Carnival Corporation, incorporated in 1972, is a cruise company. The Company’s cruise brand operates in two segments: North America and Europe, Australia & Asia (EAA). Its North America segment cruise brands include Carnival Cruise Lines, Holland America Line, Princess Cruises (Princess) and Seabourn. Its EAA segment cruise brands include AIDA Cruises (AIDA), Costa Cruises (Costa), Cunard, Ibero Cruises (Ibero), P&O Cruises (Australia) and P&O Cruises (United Kingdom). In addition to its cruise brands, it has a Cruise Support segment that includes its cruise port and related facilities located in Cozumel, Mexico; Grand Turk, Turks and Caicos Islands; Long Beach, California, and Roatan, Honduras. Cruise Support also includes other corporate services. In addition to its cruise operations, it owns Holland America Princess Alaska Tours, a tour company in Alaska and the Canadian Yukon. As of November 30, 2011, this tour company owned and operated, among other things, 13 hotels or lodges, over 300 motorcoaches and 20 domed rail cars. As of January 23, 2012, it had signed agreements with three shipyards providing for the construction of 10 additional cruise ships.

During the fiscal year ended November 30, 2011 (fiscal 2011), the Company was involved in the development, enhancement and/or financing of Government-owned and operated cruise port facilities in Galveston, Texas; Miami, Florida; New York City, New York; Port Everglades, Florida; San Juan, Puerto Rico and St. Maarten, Kingdom of the Netherlands. It also operated, leased or owned port facilities or had interests in joint ventures that operate leased or owned port facilities in Barcelona, Spain; Civitavecchia, Naples, Savona and Trieste, Italy; Hamburg, Germany; Juneau, Alaska; Long Beach, California and Marseilles, France for the benefit of our cruise brands. The Company also operated, leased or owned port facilities that it developed as destinations in Cozumel, Mexico; Grand Turk, Turks and Caicos Islands and Roatan, Honduras, which are all included in its Cruise Support segment, as well as private island destinations in The Bahamas. These destinations offer a variety of features, including shore excursions, cultural and historic exhibits, water sports and beaches, duty-free shopping and a variety of themed-dining options. It owns a 40% interest in Grand Bahamas Shipyard Ltd. (GBSL), which is the cruise ship dry-dock repair facility, to support its ship maintenance programs.

North America

As of January 23, 2012, the Company’s North America brands represented 62% of its total passenger capacity. As of January 23, 2012, three ships under construction, with over 10,800 berths, had been designated for its North America brands. The Company’s Carnival Cruise Lines operated 23 ships as of November 30, 2011. During fiscal 2011, Carnival Cruise Lines carried over four million passengers. Carnival Cruise Lines offers itineraries generally from three to eight days with all of its ships being home-ported in North America. Carnival Cruise Lines is the provider of year-round Caribbean cruises and also operates seasonal cruises in Europe, Alaska, New England, Canada, Bermuda, Hawaii, Mexican Riviera and the Panama Canal. In October 2011, Carnival Cruise Lines unveiled Fun Ship 2.0. The Company’s Princess Cruise line operated a fleet of 16 ships during fiscal 2011. Princess is a cruise line in destinations, including Europe, Alaska, Australia, Asia, Panama Canal, Hawaii and South America. Some of Princess’ Caribbean cruise offerings feature a private island destination that Princess leases and operates, known as Princess Cays, which is located on the island of Eleuthera in The Bahamas.

As of November 30, 2011, Holland America Line operated a fleet of 15 ships. Holland America Line calls on 354 destinations in 98 countries and territories on all seven continents, including Antarctica. Holland America Line offers Grand Voyages up to 70 days, plus an annual Grand World Voyage of over 100 days. All of Holland America Lines’ ships have Culinary Arts Centers presented by Food & Wine magazine, where it provides cooking demonstrations, private cooking lessons, wine tastings and lifestyle seminars. Seabourn provides cruising vacations on smaller ships. Seabourn’s ships cruise to destinations worldwide, including Europe, Asia, the South Pacific Islands, Australia and the Americas, with cruises generally from 7 to 14 days, with some of longer length, including a 100-plus-day world cruise. As of November 30, 2011, Seabourn operated three 450-passenger capacity and three 208-passenger capacity ships.

