Carnival (CCL) 10-K risk factor changes: FY2014 vs FY2013

| [removed: _•_ |] [added: •] | [removed: _General] [added: General] economic and business conditions may adversely impact consumer demand for vacations and, consequently, reduce our cruise brands’ net revenue yields and [removed: profitability._] [added: profitability.] |

Adverse changes in the perceived or actual economic climate, such as [added: global or regional recessions,] higher unemployment and underemployment rates; declines in income levels; securities, real estate and other market declines and volatility; increasing taxation; higher fuel prices and healthcare costs; more restrictive credit markets; higher interest rates and changes in governmental regulations, could reduce our potential vacationers’ discretionary incomes, net worth or their consumer confidence.

| [removed: _•_ |] [added: •] | [removed: _Increases] [added: Increases] in fuel prices may adversely affect our operations, financial condition and [removed: liquidity._] [added: liquidity.] |

Fuel costs accounted for [removed: 21%, 23% and] [added: 20%,] 21% [added: and 23%] of our cruise operating expenses in [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] respectively.

To date under this program, we have bought Brent crude oil (“Brent”) call options and sold Brent put options, collectively referred to as zero cost collars, that [removed: established] [added: establish] ceiling and floor prices.

The zero cost collars will reduce [removed: our] [added: the] benefit [removed: if] [added: we currently expect to obtain from lower 2015 fuel prices since the current] Brent prices [removed: drop] [added: are] below the [removed: floor.][added: floor of our 2015 zero cost collars.]

[removed: Finally, we] [added: We] believe that our land-based vacation competitors’ operating costs are less affected by fuel price increases than cruise companies.

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

The operation of cruise ships, hotels, land tours, port and related commercial facilities and shore excursions involve the risk of incidents, including those caused by the improper operation [added: or maintenance] of [removed: our] ships, motorcoaches and trains; guest and crew illnesses, such as from the spread of contagious diseases; mechanical [removed: failures;] [added: failures,] fires and [removed: collisions;] [added: collisions and the resulting costs incurred on emergency ship repairs;] repair delays; groundings; navigational errors; oil spills and other maritime and environmental mishaps; missing passengers and other incidents at sea or while in port or on land, which may cause injury and death, guest and crew discomfort and the alteration of itineraries or cancellation of a cruise or series of cruises or tours.

Although [removed: we place guest] [added: our uncompromising commitment to the safety] and [added: comfort of our guests and] crew [removed: safety as] [added: is paramount to] the [removed: highest priority in all] [added: success of] our [removed: operations,] [added: business,] our ships have been involved in accidents and other incidents in the past.

These types of incidents may bring into question guest and crew health, safety, security and satisfaction and may adversely affect our [removed: brand reputation] [added: brands’ reputations] and demand for [removed: the brand,] [added: our brands,] and cruising in general, and may affect our sales and profitability, may result in additional costs to our business, litigation against us and increasing government or other regulatory oversight.

[removed: Finally,] [added: Additionally,] these extreme weather conditions could cause property damage to our ships, port and related commercial [added: and business] facilities and other assets and impact our ability to [added: provide our cruise products and services as well as to] obtain insurance coverage for operations in such areas at reasonable rates.

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

Factors including, but not limited to, past acts of terrorism, threats of additional terrorist attacks, drug-related violence in Mexico, pirate attacks and vessel seizures off the east and west coasts of Africa, national government travel advisories, political instability in North Africa, the Middle [removed: East] [added: East, the Baltics] and [removed: elsewhere] [added: elsewhere, geopolitical issues between China] and [added: Japan and] general concerns over the safety and security aspects of traveling have had a significant adverse impact on demand and pricing in the travel and vacation industry in the past and may have an adverse impact in the future.

| [removed: _•_ |] [added: •] | [removed: _Negative] [added: Negative] publicity concerning the cruise [removed: business] [added: industry] in general or us in particular, including any adverse environmental impacts of cruising, could impact the demand for cruises, affect our reputation and harm our [removed: future] sales and [removed: profitability._] [added: profitability.] |

Any of the foregoing could have an adverse impact on our result of operations and on the cruise [removed: business] [added: industry’s] performance.

The considerable expansion in the use of social media over recent years has increased the ways in which our reputation can be impacted, and the speed with which it [added: can occur.]

| [removed: _•_ |] [added: •] | [removed: _Litigation,] [added: Litigation,] enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and damage our [removed: reputation._] [added: reputation.] |

As a result of [removed: any] [added: our] ship or other incidents, litigation claims, enforcement actions and regulatory actions and investigations, including, but not limited to, those arising from personal injury, loss of life, loss of or damage to personal property, business interruption losses or environmental damage to any affected coastal waters and the surrounding [removed: area,] [added: areas,] may be asserted or brought against various parties including [removed: us and/or our cruise brands.][added: us.]

| [removed: _•_ |] [added: •] | [removed: _We] [added: We] are subject to many economic, market and political factors that are beyond our control, which could increase our operating, financing and other costs and could harm [removed: future] sales and [removed: profitability._] [added: profitability.] |

It is possible that jurisdictions or ports-of-call that we regularly visit may also decide to assess [removed: new taxes or fees] [added: new,] or change [removed: existing taxes or] [added: existing, taxes,] fees [added: and other charges] specifically targeted to the cruise industry, its employees and guests, including, but not limited to, value added taxes on cruise tickets and onboard [removed: revenues and changes in the scope of income that is includable within tonnage tax regimes,] [added: revenues,] which could increase our operating costs and could decrease the demand for cruises and ultimately decrease our net revenue yields and net income.

| [removed: _•_ |] [added: •] | [removed: _Changes] [added: Changes] in and compliance with environmental laws and regulations could adversely affect our operations and thus impact our [removed: profitability._] [added: profitability.] |

[removed: Various agencies and regulatory organizations have] enacted or are considering new regulations or policies, such as stricter emission limits to reduce GHG effects, which could adversely impact the cruise industry.

