in December 2014 through December 2024. Under this agreement, ownership of~~~~Costa Celebration~~~~will be transferred to the buyer in December 2024.~~consolidated IFRS financial statements.

Dividends

During the year ended November 30, ~~2014,~~2017, Carnival plc paid four regular quarterly dividends totaling ~~$1.00~~$1.55 per ordinary share ~~(2013—~~(2016—$~~1.50)~~1.30). In January ~~2015,~~2018, the ~~boards~~Boards of ~~directors~~Directors declared a quarterly dividend of ~~$0.25~~$0.45 per share. For this quarterly dividend, the ~~boards~~Boards of ~~directors~~Directors approved a record date of February ~~20, 2015,~~23, 2018, and a payment date of March ~~13, 2015.~~18, 2018.

Although dividends are declared in U.S. dollars, they are paid in sterling to the holders of ordinary shares in Carnival plc unless they elect to receive their dividends in U.S. dollars. Dividends payable in sterling are converted from U.S. dollars into sterling at the U.S. dollar to sterling exchange rate quoted by the Bank of England in London at 12:00 p.m. on the next combined U.S. and UK business day that follows the quarter end.

Holders of the Carnival plc’s American Depositary Shares are paid their dividend in U.S. dollars.

Since January 2004, Ocorian Trustees (Jersey) Limited (formerly known as Bedell Trustees ~~Limited,~~Limited), as trustee of the P&O Princess Cruises Employee Benefit Trust, holds shares to satisfy ~~awards granted~~grants made under the Carnival plc 2005 Employee Share Plan and Carnival plc 2014 Employee Share Plan. The trustee has waived its right to all dividends payable by Carnival plc. Dividends paid during fiscal ~~2014~~2017 over which rights were waived amounted to ~~$119,628.~~$427,521.

Carnival plc Directors’ Report

A-1

ANNEX A

Share ~~capital~~Capital and ~~control~~Control

Changes in the share capital of Carnival plc during fiscal ~~2014~~2017 are given in ~~note~~Note 16 to the Carnival plc consolidated IFRS financial statements.

The share capital of Carnival plc at ~~the date of this report~~January 18, 2018 includes two allotted and issued subscriber shares of £1 each, 50,000 allotted but unissued redeemable preference shares of £1 each, one allotted and issued special voting share of £1 and ~~216,116,473~~209,345,279 allotted and issued ordinary shares of $1.66 each. The subscriber shares carry no voting rights and no right to receive any dividend or any amount paid on a return of capital. The redeemable preference shares carry no voting rights, but are entitled to payment of a cumulative preferential fixed dividend of 8eight percent per annum on the amount paid up on each such share ~~which~~that is in issue. On a return of capital on a winding up or otherwise, the redeemable preference shares rank behind the ordinary shares but ahead of any other class of shares, and are entitled to receive payment of the amount paid up or credited as paid up on each such share. Redeemable preference shares which are fully paid may be redeemed at any time at the election of the holder or of the company, in which case the amount payable on redemption is the amount credited as paid up on each share which is redeemed, together with all arrears and accruals of the preferential dividend.

Details of ~~options over ordinary shares and~~ restricted stock units granted to employees are given in ~~note 20~~Note 19 to the Carnival plc consolidated IFRS financial statements.

The Articles of Association of Carnival plc contain provisions which, in certain circumstances, would have the effect of preventing a shareholder (or a group of shareholders acting in concert) from holding or exercising the voting rights attributable to shares in Carnival plc which are acquired by them. These provisions would have effect if a shareholder (or a group of shareholders acting in concert) were to acquire ordinary shares in Carnival plc with the result that the total voting rights exercisable by that shareholder or group of shareholders on matters put to a vote as joint electorate actions under the DLC arrangement would exceed 30 percent of the total voting rights exercisable in respect of any joint electorate action. They would also have effect if a shareholder (or group of shareholders acting in concert) already holding between 30 percent and 50 percent of the total voting rights exercisable in respect of any joint electorate action were to acquire shares in Carnival plc and thereby increase the percentage of voting rights so held. In each such case, the percentage of voting rights held is determined after taking into account voting rights attributable to shares of Carnival Corporation common stock held by such shareholder (or group of shareholders) and also taking into account the effect of the equalization ratio which gives effect to common voting by the shareholders of Carnival plc and Carnival Corporation on joint electorate actions under the DLC arrangement.

Under the relevant provisions of the Articles of Association of Carnival plc (articles 277 to 287) shares which are acquired by a person and which trigger the thresholds referred to in the foregoing paragraph may be sold at the direction of the ~~board,~~Board, and the proceeds remitted to the acquiring shareholder, net of any costs incurred by Carnival plc. Pending such sale any dividends paid in respect of such shares would be paid to a charitable trust, and the trustee of such trust would be entitled to exercise the voting rights attaching to the shares.

The restrictions summarized in the preceding paragraphs would not apply in the case of an acquisition of shares that is made in conjunction with a takeover offer for Carnival plc, which is announced in accordance with the City Code on Takeovers and Mergers, for so long as that offer has not lapsed or been withdrawn. However, if such a takeover offer is not made, or lapses or is withdrawn, the restrictions will apply in respect of any acquired shares.

The foregoing is a summary only of the relevant provisions of the Articles of Association of Carnival plc, and for a complete understanding of their effect, shareholders are recommended to refer to the


A-2				Carnival plc Directors’ Report

ANNEX A

Articles of Association themselves. A copy of the Articles of Association of Carnival plc is available at Carnival plc’s ~~Web site~~website at www.carnivalplc.com or upon request from the Company Secretary, 3655 N.W. 87^th Avenue, Miami, Florida 33178, United States of America.

There is one significant agreement to which Carnival plc is a party, which may be altered or terminated in the event of a change of control. This is the Amendment and Restatement Agreement dated June 16, 2014 in respect of the Facilities Agreement dated May 18, 2011, by and among Carnival Corporation, Carnival plc, Bank of America Merrill Lynch International Limited, and various other lenders, which provides for ~~$1.7~~$1.9 billion,

€500 million and ~~£150~~£169 million revolving credit facilities and which may, under certain circumstances, be cancelled upon a change of control of Carnival plc, other than a change which results in control of Carnival plc being vested in Carnival Corporation or in certain members of the Arison family or trusts related to them.

Articles of Association

The Articles of Association of Carnival plc may be amended by the passing of a special resolution of the shareholders. In common with many other corporate actions that might be undertaken by Carnival plc, such a resolution would be proposed as a joint electorate action on which the shareholders of Carnival plc and of Carnival Corporation effectively vote as a single unified body, as contemplated by the DLC arrangement.

Purchase of ~~own shares~~Own Shares

The ~~boards~~Boards of ~~directors~~Directors have authorized the repurchase of up to an aggregate of $1$1.0 billion of Carnival Corporation common stock and Carnival plc ordinary shares subject to certain restrictions (the “Repurchase Program”). At ~~February 20, 2015,~~January 18, 2018, the availability under the Repurchase Program was ~~$975~~$471 million. The Repurchase Program does not have an expiration date and may be discontinued by the ~~boards~~Boards of ~~directors~~Directors at any time.

In addition to the Repurchase Program, the ~~boards~~Boards of ~~directors~~Directors have authorized the repurchase of up to ~~19.2~~22 million Carnival plc ordinary shares and up to ~~32.8~~26.9 million shares of Carnival Corporation common stock under the Stock Swap programs described in ~~our~~the Carnival Corporation & plc 2017 joint Annual Report on Form10-K.

Shareholder approval is not required to buy back shares of Carnival Corporation, but is required under the Companies Act ~~2006~~ to buy back shares of Carnival plc. At the ~~annual general meetings~~Annual General Meetings held on April ~~17, 2014,~~5, 2017, the authority for Carnival plc to buy back its own shares was approved. This authority enabled Carnival plc to buy back up to ~~21,569,788~~21,603,849 ordinary shares of Carnival plc (being approximately 10 percent of Carnival plc’s ordinary shares in issue). Under ~~the Repurchase Program, no~~that authority, 4,574,686 Carnival plc ordinary shares have been purchased through ~~February 20, 2015.~~ January 18, 2018. That approval expires on the earlier of:

the conclusion of Carnival plc’s 2018 Annual General Meeting; or

October 10, 2018.

Carnival Corporation & plc treats any such repurchases made by Carnival Corporation or Carnival Investments Limited under the Repurchase Program and the Stock Swap Programs as if they were made by Carnival plc under the Carnival plc buy back authority. ~~That approval expires on the earlier of (i) the conclusion of Carnival plc’s 2015 annual general meeting or (ii) October 16, 2015.~~

Directors

~~Howard S. Frank was not nominated to stand for re-election as a director at the April 2014 annual general meeting. As a result, his term ended on April 17, 2014.~~

The names of ~~the other~~all persons who served as ~~directors~~Directors of Carnival Corporation and Carnival plc during fiscal ~~2014~~2017 and biographical notes about each of the ~~directors~~Directors are contained in the ~~proxy statement to which this report is annexed.~~ Proxy Statement.

Carnival plc Directors’ Report

A-3

ANNEX A

Details of the ~~directors’~~Directors’ membership on ~~board committees~~Board Committees are set out in the Carnival plc Corporate Governance Report attached as Annex C to the ~~proxy statement.~~Proxy Statement.

As of the date of this ~~report, 22%~~Directors’ Report, 27% of the members of the ~~boards~~Boards are women (being ~~two~~three of ~~nine~~eleven members). The boards have expressed their intent to fill future board vacancies with female candidates, where skill set and relevant experience for the particular vacancy can be met to achieve a target of 25% female by the end of 2015. This is consistent with the aspirational target for FTSE 100 boards recommended in the Davies Review published in the UK in February 2011, entitled “Women on Boards.”

Upon becoming a member of the ~~board~~Board of ~~directors~~Directors of Carnival plc, each new ~~director~~Director participates in an induction process, which includes a meeting with all of the current ~~directors,~~Directors, provision of an induction pack, site visits and meetings with senior and operational management teams. The ~~directors~~Directors update their skills, knowledge and familiarity with Carnival plc by attending appropriate external seminars and training courses, meeting with senior management and visiting regional and divisional operating offices.

The appointment and replacement of ~~directors~~Directors of Carnival plc is governed by the provisions of the Articles of Association of Carnival plc and also by the provisions of the Equalization and Governance Agreement entered into on April 17, 2003 on the establishment of the DLC arrangement. The Articles of Association and the Equalization and Governance Agreement require that the ~~boards~~Boards of ~~directors~~Directors of Carnival plc and Carnival Corporation be comprised of exactly the same individuals.

The business of Carnival plc is managed by the ~~board~~Board of ~~directors,~~Directors, which may exercise all the powers of Carnival plc, including, without limitation, the power to dispose of all or any part of the company’s assets, to borrow money, to mortgage or pledge any of its assets and to issue debentures and other securities.

Details of the ~~directors’~~Directors’ remuneration and their interests in the shares of Carnival Corporation and Carnival plc are set out in Part II of the Carnival plc Directors’ Remuneration Report attached as Annex B to the ~~proxy statement.~~Proxy Statement.

Substantial ~~shareholdings~~Shareholdings

As of November 30, ~~2014,~~2017, Carnival plc has been notified of material interests of 3three percent or more in Carnival plc’s total voting rights as follows:

   Number of shares Percentage of
voting rights
AXA, S.A.
   10,627,433 ⁽¹⁾ 5.8 %
Barclays plc
   6,454,915 ⁽²⁾ 3.5 %
Black Rock Inc.
   10,985,862 ⁽³⁾ 6.0 %
Legal & General Group plc
   7,077,019 ⁽⁴⁾ 3.8 %
Lloyds TSB
   6,322,667    3.4 %
Schroders plc
   9,758,601 ⁽⁵⁾ 5.3 %
The Capital Group Companies Inc.
   9,068,579 ⁽⁶⁾ 4.9 %
Thornburg Investment Management, Inc.
   8,893,465 ⁽⁷⁾ 4.8 %
Shareholder
Number of shares Percentage of
  voting rights

Barclays plc

6,454,915

⁽¹⁾

3.5

%

Black Rock Inc.

17,008,820

⁽²⁾

9.3

%

Causeway Capital Management LLC

11,154,323

6.0

%

(1)
~~AXA, S.A. and its group of companies have an interest in these shares.~~
~~(2)~~
Affiliates of Barclays plc have an interest in these shares.
~~(3)~~(2)
Affiliates of Black Rock Inc. have an interest in these shares.
~~(4)~~
~~Legal & General Group plc and its subsidiaries have an interest in these shares.~~
~~(5)~~
~~Schroders plc and its affiliates have an interest in these shares.~~
~~(6)~~
~~Affiliates of The Capital Group Companies Inc. have an interest in these shares.~~
~~(7)~~
~~Thornburg Investment Management holds these shares as discretionary investment manager.~~
Carnival plc has not been notified of ~~the following~~any changes between December 1, ~~2014~~2017 and January ~~20, 2015:~~18, 2018.
~~Number of shares~~ ~~Percentage of~~
~~voting rights~~
~~BlackRock, Inc.~~
~~15,651,916~~ ⁽¹⁾ ~~8.5~~ %
~~The Capital Group Companies Inc.~~
~~7,084,542~~ ⁽²⁾ ~~3.8~~ %
~~(1)~~
~~Affiliates of Black Rock Inc. have an interest in these shares.~~
~~(2)~~
~~Affiliates of The Capital Group Companies Inc. have an interest in these shares.~~
Carnival Corporation and Carnival Investments Limited are the holders of an aggregate of ~~31,964,084~~26,016,594 Carnival plc ordinary shares as ~~at the date~~ of ~~this report.~~January 18, 2018. These shares carry no voting rights or rights on liquidation unless Carnival Corporation owns over 90 percent of all the Carnival plc ordinary shares. Accordingly, the details of voting rights given in the preceding table take account of the absence of voting rights carried by these shares.
Except for the above, no person has disclosed relevant information to Carnival plc pursuant to rule 5 of the Disclosure Guidance and Transparency Rules.
A-4     Carnival plc Directors’ Report

ANNEX A

Corporate ~~governance~~Governance and ~~directors’ remuneration~~Directors’ Remuneration

A report on corporate governance and compliance with the UK Corporate Governance Code is contained in the Carnival plc Corporate Governance Report attached as Annex C to the ~~proxy statement.~~Proxy Statement. Part I of the Carnival plc Directors’ Remuneration Report is included in the ~~proxy statement~~Proxy Statement and Part II of the Carnival plc Directors’ Remuneration Report is attached as Annex B to the ~~proxy statement.~~Proxy Statement.

Corporate and ~~social responsibility~~Social Responsibility

Health, environmental, safety, security

The ~~boards~~Boards of ~~directors~~Directors of Carnival Corporation & plc established ~~board-level~~Board-level Health, Environmental, Safety & Security (“HESS”) Committees comprised of ~~three~~four independent ~~directors.~~Directors. The principal function of the HESS Committees is to to:

assist the ~~boards~~Boards in fulfilling their responsibility to supervise and monitor Carnival Corporation & plc’s health, environmental, safety, security and sustainability-related policies, programs, initiatives at sea and ~~ashore,~~ashore; and ~~compliance~~

comply with related legal and regulatory ~~requirements.~~ requirements relating to health, environmental, safety, security and sustainability.

The HESS Committees and our management team review all significant risks or exposures and associated mitigating actions. Each of the Chief Executive Officers of our brands attends the meetings of the HESS Committees.

Carnival Corporation & plc recognizes ~~its~~their responsibility to provide industry leadership and to conduct our business as a responsible global citizen. Our corporate leadership is manifested in our Code of Business Conduct and Ethics, which requires that every employee and member of the ~~boards~~Boards use sound judgment, maintain high ethical standards and demonstrate honesty in all business dealings. As a responsible global citizen, ~~we are~~Carnival Corporation & plc is committed to achieving and maintaining the highest standards of professional and ethical conduct.

In addition, Carnival Corporation & plc’s HESS ~~policy~~Policy describes our commitments to:

~~Protecting~~protecting the health, safety and security of our passengers, guests, employees and all others working on our behalf, ~~of Carnival Corporation & plc,~~ thereby promoting an organization that isstrives to be free of injuries, illness and loss;

~~Protecting~~protecting the environment, including the marine environment in which our vessels sail and the communities in which we operate, ~~minimizing~~striving to prevent adverse environmental consequences and using resources efficiently and sustainably;

~~Fully~~ complying with or exceeding all legal and statutory requirements related to health, environment, safety, security and sustainability throughout our business activities; and

~~Assigning~~assigning health, environment, safety, security and sustainability matters the same priority as other critical business matters.

The HESS Policy is published on the Carnival Corporation & plc ~~Web site~~website at www.carnivalcorp.com or www.carnivalplc.com.

The ~~boards~~Boards recognize that Carnival Corporation & plc needs to ensure that there is a consistent standard of operation throughout ~~its~~their fleet in keeping with ~~its~~their leading position in the cruise industry. In this regard, the Carnival Corporation & plc Maritime Policy & Analysis Department is headed by a Chief Maritime Officer, with a full-time professional and administrative staff, and is responsible for providing a common, integrated approach to management of HESS matters and for reporting to the HESS Committees on such matters. The Chief Maritime Officer reports to the Chief ~~Operations~~Executive Officer and to the ~~Chairman~~Chair of the HESS Committees.

Carnival plc Directors’ Report

A-5

ANNEX A

The principal activities of the Maritime Policy & Analysis Department include establishing HESS Policy, standards and procedures, and measuring and reporting on HESS-related performance.

The Carnival Corporation & ~~plc~~plc’s internal audit department called Risk Advisory & Assurance Services (“RAAS”) ~~Department~~ is headed by the Chief Audit ~~Executive,~~Officer, who reports directly to the ~~Chief Operations Officer and to the Chairman~~Chairs of the Audit and HESS Committees. The Chief Audit Officer also has a “dotted” reporting line to the General Counsel. RAAS ~~Department~~ conducts annual HESS audits of each brand’s head office and of each ship in our fleet. These audits are in addition to the audits performed by external third-party certification and regulatory auditors.

Each RAAS ~~Department~~ HESS audit is organized and planned to:

~~Verify~~verify compliance with applicable rules, corporate standards, brand policies and procedures, regulations, codes and guidance directly involved in the safe conduct of ship operations; ~~and~~

~~Verify~~verify the effectiveness and efficiency of the shipboard and shore-side HESS management ~~systems.~~systems; and

identify opportunities for continuous improvement.

Carnival Corporation & plc has long been committed to operating responsibly. We believe that sustainability is about preserving our environment, respecting our employees and the communities where we do business and returning value to our shareholders. We voluntarily publish ~~sustainability reports at both the corporate and brand levels~~Sustainability Reports that address governance, ~~commitments,~~ stakeholder engagement, environmental, labor, human rights, society, product responsibility, economic and other sustainability-related issues and performance indicators. These reports, which can be viewed at www.carnivalcorp.com and www.carnivalplc.com, are developed in accordance with the Sustainability Reporting Guidelines established by the Global Reporting Initiative, the global standard for reporting on environmental, social and governance policies, practices and performance. ~~This reporting augments~~

As part of our sustainability strategy, we have voluntarily reported our carbon footprint via the ~~annual environmental~~CDP (formerly, the Carbon Disclosure Project) each year since 2006. The CDP rates companies on the depth and scope of their disclosures and the quality of their reporting. We have developed a greenhouse gas inventory management ~~reporting initiative that we began~~plan in ~~2005.~~

~~The~~2010 in accordance with the requirements of International Organization for Standardization (“ISO”),14064-1:2006 standard and The Greenhouse Gas Protocol. Our submission included details of our most recently compiled emissions data and reduction efforts, along with our completion of an independent, third-party verification of our greenhouse gas emissions inventory. We also disclose our water stewardship through the CDP water program.

All of our brands’ environmental management systems are certified in accordance with ISO 14001 standard. The ISO, an international standard-setting body, produces worldwide industrial and commercial standards. ISO 14001 standard, the environmental management standard that was developed to help organizations manage the environmental impacts of their processes, products and services, presents a structured approach to setting environmental objectives and targets. It provides a framework for any organization to apply these broad conceptual tools to their own processes.

We are committed to reducing our air emissions and improving air quality by evaluating new and established technology solutions. Liquefied natural gas is one of the solutions we are working to implement across our fleet both in port and at sea due to its reduced carbon profile and cleaner emissions.

We continue our partnership with The Nature Conservancy, one of the world’s leading conservation organizations, working across all sectors of industry and society to help advance its mission to protect the natural world and develop relationships that best align to produce clear conservation benefits with lasting, measurable outcomes. Our partnership is supporting their Mapping Ocean Wealth program,


A-6				Carnival plc Directors’ Report

ANNEX A

which creates maps that show the extent and distribution of benefits that habitats like coral reefs and mangroves provide, including fish production, flood mitigation, erosion control and recreation.

We have developed a set of 2020 sustainability goals reinforcing our commitment to the environment, our guests, our employees and the communities in which we operate. Our ten goals listed below are aimed at reducing our environmental ~~management systems of all~~footprint while enhancing the health, safety and security of our ~~cruise~~guests and crew members, and ensuring sustainable business practices across our brands and ~~ships are certified in accordance with ISO 14001. As part of their respective ISO 14001 Environmental Management Systems, each~~business partners:


Environmental Goals		• Reduce intensity of carbon dioxide equivalent (“CO₂e”) emissions from operations by 25% by 2020 relative to our 2005 baseline measured in grams of CO₂e perALB-km • Continue to improve the quality of our emissions into the air by developing, deploying and operating exhaust gas cleaning systems across our fleet capable of reducing sulfur compounds and particulate matter from our ships’ engine exhaust • Increase Cold Ironing coverage of our fleet-wide capacity in relation to future port capabilities • Increase Advanced Wastewater Purification Systems coverage of our fleet-capacity by 10 percentage points by 2020 relative to our 2014 baseline • Continue to improve water use efficiency of our shipboard operations by 5% by 2020 relative to our 2010 baseline, as measured by liters per person per day • Continue to reduce waste generated by our shipboard operations by 5% by 2020 relative to our 2010 baseline, as measured by kilograms ofnon-recycled waste per person per day
Health, Safety and Security Goal		• Striving to be free of injuries, continue to build on our commitment to protect the health, safety and security of guests, employees and all others working on our behalf
Labor and Social Goals		• Continue to build a diverse and inclusive workforce and provide all employees with a positive work environment and opportunities to build a rewarding career to further drive employee engagement • Further develop and implement vendor assurance procedures ensuring compliance with Carnival Corporation & plc’s Business Partner Code of Conduct and Ethics • Continue to work on initiatives and partnerships that support and sponsor a broad range of organizations for the benefit of the local and global communities throughout our brands

Our ship fuel consumption and emission rates and our ~~cruise brands establishes annual objectives, targets and plans to improve their environmental performance.~~

Carnival Corporation & plc also voluntarily set a target to reduce the intensity of carbon dioxide emissions from shipboard operations by 20 percent by 2015, from our 2005 baseline, as measured in grams of CO₂~~e per ALB km. In 2014, we achieved our 2015 target one year prior to our target date. We are currently developing new goals aimed at protecting the environment and further reducing our~~total ship fuel ~~consumption.~~

~~Additional information regarding~~ greenhouse gas emissions ~~can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements.~~are as follows:

  Measure

Units

2017

2016

  Total ship fuel greenhouse gas emissions (in millions)

Tonnes CO₂e

⁽¹⁾

10.4

10.2

  Ship fuel greenhouse gas emission rate

Grams CO₂e/ALB-KM

⁽²⁾

256

261

(1)
Greenhouse gas emission data collection and calculations were performed in accordance with our greenhouse gas inventory management plan, the Greenhouse Gas Protocol and ISO14064-3:2006 standard. Ship fuel emissions represent over 95% of the combined scope 1 emissions (direct emissions from sources that are owned or controlled by Carnival Corporation & plc) and scope 2 emissions (indirect emissions from the consumption of purchased electricity, heat or steam).
(2)
We measure and report the ship fuel greenhouse gas emission rate in terms of grams of CO₂e per available lower berth kilometer(“ALB-KM”). This indicator enables us to make meaningful greenhouse gas emission reduction comparisons that take into account changes in fleet size, itineraries and passenger capacity.
Carnival plc Directors’ Report
  A-7

ANNEX A

Further details of matters related to health, environmental, safety, security and sustainability reporting and community relations at Carnival Corporation & plc are available in the ~~Sustainability~~“Sustainability” section of the Carnival Corporation & plc ~~Web site~~website at www.carnivalcorp.com or www.carnivalplc.com.