Europe, Australia & Asia

As of January 23, 2012, the Company’s European brands represent 35% of its total passenger capacity, after excluding Costa Concordia. As of had been designated for its Europe brands. P&O Cruises (UK) sources its guests from the United Kingdom. Cunard sources its guests from the United Kingdom and North America. P&O Cruises (UK)’s ships visit 255 destinations in 84 countries, with cruises generally from 7 to 14 days, with a number of longer voyages, including three world cruises from 97 days to 109 days. P&O Cruises (UK)’s summer cruises primarily depart from Southampton, England to the Mediterranean Sea, the Baltic Sea, the Norwegian fjords and the Atlantic Isles. In the winter, P&O Cruises (UK) offers world cruises, cruises from the Caribbean and cruises departing from Southampton, England primarily to the Mediterranean Sea and the Canary Islands. Cunard, operates three ships, Queen Elizabeth, Queen Mary 2 and Queen Victoria. Most of Cunard’s voyages are from 7 to 14 days with two world cruises of over 105 days. In addition, Cunard ships have British-styled shipboard amenities, such as libraries, traditional British pubs and theaters. Cunard ships also feature dining in grills or restaurants, lounges with 270 degree views of the ocean and staterooms that are named after Cunard commodores.

The Company’s Costa and Ibero cruise brands market to, and provide cruise vacations in, South America, principally during the Northern Hemisphere’s winter months. Costa is Italy’s and Europe’s cruise line. In fiscal 2011, Costa took delivery of one new cruise ship, Costa Favolosa, and operated 14 contemporary ships. In Germany, where the Company owns and operates AIDA, Costa offers a cruise product catering to an older age. Costa calls on 250 ports worldwide, with 130 different itineraries, most from 7 to 11 days. In the summer months, Costa deploys its ships in the Mediterranean and Northern Europe areas. In the winter months, Costa deploys its ships in the Mediterranean, South America, the Arabian Gulf, the Caribbean, the Red Sea and the Indian Ocean. AIDA primarily sources its guests from Germany and is cruise brand in the German cruise business. AIDA operated eight contemporary ships during fiscal 2011. AIDA offers its guests cruises generally from 5 to 14 days, while calling on approximately 174 ports. During the summer, the AIDA ships sail in the North Sea, the Baltic Sea, the Mediterranean, the Black Sea, New England and Canada. During the winter, AIDA ships sail in the Caribbean, Central America, South America, the Atlantic Isles, the Western Mediterranean, the Far East, the Arabian Gulf and the Red Sea.

The Company’s Ibero cruise operated three contemporary cruise ships during fiscal 2011. Primarily all of Ibero’s guests are sourced from Spain, Brazil and Argentina. Ibero’s ships are tailored for Spanish-speaking guests, including Spanish-speaking crew, as well as Mediterranean and Spanish-style food and entertainment. From spring until fall, Ibero’s ships offer seven-day Mediterranean and Northern European sailings. For the Northern Hemisphere’s fall and winter, all of Ibero’s ships are repositioned to South America and offer cruises along the Brazilian and Argentine coasts. Cruises from South America occur during the Southern Hemisphere summer months of November through March. Costa and Ibero operate an aggregate of seven ships from home ports in Brazil and Argentina from November 2011 through March 2012. P&O Cruises (Australia) is the Australia cruise line.

The 1,460-passenger capacity Pacific Sun was sold in December 2011. Princess deploys two ships on a year-round basis and one ship on a seasonal basis on cruises departing from home ports in Australia. These ships visit the South Pacific Islands, Australia, New Zealand and Asia and the cruises generally are from 11 to 17 days, with one world cruise of over 100 days. Princess is primarily marketed in North America. Carnival Cruise Lines is primarily marketed in North America. During fiscal 2011, Costa Asia operated Costa Classica, a 1,302-passenger capacity cruise ship. Costa Asia’s ship is for Chinese-speaking guests, serving Asian style cuisine, offering Mahjong tables and providing brands in its retail shops. Costa Asia offers its guests cruises generally from 4 to 7 days. During the summer months, Costa Asia offers cruises departing from Shanghai and calling on ports in South Korea and Japan, appealing destinations for its Chinese guests. During the winter, Costa Asia sails from Hong Kong calling on ports in Vietnam and Taiwan. During the non-peak Chinese vacation months, Costa Asia offers longer Far East cruises primarily to Europeans.

The Company competes with Royal Caribbean Cruises Ltd., Norwegian Cruise Line, Disney Cruise Line, MSC, Celebrity, Pullmantur Cruises, Louis Cruises, TUI AG and Star Cruises.