As a result of these amendments, we have elected to install [removed: scrubbers] [added: EGCSs] on [removed: most] [added: certain] of our ships, which we believe will enable our SOx emissions to meet the MARPOL current and probable future requirements without the use of low sulfur fuel, in all material respects.

The increase in fuel prices caused by these regulations may impact our other expenses including, but not limited to, [added: crew travel,] freight and commodity prices and may have an adverse impact on our profitability.

[removed: Similarly,] [added: For example,] numerous bills related to climate change have been introduced in the U.S. Congress, which could adversely impact our business.

[removed: For example, while] [added: While] not all are likely to become law, there are indications that additional climate change related mandates could be forthcoming, and they may significantly impact our costs, including, among other things, increasing fuel prices, including new taxes on bunker fuel, establishment of costly emissions trading schemes and increasing newbuild and operational costs.

[removed: “Cruise] [added: “Our Global Cruise] Business-Governmental [removed: Regulations—Maritime] [added: Regulations - Maritime] Regulations” for additional information regarding these [removed: risks.][added: regulations.]

| [removed: _•_ |] [added: •] | [removed: _Changes] [added: Changes] in and compliance with laws and regulations relating to the protection of persons with disabilities, employment, health, safety, security and other regulations under which we operate could increase our [removed: costs._] [added: costs.] |

We are subject to [removed: various] [added: numerous] international, national, state and local laws, regulations, treaties and employee union agreements related to, among other things, persons with disabilities, employment, health, safety and security.

Failure to comply with these [removed: laws] [added: laws, regulations, treaties] and [removed: regulations] [added: agreements] could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages.

| [removed: _•_ |] [added: •] | [removed: _Changes] [added: Changes] in and compliance with income tax laws and regulations and income tax treaties may adversely affect the taxation of our shipping income and our [removed: profitability._] [added: profitability.] |

As budgetary constraints continue to adversely impact the jurisdictions in which we operate, or for other reasons, increases in income [removed: tax regulations] [added: or other taxes] affecting our operations may be imposed.

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

As our fleet ages, our repair and maintenance expenses will increase, [removed: such as the required 25 year survey that is more exhaustive,] and thus may require additional repair and maintenance work to be performed.

[added: In addition, other events, such as work stoppages, other labor actions,] insolvencies, “force majeure” events or other financial difficulties experienced at the shipyards and their subcontractors and suppliers who build, repair, maintain or refurbish our ships could also delay or prevent the delivery of our ships under construction and prevent or delay the completion of the refurbishment, repair and maintenance of existing ships in our fleet.

[removed: Finally,] [added: Furthermore,] the lack of qualified shipyard repair facilities could result in the inability to repair and maintain our ships on a timely basis, which could also result in reduced profitability.

As of [removed: November 30, 2013,] [added: January 22, 2015,] we had entered into foreign currency zero cost collars for [removed: a portion of the cost in U.S. dollars and sterling of two] [added: three] of our euro-denominated shipbuilding contracts.

| [removed: _•_ |] [added: •] | [removed: _Lack] [added: Lack] of continuing availability of attractive, convenient and safe port destinations on terms that are favorable or consistent with our expectations could adversely affect our net revenue yields and net [removed: income._] [added: income.] |

The continuing availability of these types of ports on terms that are favorable or consistent with our expectations, including the port facilities where our guests embark and disembark, is affected by a number of factors including, but not limited to, existing capacity constraints (particularly during the Caribbean winter months and Mediterranean summer months), security, safety and environmental concerns, adverse [removed: weather conditions and other natural disasters, financial limitations on port development, political instability, exclusivity arrangements that ports may have with our competitors, port operator consolidation, local governmental regulations, such as those recently enacted that will limit cruise ship operations in the highly popular port of Venice, Italy and fees and local community concerns about both port development and other adverse impacts on their communities from additional tourists.]

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Various agencies and regulatory organizations have

From time to time initiatives to limit GHG emissions are introduced around the world.

C.

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Some social activist groups have lobbied for more taxation on income generated by cruise companies.

Certain groups have also generated negative publicity for us.

In recent years, certain members of the U.S. Congress have proposed various forms of legislation that would result in higher taxation on income generated by cruise companies.

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weather conditions and other natural disasters, financial and other limitations on port development in established or emerging markets, political instability, exclusivity arrangements that ports may have with our competitors, port operator consolidation, local governmental regulations and local community concerns about both port development and other adverse impacts on their communities from additional tourists.

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Global companies are repeatedly being targeted to gain access to critical company, guest and other information.

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In addition, new cruise competitors with existing brand appeal may choose to enter the cruise industry or there may be other new cruise competitors that may choose to enter the established or emerging cruise segments of the global vacation markets.

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Given the mobility of our ships, we can mitigate some of this risk by redeploying our ships to more profitable regions as guests’ tastes change and if economic or other conditions warrant.

We may be able to mitigate some of the risk of fuel price increases by continuing to reduce our fuel consumption.

Furthermore, we expect to install scrubbers on most of our ships between 2014 and 2019.

As a result of installing these scrubbers, we believe the cost of complying with more stringent emission regulations will not be significant to our results of operations.

It is possible that the initiatives we implement to increase our net revenue yields as a result of our 2012 and 2013 ship incidents may not be effective, and our pricing and profitability may not return to pre-incident or higher levels.

##### [Table of Contents](#toc)

We have implemented crew training and ship cleaning protocols to limit the spread of contagious diseases, but such actions may not be sufficient to fully mitigate this risk.