Employees

Carnival Corporation & plc own and operate a portfolio of ~~cruise~~ brands in North America, Europe, Australia and Asia comprised of nine cruise lines, Carnival Cruise ~~Lines,~~Line, Holland America Line, Princess Cruises, Seabourn, AIDA Cruises, Costa Cruises, Cunard, P&O Cruises (Australia) and P&O Cruises (UK)., as well as Fathom, our immersion and enrichment experience brand. Our corporate office and individual brands employ a variety of methods, such as intranet sites, management briefings, newsletters and reward programs to encourage employee involvement and to keep employees informed of the performance, development and progress of Carnival Corporation & plc.

We believe that diversity and inclusion issues, such as the attraction, retention, development and promotion of women and people of color, are not only important topics in corporations and boardrooms world-wide, they are issues critically important to sustaining the success of our business. For years, we have partnered with organizations focused on improving the diversity and inclusiveness of work places and by extension, society in general. We strive to achieve greater performance through capturing the power of employee diversity across all elements such as race, ethnicity, gender and sexual orientation. Accordingly, our President and Chief Executive Officer has committed to Catalyst’s “Catalyst CEO Champions for Change” initiative to support the advancement of women’s leadership and diversity in the workplace and the Executive Leadership Council’s “CEO Action for Diversity and Inclusion” initiative to support and encourage diversity in the workplace.

Senior employees within Carnival Corporation & plc are eligible to participate in either the Carnival plc 2014 Employee Share Plan or the Carnival Corporation 2011 Stock Plan, further details of which are provided in Carnival plc’s Directors’ Remuneration Report attached as Annex B to the ~~proxy statement.~~Proxy Statement. These plans reinforce the philosophy of encouraging senior employees to contribute directly to the achievement of Carnival Corporation & plc’s goals and of rewarding individual and collective success.

It is the policy of Carnival Corporation & plc that disabled persons should receive full and fair consideration for all job vacancies for which they are suitable applicants. Training and career development is encouraged for all employees. It is the policy of Carnival Corporation & plc to seek to retain employees who become disabled while in ~~its~~their service whenever possible and to provide specialist training, where appropriate.

Information regarding gender mix can be found in the Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements.

Political ~~contributions~~Contributions

Carnival plc did not make any political contributions to any ~~European Union (“EU”)~~ political organization during the year ended November 30, ~~2014 (2013—~~2017 (2016—nil). Carnival plc’s subsidiaries made political contributions to organizations outside the EUEuropean Union of ~~$0.2 million (2013—$0.3 million)~~$0.1million (2016—nil).

Directors’ ~~statement~~Statement as to ~~disclosure~~Disclosure of ~~information~~Information to ~~auditors~~Auditors

Each ~~director~~Director is satisfied that, as far as he or she is aware, the auditors are aware of all information relevant to the audit of Carnival plc’s consolidated IFRS financial statements for the year ended November 30, ~~2014~~2017 and that he or she has taken all steps that ought to have been taken by him or her as a ~~director~~Director in order to make the auditors aware of any relevant audit information and to establish that Carnival plc’s auditors are aware of that information.


A-8				Carnival plc Directors’ Report

ANNEX A

Corporate ~~governance statement~~Governance Statement

The corporate governance statement, prepared in accordance with rule 7.2 of the UK Listing Authority’s Disclosure Guidance and Transparency Rules sourcebook, can be found in the Carnival plc Corporate Governance Report attached as Annex C to the ~~proxy statement.~~Proxy Statement. The Carnival plc Corporate Governance Report forms part of this Carnival plc Directors’ Report and is incorporated into it by this reference.

Letters to ~~shareholders~~Shareholders

The Chief Executive Officer’s Letter to Shareholders, which can be found in the Carnival plc Strategic Report, forms part of this Carnival plc Directors’ Report and is incorporated into it by this reference.

Independent ~~auditors~~Auditors

The independent auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution that they bere-appointed will be proposed at the ~~2015 annual general meeting.~~2018 Annual General Meeting.

~~By order of the board~~

~~Arnaldo Perez~~

~~Company Secretary~~

~~February 20, 2015~~

Statement of ~~directors’ responsibilities~~Directors’ Responsibilities

The ~~directors~~Directors are responsible for preparing the Annual Report, the Carnival plc Directors’ Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the ~~directors~~Directors to prepare financial statements for each financial year. Under that law, the ~~directors~~Directors have prepared the group and parent company financial statements in accordance with International Financial Reporting Standards as adopted by the EUEuropean Union (“IFRS”). Under company law, the ~~directors~~Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of Carnival plc and the Carnival plc group and of the Statements of Income of the Carnival plc group for that period.

In preparing the financial statements the ~~directors~~Directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the group and parent company financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The ~~directors~~Directors are responsible for keeping adequate accounting records that are sufficient to show and explain Carnival plc’s transactions and disclose with reasonable accuracy at any time the financial position of Carnival plc and the Carnival plc group and to enable them to ensure that the financial statements and the Carnival plc Directors’ Remuneration Report comply with the Companies Act ~~2006~~ and, as regards the Carnival plc consolidated IFRS financial statements, Article 4 of the IAS Regulation.

~~They~~The Directors are also responsible for safeguarding the assets of Carnival plc and the Carnival plc group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each of the ~~directors,~~Directors, whose names and functions are listed in the ~~proxy statement,~~Proxy Statement, confirms that, to the best of his or her knowledge:

the Carnival plc group financial statements, which have been prepared in accordance with IFRSs give a true and fair view of the assets, liabilities, financial position and net income of the Carnival plc group; and

Carnival plc Directors’ Report

A-9

ANNEX A

the Carnival plc Directors’ Report ~~contained in~~attached as Annex A to the ~~proxy statement~~Proxy Statement and the Carnival plc Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements includes a fair view of the development and performance of the Carnival plc group, together with a description of the principal risks and uncertainties that it ~~faces; and~~faces.

The ~~directors~~Directors consider that the Annual ~~Reports~~Report and Accounts taken as a whole, are fair, balanced and understandable and provide the information necessary for the shareholders of Carnival plc to assess Carnival plc’s position and performance, business model and strategy.

~~By order~~This Directors’ Report was approved by the Board of ~~the board~~Directors and is signed on its behalf by

Arnaldo Perez

Company Secretary

~~February 20, 2015~~January 29, 2018

Carnival plc

Incorporated and registered in England and Wales under number 4039524


A-10				Carnival plc Directors’ Report

~~Annex~~ANNEX B

~~CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT~~

CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT -
PART II

Certain information required to be included in the Carnival plc Directors’ Remuneration Report is set forth in Part I (which is also known as the Compensation Discussion and Analysis) and in the ~~Executive Compensation section~~“Director Compensation” and “Compensation Tables” sections of the Notice of Annual Meetings and Proxy Statement to which this ~~report~~Report is annexed (the ~~“Proxy”~~“Proxy Statement”). The Compensation Discussion and Analysis and the relevant parts of the Proxy Statement should be read in conjunction with this Part II.

As explained in Part I, Parts I and II of ~~this report~~the Carnival plc Directors’ Remuneration Report form part of the Carnival plc Annual Report ~~of Carnival plc~~ for the year ended November 30, ~~2014.~~2017. Carnival plc and Carnival Corporation are separate legal entities (together referred to ~~in this report~~ as “Carnival Corporation & plc”) and each company has its own ~~board~~Board of ~~directors~~Directors and Compensation Committee. However, as required by the agreements governing the dual listed company (“DLC”) arrangement, there is a single management team and the ~~boards~~Boards of ~~directors~~Directors and members of the ~~committees~~Committees of the ~~boards~~Boards are identical. Accordingly, consistent with prior years, we have included remuneration paid by Carnival Corporation and Carnival plc in the Carnival plc Directors’ Remuneration Report. The ~~directors~~Directors are primarily paid by Carnival Corporation as part of the DLC arrangement.

Both Parts I and II of ~~this report~~the Carnival plc Directors’ Remuneration Report are in compliance with Schedule 8 of the Large andMedium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended (the “LMCG Regulations”) and the ~~2012~~ UK Corporate Governance Code published by the UK Financial Reporting Council in April 2016 (the “Corporate Governance Code”), the UK Companies Act 2006 and the Listing Rules of the UK Listing Authority.

1.	Statement by Randall J. Weisenburger, ~~Chairman~~Chair of the Compensation Committees

The major decisions on ~~directors’~~Directors’ remuneration and the changes on ~~directors’~~Directors’ remuneration during the year (and the context for these decisions and changes) are summarized in the ~~Executive Summary~~“Executive Summary” section in Part I of ~~this report.~~the Carnival plc Directors’ Remuneration Report.

2.	Implementation Section ~~(not audited)~~

~~2.1 Implementation of Approved Policy~~

2.1

Implementation of Approved Policy

The Directors’ Remuneration Policy (the “2017 Policy”) was approved by the Carnival Corporation and Carnival plc shareholders at the ~~annual general meeting~~Annual General Meeting held onin April ~~17, 2014. This policy~~2017. The 2017 Policy will be operated by Carnival Corporation & plc until a new ~~policy~~Directors’ Remuneration Policy is submitted for shareholder approval, which is expected to be proposed no later than at the ~~2017 annual general meeting.~~2020 Annual General Meeting. The ~~Directors’ Remuneration~~2017 Policy is included within Annex B of the ~~2014~~2017 Notice of Annual ~~Meeting~~Meetings and Proxy Statement, which is available on our ~~Web site~~website at www.carnivalcorp.com or www.carnivalplc.com.

The Compensation Committees have regard to the ~~UK’s~~ Corporate Governance Code ~~as revised,~~ and are satisfied that the ~~Directors’ Remuneration~~2017 Policy supports the long-term success of Carnival Corporation & plc and ~~includes~~include due regard to corporate and social responsibility issues and to managing risk within the group.

Carnival plc Directors’ Remuneration Report – Part II

B-1

ANNEX B

During the year, the following actions were taken for 2017 or ~~envisaged~~anticipated for fiscal ~~2015~~2018 when implementing the ~~Directors’ Remuneration~~2017 Policy:

Executive Directors


Base salary		Annual salaries (not audited) Annual salary levels as at December 1, ~~2014~~2017 were: • Mr. Donald – ~~$1,000,000~~ $1,500,000 • Mr. Arison – $1,000,000 No increase was made to Mr. Donald’s or Mr. Arison’s salary for fiscal 2014. As reported last year, Mr. Arison received a base salary increase of 10.3% given his role as executive chairman, however, he no longer participates in annual cash bonus or long-term equity-based compensation programs.2018. Details of the companies considered as comparators for the market competitive reviews described above are set out in Part I.

Annual Bonus		Fiscal ~~2014~~2017 Annual Bonus (audited) The annual bonus program is referred to as the Management Incentive Plan. Details of the performance measures and targets for Mr. Donald’s annual bonus in respect of fiscal ~~2014~~2017 are included in Part I. As in previous years, the selected performance measure was Corporation Operating Income and application of this measure in accordance with the ~~policy described above~~2017 Policy focuses Mr. Donald on achieving appropriate performance results as reflected by income from the operations of Carnival Corporation & plc as well as other relevant measures. Mr. Arison does not participate in our performance-based annual ~~cash~~ bonus program. Annual ~~cash~~ bonus for ~~executive directors~~Executive Directors who served throughout fiscal ~~2014~~2017 were as follows: • Mr. ~~Arison – Nil~~ ~~• Mr.~~ Donald – ~~$3,911,400~~$4,377,000 representing a bonus outcome of ~~147.6%~~145.9% of target • Mr. Arison – Nil This outcome did not involve the exercise of any discretionary adjustments (up or down) to ~~the~~Mr. Donald’s individual annual ~~cash~~ bonus ~~amounts.~~amount. Additionally, Mr. Donald is eligible, depending on service, to participate in anall-employee profit sharing arrangement as further detailed in the section on pensions below. Fiscal ~~2015~~2018 Annual ~~Bonus—~~Bonus – Performance measures and targets (not audited) For fiscal ~~2015,~~2018, the key performance measure will again be Corporation Operating ~~Income, which was also the key performance measure for fiscal 2014.~~Income.


B-2				Carnival plc Directors’ Remuneration Report – Part II

ANNEX B

Full details of the process for setting the Corporation Operating Income Target for fiscal ~~2015~~2018 and of how achievement of Corporation Operating Income in relation to that target can produce bonus outcomes is set out in Part I. The definitions remain largely unchanged except, recognizing the increased volatility in fuel prices and currency exchange rates, the Compensation Committees decided to eliminate the impact of fuel price and currency in order to permit consistency of treatment across the leadership team and ensure that the annual bonus focuses on controllable profit.

The Corporation Operating Income Target for fiscal ~~2015~~2018 will be disclosed ~~in next year’s report,~~at the end of the performance period, as it is strategic and commercially sensitive ~~in relation~~ to ~~disclosing it~~disclose at this time.

For fiscal ~~2015,~~2018, Mr. Donald’s target bonus ~~remains~~remained unchanged at ~~$2,650,000~~$3,000,000 (with the maximum possible bonus being 200% of this level).
Mr. Arison does not participate in our performance-based annual ~~cash~~ bonus program.

As reported in Part I, the annual bonus program ~~now~~ includes clawback features that will require participants to reimburse us for all or a portion of payments received under the program in the case of a participant’s wrongdoing that results in a material restatement of our financial statements.
Long-Term Incentive Compensation
Long-Term Incentive Compensation in Fiscal ~~2014~~2017 (audited)

Descriptions of the share ~~awards~~grants made to Mr. Donald during fiscal ~~2014~~2017 and their vesting conditions are set out in Part I. ~~As reported last year,~~The share grants made to Mr. ~~Arison received a final TBS award of 63,242 shares~~Donald during fiscal ~~2014,~~2017 are disclosed in ~~respect of his performance~~“Share Plan Grants Made to Directors in ~~2013.~~Fiscal 2017” tablebelow, which is audited. No ~~PBS awards~~share grants were made to Mr. Arison in fiscal ~~2014. The share awards~~2017.
For fiscal 2017, long-term incentives were as follows:
• Management Incentive Plan-Tied Equity (“MTE”) grant made ~~to Mr. Donald during fiscal 2014 are disclosed~~ in ~~Section 3.2 below, which is audited.~~January 2018;
• Performance-Based Share (“PBS”) grant made in April 2017; and
• Shareholder Equity Alignment (“SEA”) grant made in January 2017.

The Compensation Committees approved an MTE target grant value for Mr. Donald in January 2017. The actual 2017 Management Incentive Plan payout percentage is applied to the MTE target grant value to determine the recommended MTE grant value, which may be from zero to 200% of target. The actual MTE grant value approved is then converted into a number of RSUs that cliff vest after two years from the date of grant. The MTE grant for Mr. Donald in January 2018 was as follows:

Named Executive
Officer


MTE
Target
Value
($)


2017
Payout
Percentage


MTE
Grant
Value
($)


Closing
Price
On
Grant
Date


RSUs
Received
(#)

Arnold W. Donald



1,500,000



x



145.9

%

=



2,188,500



÷

   $

68.52



=



31,939

Carnival plc Directors’ Remuneration Report – Part II

B-3

ANNEX B

Mr. Donald received a target PBS ~~grants~~grant of 51,020 shares in April 2017. The PBS grant made to Mr. Donald in fiscal ~~2014 vest~~2017 is capable of vesting between zero to 200% of target based upon the extent to which ~~(1) EBIT,~~operating income, as adjusted for certain fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the ~~2014-2016~~2017-2019 performance cycle and ~~(2) ROIC~~the average of each annual return on invested capital (“ROIC”) result for the ~~single~~ three-year performance cycle ~~exceed~~exceeds the specified performance ~~goals, as modified up or down by up to 25% at the end of the three year performance cycle for Carnival Corporation & plc’s TSR rank relative to the Peer Group.~~goals. Under the terms of the ~~award,~~grant, the ~~EBIT~~operating income result is weighted ~~75%~~70% and ROIC result is weighted ~~25%~~30%. ~~If the TSR modifier increase applies, the maximum payout would~~The operating income and ROIC targets will be 200% of target. These performance measures were approved by the Compensation Committees and chosen as measures as they were regarded by the Compensation Committees as a suitable measure of Carnival Corporation & plc’s ability to maintain and grow earnings over time and to further align the financial result with the broader shareholder experience. Carnival Corporation & plc will disclose these targets for the PBS awardsdisclosed at the end of the performance period (as these targets are deemed strategic and commercially ~~sensitive until then)~~sensitive).

In January 2017, the Compensation Committees also approved an SEA grant to Mr. Donald in the form of 35,000 target shares. The SEA grant is entirely performance-based and the ultimate value is contingent upon Carnival Corporation & plc’s absolute TSR as modified by our TSR rank relative to the 2017 Peer Group over the period of December 31, 2016 through December 31, 2019, which may be from zero to 600% of target.

The Compensation Committees approved the long-term equity grants to Mr. Donald after an evaluation of current market practice, the aggregate market positioning of total direct compensation, and the Compensation Committees’ focus on the alignment between Mr. Donald’s pay outcomes and Carnival Corporation & plc’s long-term performance.

The 2015 PBS grant made to Mr. Donald in April 2015 reached the end of the performance period at the end of fiscal 2017 and will vest on February 13, 2018.

Long-Term Incentive Compensation in Fiscal ~~2015~~2018 (not audited)

~~Within the policy, the current expectation is~~All long-term incentive compensation for fiscal 2018 for Mr. Donald will continue to ~~make annual TBS~~be 100% at risk and ~~PBS awards as follows:~~performance-based.

~~• Mr. Donald—$2,100,000 in TBS awards~~The PBS grant will have a target value of $3 million and ~~$1,400,000 in PBS awards~~

~~No TBS or PBS awards~~the MTE target grant will ~~be made to Mr. Arison in fiscal 2015.~~have a value of $1.5 million. The SEA grant will have a target of 35,000 shares.

The monetary amounts referred to for the MTE and PBS grants above are ~~awarded~~made as a number of shares using the share price at the date of grant. The SEA grant is made as a number of shares. As explained in Part I, grants are calculated by reference to the value of shares to facilitate external comparisons and also comparison to other forms of compensation.

PBS ~~awards~~and SEA grants to be ~~granted~~made in fiscal ~~2015~~2018 will be subject to performance conditions which the Compensation Committees ~~approved~~approve as appropriate at the time the grants are made. The MTE grants will be subject topre-grant performance conditions tied to the Management Incentive Plan. The precise metrics for the PBS grants have not been finalized at the date of ~~this report,~~the Carnival plc Directors’ Remuneration Report, but ~~are likely to~~may be based on similar measures as the ~~awards granted~~grants made in fiscal ~~2014,~~2017, which may include ~~EBIT,~~operating income and ROIC, ~~and TSR,~~ with the precise performance measures, targets and maximums set shortly prior to making the ~~grant of the awards.~~grant. These targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially ~~sensitive until then)~~sensitive).


B-4				Carnival plc Directors’ Remuneration Report – Part II

ANNEX B


~~Benefits~~		No long-term incentive compensation will be made to Mr. Arison in fiscal 2018.
Benefits		Benefits in Fiscal ~~2014~~2017 (audited) The detailed benefits provided to Mr. Arison are described in the footnotes to the ~~single figure table in section 4.1~~“Single Figure Table” below. The detail of benefits provided to Mr. Donald ~~are~~is set out in the ~~All~~“All Other ~~Compensation~~Compensation” table in the ~~Executive Compensation~~“Executive Compensation” section of the Proxy Statement. Benefits in Fiscal ~~2015 (unaudited)~~2018 (not audited) Benefits provided in fiscal ~~2015~~2018 are expected to be similar to those provided in fiscal ~~2014.~~2017.
Pensions		Pensions in Fiscal ~~2014 Pensions~~2017 (audited) Details of the pension ~~arrangements~~entitlements that Mr. Arison participated in fiscal ~~2014~~2017 are set out in ~~Section 3.4~~“Total Pension Entitlements” section below. ~~No changes to Mr. Arison’s arrangements are anticipated for fiscal 2015.~~ Mr. Donald participated in the Carnival Corporation Fun Ship Savings plan, a qualified 401(k) plan (the “401(k) Plan”) during fiscal ~~2014.~~2017. Under this plan, employee contributions are capped at the U.S. Internal Revenue Service (“IRS”) prescribed limits, ~~(currently $17,500 per annum or up to $23,000 with catch-up contributions),~~ with an employer matching contribution of up to 50% of this level ~~possible after 12 months of employment)~~possible), all of which is subject to discrimination testing. Carnival Corporation also operates a profit sharing arrangement under which participants who are deemed highly compensated employees under IRS regulations are paid the equivalent of their annual matching award (less any amount actually contributed by Carnival Corporation to the 401(k) Plan on their behalf as a matching contribution) and profit sharing contribution as additional cash compensation. This is currently set according to a prescribed scale as set out in the ~~section relating to Pension Benefits~~“Pension Benefit in ~~the Executive Compensation~~Fiscal 2017” section of the ~~Proxy.~~Proxy Statement. Pensions in Fiscal ~~2015 Pensions (unaudited)~~2018 (not audited) No material changes to the arrangements ~~as applied in fiscal 2014~~ are ~~envisaged.~~anticipated for 2018.
Stock Ownership ~~Guidelines~~Policy		Stock Ownership Policy (audited) A description of the stock ownership policy applicable to ~~executive directors~~Executive Directors is set out in Part I. Both Mr. Arison and Mr. Donald comply with the applicable levels.

