1125259--1/29/2009--CARNIVAL

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General economic and business conditions, including fuel price increases and declines in the securities and real estate markets, and perceptions of these conditions may adversely impact the levels of our potential vacationers discretionary income and net worth and this group s confidence in their countr Fluctuations in foreign currency exchange rates could affect our financial results. The international political climate, armed conflicts, terrorist and pirate attacks and threats thereof, and other world events affecting the safety and security of travel could adversely affect the demand for cruises and could harm our future sales and profitability. We may lose business to competitors throughout the vacation market. Accidents, adverse weather conditions or natural disasters and other incidents affecting the health, safety, security and/or vacation satisfaction of guests could have an adverse effect on our sales and profitability. Adverse publicity concerning the cruise industry in general, or us in particular, could impact the demand for cruises and affect our reputation and harm our future sales and profitability. Environmental legislation and regulations could affect operations and increase our operating costs. Delays in ship construction, refurbishments and repairs, problems encountered at shipyards and shipyard consolidation could reduce our profitability. Our success depends upon the continued strength of our cruise brands and our ability to implement our brand strategies. Geographic regions in which we try to expand our business may be slow to develop, and ultimately not develop how we expect, thus resulting in the slower growth of our business. Our future operating cash flow may not be sufficient to fund future obligations, and we may not be able to obtain financing, if necessary, in sufficient amounts and on terms that are favorable or consistent with our expectations. In addition, our counterparties ability to perform may adversely impact us. We rely on external sales distribution channels for most of our guests bookings and, therefore, major changes in the costs or availability of external distribution channels could result in a reduction in our sales revenues and net income. We rely to a large extent on scheduled commercial airline services for guest connections and, therefore, increases in the price of, or major changes or reduction in commercial airline services, could undermine our ability to provide reasonably priced vacation packages to our guests. The impact of our decisions to self-insure against various risks or the inability to obtain insurance for certain risks at reasonable rates could result in higher expenses. Disruptions and other damages to our information technology networks could result in decreases in our net income. The lack of continued availability of attractive port destinations for our cruise ships could reduce our net revenue yields and net income. The DLC structure involves risks not associated with the more common ways of combining the operations of two companies, and these risks may have an adverse effect on the economic performance of the companies and/or their respective share prices. Changes under the U.S. Internal Revenue Code, applicable U.S. income tax treaties, and the uncertainty of the DLC structure under the Internal Revenue Code may adversely affect the U.S. federal income taxation of our U.S. source shipping income. In addition, changes in the UK, Italian, German, Australian, Spanish and other countries or states income or other tax laws, regulations or treaties could also adversely affect our net income. A small group of shareholders collectively owned, as of January 22, 2009, approximately 28% of the total combined voting power of our outstanding shares and may be able to effectively control the outcome of shareholder voting. Carnival Corporation and Carnival plc are not U.S. corporations, and our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests. Provisions in Carnival Corporation s and Carnival plc s constitutional documents may prevent or discourage takeovers and business combinations that our shareholders might consider to be in their best interests.

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1125259--1/29/2009--CARNIVAL_CORP