However, we do maintain an inventory of certain strategic spare parts to help mitigate this risk.

We have implemented various safety and security policies, procedures and best practices to help mitigate this risk, but it is still possible that they could occur.

can occur.

We leverage the reach and impact of digital marketing and social media, such as Facebook, Twitter, YouTube, Blog, Google+, Flickr, Instagram and Pinterest to provide accurate information to the media, popular bloggers, fans and brand advocates to mitigate some of the risk of negative publicity.

In 2012, initiatives to limit GHG emissions were introduced in Australia and are being considered in several European countries.

B.

We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

We continue to monitor global administrative, legislative and judicial tax related developments and evaluate a variety of possible courses of action based upon such developments.

However, there is no assurance that such actions, if taken, will successfully mitigate adverse income tax consequences.

In addition, other events, such as work stoppages, other labor actions,

However, the impact from a delay in delivery of our newbuilds is expected to be partially mitigated by contractual provisions and bank guarantees that we require shipyards to provide to us.

We partially own GBSL, the largest cruise ship repair facility in the world, which helps mitigate a portion of this risk.

In order to mitigate this risk, among other things, we work with port authorities and others to educate them on the benefits derived from cruising as well as taking actions to address their concerns, if appropriate.

However, we have entered into agreements with certain of our larger European travel agents and tour operators to mitigate this risk.

While we have and continue to invest in technologies and other security initiatives and disaster recovery plans to mitigate these risks, these measures cannot completely insulate us from disruptions that could result in adverse effects on our operations and decreases in our net income.

profitability may be lower than anticipated.

To partially mitigate this risk, we strategically time the introduction of new ships into our brands to allow ample time to further grow their guest base and absorb our new capacity.

As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business.

We seek to minimize credit risk exposure by normally conducting business with large, well established financial and other institutions and by diversifying our counterparties.

Our inability to restore consumers’ confidence in our Carnival Cruise Lines or Costa brands would have an adverse impact on our long-term profitability.

Failure to protect our brands from infringers could have a material adverse effect on our business and results of operations.

Also, if a significant country leaves the euro currency system it is possible that this could have a significant impact on our operations.

In order to partially mitigate this risk before we expand our presence in a new region, we, among other things, research and analyze the region’s characteristics and other attributes in order to determine if such an expansion is reasonable without taking undue risks.

We attempt to mitigate our risks that are not covered by insurance, although we cannot be certain such processes and procedures will be successful.

We partially mitigate some of our newbuild currency exchange rate risk by purchasing currency derivative instruments.

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[removed: Item] [added: Item] 8.

Financial Statements and Supplementary [removed: Data.][added: Data.]

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP, dated January 29, [removed: 2014,] [added: 2015,] and the Selected Quarterly Financial Data (Unaudited) are shown in Exhibit 13 and are incorporated by reference into this Form 10-K.

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[removed: | A. | Overview |][added: Overview]

| [removed: | I.] [added: I.] | [removed: Summary] [added: Summary] |

We are [removed: the largest cruise company with a global market share of 46% and are] among the most profitable and financially strong leisure travel companies in the world with a market capitalization of [removed: $32] [added: $36] billion at January 22, [removed: 2014.][added: 2015.]

We operate [removed: 101] [added: 100] cruise ships within a portfolio of [removed: ten] [added: nine] leading [added: global, regional and national] cruise brands that sell [added: tailored] cruise [removed: products and] [added: products,] services [added: and vacation experiences] in all the world’s [removed: major] [added: most important] vacation markets.

We are [removed: also] [added: the largest cruise company with] a [added: global market share of 48% based on the number of guests carried and a] leading provider of vacations to all major cruise destinations throughout the world (see Part I, Item [removed: I, Business.][added: 1.]

[removed: “Cruise Programs”).][added: Cruise Programs]

[removed: A description] [added: The descriptions] of the principal vacation [removed: regions] [added: markets] where we source substantially all of our guests and our brands that market primarily to these vacationers [removed: is] [added: are] discussed in Part I, Item1.

[removed: “Cruise] [added: “ Our Global Cruise] Business – North America” and [removed: “Cruise] [added: “ Our Global Cruise] Business – Europe, Australia & Asia.”

| [removed: | II.] [added: II.] | [removed: Mission] [added: Vision, Goals] and Related [removed: Strategies] [added: Strategies] |

Our [removed: ten] [added: nine] unique brands with worldwide sourcing of guests and diverse itinerary options allow us to expand our offerings to our ever increasing past guest [removed: customer] base, while continuing to grow our business through the acquisition of new guests in established and emerging markets.

Our [removed: success also depends on our ability] [added: goal is] to [removed: understand our guests’ needs and] consistently exceed [removed: their] [added: our guests’] expectations [removed: by] [added: while] providing them with a wide variety of exceptional vacation experiences.

[removed: | • | | Protecting] [added: We are committed to operating a safe and reliable fleet and protecting] the health, safety and security of our guests, employees and all others working on our behalf, thereby promoting an organization that is free of injuries, illness and loss. [removed: Our uncompromising commitment to the safety of our guests and crew is paramount to the success of our business. We continue to focus on improving existing, and implementing new, safety measures onboard all of our ships. |]

[removed: | • | | Protecting the environment, including] [added: We are also devoted to protecting] the [removed: marine] environment in which our vessels sail and the communities in which we operate. [removed: |]

[removed: | • | | Fully] [added: We are dedicated to fully] complying with, or exceeding, all [added: relevant] legal and statutory requirements related to health, environment, safety, security and sustainability throughout our [removed: business activities. |][added: business.]

| • | [removed: | Assigning health,] [added: Health,] environment, safety, security and [removed: sustainability matters the same priority as other critical business matters.] [added: sustainability,] |

Our primary financial goals are to profitably grow our cruise business [removed: thus increasing] [added: and increase] our return on invested capital, [added: reaching double digit returns in the next three to four years,] while maintaining a strong balance sheet.