~~2.2~~

~~Non-Executive Directors~~

Carnival plc Directors’ Remuneration Report – Part II

B-5

ANNEX B


Non-Executive Directors
Fees		Fees in Fiscal ~~2014~~2017 (not audited) ~~During~~As described in last year’s Carnival plc Directors’ Remuneration Report, during fiscal ~~2014, non-executive directors~~2017,Non-Executive Directors were entitled to an $110,000 annual retainer. For fiscal 2017, the Senior Independent Director received an additional retainer of $25,000 per annum. In addition,Non-Executive Directors receive additional compensation for serving as Chair of a ~~$40,000 annual cash retainer plus committee-based fees and attendance fees as set out in “Director Compensation” section of the Proxy.~~ ~~Restricted Stock Awards in Fiscal 2014 (audited)~~ ~~Each non-executive director re-elected in April 2014 received share awards worth $120,000.~~ ~~Fees in Fiscal 2015 (not audited)~~ ~~The boards approved changes to the non-executive director compensation program in conformity with the remuneration policy,~~Board Committee as set out in the “Director Compensation” section of the ~~Proxy.~~Proxy Statement. Restricted Stock Grants in Fiscal 2017 (audited) EachNon-Executive Director elected orre-elected in April 2017 received share grants worth approximately $160,000. The restricted shares vest on the third anniversary of the grant date, and are not forfeited if a Director ceases to be a Director after having served as a Director for at least one year. Fees in Fiscal 2018 (not audited) No material changes to the arrangements are anticipated for 2018.
Stock Ownership Policy		Stock Ownership Policy (audited) A description of the stock ownership policy applicable toNon-Executive Directors is set out in Part I. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. Other than Ms. Deeble, who was appointed in 2016, and Mr. Cahilly, who was appointed during the year, each of theNon-Executive Directors serving in 2017 has already achieved this Board-mandated requirement.

~~2.3 Service contracts~~
2.2
Service Contracts (not audited)

Because ~~directors,~~Directors, other than Mr. Donald, do not have formal agreements, it is not feasible to include a table with the unexpired terms. Mr. Donald’s terms are summarized in the ~~Proxy.~~Proxy Statement. As explained more fully in the Proxy Statement, Mr. Donald would generally receive an amount equal to one times his base salary and target bonus upon termination.

~~Non-executive directors~~Non-Executive Directors are appointed under terms set out in a letter of appointment. They do not have service contracts and their appointments can be terminated (by the ~~boards)~~Boards) without any compensation on termination. However, they may retain their share ~~awards~~grants (if they have already served for at least one year) and may receive a departing gift of up to $25,000 in value.

3.2.3

~~Implementation Section~~Compensation Committees (not audited)

~~3.1 Compensation Committees~~

The ~~current~~ membership of the Compensation Committees ~~consists~~during the year consisted of three members who are deemed independent by the ~~boards~~Boards of ~~directors:~~Directors: Randall J. Weisenburger ~~(chairman)~~(Chair), Richard J. Glasier and Laura Weil. The members of the Compensation Committees are appointed by the ~~boards~~Boards based on the recommendations of the Nominating & Governance Committees. Further details


B-6				Carnival plc Directors’ Remuneration Report – Part II

ANNEX B

regarding the Compensation Committees (including the number of meetings of the Compensation Committees held in fiscal ~~2014~~2017 and the attendance of the members at such meetings) can be found in the Carnival plc Corporate Governance Report attached as Annex C to the ~~Proxy.~~Proxy Statement.

Details of the Compensation Committees’ process for making compensation determinations, including the advice provided by internal colleagues and external ~~advisers is~~advisors are set out in Part I. As stated in Part I, Frederic W. Cook & Co., Inc. (together with its UK affiliated firm, FIT Remuneration Consultants LLP, which is a member of the Remuneration Consultants Group, the UK professional body, and complies with its code of conduct) were appointed by the Compensation Committees as their external advisors. The advisors were appointed following a tender process and are subject to an ongoing periodic review by the Compensation Committees of their independence and quality. They provide no other services to Carnival Corporation & plc and, accordingly, are considered independent by the Compensation Committees and to provide objective advice.

Frederic W. Cook & Co., Inc. and FIT Remuneration Consultants LLP have each provided their written consent to the form and content of their references in the Carnival plc Directors’ Remuneration Report and the Proxy Statement.

Fees paid to the Compensation Committees’ external ~~advisers~~advisors in fiscal ~~2014~~2017 were ~~$362,256,~~$335,120, such fees being charged on these firms’ standard terms of business for advice provided.

~~3.2 Shareholder voting on remuneration matters~~

2.4

Shareholder Voting on Remuneration Matters (not audited)

The ~~annual meetings~~Annual Meetings of ~~shareholders~~Shareholders of Carnival Corporation and Carnival plc were held on April ~~17, 2014.~~5, 2017. The results of ~~this are outlined in~~ the ~~table below.~~shareholder vote on remuneration matters were as follows:

   For
No. of votes    % Against
No. of votes    % Withheld
No. of votes Broker
Non-votes
No. of votes
To approve the fiscal 2013 compensation of the named executive officers of Carnival Corporation and plc
   393,188,762       58.4 % 280,584,823       41.6 % 2,381,713    17,939,119
To approve the Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy) for the year ended November 30, 2013
   405,369,699       58.6 % 286,487,497       41.1 % 2,237,227    0
To approve the Carnival plc Directors’ Remuneration Policy for the year ended November 30, 2013
   428,274,528       61.9 % 263,568,780       38.1 % 2,251,109    0
   For

   Against

   Withheld

      Broker
Non-Votes

Proposal


No. of
Votes


%


No. of
Votes


%


No. of
Votes


No. of
Votes

To approve the fiscal 2016 compensation of the Named Executive Officers of Carnival Corporation & plc

   525,165,383    89.03 %    64,711,892    10.97 %    1,681,980       26,261,748

To approve the Directors’ Remuneration Report (other than the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of the Directors’ Remuneration Report) as set out in the annual report for the year ended November 30, 2016

   524,218,820    88.89 %    65,529,493    11.11 %    1,834,168       26,261,748

To approve the Carnival plc Directors’ Remuneration Policy set out in Section B of Part II of Directors’ Remuneration Report as set out in the annual report for the year ended November 30, 2016

   525,332,257    88.89 %    65,654,329    11.11 %    595,895       26,261,748
Carnival Corporation & plc has a long-standing shareholder outreach program and routinely interacts with shareholders on a number of matters, including executive compensation. The Compensation Committees consider all constructive feedback received about executive compensation.
Carnival plc Directors’ Remuneration Report – Part II
  B-7

~~As described in Part I~~

ANNEX B

In April 2017, shareholders approved our remuneration proposals. Following their review of ~~this report,~~the 2017 and prior voting results, the Compensation Committees engaged in outreach efforts with our major shareholders to gather feedback. Based in part on the feedback from these engagements, the Compensation Committees approved multiple changes to the pay practices for 2014 as summarized in Part I. In addition to the above actions, the Compensation Committees noteddecided that ~~some shareholders did not support the retirement arrangements for~~all compensation of Mr. ~~Frank. As this was a one-off arrangement in light of his unique contribution over 25 years~~Donald, other than base salary, pensions and the importance of his continuing involvement with a number of key initiatives and the transition of the new leadership team, it is now historic and no change in policy was considered necessary. In addition some UK shareholders commented on the U.S.-centric approach to structuring Mr. Donald’s recruitment arrangements. Overall, we consider that most shareholders considered thesebenefits, will continue to be ~~appropriately designed but we recognize that structuring arrangements for a U.S.-based executive~~100% at risk and performance-based. We continued to seek and incorporate shareholder feedback in ~~light of U.S. practices does challenge some aspects of UK guidance.~~our compensation deliberations. The Compensation Committees ~~seek to~~have and will continue to beconsider results from the annual shareholder advisory votes, including the next vote in April 2018, as ~~sensitive to these issues~~well as ~~feasible while setting arrangements which are sufficiently competitive as to attract, retain~~other shareholder input, when reviewing executive compensation programs and ~~motivate executives based elsewhere.~~policies.

~~3.3 Performance Graph and Table~~

2.5

Performance Graph and Table (not audited)

Graphs representing TSR performance for both Carnival Corporation and Carnival plc have been included in the Carnival Corporation & plc ~~2014~~2017 Annual Report ~~within~~in the ~~section titled~~ “Stock Performance Graphs” ~~on pages 72 and 73, respectively.~~section. The LMCG Regulations require similar tables but comparing to only one recognized index. The tables below show a comparison to the S&P 500 index of which Carnival Corporation is a constituent (as a broad index) for a period from December 1, 2008 to November 30, ~~2014~~2017 and have been calculated on a U.S. dollar basis.


B-8				Carnival plc Directors’ Remuneration Report – Part II

ANNEX B

The following table sets out, for the President and Chief Executive Officer, the total remuneration as seen in the ~~single figure table,~~Single Figure Table, the bonus paid as a percentage of the maximum opportunity and the number of shares that have vested against the maximum number of shares that could have been received over a ~~six year~~nine-year period.


		Single figure of total remuneration ($000)		Annual bonus as a % of maximum			PBS award vesting as a % of maximum⁽¹⁾
Year									Name	Single Figure of Total Remuneration ($000)			Annual Bonus as a % of Maximum	PBS Vesting as a % of Maximum⁽¹⁾
2017									Mr. Donald		11,351		73	81
2016									Mr. Donald		32,132	⁽²⁾	76	94
2015									Mr. Donald		10,621		87	80
2014	Mr.Donald	$	7,241		74	%		N/A	Mr. Donald		7,241		74	N/A
2013	Mr.Donald⁽³⁾	$	1,919		N/A	⁽²⁾		N/A	Mr. Donald⁽³⁾		1,919		N/A⁽⁴⁾	N/A
2013	Mr.Arison⁽³⁾	$	2,213		0	%		0%	Mr. Arison⁽³⁾		2,213		0	0
2012	Mr.Arison	$	6,196		29	%		N/A	Mr. Arison		6,196		29	N/A
2011	Mr.Arison	$	5,716		35	%		N/A	Mr. Arison		5,716		35	N/A
2010	Mr.Arison	$	7,590		53	%		N/A	Mr. Arison		7,590		53	N/A
2009	Mr.Arison	$	9,769		44	%		N/A	Mr. Arison		9,769		44	N/A

(1)	The reference to long-term incentive vesting only includes PBS ~~awards~~grants because TBS ~~awards~~grants do not have a variable vesting level.

(2)	The 2016 single figure has been updated to reflect the actual share price on the vesting date of the 2014 PBS grant.

(3)	The fiscal 2013 figures have beenpro-rated for each individual to reflect the period in office as a Chief Executive Officer.

(4)	The annual performance bonus for Mr. Donald is not applicable because for fiscal 2013, he received a fixed bonus amount as provided for in his employment agreement.

~~(3)~~

~~The fiscal 2013 figures have been pro-rated for each to reflect the period~~2.6

Percentage Change in ~~office as~~Pay of Chief Executive ~~Officer.~~

Officer Fiscal 2016 to Fiscal 2017 (not audited)

~~3.4 Percentage Change in pay of Chief Executive Officer Fiscal 2013 to Fiscal 2014~~

~~Reflecting developments in reporting, separate percentages are disclosed for each of the prescribed elements in this report compared with the aggregated approach adopted last year.~~ The prescribed pay elements are: salaries, taxable benefits and annual bonus outcomes. UK staff were selected and retained for the purposes of this comparison as it is a requirement of the LMCG Regulations so the Compensation Committees considered it logical to provide comparison for that jurisdiction. The percentages for UK staff have been calculated using a ~~full time~~full-time equivalent weighted-average number of UK staff for each year.

   Change in Salary
(%)    Change in Benefits
(%) Change in Annual Bonus
(%) Change in Total
(%)
CEO
   5.7       (51.5 ) 247.6 ⁽¹⁾ 94.7 ⁽¹⁾
Staff
   4.4       18.7    87.3    8.8

Change in Salary
(%)

Change in Benefits
(%)

Change in Annual Bonus
(%)

Change in Total
(%)

   Chief Executive Officer

50.0

43.8

8.3

17.8

   Staff⁽¹⁾

4.8

13.6

19.6

6.6

(1)
~~Pursuant~~For fiscal 2017 comparison to fiscal 2016, the ~~terms of his employment agreement, Mr. Donald received a fixed payment of $1,125,000~~methodology for ~~his 2013~~calculating Staff average percentage change has been updated to include an additional bonus to reflect the five months of the year during which he served as President and Chief Executive Officer. Mr. Arison did not receive a bonus for the seven months of the year during which he served as Chief Executive Officer. As a result, the change reflected compares the bonus for 12 months of service with a bonus for 5 months of service. On an annualized basis, the change in annual bonus would be 44.9% and change in total compensation would be 22.5%.component.
~~3.5 Relative importance of spend on pay~~
Carnival plc Directors’ Remuneration Report – Part II
  B-9

ANNEX B

2.7

Relative Importance of Spend on Pay (not audited)

(1)	Profit distributed by way of dividend taken as dividends declared set out in the ~~consolidated statements~~Consolidated Statements of ~~shareholders’ equity~~Shareholders’ Equity in the Carnival Corporation & plc 2017 joint ~~annual report~~Annual Report on Form ~~10-K (“Form 10-K”).~~10-K.

(2)	Profit distributed by way of share buyback ~~taken~~returned to shareholders as purchases of treasury stock, ~~net~~inclusive of stock swap benefits, in the ~~consolidated statements~~Consolidated Statements of ~~shareholders’ equity in the Form 10-K.~~Shareholders’ Equity.

(3)

Overall expenditure on pay has been calculated on a broadly consistent approach to the standard UK approach to calculating this amount and includes all global staff using normal accounting conventions for benefits and includes expected value assumptions in respect of share ~~awards~~grants and so is not consistent with methodologies used elsewhere in this Part II.

4.2.8
~~Implementation Section~~Single Figure Table (audited)

~~4.1 Single figure table~~

~~EXECUTIVE DIRECTORS~~Executive Directors

The compensation of the ~~executive directors~~Executive Directors of Carnival Corporation and Carnival plc for fiscal ~~2014~~2017 is as ~~follows.~~follows:


	Salary				Benefits⁽¹⁾				Annual Bonus⁽²⁾				TBS award⁽³⁾				PBS award⁽³⁾⁽⁴⁾				Pension				Total				Salary				Benefits⁽¹⁾				Annual Bonus⁽²⁾				Annual Equity Grants⁽³⁾				Special PBS Grant				Pension				Total
$000	2014		2013		2014		2013		2014		2013		2014		2013		2014		2013		2014		2013		2014		2013		2017		2016		2017		2016		2017		2016		2017		2016		2017		2016		2017		2016		2017		2016
Arnold W. Donald⁽⁵⁾		1,000		417		291		377		3,911		1,125		2,039		—		—		—		—		—		7,241		1,919		1,500		1,000		347		242		4,377		4,041		5,127		6,285		-		20,564		-		-		11,351		32,132
Micky Arison		1,000		906		320		385		—		—		2,550		2,503		1,211		—		—		—		5,081		3,794		1,000		1,000		110		97		-		-		-		-		-		-		-		47		1,110		1,144

(1)

Details of the matters for Mr. Donald provided within Benefits are disclosed in (and taken from) the ~~All~~“All Other ~~Compensation~~Compensation” table in the ~~Executive Compensation~~“Executive Compensation” section of the ~~Proxy.~~Proxy Statement. Benefits provided to Mr. Arison include ~~an automobile lease,~~($000): private medical health insurance costs ($53), driver and security ($21), personal use of the Aircraft ($12), automobile lease ($13) and the following other benefits: accidental death or dismemberment insurance premiums, ~~long-term~~ disability insurance premiums, life ~~and auto~~ insurance premiums, automobile lease, automobile repairs and expenses ~~driver~~ and ~~security, personal use of~~ the ~~company aircraft and spousal meals.~~opportunity to travel on Carnival Corporation & plc cruise lines for reduced fares ($12). Consistent with past practice, benefits reflect the position under U.S. rules as no UK tax is payable.

(2)

Details of the performance measures and targets applicable to the annual bonus for fiscal ~~2014~~2017 are set out in ~~Section 2.1~~“Implementation of Approved Policy” section above and in Part I of ~~this report.~~the Carnival plc Directors’ Remuneration Report. No element of the annual bonus is subject to deferral.


B-10				Carnival plc Directors’ Remuneration Report – Part II

ANNEX B

(3)

Annual equity grants are comprised of PBS, TBS and ~~PBS figures are~~MTE grants. The 2017 amount includes the value of the ~~awards granted~~2015 PBS grant for which the performance period ended on November 30, 2017 and additional shares will be provided to take into account dividend reinvestment during the ~~year~~period. All grant values were calculated using the average share price over the last three months of the fiscal ~~year~~year. Annual equity grants for 2016 have been updated to include the release date values and ~~include dividends actually received~~dividend reinvestment in respect of ~~awards in~~ the ~~year. Dividends are paid on unvested Carnival Corporation TBS and~~2014 PBS ~~awards as they arise and have been included in these figures.~~

~~(4)~~

There is no PBS value for the 2013 column, as there was no vesting of awards in respect of EPS performance measured to fiscal 2013. Mr. Arison received distribution of 60% of his 2012 PBS shares and 50% of his 2013 PBS shares on reaching retirement age pursuant to the terms of the associated PBS agreements.

~~(5)~~

Mr. Donald became President and Chief Executive Officer on July 3, 2013, before which he was a non-executive director. This table shows his compensation from his employment date. Because his role as a non-executive director during a portion of 2013 is distinct, that compensation is excluded from this table. During fiscal 2013, he received fees of approximately $92,000 and restricted stock of approximately $129,000. He received a fixed bonus of $1,125,000 for fiscal 2013. There is no value for a TBS award in fiscal 2013 because the first such grant made to him in January 2014.grant.

During fiscal ~~2014,~~2017, Mr. Donald served as a ~~non-executive director~~Non-Executive Director of companies outside the Carnival Corporation & plc group, for which he ~~received~~earned cash fees ~~totalling $200,179,~~totaling $180,267, which he retained.

~~Any termination payments to former directors were fully disclosed in last year’s table and no further payments were made in the year.~~

~~NON-EXECUTIVE DIRECTORS~~Non-Executive Directors

The compensation of the ~~non-executive directors~~Non-Executive Directors of Carnival Corporation and Carnival plc for fiscal ~~2014~~2017 is as follows. The format is different from the preceding table for ~~executive directors~~Executive Directors as certain aspects (such as bonus and pension) do not apply to ~~non-executive directors.~~Non-Executive Directors.

   Fees    Benefits⁽¹⁾    Restricted Stock/RSUs⁽²⁾    Total
$000    2014    2013    2014    2013    2014    2013    2014    2013
Sir Jonathon Band
   85       87       16       16       129       129       230       232
Howard S. Frank
   —       N/A       69       N/A       —       N/A       69       N/A
Richard J. Glasier
   143       149       11       3       129       129       283       281
Debra Kelly-Ennis
   83       87       9       3       129       126       221       216
Sir John Parker
   114       116       4       4       129       129       247       249
Stuart Subotnick
   129       144       5       9       129       129       263       282
Laura Weil
   113       120       —       —       129       129       242       249
Randall J. Weisenburger
   140       119       5       —       129       129       274       248
         Fees

      Benefits⁽¹⁾

   Restricted
Stock/
      RSUs⁽²⁾

       Total

$000


2017


2016


2017


2016


2017


2016

2017

2016

Sir Jonathon Band



110



110



8



11



182



153

300

274

Jason Glen Cahilly



28



N/A



-



N/A



-



N/A

28

N/A

Helen Deeble



110



28



1



-



182



-

293

28

Richard J. Glasier



140



140



6



3



182



153

328

296

Debra Kelly-Ennis



110



110



11



4



182



153

303

267

Sir John Parker



140



140



1



4



182



153

323

297

Stuart Subotnick



138



150



-



-



182



153

320

303

Laura Weil



110



110



-



-



182



153

292

263

Randall J. Weisenburger



153



140



3



-



182



153

338

293

(1)
Details of the matters provided within Benefits are disclosed in and taken from the ~~Director Compensation~~“Director Compensation” section of the ~~Proxy.~~Proxy Statement. Consistent with past practice, benefits reflect the position under U.S. tax rules.
(2)
Restricted stock ~~awards may be~~grants are structured as restricted stock ~~(in which case~~(with dividends ~~are~~ paid as they arise) ~~or restricted stock units (in which case dividends are rolled-up to vesting)~~ at the election of the ~~director.~~Director. The reported figures are the value of the ~~awards granted~~grants made during the year using the average share price over the last three months of the fiscal year and include dividends actually received in respect of those ~~awards~~grants in the year.
~~(3)~~
~~Mr. Frank served as an unpaid non-executive director from December 1, 2013 until April 17, 2014. He served as an executive director during 2013.~~
The aggregate emoluments (being salary, bonuses, fees and ~~benefits)~~benefits, and excluding long-term incentives and pensions) of all ~~directors~~Directors during fiscal ~~2014~~2017 was approximately ~~$10.9~~$8.4 million.
~~During fiscal 2014, Mr. Frank received $575,000 pursuant to his consulting agreement described in last year’s report.~~
Carnival plc Directors’ Remuneration Report – Part II
  B-11

~~4.2 Share Plan awards made to directors in fiscal 2014~~

ANNEX B

2.9

Share Plan Grants Made to Directors in Fiscal 2017 (audited)

The LMCG Regulations require disclosure of ~~awards~~grants made in the year plus a table of aggregate outstanding awards, separately detailing ~~awards~~grants that vest ~~or are exercised~~ in the year. The latter information is included in “Directors’ Shareholding and Share Interests” section ~~4.3~~ below.

~~Share Plan Awards Made to Directors During Fiscal 2014~~

Director

Grant Date

Plan⁽¹⁾

No. of
shares

Face
value⁽²⁾
$

Threshold
vesting level
%

Vesting level
% at
maximum
performance⁽³⁾

Anticipated
vesting date

Grant
Date

Plan⁽¹⁾

No. of
Shares

Face Value⁽²⁾

($)

Threshold
Vesting
Level
(%)

Vesting Level
at
Maximum
Performance⁽³⁾

(%)

Anticipated
Vesting
Date

Micky Arison

1/14/2014

TBS

63,242

2,625,808

N/A

100

1/14/2017

N/A

Arnold W. Donald

1/14/2014

TBS

50,578

2,099,999

N/A

100

1/14/2017

1/17/2017

MTE

30,161

1,601,247

N/A

1/17/2020

4/16/2014

PBS

38,314

1,399,994

50%

200

4/16/2017

1/17/2017

SEA

35,000

1,858,150

600

2/15/2020

Howard S Frank⁽⁴⁾

N/A

4/5/2017

PBS

51,020

2,999,976

200

2/15/2020

Sir Jonathon Band

4/17/2014

Restricted
Stock

3,215

119,984

N/A

100

4/17/2017

4/6/2017

Restricted Stock

2,709

159,994

N/A

100

4/6/2020

Jason Glen Cahilly

N/A

Helen Deeble

4/6/2017

Restricted Stock

2,709

159,994

N/A

100

4/6/2020

Richard J. Glasier

4/17/2014

Restricted
Stock

3,215

119,984

N/A

100

4/17/2017

4/6/2017

Restricted Stock

2,709

159,994

N/A

100

4/6/2020

Debra Kelly-Ennis

4/17/2014

Restricted
Stock

3,215

119,984

N/A

100

4/17/2017

4/6/2017

Restricted Stock

2,709

159,994

N/A

100

4/6/2020

Sir John Parker

4/17/2014

Restricted
Stock

3,215

119,984

N/A

100

4/17/2017

4/6/2017

Restricted Stock

2,709

159,994

N/A

100

4/6/2020

Stuart Subotnick

4/17/2014

Restricted
Stock

3,215

119,984

N/A

100

4/17/2017

4/6/2017

Restricted Stock

2,709

159,994

N/A

100

4/6/2020

Laura Weil

4/17/2014

Restricted
Stock

3,215

119,984

N/A

100

4/17/2017

4/6/2017

Restricted Stock

2,709

159,994

N/A

100

4/6/2020

Randall J. Weisenburger

4/17/2014

Restricted
Stock

3,215

119,984

N/A

100

4/17/2017

4/6/2017

Restricted Stock

2,709

159,994

N/A

100

4/6/2020

(1)

The terms of ~~TBS~~MTE, SEA and PBS ~~awarded~~grants to ~~executive directors~~one Executive Director and the terms of restricted ~~shares awarded~~stock grants to ~~non-executive directors~~Non-Executive Directors and the basis on which these ~~awards~~grants are made are summarized in the table above are described in the “Director Compensation” and “Executive Compensation” sections of the ~~Proxy.~~Proxy Statement.

