CARNIVAL CORP — Director's Dealing 2013

Apr 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARNIVAL CORP (CCL)
CIK: 0000815097
Period of Report: 2013-04-15

Reporting Person: Freedman Larry R. (Chief Accounting Officer, VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-15	Common Stock	A	1209	—	Acquired	26532	Direct
2013-04-15	Common Stock	F	348	$33.17	Disposed	26184	Direct
2013-04-15	Common Stock	F	6797	$33.17	Disposed	19387	Direct

Footnotes

F1: On April 11, 2012, the reporting person was granted 2,016 performance-based restricted stock units ("Performance RSUs"). The Reporting Person may earn from 0-200% of his target amount of Performance RSUs depending on the extent of Carnival Corporation & plc's earnings per share growth over the three-year performance period ending with fiscal 2014, subject to his continued employment during the performance period (with earlier partial vesting in certain cases upon eligibility for retirement, or death or disability, prior to the expiration of the performance period). Because the Reporting Person is now eligible for retirement due to his age, 1,209 Performance RSU's vested on April 15, 2013.

F2: Represents settlement of dividend equivalents accumulated during the restricted period of a restricted stock unit award which has now vested.

F3: Represents a surrender of shares to satisfy the tax obligation on the vesting of the Performance RSUs.

F4: Represents a surrender of shares to satisfy the tax obligation on the vesting of restricted stock released on April 15, 2013 as a result of the Reporting Person becoming eligible for retirement due to his age.