Our ability to generate significant operating cash flows allows us to internally fund [removed: all of] our capital investments.

[removed: We] [added: In addition, we] are [removed: also] committed to maintaining our strong investment grade credit ratings, which are among the highest in the leisure travel industry.

[removed: We currently] [added: As of January 22, 2015, we] have [removed: eight] [added: ten] cruise ships scheduled to [removed: enter service] [added: be delivered] between [removed: May 2014] [added: February 2015] and [removed: June 2016,] [added: November 2018,] some of which will replace existing capacity [removed: from the possible sales of] [added: as] older, smaller [removed: or] [added: and] less efficient [removed: ships.][added: ships exit our fleet.]

Based on our current ship orders and announced ship withdrawals, our [added: net] capacity growth rate is expected to be [removed: 4%,] [added: 2.0% in 2015 and 2.8%] compounded annually through [removed: 2016.][added: 2018.]

We are committed to [removed: a] measured [removed: pace of newbuilds to] [added: capacity growth so that we] achieve an optimal balance of supply and demand to maximize our profitability in [removed: these] established [removed: regions.][added: cruise regions, such as North America and Western Europe.]

[removed: We believe this approach results in delivering] [added: Our cruise] products and services [removed: that] are tailored to specific geographic areas and lifestyles, which allows us to penetrate each geographic area more effectively.

Our [removed: 101] [added: 100] ships sail to all of the world’s major cruise destinations and the percentage of our passenger capacity deployed in each of these regions is as follows:

| [removed: Region | | 2014 | |] [added: Region] | [added: 2015] | [removed: 2013] | | [added: 2014] | | [removed: 2012] | [added: 2013] | |

| Caribbean | [removed: | | 35] [added: 34] | % | | [removed: | 33] [added: 35] | % | | [removed: | 35] [added: 33] | % |

[removed: |] Europe [removed: | | | 29 | | | | 31 | | | | 29 | |]

[removed: | Asia/Australia | | | 12 | | | | 10 | | | | 8 | |][added: Europe, Australia & Asia]

| Alaska | [removed: | |] 5 | | | [removed: | 6 |] [added: 5] | | | 6 | |

| Other | [added: 18] | | [removed: 19] | [added: 19] | | | 20 | | [removed: | | 22 | |]

| | [removed: | |] 100 | % | | [removed: |] 100 | % | | [removed: |] 100 | % |

[removed: | B. | Cruise Business |][added: Our Global Cruise Business]

[removed: | | I. | Overview |][added: Overview]

The multi-night [added: global] cruise industry has grown significantly but still remains relatively small compared to the wider global vacation industry, which includes a large variety of land-based vacation alternatives around the world.

For example, there were only about [removed: 240,000] [added: 250,000] cabins in the global cruise industry at November 30, [removed: 2013,] [added: 2014,] which is less than two percent of the number of worldwide hotel rooms.

A [removed: 2013] [added: 2014] Nielsen Global Consumer Confidence Survey found that after providing for savings and living expenses, the number one global spending priority is for vacations.

As a result of these and other favorable cruise industry characteristics, we believe that the [added: global] cruise industry has the opportunity to capture a greater share of consumers’ spending.

[removed: | | b. | Favorable] [added: Favorable] Characteristics of the [added: Global] Cruise [removed: Industry |][added: Industry]

[removed: | | 1. | Exceptional] [added: Exceptional] Value [removed: Proposition |][added: Proposition]

To make cruising even more cost effective and more easily accessible to [removed: our guests, we offer] [added: vacationers, the cruise industry typically offers] a number of drive-to homeports, which enables many cruise guests to reduce their overall vacation costs by eliminating or reducing air and other transportation costs.

[removed: | | 2. | Relatively] [added: Relatively] Low Penetration [removed: Levels |][added: Levels]

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"C.

Our Global Cruise Business – Cruise Programs”).

We believe having global and regional brands that are predominately serving multiple source markets and national brands that are predominately serving major source markets provides us with a unique advantage to compete within the entire leisure market for consumers' discretionary vacation spending.

C.

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Our vision is to deliver unmatched joyful vacation experiences and breakthrough total shareholder returns by exceeding guest expectations and achieving the full benefits inherent in our scale.

We believe our portfolio of global, regional and national brands is instrumental to us achieving our vision and maintaining our cruise industry leadership positions, which includes having a leading cruise brand selling in each of our primary source markets targeting specific guest segments.

Our goal is to return "excess free cash flows" (defined as cash flows from operations less investing activities and regularly scheduled quarterly dividends) to our shareholders in the form of additional dividends and/or share buybacks.

To reach our primary financial goals, we have started to implement various demand creating initiatives as we strive to create additional demand for our brands that far outpaces supply, ultimately leading to higher revenue yields.

We have also identified opportunities that are aimed at increasing our pricing, enhancing our cruise products and services and optimizing our cost structure while preserving the unique identities of our individual brands.

We are making significant investments to gain further insight into our guests’ decision making by evaluating data included in our global database of guests to identify vacationers’ needs and wants and to analyze their purchasing behaviors.

We are also implementing strategies to grow demand by increasing consumer awareness and consideration of our cruise brands through advertising.

Furthermore, we identified new strategies and tactics to strengthen our cruise ticket revenue management processes and systems across our portfolio of brands, such as optimizing our pricing methodologies, improving our pricing models and increasing the brands’ coordination of our global fleet deployments.