(2)	Face values for all grants are calculated using the closing share prices at the relevant grant dates being: ~~$41.52~~$53.09 at January ~~14, 2014; $36.54~~17, 2017, $58.80 at April ~~16, 2014;~~5, 2017 and ~~$37.32~~$59.06 at April ~~17, 2014.~~6, 2017.

(3)

~~Only~~MTE grants have onlypre-grant performance measures. SEA and PBS ~~awards~~grants have post-grant performance measures. These are described in Part I of ~~this report.~~the Carnival plc Directors’ Remuneration Report. Consistent with U.S. practice, these have been included at their target values. To comply with the LMCG Regulations, a column for the maximum percentage (before dividend accrual) has been included and the UK face values should be taken as the reported figure multiplied by those percentages. Similarly, the threshold percentages are expressed as a percentage of target rather than maximum. The performance period for the ~~April 2014~~SEA grants is December 31, 2016-December 31, 2019 and the performance period for the PBS grants is fiscal ~~2014, 2015~~2017, 2018 and ~~2016.~~2019.

~~(4)~~

~~Mr. Frank was not nominated for re-election to the boards at the April 2014 annual general meeting. As a result, his term ended on April 17, 2014.~~

2.10

Directors’ Shareholding and Share Interests (audited)

~~4.3 Directors’ Shareholding and Share interests~~

Details of Carnival Corporation & plc’s stock ownership requirements for ~~executive directors~~Executive Directors are set out in Part I. Mr. Arison and Mr. Donald comply with the policy, which require each of them to own Carnival Corporation or Carnival plc shares with a value equivalent to ~~five~~six times his salary.

The stock ownership policy for ~~non-executive directors was amended in 2014 to provide~~Non-Executive Directors provides that all ~~non-executive directors~~Non-Executive Directors are required to own shares (inclusive of unvested restricted ~~shares,~~stock, RSUs and shares in a trust beneficially owned by the ~~director)~~Director) of either Carnival Corporation common stock or Carnival plc ordinary shares with a value equal to four times the cash retainer. New ~~directors~~Directors must achieve this requirement no later than five years from the date of their initial election to the ~~boards~~Boards by the shareholders. ~~Each~~Other than Ms. Deeble, who was appointed during in 2016, and Mr. Cahilly, who was appointed during the year, each of the ~~non-executive directors~~Non-Executive Directors has already achieved this ~~board-mandated~~Board-mandated requirement.


B-12				Carnival plc Directors’ Remuneration Report – Part II

ANNEX B

The following table shows the total outstanding ~~(plus those exercised during the year)~~ shares under any incentive plans.

~~Total Share Plan Interests as at November 30, 2014 (or date of cessation, if earlier)~~


	Share Options						Shares (including Restricted Stock and RSUs)
	No. of Securities Underlying Unexercised Options - Exercisable		No. of Securities Underlying Unexercised Options Unexercisable		No. of Shares Acquired on Option Exercise		TBS Awards That Have Not Vested		PBS Awards That Have Not Vested		No. of Shares Acquired on Vesting		Shares (including Restricted Shares and RSUs)
Executive Director													Grants Without Performance Conditions That Have Not Vested		Grants With Performance Conditions That Have Not Vested			No. of Shares Acquired on Vesting
Micky Arison		—		—		—		219,760		23,277		106,106		-		-			63,242
Arnold W. Donald		10,000		—		—		58,029		175,384		3,188		114,459		162,906	⁽¹⁾		342,700

Non-Executive Director
Sir Jonathon Band		—		—		—		10,666		N/A		3,188		9,180		N/A			3,215
Howard S. Frank⁽¹⁾		—		—		—		127,522		26,077		31,534
Jason Glen Cahilly														-		N/A			-
Helen Deeble														2,709		N/A			-
Richard J. Glasier		20,000		—		—		10,666		N/A		3,188		9,180		N/A			3,215
Debra Kelly-Ennis⁽²⁾		—		—		—		10,666		N/A		—
Debra Kelly-Ennis														9,180		N/A			3.215
Sir John Parker		—		—		—		10,666		N/A		3,188		9,180		N/A			3,215
Stuart Subotnick		—		—		—		10,666		N/A		3,188		9,180		N/A			3,215
Laura Weil		—		—		—		10,666		N/A		3,188		9,180		N/A			3,215
Randall J. Weisenburger		—		—		—		10,666		N/A		3,188		9,180		N/A			3,215

(1)	~~Mr. Frank was not nominated~~Additional shares will be provided for ~~re-election~~the 2015 PBS grant to take into account dividend reinvestment during the ~~boards at the April 2014 annual general meeting. As a result, his term ended on April 17, 2014.~~

~~(2)~~

Ms. Kelly-Ennis’ awards prior to fiscal 2014 are in the form of restricted stock units so the dividends are added to the initial shares granted upon vesting. Other executive directors and non-executive directors (including Ms. Kelly-Ennis for fiscal 2014) received TBS awards in the form of restricted stock so dividends were paid on outstanding awards.period.

The aggregate gain on ~~the exercise of share options and on other~~ shares that vested during fiscal ~~2014 were $nil and $6,337,184, respectively. These values are~~2017 was $26,400,603, based on the closing ~~prices~~price of Carnival Corporation common stock ~~and Carnival plc ordinary shares~~ on the ~~respective exercise or~~ vesting dates of the shares. All ~~directors~~Directors receive Carnival Corporation common stock, which are denominated in U.S. dollars.

Details of the ~~directors’~~Directors’ interests are as follows*:


	Carnival plc						Carnival Corporation					Carnival plc						Carnival Corporation
Directors	Dec. 1, 2013			Nov. 30, 2014			Dec. 1, 2013**		Nov. 30, 2014**			Dec. 1, 2016			Nov. 30, 2017			Dec. 1, 2016 **		Nov. 30, 2017 **
Micky Arison⁽¹⁾		—			—			171,809,617		138,271,621			-			-			126,136,034		126,136,034
Sir Jonathon Band		—			—			13,771		17,110			-			-			24,111		20,833
Jason Glen Cahilly⁽²⁾													-			-			-		-
Helen Deeble													-			-			-		2,709
Arnold W. Donald		—			—			21,970		74,396	⁽³⁾		-			-			532,340		487,157	⁽⁴⁾
Howard S. Frank		—			—			172,791		172,809	⁽⁴⁾
Richard J. Glasier		—			—			22,025		25,281			-			-			27,815		24,525
Debra Kelly-Ennis		—			—			—		—			-			-			18,104		21,234
Sir John Parker		10,004	⁽²⁾		10,004	⁽²⁾		26,181		32,747			10,004	⁽³⁾		10,004	⁽³⁾		39,927		22,915
Stuart Subotnick		—			—			27,362		33,252			-			-			40,762		43,713
Laura Weil		—			—			26,562		30,048			-			-			37,337		40,600
Randall J. Weisenburger		—			—			78,635		83,473			-			-			91,312		94,845

*	For consistency with Part I, the above table includes restricted stock (but not RSUs) held.

As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of the Cayman Islands. Shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation distributed such trust shares by way of a dividend to holders of shares of common stock of Carnival Corporation. Under a pairing agreement, the trust shares are paired with, and evidenced by, certificates representing shares of Carnival Corporation common stock on aone-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock

Carnival plc Directors’ Remuneration Report – Part II

B-13

ANNEX B

and the trust shares (including the beneficial interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares.

(1)

As of November 30, ~~2014,~~2017, includes (i) ~~3,271,234~~3,251,154 shares of common stock held by the Nickel 2003 Revocable Trust, (ii) ~~95,736,445~~85,736,445 shares of common stock held by MA 1994 B Shares, L.P., (iii) ~~37,580,930~~35,465,423 shares of common stock held by the Artsfare 2005 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison, (iv) 841,506 shares of common stock held by the NA 2008 Trust and (v) 841,506 shares held by the KA 2008 Trust.

(2)	Mr. Cahilly was appointed in July 2017.

(3)	Includes 7,000 shares owned by ~~GHM Trustees Limited,~~Barclays Wealth on behalf of Barnett Waddingham, the trustee of Sir John Parker’s Fixed Unapproved Restricted Retirement Scheme of which Sir John Parker is a discretionary beneficiary.

~~(3)~~(4)

Includes ~~1,807~~371,585 shares held by The Arnold W. Donald Revocable Trust UAD 5/26/98.

~~(4)~~

~~Holdings reflected in this column represent the applicable individual’s holdings as of the date of his retirement as a director, April 17, 2014.~~

The following changes in the above share interests occurred between December 1, ~~2014~~2017 and January ~~20, 2014:~~18, 2018:


	Carnival plc				Carnival Corporation				Carnival plc				Carnival Corporation
Directors	Jan. 20, 2015		Dec. 1, 2014		Jan. 20, 2015		Dec. 1, 2014		Jan. 18, 2018		Dec. 1, 2017		Jan. 18, 2018		Dec. 1, 2017
Sir Jonathon Band		—		—		17,147		17,110		-		-		17,071		20,833
Arnold W. Donald		—		—		119,780		74,396		-		-		483,875		487,157
Richard J. Glasier		—		—		25,299		25,281
Debra Kelly-Ennis										-		-		21,356		21,234
Sir John Parker		—		—		32,916		32,747		-		-		22,981		22,915
Stuart Subotnick		—		—		33,405		33,252		-		-		43,778		43,713
Laura Weil		—		—		30,118		30,048		-		-		40,761		40,600
Randall J. Weisenburger		—		—		83,609		83,473		-		-		95,080		94,845

~~4.4 Total Pension Entitlements~~

2.11

Total Pension Entitlements (audited)

Details of the retirement benefits of current ~~and former directors~~Directors arising from their participation in defined benefit pension arrangements are as follows:


	Accrued benefit⁽¹⁾ at Nov. 30, 2014 $000		Increase/(decrease) in accrued benefits including inflation $000	Value of increase/(decrease) in accrued benefits net of inflation and directors’ contributions $000
Executive Director					Accrued Benefit⁽¹⁾ at Nov. 30, 2017 $000	Increase/(Decrease) in Accrued Benefits Including Inflation $000			Value of Increase/(Decrease) in Accrued Benefits Net of Inflation and Directors’ Contributions $000
Micky Arison		144	(1)	(72)	144		(1	)	(82)
Arnold Donald		—	—	—
Arnold W. Donald					-		-		-

(1)

The accrued benefit is that pension which would be paid annually on retirement at the normal retirement age of 65 under the ~~various defined benefit plans~~Retirement Plan described in Part I ~~of the Carnival plc Directors’ Remuneration Report in the proxy statement to which this report is annexed~~ based on service to November 30, ~~2014.~~2017. Current ~~directors~~Directors are not entitled to any early retirement benefits.

~~Mr. Frank remained a member of certain defined benefit arrangements but no accruals were made in respect of his membership in 2014.~~

2.12

Payments for Loss of Office (audited)

~~4.5 Payments~~No payments for loss of office (as that term is defined in the LMGC Regulations) were made during the year.

~~Mr. Frank retired from~~On Behalf of the Board

Randall J. Weisenburger

Chair of ~~Directors at~~ the ~~annual general meeting on April 17, 2014. For his long years of valued service to us he was presented with a leaving gift with a value of $30,000.~~

Compensation Committees
January 29, 2018
B-14 Carnival plc Directors’ Remuneration Report – Part II

~~Annex~~ANNEX C

CARNIVAL PLC CORPORATE GOVERNANCE REPORT

~~Corporate governance~~

Carnival Corporation and Carnival plc (together referred to as “Carnival Corporation & plc”) operate under a dual listed company arrangement with primary listings in the U.S. and the UK. Accordingly, Carnival Corporation & plc has implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. Where there are customs or practices that differ between the two countries, Carnival Corporation & plc has nonetheless sought to be compliant with UK best practices whenever possible. Carnival Corporation & plc believes that its resulting corporate governance framework effectively addresses the corporate governance requirements of both the U.S. and the UK.

~~Corporate Governance Guidelines~~

Carnival Corporation & plc has adopted corporate governance guidelines (the “Guidelines”) that set forth the general governance principles approved by the boards of directors. These principles are available on Carnival Corporation & plc’s Web site and are summarized as follows:

~~A majority of the members of each of the boards~~

Corporate Governance

Carnival Corporation and Carnival plc (together referred to as “Carnival Corporation & plc”) operate under a dual listed company (“DLC”) arrangement with primary listings in the U.S. and the UK. Accordingly, Carnival Corporation & plc has implemented a single corporate governance framework consistent, to the extent possible, with the governance practices and requirements of both countries. Where there are customs or practices that differ between the two countries, Carnival Corporation & plc has nonetheless sought to be compliant with UK best practices whenever possible. Carnival Corporation & plc believes that their resulting corporate governance framework effectively addresses the corporate governance requirements of both the U.S. and the UK.

Corporate Governance Guidelines

Carnival Corporation & plc has adopted corporate governance guidelines (the “Guidelines”) that set forth the general governance principles approved by the Boards of Directors. The Guidelines are available on Carnival Corporation & plc’s website and are summarized as follows:

A majority of the members of each of the Boards must be independent in accordance with the corporate governance rules applicable to companies listed on the New York Stock Exchange and the London Stock Exchange.

The Boards will each have at all times an Audit Committee, a Compensation Committee, a Health, Environmental, Safety & Security (“HESS”) Committee and a Nominating & Governance Committee (collectively, the “Committees”). All the members of the Committees will be independent Directors under the criteria applicable to companies listed on the New York Stock Exchange, the London Stock Exchange and any other applicable regulatory requirements. Each Committee has its own written charter, which principally sets forth the purposes, goals and responsibilities of the Committees.

The Nominating & Governance Committees will review with the Boards, on an annual basis, the requisite skills and characteristics of new Board members, as well as the composition of the Boards as a whole. The Nominating & Governance Committees will assess and recommend Board candidates for appointment as Directors.

The responsibilities of the Directors are laid out in the Guidelines and cover matters such as the Directors’ duties to Carnival Corporation & plc and its shareholders, attendance at meetings and the annual review of Carnival Corporation & plc’s long-term strategic plans and the principal issues that Carnival Corporation & plc may face in the future.

TheNon-Executive Directors shall appoint a Senior Independent Director to preside at meetings of theNon-Executive Directors and at Board meetings in the absence of the Chairman, and to serve as the principal liaison forNon-Executive Directors.

Directors have free and full access to officers and employees of Carnival Corporation & plc, to the advice and services of the Company Secretary to the Boards and to independent professional advice at the expense of Carnival Corporation & plc.

The Compensation Committees will recommend the form and amount of Director and senior executive compensation in accordance with the policies and principles set forth in their charter and conduct an annual review thereof. In particular, the Compensation Committees will annually review the compensation of the Chief Executive Officer and his performance to enable the Chief Executive Officer to provide strong leadership for Carnival Corporation & plc in the short andlong-term.

~~The boards will each have at all times an Audit Committee, a Compensation Committee, a Health, Environmental, Safety & Security (“HESS”) Committee and a Nominating &~~Carnival plc Corporate Governance Committee (collectively, the “Committees”). All the members of the Committees will be independent directors under the criteria applicable to companies listed on the New York Stock Exchange, the London Stock Exchange and any other applicable regulatory requirements. Each Committee has its own written charter, which principally sets forth the purposes, goals and responsibilitiesReport

C-1

ANNEX C

The Boards and the Nominating & Governance Committees are responsible for Chief Executive Officer and board succession planning.

The Nominating & Governance Committees will maintain orientation programs for new Directors and continuing education programs for all Directors.

The Boards will conduct an annual performance evaluation to determine whether they, their Committees and individual Directors are functioning effectively.

TheNon-Executive Directors will meet at least annually under the direction of the Senior Independent Director to conduct an appraisal of the Chairman’s performance.

All shareholders may communicate with the Boards by addressing all communications to the Company Secretary, who must forward any item requiring immediate attention to the Senior Independent Director, who must in turn notify the Boards of any matters for discussion or action as appropriate.

Carnival Corporation & plc monitors governance developments in the U.S. and the UK to support a vigorous and effective corporate governance framework.

Set out below is a statement of how Carnival Corporation & plc has applied the main principles of the UK Corporate Governance Code published by the UK Financial Reporting Council in April 2016 (the “Corporate Governance Code”) during the year ended November 30, 2017. A copy of the Corporate Governance Code is available on the website of the UK Financial Reporting Council at www.frc.org.uk. The requirements of rule 7.2.6R of the UK Listing Authority’s Disclosure Guidance and Transparency Rules sourcebook can be found in the Carnival plc Directors’ Report attached as Annex A to the Proxy Statement.

Board Composition

Each of the Boards of Directors is currently comprised of 11 members, of which two are Executive Directors and nine areNon-Executive Directors. Except for Jason Glen Cahilly, who was appointed to the Boards in July 2017, each member of the Boards has served for the full year. All Directors are required to submit themselves for annualre-election. The biographical details of the members of the Boards standing for election orre-election and their qualifications to serve as Board and Committee members are contained in the Proxy Statement. All Directors elected in 2016 have been subject to a formal performance evaluation during the year, as described below.

As of the date of this Carnival plc Corporate Governance Report, 27% of the members of the Boards are women (being three of 11 members).

Board Balance and Independence

As part of the Boards’ annual independence assessment, each Director was required to complete an independence questionnaire. All questionnaires were reviewed and assessed by the full Board. Following this review, all of the nine nominees for election orre-election asNon-Executive Directors are considered by the Boards to be independent in accordance with the corporate governance rules of the New York Stock Exchange and the London Stock Exchange. Richard J. Glasier, Sir John Parker, Stuart Subotnick and Laura Weil have beenNon-Executive Directors for more than nine years from the date of their first election to the Boards. However, notwithstanding this fact, the Boards have determined that each of those Directors is independent for the reasons set forth below.

Consistent with U.S. practice, the Boards believe that length of tenure should be only one of the factors considered with respect to the independence of Directors and, accordingly, that tenure alone should not result in the loss of independence. The Boards believe that automatic loss of independence status for Directors due to tenure would effectively operate as a term limit for independent Directors and result in the loss of the valuable contributions of Directors who have been able to develop, over time,


C-2				Carnival plc Corporate Governance Report

ANNEX C

increasing insight into Carnival Corporation & plc and its operations. The Boards prefer to rely on rigorous annual evaluations of individual Directors to review their objectivity and independence, as well as their overall effectiveness as Directors. All Directors are also subject to annualre-election by shareholders following individual evaluations and recommendations by the Nominating & Governance Committees.

Directors’ Indemnities

As at the date of this Carnival plc Corporate Governance Report, indemnities are in force under which Carnival Corporation & plc has agreed to indemnify the Directors of Carnival Corporation & plc, to the extent permitted by law and the Third Amended and Restated Articles of Incorporation of Carnival Corporation and the Articles of Association of Carnival plc, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as Directors of Carnival plc. Carnival Corporation & plc maintains insurance to indemnify the Directors when it is unable to do so due to insolvency or as a result of a derivative suit.

Board Procedures and Responsibilities

Meetings of the Boards are held on a regular basis to enable the Boards to properly discharge their responsibilities. During the year ended November 30, 2017, the Board of Directors of Carnival plc held a total of seven meetings. All Board meetings during the year were attended by the full Board except Mr. Cahilly, who attended the two meetings held following his appointment to the Boards. In addition, theNon-Executive Directors meet periodically during the year with the Chairman of the Boards with no other Executive Directors present. The agenda for each Board meeting and meeting schedules are prepared by the Chairman and reviewed and approved by the Senior Independent Director, to enable the flow of relevant information to the Boards. Each Board member is entitled to suggest the inclusion of items on the agenda and to raise at any Board meetings subjects that are not on the agenda for that meeting.

In 2006, the Boards created a program to provide Directors with direct knowledge and contact with our operating groups and their respective management teams. Each year, the Senior Independent Director assigns Directors to one of the four teams (“Director Teams”) designated for our operating groups. Each Director Team meets with senior management of their assigned operating group at its headquarters for intensive operational and strategy meetings and to tour local facilities. The Directors are rotated among the Director Teams annually to ensure exposure to all of the operating units.

Non-Executive Directors are required to allocate sufficient time to meet the expectations of their role. The consent of the Chairman and the Senior Independent Director must be sought before accepting additional directorships that might affect the time aNon-Executive Director of Carnival Corporation & plc is able to devote to that role.

The Boards have resolved that Executive Directors may not serve as aNon-Executive Board member on more than one FTSE 100 or Fortune 100 company nor as the Chair of such a company.

Board Structures and Delegation to Management

The basic responsibility of the Directors is to exercise their business judgment in the way they consider, in good faith, would be most likely to promote the success of Carnival Corporation & plc and for the benefit of the shareholders as a whole. Further details of the responsibilities of the Directors are set out in the Guidelines. The Boards have a formal schedule of matters specifically reserved to them for decision, which includes the approval of:

annual, interim and quarterly results and financial statements;

~~The Nominating &~~Carnival plc Corporate Governance Committees will review with the boards, on an annual basis, the requisite skills and characteristics of new board members, as well as the composition of the boards as a whole. The Nominating & Governance Committees will assess and recommend board candidates for appointment as directors.Report

C-3

ANNEX C

dividends;

significant changes in accounting policy;

material acquisitions and disposals;

material agreements;

major capital expenditures;

annual operating plans;

strategic plans;

treasury policy;

risk management policy;

material changes to employee incentive plans as well as approval of share awards or other share-related benefits; and

health, environmental, safety, security and sustainability policies.

Details of the Committees of the Boards are set out in the section below. In addition, any matters reserved for the Boards that arise between formal Board meetings that need to be resolved are delegated to an Executive Committee, comprising two Executive Directors and aNon-Executive Director.

The strategic management and direction of, and significant commercial decisions in relation to, global operations of Carnival Corporation & plc, except to the extent reserved to the full Boards under their schedule of reserved matters, is delegated by the Boards to the Boards of subsidiary companies within the group and to management committees of the Boards, which in turn delegate to local management as appropriate.

Committees of the Boards

The following Committees have operated throughout the year. Each Committee has a written charter, copies of which can be found on Carnival Corporation & plc’s website at www.carnivalcorp.com or www.carnivalplc.com.

Audit Committees

Until July 18, 2017, the Audit Committees of the Boards are comprised of the following four independentNon-Executive Directors: Richard J. Glasier (Chair), Stuart Subotnick, Laura Weil and Randall J. Weisenburger. On July 18, 2017, Jason Glen Cahilly joined the Audit Committees. As a result, the Audit Committees are currently comprised of five independentNon-Executive Directors. The Board of Carnival plc has determined that each member of the Audit Committees has “recent and relevant financial experience” for the purposes of the Corporate Governance Code and that the Audit Committees as a whole have competence relevant to the sector in which Carnival Corporation & plc operate. The qualifications of each member of the Audit Committees are contained in the Proxy Statement.

During the year, 14 meetings of the Carnival plc Audit Committee were held, which were attended by all members, except for Mr. Cahilly who attended all five meetings held following his appointment to the Audit Committees. The Chief Financial Officer and Chief Accounting Officer, the General Counsel and the Chief Audit Officer, who is responsible for the internal audit function and enterprise risk management facilitation within Carnival Corporation & plc, and representatives from the external auditors normally attend meetings at the invitation of the Audit Committees.

The main role and responsibilities of the Audit Committees are to review:

the principal risks or exposures of Carnival Corporation & plc (other than health, environmental, safety, security and sustainability matters);

~~The responsibilities of the directors are laid out in the Guidelines and cover matters such as the directors’ duties to~~
C-4 Carnival ~~Corporation &~~ plc and its shareholders, attendance at meetings and the annual review of Carnival Corporation & plc’s long-term strategic plans and the principal issues that Carnival Corporation & plc may face in the future.
The non-executive directors shall appoint a Senior Independent Director to preside at meetings of the non-executive directors and at board meetings in the absence of the Chairman, and to serve as the principal liaison for non-executive directors.
Directors have free and full access to officers and employees of Carnival Corporation & plc, to the advice and services of the Company Secretary to the boards and to independent professional advice at the expense of Carnival Corporation & plc.
The Compensation Committees will recommend the form and amount of director and senior executive compensation in accordance with the policies and principles set forth in its charter and conduct an annual review thereof. In particular, the Compensation Committees will annually review the compensation of the Chief Executive Officer (“CEO”) and his performance to enable the CEO to provide strong leadership for Carnival Corporation & plc in the short and long-term.
~~The boards and the Nominating & Governance Committees are responsible for CEO succession planning.~~
~~The Nominating & Governance Committees will maintain orientation programs for new directors and continuing education programs for all directors.~~
~~The boards will conduct an annual performance evaluation to determine whether they, their Committees and individual directors are functioning effectively.~~
~~The non-executive directors will meet at least annually under the direction of the Senior Independent Director to conduct an appraisal of the Chairman’s performance.~~
All shareholders may communicate with the boards by addressing all communications to the Company Secretary, who must forward any item requiring immediate attention to the Senior Independent Director, who must in turn notify the boards of any matters for discussion or action as appropriate.
~~Carnival Corporation & plc monitors governance developments in the U.S. and the UK to support a vigorous and effective corporate governance framework.~~
~~Set out below is a statement of how Carnival Corporation & plc has applied the main principles of the UK~~ Corporate Governance Code (formerly known as the Combined Code) published by the UK Financial Reporting Council in September 2012 (the “Corporate Governance Code”) during the year ended November 30, 2014. A copy of the Corporate Governance Code is available on the Web site of the UK Financial Reporting Council at www.frc.org.uk. The requirements of rule 7.2.6R of the UK Listing Authority’s Disclosure and Transparency Rules can be found in the Carnival plc Directors’ Report ~~in Annex A of the proxy statement.~~

ANNEX C

the adequacy of internal controls;

the quarterly, interim and annual consolidated financial statements;

the viability and going concern statements;

any formal announcements relating to the Carnival Corporation & plc’s financial performance; and

the appointment, replacement, reassignment or dismissal of the Chief Audit Officer.

In addition, our Audit Committees:

liaise with, appoint and assess the effectiveness and independence of, the external auditors;

assist the Boards, if so requested, in ensuring that the annual report and accounts of Carnival plc, taken as a whole, is fair and balanced and understandable and provides the information necessary for shareholders of Carnival plc to assess Carnival plc’s position and performance, business model and strategy;

review compliance with the Carnival Corporation & plc Code of Business Conduct and Ethics; and

establish and monitor the procedures for receipt of employee complaints regarding any alleged fraud or violations of law.

In fulfilling their responsibilities during the year, the Audit Committees have, among other things:

reviewed the quarterly and annual financial results of Carnival Corporation & plc, including accounting matters and key factors affecting financial results and future forecasts;

reviewed financial statements and related disclosures, and other proposed filings with the U.S. Securities and Exchange Commission and draft earnings press releases of Carnival Corporation & plc;

reviewed the form and content of the annual reports and accounts, including the Strategic Report (including the going concern confirmation, the viability statement, the assessment of internal controls and principal risks, and the annual risk management and/or mitigation of principal risks), financial statements and Directors’ Report, to be presented to shareholders of Carnival plc at the year end;

reviewed the form and content of the half year reports (including the going concern confirmation);

approved, together with the Boards of Directors, the viability and going concern statements;

confirmed receipt of certification letters, disclosure controls and procedure checklists and loss contingency memos from all reporting units;

received briefings on Carnival Corporation & plc’s Sarbanes-Oxley 404 compliance program;

reviewed reporting from the independent auditors concerning the audit work performed, identified internal control deficiencies and accounting issues, and all relationships between the independent auditors and Carnival Corporation & plc;

reviewed and approved fees for audit andnon-audit related services provided by Carnival Corporation & plc’s independent auditors;

received and reviewed various reports from the independent auditors regarding the planning, status, execution and conclusions of their work;

received reporting, as well as quarterly briefings, from the Carnival Corporation & plc internal audit department called Risk Advisory & Assurance Services (“RAAS”) concerning results from their internal audit work and assigned investigations, including significant findings, any identified internal control deficiencies and management plans for remedial action;

reviewed reports of RAAS regarding the results of its independent internal investigations of alleged impropriety as assigned by the General Counsel;

reviewed RAAS’s company-wide audit risk assessment, historical audit coverage and audit plan for the upcoming year;

~~Board composition~~

Each of the boards of directors is currently comprised of nine members, of which two are executive directors and seven are non-executive directors. All directors are required to submit themselves for annual re-election. The biographical details of the members of the boards standing for re-election and their qualifications to serve as board and committee members are contained in the proxy statement to which this report is annexed. All directors serving during the year ended November 30, 2014 have been subject to a formal performance evaluation during the year, as described below.

As of the date of this report, 22% of the members of the boards are women (being two of nine members). The boards have expressed their intent to fill future board vacancies with female candidates, where skill set and relevant experience for the particular vacancy can be met to achieve a target of 25% female by the end of 2015. This is consistent with the aspirational target for FTSE 100 boards recommended in the Davies Review published in the UK in February 2011, entitled “Women on Boards.”

~~Board balance and independence~~

~~As part of the boards’ annual independence assessment, each director was required to complete an independence questionnaire. All questionnaires were~~ reviewed and assessed by full board. Following this review, all of the seven nominees for re-election as non-executive directors are considered by the boards to be independent in accordance with the corporate governance rules of the New York Stock Exchange and the London Stock Exchange. Richard J. Glasier, Sir John Parker and Stuart Subotnick have been non-executive directors for more than nine years from the date of their first election to the board of Carnival Corporation. However, notwithstanding this fact, the boards have determined that each of those directors is independent for the reasons set forth below.

Consistent with U.S. practice, the boards believe that length of tenure should be only one of the factors considered with respect to the independence of directors and, accordingly, that tenure alone should not result in the loss of independence. The boards believe that automatic loss of independence status for directors due to tenure would effectively operate as a term limit for independent directors and result in the loss of the valuable contributions of directors who have been able to develop over time increasing insight into Carnival Corporation & plc and its operations. The boards prefer to rely on rigorous annual evaluations of individual directors to review their objectivity and independence, as well as their overall effectiveness as directors. All directors are also subject to annual re-election by shareholders following individual evaluations and recommendations by the Nominating & Governance Committees.

~~Directors’ indemnities~~

As at the date of this report, indemnities are in force under which Carnival Corporation & plc have agreed to indemnify the directors of Carnival Corporation & plc, to the extent permitted by law and the Third Amended and Restated Articles of Incorporation of Carnival Corporation and the Articles of Association of Carnival plc, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as directors of Carnival plc.

~~Board procedures and responsibilities~~

Meetings of the boards are held on a regular basis to enable the boards to properly discharge their responsibilities. During the year ended November 30, 2014, the board of directors of Carnival plc held a total of six meetings. All board meetings during the year were attended by the full board, with the exception of Stuart Subotnick who attended five of the six meetings. In addition, the non-executive directors meet periodically during the year with the Chairman of the boards with no other executive directors present.

The agenda for each board meeting and meeting schedules are prepared by the Chairman and reviewed and approved by Stuart Subotnick, the Senior Independent Director, to enable the flow of relevant information to the boards. Each board member is entitled to suggest the inclusion of items on the agenda and to raise at any board meetings subjects that are not on the agenda for that meeting.

Non-executive directors are required to allocate sufficient time to meet the expectations of their role. The consent of the Chairman and the Senior Independent Director must be sought before accepting additional directorships that might affect the time a non-executive director of Carnival Corporation & plc is able to devote to that role.

~~The boards have resolved that executive directors may not serve as a non-executive board member on more than one FTSE 100 or Fortune 100 company nor as the Chairman of such a company.~~

~~Board structures and delegation to management~~

The basic responsibility of the directors is to exercise their business judgment in the way they consider, in good faith, would be most likely to promote the success of Carnival Corporation & plc and for the benefit of the shareholders as a whole. Further details of the responsibilities of the directors are set out in the Guidelines. The boards have a formal schedule of matters specifically reserved to them for decision, which includes the approval of annual, interim and quarterly results and financial statements, dividends, significant changes in accounting policy, material acquisitions and disposals, material agreements, major capital expenditures, annual operating plans, strategic plans, treasury policy, risk management policy, material changes to employee incentive plans as well as approval of share awards or other share-related benefits, and health, environmental, safety, security and sustainability policies.

Details of the Committees of the boards are set out in the section below. In addition, any matters reserved for the boards that arise between formal board meetings that need to be resolved are delegated to an Executive Committee, comprising two executive directors and a non-executive director. Any resolutions made by the Executive Committee are presented for ratification by the board of directors at the next board meeting.

The strategic management and direction of, and significant commercial decisions in relation to, global operations of Carnival Corporation & plc, except to the extent reserved to the full boards under their schedule of reserved matters, is delegated by the boards to boards of subsidiary companies within the group and to management committees of the boards, which in turn delegate to local management as appropriate.

~~Committees of the boards~~

The following Committees have operated throughout the year. Each Committee has a written charter, copies of which can be found on Carnival Corporation & plc’s Web site at www.carnivalcorp.com or www.carnivalplc.com.

A~~UDIT~~ C~~OMMITTEES~~

The Audit Committees of the boards are comprised of the following four independent non-executive directors: Richard J. Glasier (chairman), Stuart Subotnick, Laura Weil and Randall J. Weisenburger. The board of Carnival plc has determined that Richard J. Glasier continues to have “recent and relevant financial experience” for the purposes of the Corporate Governance Code. The qualifications of each member of the Audit Committees are contained in the proxy statement to which this report is annexed.

The Audit Committees are typically scheduled to meet at least 13 times a year and at other times if required, with a minimum of four meetings per year as required by the Audit Committees’ charter. The Chief Financial Officer, the Chief Accounting Officer, the General Counsel and the Chief Audit Executive, who is responsible for the internal audit function and enterprise risk management facilitation within Carnival Corporation & plc, and representatives from the external auditors normally attend meetings at the invitation of the Audit Committees. During the year, 13 meetings of the Carnival plc Audit Committee were held, which were attended by all members of the Audit Committees, with the exception of Stuart Subotnick who attended 11 of the 13 meetings and Randall W. Weisenburger who attended 12 of the 13 meetings.

The main role and responsibilities of the Audit Committees are to review the significant risks or exposures of Carnival Corporation & plc (other than health, environmental, safety, security and sustainability matters), the adequacy of internal controls, the quarterly, interim and annual consolidated financial statements, any formal announcements relating to the Carnival Corporation & plc’s financial performance, the appointment, replacement, reassignment or dismissal of the Chief Audit Executive, to liaise with, appoint and assess the effectiveness and independence of, the external auditors assisting the boards, if so requested, in ensuring that the annual report and accounts of Carnival plc, taken as a whole, is fair and balanced and understandable and provides the information necessary for shareholders of Carnival plc to assess Carnival plc’s performance, business model and strategy and to review compliance with the Carnival Corporation & plc Code of Business Conduct and Ethics. The Audit Committees have established and monitor the procedures for receipt of employee complaints regarding any alleged fraud or violations of law.

~~In fulfilling their responsibilities during the year, the Audit Committees have, among other things:~~

~~Reviewed the quarterly and annual financial results of Carnival Corporation & plc, including accounting matters and key factors affecting financial results and future forecasts;~~

Reviewed financial statements and related disclosures, and other proposed filings with the U.S. Securities and Exchange Commission (“SEC”) and draft earnings press releases of Carnival Corporation & plc;

~~Reviewed the form and content of the financial statements, including the related disclosures, to be presented to shareholders of Carnival plc at the half year and at the year end;~~

~~Confirmed completion of certification letters, disclosure controls and procedure checklists and loss contingency memos from all reporting units;~~

~~Received briefings on Carnival Corporation & plc’s Sarbanes-Oxley 404 compliance program;~~

Reviewed reporting from the independent auditors concerning the audit work performed, identified internal control deficiencies and accounting issues, and all relationships between the independent auditors and Carnival Corporation & plc;

~~Reviewed and approved fees for audit and non-audit related services provided by Carnival Corporation & plc’s independent auditors;~~

~~Received and reviewed various reports from the independent auditors regarding the planning, status, execution and conclusions of their work;~~

Received reporting, as well as quarterly briefings from the Risk Advisory & Assurance Services (“RAAS”) Department concerning results from their internal auditing work. Reporting included significant findings, any identified internal control deficiencies and management plans for remedial action;

~~Reviewed~~ reports of ~~the~~ RAAS Department issued under the Carnival Corporation & plc’s enterprise risk management program, as well as the company-wide audit risk assessment, historical audit coverage and audit plan for the upcoming year;

~~Reviewed reports of the RAAS Department~~ concerning progress against their audit plan, department staffing and professional qualifications, and the status of management action plans for previously identified action steps;

~~Reviewed reports of the Global Information Technology Department regarding data security;~~

~~Reviewed the status of complaints received through Carnival Corporation & plc’s third-party administered hotline and other channels; and~~

~~Reviewed and approved certain swap transactions that are exempt from the clearing requirements under the Commodity Exchange Act, as amended, and reviewed our policies governing the use of such swaps.~~

C~~OMPENSATION~~ C~~OMMITTEES~~

~~The Compensation Committees of the boards are comprised of the following three independent non-executive directors: Randall J. Weisenburger (chairman), Richard J. Glasier and Laura Weil.~~

The Compensation Committees are scheduled to meet at least four times a year and at other times if required. Executive directors are invited to attend for appropriate items, but are excluded when their own performance and remuneration are being discussed and determined. During the year, six meetings of the Carnival plc ~~Compensation Committee were held, which were attended by all members of the Compensation Committees.~~Corporate Governance Report

The Compensation Committees are responsible for the evaluation and approval of the director and officer compensation plans, policies and programs of Carnival Corporation & plc. They annually review and approve corporate goals and objectives relevant to the CEO’s compensation and determine and approve the CEO’s compensation. They also annually determine and approve the compensation of all other executive directors and other senior officers and make recommendations to the boards with respect to the compensation of the non-executive directors. The Compensation Committees are empowered to retain compensation consultants of their choice to be used to assist in the evaluation of compensation issues.

~~HESS COMMITTEES~~

~~The HESS Committees of the boards are comprised of the following three independent non-executive directors: Sir John Parker (chairman), Sir Jonathon Band, and Debra Kelly-Ennis.~~

~~The HESS Committees are scheduled to meet at least~~

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reviewed reports regarding data security, including cybersecurity and privacy; and

reviewed the status of complaints received through Carnival Corporation & plc’s third-party administered hotline and other channels.

Compensation Committees

The Compensation Committees of the Boards are comprised of the following three independentNon-Executive Directors: Randall J. Weisenburger (Chair), Richard J. Glasier and Laura Weil.

During the year, four ~~times per year as required by the HESS Committees’ charter, and meet at other times if required. During the year, five~~ meetings of the Carnival plc Compensation Committees were held, which were attended by all members. Executive Directors are invited to attend for appropriate items, but are excluded when their own performance and remuneration are being discussed and determined.

The Compensation Committees are responsible for the:

evaluation and approval of the Director and officer compensation plans, policies and programs;

annual review and approval of the corporate goals and objectives relevant to the Chief Executive Officer’s compensation;

determination and approval of the compensation of the Chief Executive Officer, the other Executive Directors and other senior officers; and

recommendations to the Boards with respect to the compensation of theNon-Executive Directors.

The Compensation Committees are empowered to retain compensation consultants of their choice to be used to assist in the evaluation of compensation issues.

HESS Committees

Until November 31, 2017, Sir John Parker served as Chair of the HESS Committees. Effective December 1, 2017, Sir Jonathon Band was appointed Chair. The HESS Committees of the Boards are comprised of the following four independentNon-Executive Directors: Sir Jonathon Band, Helen Deeble, Debra Kelly-Ennis and Sir John Parker.

During the year, four meetings of the Carnival plc HESS Committee were held, which were attended by all members. The Chief Executive Officer and the Chief Executive Officers of our cruise brands also attend meetings of the HESS Committees.

The principal function of the HESS Committees is to assist the Boards in fulfilling their responsibility to:

supervise and monitor Carnival Corporation & plc’s health, environmental, safety, security and sustainability policies, programs, initiatives at sea and ashore; and

comply with legal and regulatory requirements relating to health, environmental, safety, security and sustainability.

The HESS Committees receive quarterly reporting regarding:

the status of Carnival Corporation & plc’s Environmental Compliance Plan, from the Carnival Corporation & plc Maritime Policy and Analysis Department; and

the HESS auditing program, which includes all of our vessels, as well as any instances ofnon-compliance and planned remedial action, focused HESS reviews and significant HESS incident investigations from RAAS.

Nominating & Governance Committees

Until January 16, 2018, the Nominating & Governance Committees of the Boards were comprised of the following four independentNon-Executive Directors: Stuart Subotnick (Chair), Richard J. Glasier, Sir John Parker and Randall J. Weisenburger. On January 17, 2018, Sir Jonathon Band was appointed

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Carnival plc ~~HESS Committee were held, which were attended by all members of the HESS Committees. The CEO and the chief executive officers of our cruise brands also attend meetings of the HESS Committees.~~

The principal function of the HESS Committees is to assist the boards in fulfilling their responsibility to supervise and monitor Carnival Corporation & plc’s health, environmental, safety, security and sustainability policies, programs, initiatives at sea and ashore, and compliance with legal and regulatory requirements relating to health, environmental, safety, security and sustainability. The HESS Committees receive quarterly reporting from the Carnival Corporation & plc Maritime Policy Department regarding the status of Carnival Corporation & plc’s Environmental Compliance Plan and from the RAAS Department regarding the vessel auditing program, as well as any instances of non-compliance and planned remedial action.

N~~OMINATING~~ ~~& GOVERNANCE~~ C~~OMMITTEES~~

The Nominating & Governance Committees of the boards are comprised of the following four independent non-executive directors: Stuart Subotnick (chairman), Richard J. Glasier, Sir John Parker and Randall J. Weisenburger. The qualifications of each member of the Nominating & Governance Committees are contained in the proxy statement to which this report is annexed.

The Nominating & Governance Committees meet periodically as required. During the year, four meetings of the Carnival plc Nominating & Governance Committee were held, which were attended by all members, with the exception of Stuart Subotnick who attended three of the four meetings.

The principal function of the Nominating & Governance Committees is to assess and recommend to the boards candidates for appointment as directors of Carnival Corporation & plc and members of the Committees and to assist the boards with CEO succession planning. Further details on the succession planning process and the Nominating & Governance Committees’ approach to diversity are contained in the proxy statement to which this report is annexed under the heading “Board Structure and Committee Meetings,” and which is incorporated by reference into this Corporate Governance Report. They are also responsible for establishing procedures to exercise oversight of the evaluation of the boards and management and the maintenance of orientation programs for new directors, continuing education for all directors and for annually reviewing and reassessing the adequacy of the Guidelines and recommending any proposed changes to the boardsReport

ANNEX C

as a member of the Nominating & Governance Committees. As a result, since January 17, 2018, the Nominating & Governance Committees are comprised of five independentNon-Executive Directors. The qualifications of each member of the Nominating & Governance Committees are contained in the Proxy Statement.

During the year, five meetings of the Carnival plc Nominating & Governance Committee were held, which were attended by all incumbent members.

The principal function of the Nominating & Governance Committees is to:

assess and recommend to the Boards candidates for appointment as Directors and members of the Committees;

assist the Boards with Chief Executive Officer and Board succession planning;

establish procedures to exercise oversight of the evaluation of the Boards and management;

maintain orientation programs for new Directors and continuing education programs for all Directors; and

annually review and reassess the adequacy of the Guidelines and recommend proposed changes to the Boards for approval.

Further details on the succession planning process and the Nominating & Governance Committees’ approach to diversity are contained in the Proxy Statement under the heading “Nominations of Directors,” and which is incorporated by reference into this Carnival plc Corporate Governance Report.

Carnival plc Supplement to the Report of the Audit Committees

Certain information required to be included in the Carnival plc Report of the Audit Committee is set forth in the Report of the Audit Committees included in the Proxy Statement, and which is incorporated by reference into this Carnival plc Corporate Governance Report. The principal purpose of this Carnival plc Supplement to the Report of the Audit Committees is to comply with the Corporate Governance Code requirements, which are only applicable to Carnival plc.

Significant Accounting Judgments

The significant areas considered by the Carnival plc Audit Committee and discussed with the Carnival plc external auditors, PricewaterhouseCoopers LLP (“PwC”), for fiscal 2017 were as follows:

•

Impairment Reviews of AIDA Cruises (“AIDA”), Costa Cruises (“Costa”) and Cunard Goodwill: The Audit Committee considered whether the carrying value of these brands’ goodwill held by Carnival plc should be impaired. The judgment in relation to the impairment assessments largely relates to the assumptions underlying the calculation of the fair value less the cost of selling (market participant) model. The Audit Committee evaluated the key assumptions related to net revenue yields, net cruise costs, capacity changes, weighted-average cost of capital and long-term growth rates. The Audit Committee performed this evaluation using reports received from management outlining the basis for assumptions used, including the strategic plan and sensitivity analysis. The Audit Committee determined that these key assumptions were reasonable and that these brands’ goodwill was not impaired as of July 31, 2017 and that appropriate disclosures have been made in the Carnival plc ~~Report~~consolidated IFRS financial statements (see Note 11).