We have tools that enable us to perform customer segmentation analyses, evaluate our guests’ decision making process and identify new market growth opportunities to expand our customer base.

We are also implementing new initiatives to strengthen our onboard revenue programs, such as expanding our onboard retail shop offerings and enhancing our bar and casino programs.

In addition, we are adding new home ports in selected geographic areas to provide easier access and to reduce travel costs in order to attract more first-time cruisers.

We believe that we have significant opportunities to continue to grow our presence in China due to its large and growing middle-class population and expansion of their international tourism.

It is estimated that Chinese cruise demand will increase to 1.6 million annual cruisers by 2020.

The Chinese government has expressed a strong desire to transform China into a leading global cruise market and is making substantial investments in cruise-related infrastructure.

Due to the high strategic importance we place on the China cruise market, in 2014 we relocated our Chief Operations Officer to China to more closely oversee our brands’ strategic initiatives, coordinate our growth strategy in China and the surrounding markets and liaise with Chinese government officials.

With the introduction of Costa Serena in 2015, we will have four ships home ported in China, which will represent a 140% increase in guest capacity over a two-year period and will offer our Chinese guests diversified cruise products with two brands targeting two different segments of travelers.

As we execute our strategy to accelerate growth in China, we have the benefit of eight years of local experience to help guide our expansion and enhance our cruise products and services and make them even more attractive to our Chinese guests.

As part of our China cruise strategy, we are exploring opportunities aimed at the development of a domestic cruise company and the formation of a domestic cruise shipbuilding company, as well as port development, talent development and training, enhanced relationships with our distribution partners and sharing of supply chain and logistics expertise.

With 100 ships and 10.6 million guests in 2014, we have the scale to optimize our structure by utilizing our combined purchasing volumes and common technologies and implementing cross-brand initiatives aimed at cost containment.

For example, we have common reservation systems, shared data centers, shared port facilities and are working on cross-brand contracting for food and beverages, air travel, hotel supplies, port and manning agency services, advertising and promotions, shore excursions and technical operations to further utilize the scale of our combined purchases.

While we are well underway with certain initiatives and are already beginning to see their positive results, some of our initiatives will take longer to realize their full benefits due to our size and the nature of the cruise industry.

Our strategic initiatives demonstrate the benefits of communicating, coordinating and collaborating across our brands and will help us fulfill our vision.

Our vision is based on four key pillars:

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| • | Shareholders and other stakeholders |

We consider health, environment, safety, security and sustainability matters to be core guiding principles.

Our uncompromising commitment to the safety and comfort of our guests and crew is paramount to the success of our business.

We continue to focus on further enhancing the safety measures onboard all of our ships.

We are developing a company-wide safety management system that standardizes our maritime related policies, procedures and processes and are increasing the amount of maritime safety, ship command and engine room management training for our shipboard officers at our expanding global training facility in the Netherlands.

We are also updating our processes, systems and training surrounding fire prevention, detection and suppression.

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Business.

Our mission is to take the world on vacation and deliver exceptional experiences that appeal to a large variety of consumers, all at an outstanding value.

We believe our multi-brand strategy is essential to achieving our mission and maintaining our leadership positions.

We strive to capture a greater share of consumers’ spending on vacations by providing extraordinary cruise products and services, all at an outstanding value.

In conjunction with our mission we are committed to:

Over time, we expect to have higher levels of free cash flow, which we intend to return to shareholders in the form of additional dividends and opportune share buybacks.

We are building new innovative ships and continue to invest in our existing ships to strengthen the leadership position of each of our brands and to achieve our mission and primary financial goals.

Our newbuilding program is the primary platform for our capacity growth.

In 2013, we continued to enhance our fleet with the debut of Princess Cruises’ 3,560-passenger _Royal Princess_ and AIDA Cruises’ 2,194-passenger _AIDAstella_.

In addition, we will continue to focus on increasing our fleets’ onboard revenues by adding new innovative products and services for our guests to enjoy.

Our rate of growth has slowed in the more established regions of North America and Western Europe.

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In addition, we believe that we have significant opportunities to grow our presence in the emerging Asian cruise region and will continue to redeploy some of our existing ships to that region.

In 2013, we more than doubled our presence in China and launched our first season of cruises originating from Japan.

In 2013, we also opened ten sales offices throughout Asia to support our continued expansion plans in this important emerging cruise region.

Each of our major brands has its own operating team, which helps create an ownership culture that is an important driver of our performance.

With over 100 ships and more than 10 million guests, we have a scale advantage in the cruise industry and we are aggressively seeking opportunities to use it to drive top-line improvements and obtain economies of scale and synergies by utilizing our purchasing power and implementing cross-brand initiatives aimed at cost containment, such as common reservation systems, shared data centers and shared port facilities.

We recently realigned our leadership team and changed our work processes and our incentive structures to enable our brands to more efficiently collaborate and coordinate among each other, which will help us to further optimize our operations.

Our leadership team has identified and will continue to identify opportunities to use our scale to drive initiatives to increase our revenues and optimize our cost structure with the goal of improving our return on invested capital.

In addition, we have heightened our focus on the guest experience and further exceeding guest expectations.

Some of our most important cross-brand initiatives have been aimed at further improving our safety training, continuing to enhance our fleet to further increase our guest and crew safety and comfort, further reducing our fuel consumption and limiting the financial impact of low sulfur fuel usage requirements while achieving regulatory environmental objectives.

In addition, we have streamlined certain support functions to gain efficiencies and achieve cost savings.

In 2013, we furthered our environmental efforts through the successful testing of a new exhaust gas cleaning “scrubber” technology and plan to install scrubbers on most of our ships.