•

Impairment Reviews of Certain Costa, P&O Cruises (Australia) and P&O Cruises (UK) Ships. The Audit Committee considered whether the carrying value of certain ships within these brands may be impaired. The judgment in relation to impairment largely relates to the assumptions underlying the calculation of the value in use of the ship being tested for impairment, primarily whether the strategic plan for these ships is achievable and the overall macroeconomic assumptions that underpin the valuation process. The Audit Committee ~~is set forth~~evaluated the key assumptions related to

Carnival plc Corporate Governance Report

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net revenue yields, net cruise costs, including fuel prices, life of these ships, estimated sale proceeds and sale date and changes in strategy, including decisions about the transfer of ships between brands. The Audit Committee addressed these matters using reports received from management outlining the basis for assumptions used, including the strategic plan and sensitivity analysis. The strategic plan for these ships used in the ~~Report of~~calculation was reviewed by the Audit ~~Committees~~Committee. The Audit Committee has determined that ~~can be found on page 80 of~~ the ~~proxy statement to which this report is annexed,~~judgments made by management in arriving at the impairment charge for the year are reasonable and which is incorporated by reference into this Corporate Governance Report. The principal purpose of this Carnival plc Supplement to the Report of the Audit Committees is to comply with the Corporate Governance Code requirements, which are only applicable to Carnival plc.

~~Significant accounting judgments~~

~~The significant areas considered by~~that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see Note 10).

•

Risks of Fraud in Relation to Revenue Recognition. The Audit Committee considered the presumed risks of fraud as defined by auditing standards and ~~discussed with~~was satisfied that there were no significant issues.

•

Investment in Subsidiaries. During the year, Carnival plc ~~external auditors, PricewaterhouseCoopers LLP (“PwC”), for fiscal 2014~~identified adjustments to investment in subsidiaries, intercompany and cumulative exchange movements within the translation reserves. The Audit Committee has determined that the judgments made in arriving at the conclusion that these adjustment are not material to the current or historical Carnival plc company-only financial statements, are reasonable and that appropriate disclosures have been made in those financial statements (see Note 13).

External Auditors and Audit Tendering

The Audit Committees have the responsibility for making a recommendation on the appointment, reappointment and removal of the external auditors. PwC was recommended by the Audit Committees for reappointment as auditors of Carnival plc at the Annual General Meeting held in April 2017, and reappointment was approved by the shareholders. The Audit Committees also reappointed PwC as Carnival Corporation’s independent registered certified public accounting firm, as ratified by the shareholders at the April 2017 Annual General Meeting. In addition, the policy of the Audit Committees is to undertake a formal assessment of the auditor’s objectivity and independence each year, which includes:

a review ofnon-audit services provided and related fees;

discussion with the auditors pertaining to a written report detailing all relationships with Carnival Corporation & plc and any other party that could affect the independence or the objectivity of the auditors; and

evaluation with the Boards and management of the effectiveness of the external audit process.

PwC has served as Carnival Corporation’s independent auditor from 1986 to 2002. In 2003, following formation of the DLC arrangement between Carnival Corporation and Carnival plc, the independent audits for the consolidated entity, Carnival Corporation & plc, and Carnival plc were tendered. Deloitte & Touche LLP, KPMG LLP and PwC participated in these tenders. Upon completion of this tender process, the Audit Committees decided to recommend to the shareholders that PwC be appointed as the Carnival Corporation and Carnival plc independent auditors for fiscal 2003. The Audit Committees annually evaluate PwC’s performance and have each year recommended that the shareholders vote for the reappointment of PwC as Carnival plc’s independent auditors.

Carnival plc is also subject to European Union (“EU”) regulations regarding this matter, which apply to fiscal 2017. The relevant EU regulation and UK implementing legislation (the Statutory Auditors and Third Country Auditors Regulations 2016) require statutory auditors to rotate after a period of 20 years and include a mandatory competitive tender of audit firms at the 10 year midpoint. The EU regulation, Statutory Auditors and Third Country Auditors Regulations 2016 and CMA Order also set out transitional rules that determine the latest date for the initial rotation or tender process. PwC has been Carnival plc’s auditor since fiscal 2003, so the transitional rules state that they may not be reappointed more than nine years after June 2014, effectively meaning that the audit firm must be changed for the fiscal 2024 audit at the latest.


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As a result, the Audit Committees currently intend to tender the independent audits for the consolidated entity, Carnival Corporation & plc, and Carnival plc in 2022 for the 2024 audits.

Our reasons for not putting the audits out for tender until 2022 for the fiscal 2024 audits and for recommending that PwC be appointed Carnival plc’s auditor for 2018 are as follows:

•

~~Impairment Reviews of Costa Cruises and Cunard Goodwill.~~ The Audit Committee considered whether the carrying value of Costa Cruises and Cunard goodwill held by Carnival plc should be impaired. The judgment in relation to the impairment assessment largely relates to the assumptions underlying the calculation of the fair value less the cost of selling (market participant) model. The Audit Committee evaluated the key assumptions related to net revenue yields; net cruise costs, including fuel prices; capacity changes; weighted-average cost of capital and long-term growth rates. The Audit Committee performed this evaluation using reports received from management, including the approved plan, outlining the basis for assumptions used. The Audit Committee determined that these key assumptions were reasonable and that the Costa Cruises and Cunard goodwill was not impaired as of July 31, 2014 and that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see note 11).

PwC is one of the largest independent audit firms in the world. In addition, PwC is uniquely qualified because they are the auditors of the three largest public cruise companies in the world, which comprise over 75% of the global cruise industry. As such, it has an exceptional level of understanding of the cruise industry, the significant accounting principles used by it and the economic environment in which it operates.

•

~~Impairment Reviews of Certain Costa Cruises, Ibero Cruises and P&O Cruises (UK) Ships.~~ The Audit Committee considered whether the carrying value of certain ships within these fleets may be impaired. The judgment in relation to impairment largely relates to the assumptions underlying the calculation of the fair value less the cost of selling the ship being tested for impairment, primarily whether the strategic plan for these ships is achievable and the overall macroeconomic assumptions that underpin the valuation process. The Audit Committee evaluated the key assumptions related to net revenue yields; net cruise costs, including fuel prices; life of these ships; estimated sale values; probability of sale occurring; and discount rate. The Audit Committee addressed these matters using reports received

Carnival Corporation & plc has periodically undertaken internal surveys to confirm PwC’s qualifications and performance, the quality and candor of their communication with the Audit Committees and management and their independence, objectivity and professional skepticism. The results of these surveys have supported the Audit Committees’ and management’s recommendations to appoint PwC as the independent auditors of Carnival Corporation & plc and Carnival plc.

PwC’s lead audit engagement partner for Carnival Corporation & plc and the engagement partner for Carnival plc are rotated from the engagement at least every five years. The PwC engagement partners working on subsidiaries are rotated from these engagements at least every seven years or in the case of significant EU subsidiaries, for the periods beginning on or after June 17, 2016, the engagement partners will be rotated at least every five years. The Audit Committees actively participate in the selection of the lead audit engagement partner. The Audit Committees and management believe the partner rotations support an independent auditor view of our operations and provide fresh insights into the audit processes.

The Audit Committees meet regularly with PwC in executive sessions, where management is not present. These executive sessions, which are not required under UK or U.S. regulations, further support PwC’s independence from management.

The Audit Committees’ Key Policies and Procedures establish a framework to monitor and maintain PwC’s independence. These Key Policies and Procedures require, among other things,pre-approval from the Audit Committees for audit and permissiblenon-audit services prior to the performance of any such services in accordance with UK and U.S. regulations. The Audit Committees only approve services to be provided by PwC that are consistent with these regulations, which helps to support auditor independence.

The communication between the Audit Committees and PwC has been timely and informative, which has assisted the Audit Committees in the performance of their oversight responsibilities.

The Audit Committees and management believe that PwC has performed the audits of Carnival Corporation & plc and Carnival plc with proper professional skepticism and demonstrated the necessary knowledge, experience and skills to meet their audit requirements.

Based on the review and analysis of audit fees of comparable public companies, the Audit Committees and management believe the PwC audit fees are competitive.

The Audit Committees continue to be confident that the effectiveness and independence of the external auditors is not impaired in any way. There are no contractual restrictions on the choice of external auditor and, therefore, a resolution proposing the reappointment of PwC as external auditors will be put to the Carnival plc shareholders at the 2018 Annual General Meeting.

from management outlining the basis for assumptions used. The strategic plan for these ships used in the calculation was reviewed by the Audit Committee. The Audit Committee has determined that the judgments made by management are reasonable and that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see note 10).

•

~~The January 2012 ship incident.~~ The Audit Committee considered whether the exposure to wreck removal costs, environmental site restoration and legal claims and the amounts recoverable under insurance are appropriate. The Audit Committee received briefings of the expected future costs, legal claims received and paid and reports from the insurance companies on the status of payments and claims. The Audit Committee has agreed the approach for the estimation of these costs and recoverable amounts with management and determined that the judgments made by management are reasonable and that appropriate disclosures have been made in the Carnival plc consolidated IFRS financial statements (see note 1).

•

~~Risks of fraud in relation to revenue recognition.~~ ~~The Audit Committee considered the presumed risks of fraud as defined by auditing standards and was satisfied that there were no significant issues.~~

~~External auditors and audit tendering~~

The Audit Committees have the responsibility for making a recommendation on the appointment, reappointment and removal of the external auditors. PwC was recommended by the Audit Committees for reappointment as auditors of Carnival plc at the annual general meeting held in April 2014, and reappointment was approved by the shareholders. The Audit Committees also reappointed PwC as Carnival Corporation’s independent registered certified public accounting firm, as ratified by the shareholders at the April 2014 annual general meeting. In addition, the policy of the Audit Committees is to undertake a formal assessment of the auditor’s independence each year, which includes:

~~a review of non-audit services provided and related fees;~~

~~evaluation with the boards and management of the effectiveness of the external audit process.~~

PwC has served as Carnival Corporation’s independent auditor from 1986 to 2002. In 2003, following formation of the DLC arrangement between Carnival Corporation and Carnival plc, the independent audits for the consolidated entity, Carnival Corporation & plc, and Carnival plc were tendered. Deloitte & Touche LLP, KPMG LLP and PwC participated in these tenders. Upon completion of this tender process, the Audit Committees decided to recommend to the shareholders that PwC be appointed as the Carnival Corporation and Carnival plc independent auditors for fiscal 2003, an annual recommendation that has continued through to this date.

The comply-or-explain provision in the Corporate Governance Code on audit tendering continues to apply to Carnival plc this year and Carnival plc has also had to take account of the developments in this area from both the European Union (“EU”) and the UK Competition and Markets Authority’s (“CMA”), which will affect Carnival plc from 2016 onwards. The EU rules are subject to a detailed implementation process in the UK, as in other member states.

The relevant EU regulation requires mandatory rotation of audit firms every ten years, but member states of the EU may instead allow a tender process as a result of which the incumbent may be reappointed after ten years for an additional ten years, in which case the audit firm must be replaced after 20 years at the latest. The UK Government has indicated that it plans to take up this option to provide for the extension of the maximum duration of the audit engagement to up to 20 years, subject to re-tending at least every ten years (the “Member State Option”). The EU regulation also sets out transitional rules that determine the latest date for the initial

rotation or tender process. PwC has been Carnival plc’s auditor since 2003, so the transitional rules state that they may not be reappointed more than nine years after June 2014, effectively meaning that the audit firm must be changed for the fiscal 2024 audit at the latest. In Carnival plc’s case, the CMA’s transitional rules have the same effect as the EU regulation.

The last audit tender was carried out in 2003. Going forward, Carnival plc will adopt a policy that complies with the Corporate Governance Code and the EU and CMA requirements and, providing that the UK Government takes up the Member State Option, Carnival plc will hold an audit tender at least every ten years and change auditors at least every 20 years. Our reasons for not putting the audits out for tender for fiscal 2015 are as follows:

The Audit Committees’ Key Policies and Procedures establish a framework to monitor and maintain PwC’s independence. These Key Policies and Procedures require, among other things, pre-approval from the Audit Committees for audit and permissible non-audit services prior to the performance of any such services in accordance with UK and U.S. regulations. The Audit Committees only approve services to be provided by PwC that are consistent with these regulations, which helps to support auditor independence.

~~The communication between the Audit Committees and PwC has been timely and informative, which has assisted the Audit Committees in the performance of their oversight responsibilities.~~

PwC is one of the largest independent audit firms in the world. In addition, PwC is uniquely qualified because they are the auditors for the three largest public cruise companies in the world, which comprise over 75% of the global cruise industry. As such, it has an exceptional level of understanding of the cruise industry, the significant accounting principles used by it and the economic environment in which it operates.

Carnival Corporation & plc have periodically undertaken internal surveys to confirm PwC’s qualifications and performance, the quality and candor of their communication with the Audit Committees and management and their independence, objectivity and professional skepticism. The results of these surveys have supported the Audit Committees’ and management’s recommendations to appoint PwC as the independent auditors of Carnival Corporation & plc and Carnival plc.

PwC’s lead audit engagement partner for Carnival Corporation & plc and its engagement partner for Carnival plc are rotated from the engagement at least every five years. The PwC subsidiary engagement partners are rotated from these engagements at least every seven years. The Audit Committees and management believe the partner rotations support an independent auditor view of our operations and provide fresh insights into the audit processes.

~~Based on the review and analysis of audit fees of comparable public companies, the Audit Committees and management believe the PwC audit fees are competitive.~~

The fees payable to PwC in respect of the audit and non-audit services provided to Carnival plc during fiscal 2014 were $1.8 million and $0.3 million, respectively. The policy on Audit Committee pre-approval and

~~permissible non-audit work of the independent auditors, are set out in the proxy statement~~The fees payable to PwC in respect of the audit andnon-audit services provided to Carnival plc during fiscal 2017 were $1.5 million and nil, respectively. The policy on Audit Committeepre-approval and permissiblenon-audit work of the independent auditors, are set out in the Proxy Statement under the heading “Independent Registered Certified Public Accounting Firm,” which is incorporated by reference into this Carnival plc Corporate Governance Report.

Carnival plc Corporate Governance Report

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ANNEX C

The Competition and Market Authority’s (“CMA”) Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (the “CMA Order”) applies to FTSE 350 companies for financial years beginning on or after January 1, 2015. Carnival plc confirms that it complied with the provisions of the CMA Order in fiscal 2017.

On behalf of the Audit Committee

Richard J. Glasier

~~Chairman~~Chair of the Audit Committee

January 29, 2018

Information and ~~professional development~~Professional Development

The Company Secretary is required to provide members of the ~~boards~~Boards with appropriate information in advance of each meeting and ~~directors~~Directors are required to devote adequate preparation time reviewing this information in advance of each meeting. The Company Secretary is also responsible for advising the ~~boards~~Boards through the Chairman on all corporate governance matters.

All ~~directors~~Directors have access to the advice and services of the Company Secretary and are permitted to obtain independent professional advice, at Carnival Corporation & plc’s expense, as he or she may deem necessary to discharge his or her responsibilities as a ~~director.~~Director. A ~~director~~Director is required to inform the Senior Independent Director of his or her intention to do so.

Directors are offered the opportunity to attend training programs of their choice. The subject matter and content of such programs are reviewed periodically during the year.

Board ~~performance evaluations~~Performance Evaluations

During fiscal ~~2014,~~2017, the Nominating & Governance Committees conducted performance evaluations of the ~~boards,~~Boards, the ~~boards’~~Boards’ Committees and the members of our ~~boards~~Boards of ~~directors.~~Directors. The performance review of Micky Arison, in his role as Chairman, was conducted separately by the ~~non-executive directors,~~Non-Executive Directors, led by the then Senior Independent Director, Stuart Subotnick, taking into account the view of the other ~~executive director.~~Executive Director.

As part of the ~~boards’~~Boards’ evaluation exercise, each ~~director~~Director was required to complete a questionnaire about the performance of the ~~boards~~Boards and their Committees. All questionnaires were reviewed and assessed by the Nominating & Governance Committees.

In addition, the Nominating & Governance Committees reviewed the individual performance of each ~~director~~Director focusing on his or her contribution to Carnival Corporation & plc, and specifically focusing on areas of potential improvement. In making their assessment, the Nominating & Governance Committees reviewed considerations of age, diversity, experience and skills in the context of the needs of the ~~boards,~~Boards, and with the aim of achieving an appropriate balance on the ~~boards.~~Boards.

The Nominating & Governance Committees also discussed and reviewed with ~~non-executive directors~~Non-Executive Directors any significant time commitments they have with other companies or organizations. In addition, the number of directorships held by ~~non-executive directors~~Non-Executive Directors was taken into account, in line with Carnival Corporation & plc’s policy on limiting multiple appointments.

The Nominating & Governance Committees reported the results of the reviews to the ~~boards,~~Boards, concluding that each ~~director~~Director was an effective member of the ~~boards~~Boards and had sufficient time to carry out properly their respective commitments to the ~~boards,~~Boards, their Committees and all other such duties as


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were required of them. It is the view of the Nominating & Governance Committees that the ~~boards~~Boards continued to operate effectively during fiscal ~~2014.~~2017.

During fiscal ~~2014,~~2017, the Nominating & Governance Committees also reviewed their own performance against their respective charters by completing questionnaires that were provided to the ~~Chairman~~Chair of the Nominating & Governance Committees. The results of such reviews were discussed among the members and reported to the ~~boards.~~Boards. The ~~boards~~Boards concluded that the Nominating & Governance Committees continued to function effectively and continued to meet the requirements of their respective charters.

The Corporate Governance Code requires that an externally facilitated evaluation on the ~~board’s~~Board’s effectiveness be undertaken at least once every third year. ~~We have considered~~During fiscal 2016, the Nominating & Governance Committees engaged The Governance Solutions Group, an independent third-party governance expert which has no other connection with Carnival Corporation & plc, to perform an assessment of the effectiveness of the Boards. The third-party governance expert interviewed each Director elected in ~~detail whether to satisfy this requirement during~~2016 and members of senior management who interact substantially with the ~~year, but could not conclusively determine that it would provide any incremental added value to~~Board, reviewed the ~~traditional evaluation process~~results of the assessment with the incumbent Senior Independent Director and ~~how this would deliver significant benefit. We continue to believe that our internal evaluation process is both robust~~then organized and ~~thorough and, therefore, we have decided not to have an externally facilitated evaluation~~summarized the assessment for ~~this year.~~discussion with the full Board.

Directors’ ~~remuneration~~Remuneration

The Carnival plc Directors’ Remuneration Report is presented in two parts, with Part I forming part of the ~~proxy statement to which this report is annexed~~Proxy Statement and Part II being attached as Annex B to ~~that proxy statement.~~the Proxy Statement. A resolution to approve the Carnival plc Directors’ Remuneration Report will be proposed at the ~~forthcoming annual general meeting.~~2018 Annual General Meeting.

Relations with ~~shareholders~~Shareholders

The formal channels of communication by which the ~~boards~~Boards communicate to shareholders the overall performance of Carnival Corporation & plc are the Annual Reports, Carnival plc half yearly financial report, joint Annual Report on Form10-K, joint Quarterly Reports on Form10-Q, ~~and~~ joint Current Reports on Form8-K, ~~the proxy statement~~ Proxy Statement and press releases.

Senior management and ~~non-executive directors~~Non-Executive Directors of Carnival Corporation & plc meet periodically with representatives of institutional shareholders to discuss their views and to enable the strategies and objectives of Carnival Corporation & plc to be well understood. Issues discussed with institutional shareholders include executive compensation, performance, business strategies and any corporate governance concerns.

Presentations are made to representatives of the investment community periodically in the U.S., the UK and elsewhere. Results of each fiscal quarter are reviewed with the investment community and others following each quarter on conference calls that are broadcast live over the Internet.

The ~~boards~~Boards receive periodic briefings from management regarding feedback and information obtained from Carnival Corporation & plc’s shareholders and brokers. During fiscal ~~2014,~~2017, Carnival Corporation & plc’s management ~~and its corporate brokers~~ made presentations to the ~~boards~~Boards regarding shareholder issues. The ~~boards’~~Boards’ members were also provided with copies of reports prepared by key market analysts.

Shareholders will have the opportunity at the ~~forthcoming annual general meeting,~~2018 Annual General Meeting, notice of which is contained in the ~~proxy statement to which this report is annexed,~~Proxy Statement, to put questions to the ~~boards,~~Boards, including the ~~Chairmen~~Chairs of the Committees of the ~~boards.~~Boards.

The ~~boards~~Boards have implemented procedures to facilitate communications between shareholders or interested parties and the ~~boards.~~Boards. Shareholders or interested parties who wish to communicate with the boards or the Senior Independent Director should address their communications to the attention of

Carnival plc Corporate Governance Report

C-11

ANNEX C

the Company Secretary of Carnival Corporation & plc at 3655 N.W. 87^th Avenue, Miami, Florida33178-2428 ~~U.S.A.~~ United States of America. The Company Secretary ~~maintains a log of all such communications and~~ promptly forwards to the Senior Independent Director ~~Stuart Subotnick,~~ those communications which the Company Secretary believes require immediate ~~attention, and also periodically provides the Senior Independent Director with a summary of all such communications and any responsive action taken.~~attention. The Senior Independent Director notifies the ~~boards~~Boards or the ~~Chairman~~Chair of the relevant Committees of the ~~boards~~Boards of those matters that he believes are appropriate for further action or discussion.

Annual ~~meetings~~Meetings of ~~shareholders~~Shareholders

As we have shareholders in both the UK and the U.S., we rotate the location of the ~~annual meetings~~Annual Meetings between the UK and the U.S. each year in order to accommodate shareholders on both sides of the Atlantic. Last year we held our ~~annual meetings~~Annual Meetings in the ~~United States,~~U.K., and this year we will be holding them in the ~~United Kingdom.~~U.S.

This year the ~~annual meetings~~Annual Meetings will be held at ~~Church House Conference Centre, Dean’s Yard, Westminster, London SW1P 3NZ,~~Four Seasons Hotel, 57 East 57^th Street, New York, New York 10022, United ~~Kingdom~~States of America on ~~Tuesday,~~Wednesday, April ~~14, 2015.~~11, 2018. The meetings will commence at ~~2:00 p.m. (BST)~~8:30 a.m. (EDT), and although technically two separate meetings (the Carnival plc meeting will begin first), shareholders of Carnival Corporation may attend the Carnival plc meeting and vice-versa.

We are also offering an audio ~~webcast~~replay of the ~~annual meetings. If you choose to listen to~~business portion of the ~~webcast, go to our Web site,~~Annual Meetings, which will be available shortly after the meetings at www.carnivalcorp.com or ~~www.carnivalplc.com, shortly before the start of the meetings and follow the instructions provided.~~www.carnivalplc.com.

~~Directors’ responsibility for financial statements~~

~~The statement of directors’ responsibilities in relation to the Carnival plc financial statements follows the Carnival plc Directors’ Report in Annex A of the proxy statement.~~

~~Going concern~~

~~Carnival Corporation & plc’s business activities~~Internal control and risk management objectives and policy, together with the factors likely to affect its future development, performance and position are set out in the “Strategic Report” that accompanies the Carnival plc consolidated IFRS financial statements. Within

A description of the Carnival Corporation & plc ~~DLC arrangement, understanding~~internal controls and risk management systems in relation to the financial ~~position of the Carnival plc group, its cash flows, liquidity position and borrowing facilities~~reporting process can ~~only~~ be ~~achieved by understanding the financial position of the DLC. Details of the DLC’s financial position, cash flows, liquidity position and borrowing facilities are set out~~found in the ~~Carnival Corporation & plc 2014 Annual~~Strategic Report that accompanies the Carnival plc consolidated IFRS financial statements under section 3. Internal Control and ~~specifically, in the consolidated balance sheets, consolidated statements of cash flows, note 5 to the consolidated financial statements and within Management’s Discussion and Analysis of~~Risk Assessment.

Directors’ Responsibility for Financial ~~Condition and Results of Operations (“MD&A”).~~Statements

The ~~review~~Statement of ~~future commitments and funding sources within the MD&A indicates that Carnival Corporation & plc is well positioned~~Directors’ Responsibilities in relation to meet its commitments and obligations for at least 12 months from the date of this report. In light of these circumstances, the directors have a reasonable expectation that Carnival Corporation & plc has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Carnival plc ~~consolidated IFRS~~ financial ~~statements.~~

~~Internal control and risk management~~

~~Internal control and risk management within Carnival Corporation & plc’s business units~~statements is an ongoing process embedded in each of the operations. It is designed to identify, evaluate and manage the significant risks faced by the units. A system of internal controls designed to be capable of responding quickly to evolving risksincluded in the ~~business has been established, comprising procedures for~~Carnival plc Directors’ Report attached as Annex A to the ~~prompt reporting~~Proxy Statement.

Statement of ~~significant and material internal control deficiencies together~~Compliance with the ~~appropriate remedial actions.~~Corporate Governance Code

Carnival Corporation & plc has adopted the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 1992 guidance for implementing its internal control framework as part of the Sarbanes-Oxley Act Section 404 compliance plan. COSO is considered to be the model internal control framework and references the same internal control objectives and components as are used by the 2005 Turnbull Guidance, which assists UK boards in assessing the effectiveness of a company’s risk and control processes under the Corporate Governance Code.

Senior management receives periodic information regarding internal control issues arising at the business units. The primary focus of this aspect of the system is the RAAS Department that is responsible for monitoring the process, ensuring that issues common to more than one business unit are identified and that all relevant matters are brought to the attention of the boards as a whole. In carrying out these functions, the RAAS Department is supported by the Global Accounting and Reporting Services and Corporate Legal Departments, as well as the CEO and the Chief Financial Officer (the “Certifying Officers”). The Certifying Officers are required by rules of the SEC to file written certifications on a quarterly basis certifying, among other items, that they have disclosed to the auditors and the Audit Committees all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Carnival Corporation & plc’s ability to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other employees who have a significant role in Carnival Corporation & plc’s internal control over financial reporting.

Under the UK rules, the directors of Carnival Corporation & plc are responsible for the Carnival Corporation & plc system of internal controls and for reviewing its effectiveness but recognize that any such system can provide only reasonable, and not absolute, assurance against material misstatement or loss. The Audit Committees review the adequacy of internal controls within Carnival Corporation & plc on an annual basis in accordance with the framework of internal control as set forth by COSO and mirrored within the 2005 Turnbull Guidance and in accordance with the charter of the Audit Committees.

The system of internal control was in place throughout fiscal 2014 and has continued in place up to the date of approval of this report. The system is designed to manage rather than eliminate the risk of failure to achieve business objectives. The boards confirm that they have performed their annual review of its effectiveness and that it is in compliance with the 2005 Turnbull Guidance. The boards’ review of the system of internal controls has not identified any significant failings or weaknesses, and therefore, no remedial actions are required.

~~Statement of compliance with the Corporate Governance Code published by the UK Financial Reporting Council in September 2012~~

~~Carnival Corporation & plc has complied with~~applied the main principles of the Corporate Governance Code and complied with its provisions throughout the year ended November 30, ~~2014,~~2017, with the following ~~exceptions:~~

~~there was no externally facilitated evaluation of the boards’ effectiveness;~~

~~there are no performance conditions attaching to the vesting of the majority of the outstanding equity-based awards;~~

until 2006, certain non-executive directors received share options and certain of those options remain outstanding, however, since 2007 all equity-based awards were made in the form of restricted shares or restricted share unit awards;

exception: annual bonuses of U.S. ~~executive directors~~Executive Directors form part of their pensionable ~~salary; and~~

~~there was no audit tender during 2014.~~

~~The above matters of non-compliance are~~salary (which is explained in the Carnival plc Directors’ Remuneration Report attached as Annex B to the ~~proxy statement, with the exception of the externally facilitated evaluation and audit tender, which are explained above in this Corporate Governance Report.~~Proxy Statement).

By order of the ~~board~~Board

Arnaldo Perez

Company Secretary

~~February 20, 2015~~

January 29, 2018
C-12 Carnival plc Corporate Governance Report

LOGO

ATTN: DOREEN FURNARI

3655 N.W. 87TH AVENUE

MIAMI, FL 33178-2428

VOTE BY INTERNET -www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:


		E35678-P01164			KEEP THIS PORTION FOR YOUR RECORDS


					DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

CARNIVAL CORPORATION

The Boards of Directors unanimously recommend that you cast your vote “FOR” Proposals 1-19.

For

Against

Abstain

1. To re-elect Micky Arison as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

2. To re-elect Sir Jonathon Band as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

For

Against

Abstain

3. To elect Jason Glen Cahilly as a Director of Carnival Corporation and as Director of Carnival plc.

☐

14. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm of Carnival Corporation.

☐

4. To re-elect Helen Deeble as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

5. To re-elect Arnold W. Donald as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

15. To authorize the Audit Committee of Carnival plc to determine the remuneration of the independent auditors of Carnival plc (in accordance with legal requirements applicable to UK Companies).

☐

6. To re-elect Richard J. Glasier as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

16. To receive the UK accounts and reports of the Directors and auditors of Carnival plc for the year ended November 30, 2017 (in accordance with legal requirements applicable to UK companies).

☐

7. To re-elect Debra Kelly-Ennis as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

8. To re-elect Sir John Parker as a Director of Carnival Corporation and as Director of Carnival plc.

☐

17. To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

☐

9. To re-elect Stuart Subotnick as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

18. To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).

☐

10. To re-elect Laura Weil as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

11. To re-elect Randall J. Weisenburger as a Director of Carnival Corporation and as a Director of Carnival plc.

☐

19. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs).

☐

12. To hold a (non-binding) advisory vote to approve executive compensation (in accordance with legal requirements applicable to U.S. companies).

☐

20. To transact such other business as may properly come before the meeting.

13. To approve the Carnival plc Directors’ Remuneration Report (in accordance with legal requirements applicable to UK companies).

☐

PERSONS WHO DO NOT INDICATE ATTENDANCE AT THE ANNUAL MEETING ON THIS PROXY CARD WILL BE REQUIRED TO PRESENT PROOF OF STOCK OWNERSHIP TO ATTEND.

Please indicate if you plan to attend this meeting.

☐

Yes

☐

(Please sign exactly as name appears above.)

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

E35679-P01164

CARNIVAL CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL ~~14, 2015~~11, 2018

The undersigned shareholders of Carnival Corporation hereby revoke all prior proxies and appoint Micky Arison and Arnaldo Perez, and each of them, proxies and attorneys in fact, each with full power of substitution, with all the powers the undersigned would possess if personally present, to vote all shares of common stock of Carnival Corporation which the undersigned is entitled to vote at the annual meeting of shareholders to be held on April ~~14, 2015~~11, 2018 or any postponement or adjournment of the annual meeting.

~~Please mark your vote as indicated in this example:~~ x

~~The boards of directors unanimously recommend that you cast your vote “FOR” Proposals 1-17.~~

1.	~~To re-elect Micky Arison as a director of Carnival Corporation and as a director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

2.	~~To re-elect Sir Jonathon Band as a director of Carnival Corporation and as a director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

3.	~~To re-elect Arnold W. Donald as a director of Carnival Corporation and as a director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

4.	~~To re-elect Richard J. Glasier as a director of Carnival Corporation and as a director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

5.	~~To re-elect Debra Kelly-Ennis as a director of Carnival Corporation and as a director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

6.	~~To re-elect Sir John Parker as a director of Carnival Corporation and as a director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

7.	~~To re-elect Stuart Subotnick as a director of Carnival Corporation and as a director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

8.	~~To re-elect Laura Weil as a director of Carnival Corporation and as a director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

9.	~~To re-elect Randall J. Weisenburger as a director of Carnival Corporation and as a director of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

~~10.~~

To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation.


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

~~11.~~

~~To authorize the Audit Committee of Carnival plc to agree the remuneration of the independent auditors of Carnival plc.~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

~~12.~~

~~To receive the UK accounts and reports of the directors and auditors of Carnival plc for the year ended November 30, 2014 (in accordance with legal requirements applicable to UK companies).~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

~~13.~~

~~To approve the fiscal 2014 compensation of the named executive officers of Carnival Corporation & plc (in accordance with legal requirements applicable to U.S. companies).~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

~~14.~~

~~To approve the Carnival plc Directors’ Remuneration Report for the year ended November 30, 2014 (in accordance with legal requirements applicable to UK companies).~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

~~15.~~

~~To approve the giving of authority for the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

~~16.~~

~~To approve the disapplication of pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies).~~


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

~~17.~~

To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs).


~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
¨	¨	¨

~~18.~~

~~In their discretion, the proxies are authorized to vote upon such other business as may come before the annual meeting, or any adjournment(s) thereof.~~


	~~Yes~~	No
~~Please indicate if you plan to attend the annual meeting.~~	¨	¨

~~PERSONS WHO DO NOT INDICATE ATTENDANCE AT THE ANNUAL MEETING ON THIS PROXY CARD WILL BE REQUIRED TO PRESENT PROOF OF STOCK OWNERSHIP TO ATTEND.~~

The shares represented by this Proxy will be voted as specified herein.If not otherwise specified, such shares will be voted by the proxies FOR Proposals ~~1-17.~~1-19.


~~Signature~~						~~Signature~~
~~(Please sign exactly as name appears above.)~~

~~Dated: ___________________, 2015~~

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Continued and to be signed on reverse side

~~Name of Shareholder (s)~~
~~2715-085-S~~
Annual General Meeting2715-118-SVOTING ID TASK ID SHAREHOLDER REFERENCE NUMBER
I/We, hereby appoint the Chairman of the meeting, or
as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Carnival plc (the Company) to be held on ~~Tuesday,~~Wednesday, April ~~14, 2015~~11, 2018 and at any adjournment of the meeting. I would like my proxy to vote on the resolutions proposed at the meeting as indicated on this proxy card.
Please indicate your vote by marking the appropriate boxes in black ink like ~~this:~~this X
Proposal For Against Abstain Proposal For Against ~~Abstain re-~~
1.Abstain1. To ~~elect~~re-elect Micky Arison as a ~~10.~~Director of 13. To ~~re-appoint~~approve the ~~UK firm of director of~~Carnival plc Directors’ Carnival Corporation and ~~PricewaterhouseCoopers LLP as~~ Carnival plc ~~independent auditors for Carnival plc and to ratify the selection of the US firm of PricewaterhouseCoopers LLP as the independent registered certified public accounting firm for Carnival Corporation~~
Remuneration Report 2. To re-elect Sir Jonathon Band as a ~~11.~~Director 14. To ~~authorize~~re-appoint the ~~Audit Committee~~UK firm of ~~the director~~ of Carnival Corporation and ~~board of directors of~~ Carnival plc ~~to Carnival plc agree the remuneration of the~~PricewaterhouseCoopers LLP as independent auditors of Carnival plc
and 3. To elect Jason Glen Cahilly as a Director of to ratify the selection of the U.S. firm of Carnival Corporation and Carnival plc PricewaterhouseCoopers LLP as the 4. To re-elect Helen Deeble as a Director of independent registered certified public Carnival Corporation and Carnival plc accounting firm of Carnival Corporation 5. To re-elect Arnold W. Donald as a ~~12.~~Director 15. To authorize the Audit Committee of of Carnival Corporation and Carnival plc Carnival plc to determine the remuneration 6. To re-elect Richard J. Glasier as a Director of the independent auditors of Carnival plc of Carnival Corporation and Carnival plc 16. To receive the UK accounts and reports ~~director~~of 7. To re-elect Debra Kelly-Ennis as a Director the Directors and auditors of Carnival plc of Carnival Corporation and ~~of the directors and auditors of~~ Carnival ~~Carnival plc~~ plc for the year ended November 30, ~~2014~~
~~4. To re-elect Richard J. Glasier as a 13. To approve the fiscal 2014 compensation director of Carnival Corporation and of the named executive officers of Carnival plc Carnival Corporation & plc~~
5. To re-elect Debra Kelly-Ennis as a 14. To approve the Carnival plc Directors’ director of Carnival Corporation and Remuneration Report as set out in the Carnival plc annual report for the year ended November 30, 2014
6.2017 8. To re-elect Sir John Parker as a ~~15.~~Director of 17. To approve the giving of authority for ~~director of~~the Carnival Corporation and ~~the~~Carnival plc allotment of new shares by Carnival ~~Carnival~~ plc ~~plc~~
7.9. To re-elect Stuart Subotnick as a ~~16.~~Director of 18. To approve the disapplication of ~~pre-director of~~ Carnival Corporation ~~emption~~and Carnival plc pre-emption rights in relation to the ~~and Carnival~~10. To re-elect Laura Weil as a Director of allotment of new shares by Carnival plc
~~8. To re-elect Laura Weil as a director 17.~~ Carnival Corporation and Carnival plc 19. To approve a general authority for ~~of Carnival Corporation and~~11. To re-elect Randall J. Weisenburger as a Carnival plc to buy back Carnival plc Director of Carnival ~~plc~~Corporation and ordinary shares in the open market
9. Carnival plc12. To ~~re-elect Randall J. Weisenburger as~~hold a ~~director of Carnival Corporation and Carnival plc~~
*Please(non-binding) advisory vote to approve executive compensation *Please tick here if this proxy appointment is one of multiple appointments being made.
Date Signature
*For *For the appointment of more than one proxy, please refer to Note 2.
This card should not be used byfor any comments, change of address, or other ~~inquiries.~~queries. Please send a separate instruction.
++ Admission Card
Annual General Meeting Wednesday, April 11, 2018 at 8:30 a.m. (local time) Venue Four Seasons Hotel 57 East 57th Street New York, New York 10022 United States of America Notice of Availability – ~~Carnival Tuesday, April 14, 2015 plc Logo~~important, please read carefully. You can now access the 2017 Strategic Report and Financial Statements and Notice of Annual General Meetings at ~~2:00 p . (BST)~~
~~Venue~~
~~Church House Conference Centre Dean’s Yard Westminster, London SW1P 3NZ~~
~~United Kingdom~~
~~Notes:~~
~~1 A shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend, speak and vote instead of~~
~~him. All of the proposed resolutions will be voted on a poll. A proxy need not be a shareholder of the Company.~~
~~2. A shareholder who appoints more than one proxy must appoint each proxy to exercise the votes attaching to specified shares held~~
~~by that shareholder. To appoint more than one proxy, (an) additional proxy card(s) may be obtained by contacting the~~
~~Company’s registrars on 0871 384 2665* from within the United Kingdom (or +44 (0)121 415 7107 from elsewhere) or you may~~
~~photocopy this proxy card. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which~~
~~they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of~~
~~multiple instructions being given. All proxy cards must be signed and should be returned together in the same envelope. When~~
~~two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one~~
~~which was executed last shall be treated as replacing and revoking the others in their entirety as regards that share. If the~~
~~Company is unable to determine which was executed last, none of them shall be valid in respect of that share.~~
~~3. To be valid, your signed and dated proxy card must be completed, signed and deposited together with any power of attorney or~~
~~authority under which it is signed or a certified copy of such power of attorney or authority (whether delivered personally or by~~
~~post), at the offices of the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99~~
~~6DA as soon as possible and no later than 2:00 p. m. (BST) on April 12, 2015. In the case of a corporation, the proxy card should~~
~~be executed under its common seal and/or the hand of a duly authorised officer or person.~~
~~4. The “Vote Abstained” box is provided to enable you to abstain on any particular resolution. However, it should be noted that a~~
~~“vote abstained” is not a vote in law and will not be counted in the calculation of the proportion of votes “for” and “against” a~~
~~resolution but will be counted to establish if a quorum is present.~~
~~5. If you would like to~~www.carnivalplc.com. You can submit your proxy ~~vote~~ via the ~~Internet, you can do so by accessing the www. sharevote. co. uk website. To do~~
~~this you will need to use the Voting ID, Task ID and Shareholder Reference Number, which are given opposite. Alternatively~~
~~CREST members can submit their proxy through the CREST Electronic Proxy Appointment Service (ID RA19).~~
~~6. Only those shareholders registered on the register of members of the Company~~internet at ~~6:00 p. m. (BST) on April 12, 2015 shall be~~
~~entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the~~
~~entries on the register of members after 6.00 p. m. (BST) on April 12, 2015 shall be disregarded in determining the rights of any~~
~~person to attend or vote at the meeting.~~
~~7. In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior~~
~~holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint~~
~~holders. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the~~
~~Company in respect of the relevant joint holding.~~
~~8. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST~~
~~system, CREST messages must be received by the issuer’s agent (ID RA19) by 2:00 p. m. (BST) on April 12, 2015. For this~~
~~purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST System) from~~
~~which the issuer’s agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST~~
~~in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.~~
~~9. Return of this proxy card will not prevent a registered shareholder from attending the meeting and voting in person.~~
~~10. In respect of any resolution for which you have not given specific instructions on how your proxy should vote, your proxy will~~
~~have discretion to vote on that resolution, in respect of your total holding, as they see fit. Your proxy will also have discretion to~~
~~vote as they see fit on any other business which may properly come before the meeting, including amendments to~~
~~resolutions, and at any adjournment of the meeting.~~
*Calls to this number cost 8p per minute plus network extras. Lines are open 8. 30 a. m. to 305. p. m. , Monday to Friday.
www.sharevote.co.uk. If you come to the meeting, please bring this card with you. It is evidence of your right to attend and vote at the meeting and will help you gain admission as quickly as possible. Please also see overleaf.
~~Name~~ 1. A shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend, speak and vote instead of ~~Shareholder. Address~~him. All of ~~Shareholder. Address~~the proposed resolutions will be voted on a poll. A proxy need not be a shareholder of ~~Shareholder. Address of Shareholder.~~
the Company. 2. A shareholder who appoints more than one proxy must appoint each proxy to exercise the votes attaching to specified shares held by that shareholder. To appoint more than one proxy, additional proxy cards may be obtained by contacting the Company’s registrars on 0371 384 2665* from within the United Kingdom (or +44 121 415 7107 from elsewhere) or you may photocopy this proxy card. Please ~~bring this card with you~~indicate in the box next to the ~~meeting. Do NOT post this card to~~proxy holder’s name the ~~Registrar.~~
~~Poll Card~~
~~Please bring this card with you to the meeting. Do NOT post this card to the Registrar.~~
~~RESOLUTIONS For Against Abstain~~
~~1. To re-elect Micky Arison as a director~~number of ~~Carnival Corporation and Carnival plc~~
~~2. To re-elect Sir Jonathon Band as a director of Carnival Corporation and Carnival plc~~
~~3. To re-elect Arnold W. Donald as a director of Carnival Corporation and Carnival plc~~
~~4. To re-elect Richard J. Glasier as a director of Carnival Corporation and Carnival plc~~
~~5. To re-elect Debra Kelly-Ennis as a director of Carnival Corporation and Carnival plc~~
~~6. To re-elect Sir John Parker as a director of Carnival Corporation and Carnival plc~~
~~7. To re-elect Stuart Subotnick as a director of Carnival Corporation and Carnival plc~~
~~8. To re-elect Laura Weil as a director of Carnival Corporation and Carnival plc~~
~~9. To re-elect Randall J. Weisenburger as a director of Carnival Corporation and Carnival plc~~
~~10. To re-appoint the UK firm of PricewaterhouseCoopers LLP as independent auditors for~~
~~Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as~~
~~the independent registered certified public accounting firm for Carnival Corporation~~
~~11. To authorize the Audit Committee of the board of directors of Carnival plc to agree the~~
~~remuneration of the independent auditors of Carnival plc~~
~~12. To receive the UK accounts and reports of the directors and auditors of Carnival plc for the~~
~~year ended November 30, 2014~~
~~13. To approve the fiscal 2014 compensation of the named executive officers of Carnival~~
~~Corporation & plc~~
~~14. To approve the Carnival plc Directors’ Remuneration Report as set out in the annual report~~
~~for the year ended November 30, 2014~~
~~15. To approve the giving of authority for the allotment of new~~ shares ~~by Carnival plc~~
~~16. To approve the disapplication of pre-emption rights~~ in relation to which they are authorised to act as your proxy. Please also indicate by ticking the ~~allotment~~box provided if the proxy instruction is one of ~~new~~
~~shares~~multiple instructions being given. All proxy cards must be signed and should be returned together in the same envelope. When two or more valid proxy appointments are delivered or received in respect of the same share for use at the same meeting, the one which was executed last shall be treated as replacing and revoking the others in their entirety as regards that share. If the Company is unable to determine which was executed last, none of them shall be valid in respect of that share. 3. To be valid, your signed and dated proxy card must be completed, signed and deposited together with any power of attorney or authority under which it is signed or a certified copy of such power of attorney or authority (whether delivered personally or by ~~Carnival plc~~
~~17. To approve a general authority for Carnival plc to buy back Carnival plc ordinary shares in~~
post), at the ~~open market~~
~~Name:~~
~~Signature:~~
offices of the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, ~~Lancing~~
~~West Sussex~~LANCING BN99 ~~6GL~~6DA as soon as possible and no later than 1:30 p.m. (BST) on April 9, 2018. In the case of a corporation, the proxy card should be executed under its common seal and/or the hand of a duly authorised officer or person. 4. The ‘Abstain’ box is provided to enable you to abstain on any particular resolution. However, it should be noted that a vote ‘Abstain’ is not a vote in law and will not be counted in the calculation of the proportion of votes ‘for’ and ‘against’ a resolution but will be counted to establish if a quorum is present. 5. If you would like to submit your proxy vote via the Internet, you can do so by accessing the www.sharevote.co.uk website. To do this you will need to use the Voting ID, Task ID and Shareholder Reference Number, which are given opposite. Alternatively CREST members can submit their proxy through the CREST Electronic Proxy Appointment Service (ID RA19). 6. Only those shareholders registered on the register of members of the Company at 6:30 p.m. (BST) on April 9, 2018 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6:30 p.m. (BST) on April 9, 2018 shall be disregarded in determining the rights of any person to attend or vote at the meeting. 7. In the case of joint registered holders, the signature of one holder on a proxy card will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the relevant joint holding. 8. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer’s agent (ID RA19) by 1:30 p.m. (BST) on April 9, 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer’s agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 9. Return of this proxy card will not prevent a registered shareholder from attending the meeting and voting in person. 10. In respect of any resolution for which you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution, in respect of your total holding, as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting. *Lines are open 8:30 a.m. to 5:30 p.m., Monday to Friday.
~~BARCODE~~
~~RESPONSE LICENCE No.~~


Carnival Corporation Shareholders*		Carnival plc Shareholders
•	Using the Internet at www.proxyvote.com	•	Using the Internet at www.sharevote.co.uk
•	Calling toll-free 1-800-690-6903	•	Using CREST electronic proxy appointment service (if you hold your shares through CREST)
•	Mailing your signed form	•	Mailing your signed proxy form


By Order of the Board		~~Registered Office:~~

Arnaldo Perez Company Secretary January 29, 2018		Registered Office: Carnival House 100 Harbour Parade Southampton SO15 1ST United Kingdom
~~Arnaldo Perez~~ ~~Company Secretary~~ ~~February 20, 2015~~

1.
Micky Arison

Carnival Corporation Director since1987 Carnival plc Director since2003 Age:68		~~Micky~~Mr. Arison~~, age 65,~~ has been Chairman of the ~~board~~Board of ~~directors~~Directors of Carnival Corporation since ~~1990 and a director since 1987.~~1990. He ~~became a director and~~has been Chairman of the ~~board~~Board of ~~directors~~Directors of Carnival plc insince 2003. He was Chief Executive Officer of Carnival Corporation (formerly known as Carnival Cruise Lines) from 1979 to 2013 and was Chief Executive Officer of Carnival plc from 2003 to 2013. Board Committees: Executive (Chair) Other Public Company Boards: None Qualifications: Mr. Arison’s qualifications to serve on the Boards include his decades of leadership experience with Carnival Corporation & plc, as well asin-depth

2.
Sir Jonathon Band~~, age 65,~~

Carnival Corporation Director since 2010 Carnival plc Director since 2010 Age:68		Sir Jonathon has been a ~~director~~Director of Carnival Corporation and Carnival plc since 2010. He served in the British Navy from 1967 until his retirement in 2009, having served as First Sea Lord and Chief of Naval Staff, the most senior officer position in the British Navy, until 2009. He ~~has been~~was a ~~non-executive director~~Director of Lockheed Martin UK Limited ~~since May 2010.~~from 2010 to 2015.