In addition to exceeding stricter air emission standards, this technology will help mitigate higher fuel costs on these ships.

As 2014 progresses, we will continue to implement a number of strategic initiatives designed to fuel our earnings power, drive cash flow and improve return on invested capital over time.

In 2012 and 2013, we had voyage disruptions that drew public attention to the safety and reliability of our products and services.

Although the frequency of our incidents relative to our size is below the cruise industry average, the negative publicity we received significantly impacted the reputation and, accordingly, the demand for two of our largest brands, Costa Cruises (“Costa”) and Carnival Cruise Lines.

We have, and continue to, take steps to help ensure that our cruise products and services are safe and reliable and that in the rare event of a ship incident, our guests and crew are comfortably returned to port.

Safety of our guests and crew is our utmost concern and key to our continuing success.

These incidents, in combination with the uncertain global economic conditions significantly impacted our results in 2012 and 2013.

However, we are confident that our business will continue to recover over the next few years.

In order to achieve our financial goals, we are also committed to rebuilding the image and reputation of Costa and Carnival Cruise Lines by regaining the confidence of their guests and travel agents.

The reputation of Costa has significantly improved during 2013 and we expect this improvement to continue in the future.

In 2013, Costa did return to profitability, excluding the impact of ship impairment charges related to two of its smaller vessels, and we expect to see an increase in Costa’s profitability in 2014 despite softer economies in Southern Europe.

After successfully up righting _Costa Concordia_ in 2013, we are working with the insurers, local authorities and industry leading salvage experts to remove the ship from the coast of Italy in 2014 while minimizing any environmental impact from the 2012 ship incident.

As of January 22, 2014, we have settled 94% and 75% of the crew and guest claims, respectively.

Substantially all of the ship removal costs and the costs of these and future claims will be covered by insurance.

As of January 22, 2014 according to national market research data Carnival Cruise Lines, which is our largest cruise brand, has recovered more than 75% of the loss in its brand perception and more than 80% of the loss in its brand consideration among first-time cruisers, while its brand consideration among past cruisers has exceeded pre-incident levels.

Having already implemented several strategies to enhance its operations and strengthen its public perception, we believe that over time the brand will continue to recover its reputation and increase its profitability.

[removed: The] [added: On August 28, 2013, the] UK Maritime & Coastguard Agency [removed: and the U.S. Department of Justice are investigating] [added: began an investigation into] allegations that [removed: _Caribbean Princess_] [added: Caribbean Princess] breached international pollution laws.

We are [removed: cooperating with the investigations, including] conducting our own internal investigation into [removed: the] [added: this] matter.

On December 28, 2014, the Egyptian Environmental Affairs Agency began an investigation into allegations that Costa neoClassica breached Egyptian environmental laws.

We are conducting our own internal investigation into this matter.

| --- | --- |

On June 25, 2012, an action was filed in the United States District Court for the Central District of California naming as defendants Carnival Corporation, Costa Crociere S.p.A., Micky Arison, Howard Frank, Arnold Donald, Joseph Farcus, and Joseph Farcus, Architect, P.A. (Sandoval v.

Carnival Corporation).

The defendants have been served with the action, although the plaintiffs voluntarily dismissed claims against Costa Crociere S.p.A.

The action was filed by two plaintiffs in connection with the 2012 Ship Incident.

The plaintiffs allege claims for design defect, negligent training and operations and gross negligence.

On March 21, 2013, the defendants filed a motion to dismiss the plaintiffs’ claims to Italy based on the _forum non conveniens_ doctrine.

The defendants also filed a motion for summary judgment on May 23, 2013.

On December 31, 2013, the court denied both motions without prejudice to re-file.

The court ordered plaintiffs to file a third amended complaint refining their causes of action by January 10, 2014.

On January 10, 2014, the plaintiffs filed a third amended complaint against Carnival Corporation only.

The complaint alleges negligence, gross negligence and _res ipsa loquitur_.

The defendant has until January 29, 2014 to answer the complaint or file a new motion to dismiss.

##### [Table of Contents](#toc)

On July 5, 2012, two actions were filed in the Circuit Court serving Miami-Dade County, Florida naming as defendants Carnival Corporation, Carnival Corporation & plc, Costa Cruise Lines, Inc., Costa Crociere S.p.A. and Joseph Farcus P.A. (Scimone v.

Carnival Corp. and Abeid-Saba v.

Carnival Corp).

The defendants have been served with the action.

The plaintiffs filed the actions in connection with the 2012 Ship Incident.

The plaintiffs allege claims for negligence, product liability, professional negligence and intentional tort.

The complaints seek economic and compensatory damages, attorneys’ fees, costs and interest.

The plaintiffs state they will amend their complaints to state a claim for punitive damages.

The defendants removed the cases to the United States District Court for the Southern District of Florida and moved to dismiss the plaintiffs’ claims to Italy based on _forum non conveniens_ and the forum selection clauses in certain of the plaintiffs’ Passage Ticket Contracts.

The plaintiffs filed motions to remand the cases back to state court.

On February 15, 2013, the federal court granted the motions to remand, which were affirmed by the U.S. Court of Appeals for the Eleventh Circuit on July 1, 2013.

On July 19, 2013, the state court assigned to hear Abeid-Saba granted the defendants’ motion to dismiss all the plaintiffs’ claims to Italy based on the _forum non conveniens_ doctrine.

The same day, the state court assigned to hear Scimone granted the defendants’ motion to dismiss all of the foreign plaintiffs’ claims to Italy based on the _forum non conveniens_ doctrine; however, the motion was denied as to the 17 plaintiffs who are U.S. citizens.

The plaintiffs have filed notices of appeal of the dismissal of the orders in both cases.