4.
Richard J. Glasier~~, age 69, has been a director of~~

Carnival Corporation ~~and~~ Director since 2004 Carnival plc Director since ~~2004. From 2002 to 2005,~~ 2004 Age:72		Mr. Glasier was President of Argosy Gaming Company, an owner and operator of casinos, from 2002 to 2005, and its Chief Executive Officer from 2003 until 2005. From 1995 to 2002, Mr. Glasier was Executive Vice President and Chief Financial Officer of Royal Caribbean Cruises Ltd., a global cruise company. Board Committees: Audit (Chair), Compensation and Nominating & Governance Other Public Company Boards: None Qualifications: Mr. Glasier’s qualifications to serve on the Boards include significant cruise industry experience as a senior financial officer of a major cruise line, as well as his managerial and corporate governance expertise acquired as the Chief Executive Officer of a New York Stock Exchange-listed operator of hotels and casinos, and as well as many years of public company board experience.


LETTER TO SHAREHOLDERS FROM THE CHAIRMAN			1

VOTING INFORMATION			2

NOTICE OF 2018 ANNUAL MEETING OF CARNIVAL CORPORATION SHAREHOLDERS			3

NOTICE OF 2018 ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS			6

PROXY STATEMENT			12

GOVERNANCE			13
PROPOSALS1-11 Election orRe-Election of Directors			13
Board and Committee Governance			21
Director Compensation			27
Related Person Transactions			29

SHARE OWNERSHIP			31
Share Ownership of Certain Beneficial Owners and Management			31
Section 16(a) Beneficial Ownership Reporting Compliance			34

COMPENSATION			35
PROPOSAL 12 Advisory(Non-Binding) Vote to Approve Executive Compensation			35
PROPOSAL 13 Approval of Carnival plc Directors’ Remuneration Report			36
Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report – Part I			36
Report of the Compensation Committees			55
Compensation Committee Interlocks and Insider Participation			55
Compensation Tables			56
Potential Payments on Termination or Change of Control			64

AUDIT MATTERS			69
Report of the Audit Committees			69
Independent Registered Certified Public Accounting Firm			70
PROPOSALS 14 & 15Re-Appointment and Remuneration of Independent Auditors of Carnival plc and Ratification of Independent Registered Certified Public Accounting Firm of Carnival Corporation			71

OTHER PROPOSALS			72
PROPOSAL 16 Receipt of Accounts and Reports of Carnival plc			72
PROPOSALS 17 &18 Approval of the Grant of Authority to Allot New Carnival plc Shares and the Disapplication ofPre-Emption Rights Applicable to the Allotment of New Carnival plc Shares			72
PROPOSAL 19 General Authority to Buy Back Carnival plc Ordinary Shares			74

QUESTIONS AND ANSWERS			77
Questions Applicable to All Shareholders			77
Questions Specific to Shareholders of Carnival Corporation			82
Questions Specific to Shareholders of Carnival plc			85

ANNEX A Carnival plc Directors’ Report			A-1
ANNEX B Carnival plc Directors’ Remuneration Report – Part II			B-1
ANNEX C Carnival plc Corporate Governance Report			C-1


March 2, 2018				Sincerely,

				Micky Arison
				Chairman of the Boards of Directors


~~NOTICE OF ANNUAL GENERAL MEETING OF CARNIVAL PLC SHAREHOLDERS~~	4

~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETINGS~~	10

~~QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL CORPORATION~~	15

~~QUESTIONS SPECIFIC TO SHAREHOLDERS OF CARNIVAL PLC~~	18

~~STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~	20

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~	23

~~PROPOSALS 1-9 RE-ELECTION OF DIRECTORS~~	23

~~PROPOSALS 10 & 11 RE-APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS FOR CARNIVAL PLC AND RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR CARNIVAL CORPORATION~~	26

~~PROPOSAL 12 RECEIPT OF ACCOUNTS AND REPORTS OF CARNIVAL PLC~~	27

~~PROPOSAL 13 AN ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION~~	27

~~PROPOSAL 14 APPROVAL OF CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT~~	28

~~PROPOSALS 15 & 16 APPROVAL OF THE GRANT OF AUTHORITY TO ALLOT NEW CARNIVAL PLC SHARESAND THE DISAPPLICATION OF PRE-EMPTION RIGHTS APPLICABLE TO THE ALLOTMENT OF NEW CARNIVAL PLC SHARES~~	28

~~PROPOSAL 17 GENERAL AUTHORITY TO BUY BACK CARNIVAL PLC ORDINARY SHARES~~	31

~~BOARD STRUCTURE AND COMMITTEE MEETINGS~~	33

~~DIRECTOR COMPENSATION~~	40

~~COMPENSATION DISCUSSION AND ANALYSIS and CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT—PART I~~	43

~~REPORT OF THE COMPENSATION COMMITTEES~~	63

~~EXECUTIVE COMPENSATION~~	64

~~INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM~~	79

~~REPORT OF THE AUDIT COMMITTEES~~	80

~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS~~	81

~~Annex A Carnival plc Directors’ Report~~
~~Annex B Carnival plc Directors’ Remuneration Report—Part II~~ When		Where

~~Annex C Carnival plc Corporate Governance Report~~Wednesday, April 11, 2018 8:30 a.m., local time		Four Seasons Hotel 57 East 57^th Street New York, New York 10022 United States of America

~~MEETING ADMISSION~~	Attendance at the meeting is limited to shareholders and their duly appointed proxies or corporate representatives. Each attendee may be asked to present valid government-issued picture identification, such as a driver’s license or passport. Shareholders holding shares in brokerage accounts (“under a street name”) will need to bring a copy of a brokerage statement reflecting share ownership as of the record date (February 13, 2015)
4				Carnival Corporation & plc 2018 Proxy Statement


Name and Address Beneficial Owners or Identity of Group⁽¹⁾	Amount and Nature of Beneficial Ownership of Carnival Corporation Shares and Trust Shares*			Percentage of Carnival Corporation Common Stock			Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares		Percentage of Carnival plc Ordinary Shares			Percentage of Combined Voting Power**
Micky Arison		138,271,621	⁽²⁾⁽³⁾		23.32	%		0		*	**		17.8	%
MA 1994 B Shares, L.P.		95,736,445	⁽²⁾⁽⁴⁾		16.2	%		0		*	**		12.3	%
MA 1994 B Shares, Inc.		95,736,445	⁽²⁾⁽⁴⁾		16.2	%		0		*	**		12.3	%
Artsfare 2005 Trust No. 2		37,580,930	^(2)(5)(11)		6.3	%		0		*	**		4.8	%
c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805
Verus Protector, LLC		37,580,930	⁽²⁾⁽⁵⁾		6.3	%		0		*	**		4.8	%
Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134
Richard L. Kohan		37,582,930	⁽²⁾⁽⁶⁾		6.3	%		0		*	**		4.8	%
Two Alhambra Plaza, Suite 1040 Coral Gables, FL 33134
MBA I, L.P.		900,000	⁽²⁾⁽⁷⁾		*	**		0		*	**		*	**
c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805
Artsfare 2003 Trust		932,439	^{(2)(7)(8)(14)}		*	**		0		*	**		*	**
c/o SunTrust Delaware Trust Company 1011 Centre Road, Suite 108 Wilmington, DE 19805


Jason Glen Cahilly

Carnival Corporation Director since July 2017 Carnival plc Director sinceJuly2017 Age:47		Mr. Cahilly is the Founder and Chief Executive Officer of Dragon Group LLC, a private investment firm, which concurrently provides business management consulting and advisory services. Mr. Cahilly previously served as Chief Strategic and Financial Officer of the National Basketball Association, a North American professional basketball league, from 2013 to June 2017, as well as a Director of the Board of NBA China. Prior to that, Mr. Cahilly spent 12 years at Goldman Sachs & Co., where he served as a partner and the globalco-head of media and telecommunications. He is also aNon-Executive Director of Corsair Components, a leading supplier of high-performance PC systems. Board Committees: Audit Other Public Company Boards: None Qualifications: Mr. Cahilly’s qualifications to serve on the Boards include his more than 20 years’ experience in the global media, entertainment, sports, technology, leisure, communications and finance sectors in a variety of senior leadership roles.


Helen Deeble

Carnival Corporation Director since2016 Carnival plc Director since2016 Age:56		Ms. Deeble was the Chief Executive Officer of P&O Ferries Division Holdings Ltd., apan-European shipping and logistics business, from 2006 until December 2017. She is also aNon-Executive Director of the Port of London Authority, The Standard Club Ltd. and the UK Chamber of Shipping. Board Committees: HESS Other Public Company Boards: None Qualifications: Ms. Deeble’s qualifications to serve on the Boards include her more than 30 years’ experience in retail, transport, logistics and leisure sectors in finance and general management roles, including significant maritime operational and commercial experience gained through her service as a chief executive officer of a passenger shipping organization. She is also a UK Chartered Accountant.


Arnold W. Donald~~, age 60, has been a director of~~

Carnival Corporation Director since2001 ~~and a director of~~ Carnival plc Director since ~~2003. He~~2003 Age:63		Mr. Donald has been President and Chief Executive Officer of Carnival Corporation & plc since 2013. He was President and Chief Executive Officer of The Executive Leadership Council, a professional network of African-American executives of major U.S. companies, from 2010 to 2012. He previously served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from 2006 to 2008. From 2000 to 2005, Mr. Donald was the Chairman of the Board of Merisant Company, a manufacturer and marketer of tabletop sweetener products, including the Equal^® and Canderel^® brands. From 2000 to 2003, he was also the Chief Executive Officer of Merisant Company. From 1998 to 2000, he was Senior Vice-President of Monsanto Company, a company which develops agricultural products and consumer goods, and President of its nutrition and consumer sector. Prior to that he was President of Monsanto Company’s agricultural sector. He ~~has been~~previously served as a ~~member~~Director of ~~the boards of directors of Bank of America Corporation since January 2013 and Crown Holdings, Inc. since July 1999. He was a member of the board of~~ Oil-Dri Corporation of America from ~~December~~ 1997 to ~~January~~ 2013 and The Laclede Group, Inc. from ~~January~~ 2003 to ~~January~~ 2014. Board Committees: Executive Other Public Company Boards: Bank of America Corporation (since 2013); and Crown Holdings, Inc. (since 1999) Qualifications: Mr. Donald’s qualifications to serve on the Boards include his broad leadership and other executive skills gained through his prior executive leadership experience with aFortune-100

5.
Debra Kelly-Ennis~~, age 58, has been a director of~~

Carnival Corporation ~~and~~ Director since 2012 Carnival plc Director since ~~2012. She~~ 2012 Age:61		Ms. Kelly-Ennis was President and Chief Executive Officer of Diageo Canada, Inc., a subsidiary of Diageo plc, a global spirits, wine and beer company, from 2008 to 2012. From 2005 to 2008, she was Chief Marketing Officer for Diageo North America Inc., another subsidiary of Diageo plc. Ms. Kelly-Ennis has also held marketing,


Sir John Parker~~, age 72,~~

Carnival Corporation Director since 2003 Carnival plc Director since 2000 Age:75		Sir John has been ~~a director of Carnival Corporation since 2003 and a director of Carnival plc since 2000, having served as Deputy~~Non-Executive Chairman of ~~Carnival~~Pennon Group plc, an environmental utility infrastructure company, since 2015,Non-Executive Chairman of Laing O’Rourke, a multinational construction company, since November 2017, LeadNon-Executive Director for the UK Government Cabinet Office since November 2017 and aNon-Executive Director of Airbus Group NV, an aeronautics, space and related services company, since 2007. He wasNon-Executive Chairman of Anglo American plc, a multinational mining company, from 2009 until October 2017. He was aNon-Executive Director of DP World Limited, a global supply chain and container handling company, from 2006 to 2015. He was formerlyNon-Executive Chairman of Mondi plc from ~~2002~~2007 to ~~2003. He was the non-executive~~2009,Non-Executive Chairman of National Grid plc from ~~October~~ 2002 until January 2012. He has been Vice Chairman of DP World Limited since February 2005 and a director of Anglo American plc since July 2009, serving as its Chairman since August 2009. He has also been a non-executive director of Airbus Group N.V. (formerly known as European Aeronautic Defence and Space Company EADS N.V.) since October 2007. From May 2007 to ~~August 2009 he served as non-executive chairman of Mondi plc. He was formerly~~2012, SeniorNon-Executive Director of the Court of the Bank of England from 2004 to 2009, and a ~~non-executive director~~Non-Executive Director of GKN plc from 1993 to 2002, Brambles Industries plc from 2001 to 2003 and BG Group plc from 1997 to 2000. He was Chairman of Babcock International Group plc from 1994 to 2000, RMC Group plc from 2002 to 2005 and P&O Group plc from 2000 to 2003, a President of the Royal Institution of Naval Architects from 1996 to 1999, a member of the Prime Minister’s Business Council for Britain and Chancellor of the University of ~~Southampton.~~Southampton from 2006 to 2011. He was President of the Royal Academy of Engineering from 2011 until 2014. Sir John ~~Parker~~ has been a member of the General Committee of Lloyds Register of Shipping since 1983 and was Chairman of its Technical Committee from 1993 until 2002. Board Committees: HESS and Nominating & Governance Other Public Company Boards: Airbus Group NV (since 2007); and Pennon Group plc (since 2015) Qualifications: Sir John’s qualifications to serve on the Boards include his extensive international background and wealth of corporate experience. His past and present service as aNon-Executive


Stuart Subotnick

Carnival Corporation Director since1987 Carnival plc Director since ~~2003.~~ 2003 Age:76		Mr. Subotnick has been President and Chief Executive Officer of Metromedia Company, a privately held diversified Delaware general partnership, since 2010, having previously served as its ~~general partner~~General Partner and Executive Vice President since 1986. He ~~was~~previously served as a ~~member of the board of directors~~Director of AboveNet, Inc. from ~~July~~ 1997 to ~~July~~ 2012.

8.
Laura Weil

Carnival Corporation Director since2007 Carnival plc Director since2007 Age:61		~~Laura~~Ms. Weil~~, age 58,~~ is the Founder and has been ~~a director~~the Managing Partner of ~~Carnival Corporation~~Village Lane Advisory LLC, which specializes in providing executive and ~~Carnival plc~~strategic consulting services to retailers as well as private equity firms, since ~~2007.~~May 2015. She was the Executive Vice President and Chief Operating Officer of New York & Company, Inc., a ~~woman’s~~women’s apparel and accessories retailer, from ~~June~~ 2012 to ~~August 2014, having served it as an Executive Consultant since February 2012.~~2014. Ms. Weil was the Chief Executive Officer of Ashley Stewart LLC, a privately held retailer, from 2010 to 2011. ~~Ms. Weil was~~Ashley Stewart emerged from the ~~Chief Executive Officer~~2010 restructuring and Chapter 11 proceedings of Urban Brands, Inc., a privately held apparel retailer, where Ms. Weil served as the Chief Executive Officer from 2009 to ~~2010. Urban Brands, Inc. filed for Chapter 11 bankruptcy protection in September 2010. Ashley Stewart LLC, the retail chain operated by Urban Brands, Inc., emerged from bankruptcy in October~~ 2010. Ms. Weil was the Chief Operating Officer and Senior Executive Vice President of AnnTaylor Stores Corporation, a women’s apparel company, from 2005 to 2006. From 1995 to 2005, she was the Chief Financial Officer and Executive Vice President of American Eagle Outfitters, Inc., a ~~clothing~~global apparel retailer. Board Committees: Audit and Compensation Other Public Company Boards: Christopher & Banks Corporation (since 2016) Qualifications: Ms. Weil’s qualifications to serve on the Boards include her extensive financial, strategic information technology and operating skills developed over many years as an investment banker and senior financial operating executive. Ms. Weil also brings significant experience in globale-commerce and consumer strategies from her leadership experience with multi-billion dollar New York Stock Exchange-listed retailers.

9.
Randall J. Weisenburger~~, age 56,~~

Carnival Corporation Director since2009 Carnival plc Director since2009 Age:59		Mr. Weisenburger has been ~~a director of Carnival Corporation and Carnival plc since 2009. Mr. Weisenburger is~~ the Managing Member of Mile26 Capital LLC, a private investment ~~firm.~~firm, since October 2015. He was the Executive Vice President and Chief Financial Officer of Omnicom Group Inc., aFortune-250 global advertising, marketing and corporate communications company, from 1998 to ~~September~~ 2014. ~~Mr. Weisenburger has been a director of~~ Board Committees: Audit, Compensation (Chair) and Nominating & Governance Other Public Company Boards: Valero Energy Corporation ~~since January 2011.~~(since 2011) Qualifications: Mr. Weisenburger’s qualifications to serve on the Boards include his broad leadership and operational skills gained as a senior executive of a largemulti-national corporation and his extensive financial and accounting skills acquired as an investment banker and senior financial operating executive.


Name	Board Committees ~~The boards delegate various responsibilities and authority to different board committees. The committees regularly report on their activities and actions to the full boards. The board~~
Name	Audit	Compensation	Executive	HESS	Nominating & Governance
Micky Arison	—	—	Chair	—	—
Sir Jonathon Band	—	—	—	Chair	X
Jason Glen Cahilly	X	—	—	—	—
Helen Deeble	—	—	—	X	—
Arnold W. Donald	—	—	X	—	—
Richard J. Glasier	Chair	X	—	—	X
Debra Kelly-Ennis	—	—	—	X	—
Sir John Parker	—	—	—	X	X
Stuart Subotnick	X	—	X	—	Chair
Laura Weil	X	X	—	—	—
Randall J. Weisenburger	X	Chair	—	—	X
Number of Board Committee meetings in fiscal 2017	14	4	0	4	5


	Retainer				Attendance Fee
	Chair		Member		In Person		By Telephone
Audit Committees	$	23,000	$	7,500	$	3,000	$	1,500
Compensation Committees	$	23,000	$	3,750	$	2,500	$	1,250
Executive Committees		—	$	3,750		—		—
HESS Committees	$	23,000	$	7,500	$	3,000	$	1,500
Nominating & Governance Committees	$	10,000	$	3,750	$	2,500	$	1,250


The boards of directors are committed to attracting and retaining a highly diverse, experienced and capable group of non-executive directors. To that end, the compensation program for the non-executive directors is evaluated annually by the Board Committee	Chair Retainer
Audit Committees		$30,000
Compensation Committees ~~to ensure it is competitive. The Compensation~~		$30,000
Executive Committees determined, based upon analysis and recommendations provided by FWC, that the pay level and structure in effect for fiscal 2014 merited modification. As such, in January 2015, the board approved the following changes		—
HESS Committees		$30,000
Nominating & Governance Committees		$15,000


Name	Fees Earned or Paid in Cash⁽¹⁾ ($)			Stock Awards⁽²⁾⁽³⁾ ($)		All Other Compensation⁽⁴⁾ ($)		Total ($)
Micky Arison⁽⁵⁾		1,000,000			—		109,951		1,109,951
Sir Jonathon Band		110,000	⁽⁶⁾		159,994		8,201		278,195
Jason Glen Cahilly⁽⁷⁾		27,500			—		—		27,500
Helen Deeble		110,000			159,994		595		270,589
Richard J. Glasier		140,000			159,994		5,973		305,967
Debra Kelly-Ennis		110,000			159,994		10,561		280,555
Sir John Parker		140,000			159,994		1,189		301,183
Stuart Subotnick		137,500			159,994		—		297,494
Laura Weil		110,000			159,994		—		269,994
Randall J. Weisenburger		152,500			159,994		2,794		315,288


2017 Peer Group Companies
•	American Airlines Group Inc.	•	Marriott International, Inc.
•	Darden Restaurants, Inc.	•	McDonald’s Corporation
•	Delta Air Lines, Inc.	•	MGM Resorts International
•	easyJet plc	•	Norwegian Cruise Line Holdings Ltd.
•	FedEx Corporation	•	Royal Caribbean Cruises Ltd.
•	Hilton Worldwide Holdings Inc.	•	Starbucks Corporation
•	Hyatt Hotels Corporation	•	United Continental Holdings, Inc.
•	International Consolidated Airlines Group, S.A.	•	United Parcel Service, Inc.
•	Las Vegas Sands Corp.	•	Wyndham Worldwide Corporation
•	Live Nation Entertainment, Inc.


40				Carnival Corporation & plc’s executive compensation programs are effective in achieving its key objectives, and in response to these results, the Compensation Committees engaged in outreach efforts with our major shareholders to gather feedback regarding our executive compensation program. We reached out to 25 of our top shareholders and requested meetings to discuss our executive compensation practices. We ultimately received positive responses from, and held one-on-one conversations with, approximately half representing approximately 44% of our outstanding shares. The purpose of these discussions, which included meetings between the shareholders and the Chairman of our Compensation Committees, the Chairman of the Boards, the Chief Executive Officer or the Chief Financial Officer and our Vice President of Investor Relations, was to gain insight and perspective on our executive compensation programs and policies. Based in part on the feedback from these engagements, and with feedback, advice and recommendations on the compensation best practices from its independent external compensation consultant, Frederic W. Cook & Co., Inc. (“FWC”), the Compensation Committees approved several changes to the NEOs’ pay program for fiscal 2014 and will continue to evaluate the executive compensation programs and policies for future years.plc 2018 Proxy Statement