In Scimone, the defendants have filed a notice of appeal from the denial of its motion to dismiss the claims of the U.S. plaintiffs.

A motion to dismiss the claims of the U.S. plaintiffs in Scimone based on forum selection clauses in the Passage Ticket Contracts was heard on December 5, 2013 and a ruling is pending.

On January 9, 2013, an action was filed in the Circuit Court serving Miami-Dade County naming as defendants Carnival Corporation, Carnival plc, Costa Crociere S.p.A. and Costa Cruise Lines, Inc. (Gual v.

Carnival Corp.).

The defendants were served on June 20, 2013.

The plaintiffs, consisting of ten Spanish citizens, filed the action in connection with the 2012 Ship Incident.

The plaintiffs allege claims are for maritime negligence, negligent hiring, supervision and retention, negligent training, gross negligence, intentional tortious conduct, intentional infliction of emotional distress, wrongful death under Florida law and breach of contract.

[removed: ##### [Table of Contents](#toc)][added: TABLE OF CONTENTS]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: (Mark One)][added: (Mark One)]

| þ | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

For the fiscal year ended November 30, [removed: 2013] [added: 2014] or

| ¨ | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

For the transition period from [added: ______________] to [added: ________________]

| Commission file number: 001-9610 | [removed: | |] [added: ] | Commission file number: 001-15136 |

| (Exact name of registrant as specified in its charter) | [removed: | |] (Exact name of registrant as specified in its charter) | |

| Republic of Panama | [removed: | |] England and Wales | |

| (State or other jurisdiction of incorporation or organization) | [removed: | |] (State or other jurisdiction of incorporation or organization) | |

| 59-1562976 | [removed: | |] 98-0357772 | |

| (I.R.S. Employer Identification No.) | [removed: | | |] (I.R.S. Employer Identification No.) | [added: |]

| (Address of principal executive offices and zip code) | [removed: | | |] (Address of principal executive offices and zip code) | [added: |]

| (305) 599-2600 | [removed: | | |] 011 44 [removed: 20 7940 5381] [added: 23 8065 5000] | [added: |]

| (Registrant’s telephone number, including area code) | [removed: | | |] (Registrant’s telephone number, including area code) | [added: |]

| Securities registered pursuant to Section 12(b) of the Act: | [removed: | | |] Securities registered pursuant to Section 12(b) of the Act: | [added: |]

| [removed: Title of each class] Common Stock ($0.01 par value) | [removed: | | | Title of each class] Ordinary Shares each represented by American Depositary Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust | [added: |]

| Name of each exchange on which registered | [removed: | | |] Name of each exchange on which registered | [added: |]

| New York Stock Exchange, Inc. | | [removed: | |] New York Stock Exchange, Inc. |

| Large Accelerated Filers | [removed: |] þ | [removed: |] Accelerated Filers | [removed: |] ¨ |

| Non-Accelerated Filers | [removed: |] ¨ | [removed: |] Smaller Reporting Companies | [removed: |] ¨ |

| The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was [removed: $12.8] [added: $16.1] billion as of the last business day of the registrant’s most recently completed second fiscal quarter. | | The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was [removed: $6.2] [added: $7.4] billion as of the last business day of the registrant’s most recently completed second fiscal quarter. |

| At January [removed: 22, 2014,] [added: 20, 2015,] Carnival Corporation had outstanding [removed: 592,239,644] [added: 592,688,153] shares of its Common Stock, $0.01 par value. | | At January [removed: 22, 2014,] [added: 20, 2015,] Carnival plc had outstanding [removed: 215,712,872] [added: 216,052,515] Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and [removed: 592,239,644] [added: 592,688,153] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. |

[removed: CARNIVAL CORPORATION & PLC][added: | Carnival Corporation | Carnival plc | |]

[removed: FOR] [added: FOR] THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2013][added: 2014]

| | | [removed: | | Page |] [added: Page] | |

| [removed: PART I | | |] [added: PART I] | | | |

[removed: |] Item [removed: 1A. | | [Risk Factors](#tx645418_2) | | | 31 | |][added: 1A.]

[removed: | Item 1B. | | [Unresolved] [added: Unresolved] Staff [removed: Comments](#tx645418_3) | | | 40 | |][added: Comments 47]

[removed: | Item 3. | | [Legal Proceedings](#tx645418_5) | | | 40 | |][added: Legal Proceedings 48]

[removed: | Item 4. | | [Mine] [added: Mine] Safety [removed: Disclosures](#tx645418_6) | | | 41 | |][added: Disclosures 48]

| [removed: PART II | | |] [added: PART II] | | | |

[removed: | Item 5. | | [Market] [added: Market] for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of Equity Securities](#tx645418_7) | | | 42 | |][added: of]

[removed: | Item 6. | | [Selected] [added: Selected] Financial [removed: Data](#tx645418_8) | | | 44 | |][added: Data 51]

[removed: | Item 7. | | [Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx645418_9) | | | 44 | |][added: Operations 51]

[removed: | Item 7A. | | [Quantitative] [added: Quantitative] and Qualitative Disclosures About Market [removed: Risk](#tx645418_10) | | | 44 | |][added: Risk 51]

10-K 1 a2014form10-kfrontpart.htm 10-K

______________________________

______________________________

| | |

| | |

| | |

| | |

| 3655 N.W. 87th Avenue Miami, Florida 33178-2428 | Carnival House, 100 Harbour Parade, Southampton SO15 1ST, United Kingdom | |

| | | |

| Title of each class | Title of each class | |

| | | |

| | | | |

| --- | --- | --- | --- |

| | | | |

| | | | |

| | | |

| | | |

| | | |

CARNIVAL CORPORATION & PLC

FORM 10-K

| | | | |

| --- | --- | --- | --- |

| | | | |

Item 1.

Business 3

Risk Factors 37

Item 1B.

Item 2.

Properties 47

Item 3.

Item 4.

| | | | |

Item 5.

| | Equity Securities | 49 | |

Item 8.

Item 9.

Item 9A.

| | | | |

Item 10.

Executive Compensation 52

10-K 1 d645418d10k.htm 10-K

| | | | | |

| --- | --- | --- | --- | --- |

| Carnival Corporation | |  | | Carnival plc |

| 3655 N.W. 87th Avenue | | | | Carnival House, 5 Gainsford Street, |

| Miami, Florida 33178-2428 | | | | London SE1 2NE, United Kingdom |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

TABLE OF CONTENTS

| Item 1. | | [Business](#tx645418_1) | | | 4 | |

| Item 2. | | [Properties](#tx645418_4) | | | 40 | |

| Item 9B. | | [Other Information](#tx645418_14) | | | 44 | |

| Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#tx645418_18) | | | 46 | |

| Item 14. | | [Principal Accountant Fees and Services](#tx645418_19) | | | 46 | |

| PART IV | | | | | | |

| Item 15. | | [Exhibits and Financial Statement Schedules](#tx645418_20) | | | 46 | |

DOCUMENTS INCORPORATED BY REFERENCE

The information described below and contained in the Registrants’ 2013 annual report to shareholders to be furnished to the U.S. Securities and Exchange Commission pursuant to Rule 14a-3(b) of the Securities Exchange Act of 1934 is shown in Exhibit 13 and is incorporated by reference into this joint 2013 Annual Report on Form 10-K (“Form 10-K”).

Part and Item of the Form 10-K

Part II

| Item 5(a). | | Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Market Information, Holders and Performance Graph. |

Selected Financial Data.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Quantitative and Qualitative Disclosures About Market Risk.

| | | |

[removed: PART I][added: | PART IV | | | |]

| | | | |

Item 15.

Exhibits and Financial Statement Schedules 54

DOCUMENTS INCORPORATED BY REFERENCE

The information described below and contained in the Registrants’ 2014 annual report to shareholders to be furnished to the U.S. Securities and Exchange Commission pursuant to Rule 14a-3(b) of the Securities Exchange Act of 1934 is shown in Exhibit 13 and is incorporated by reference into this joint 2014 Annual Report on Form 10-K (“Form 10-K”).

Part and Item of the Form 10-K

Part II

Item 5(a).

Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities –

Market Information, Holders and Performance Graph.

Item 6.

Selected Financial Data.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

##### [Table of Contents](#toc)

[removed: |] Portions of the Registrants’ [removed: 2014] [added: 2015] joint definitive Proxy Statement, to be filed with the U.S. Securities and Exchange Commission, are incorporated by reference into this Form 10-K under the items described below. [removed: | | |]

[removed: | Part] [added: Part] and Item of the Form [removed: 10-K | | |][added: 10-K]

[removed: | Part III | | |][added: Part III]

[removed: Item] [added: Item] 10.

Directors, Executive Officers and Corporate [removed: Governance.][added: Governance.]

[removed: Item] [added: Item] 11.

Executive [removed: Compensation.][added: Compensation.]

[removed: Item] [added: Item] 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.][added: Matters.]

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Item 14.

Principal Accountant Fees and Services.

PART I

| | | |

| --- | --- |

As of January 22, [removed: 2014,] [added: 2015,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| [removed: Entity/Brand] [added: Entity/Brand] | | [removed: Location] [added: Location] | | [removed: Square Footage] [added: Square Footage] | | [removed: Own/Lease] [added: Own/Lease] |

| Carnival Corporation headquarters and Carnival Cruise [removed: Lines] [added: Line] | | Miami, FL U.S.A. | | 463,000/12,000 | | Own/Lease |

| Princess | | Santa Clarita, CA U.S.A. | | [removed: 303,000] [added: 311,000] | | Lease |

| Holland America Line, Holland America Princess Alaska Tours and Seabourn | | Seattle, WA U.S.A. | | [removed: 244,000] [added: 184,000] | | Lease |

| Costa | | Genoa, Italy | | [removed: 220,000/27,000] [added: 224,000/66,000] | | Own/Lease |

| [added: Carnival plc headquarters, Cunard and] P&O Cruises (UK) [removed: and Cunard] | | Southampton, England | | 150,000 | | Lease |

| AIDA | | [removed: Rostock,] [added: Rostock and Hamburg,] Germany | | [removed: 141,000/95,000] [added: 224,000/80,000] | | Own/Lease |

| P&O Cruises (Australia) | | Sydney, NSW Australia | | [removed: 65,000] [added: 57,000] | | Lease |

[removed: “Cruise] [added: “Our Global Cruise] Business.” The hotel properties owned and operated by Holland America Princess Alaska Tours and [removed: the] [added: three] cruise [removed: ship] [added: ships] that we own and charter-out under [removed: a] long-term bareboat charter [removed: agreement] [added: agreements] are also briefly described in Part [removed: I, Item 1.][added: I.]

[removed: “Cruise] [added: “Our Global Cruise] Business.”

Information about our cruise ships, including the number each of our cruise brands [removed: operates,] [added: operate,] their passenger capacity and their primary regions or countries from which they source their guests, as well as information regarding our cruise ships under construction may be found under Part [removed: I, Item 1.][added: I.]

[removed: “Cruise] [added: “Our Global Cruise] Business,” and Note 6, “Commitments” and Note [removed: 11,] [added: 10,] “Fair Value Measurements, Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements in Exhibit 13 to this Form 10-K.

[removed: “Cruise] [added: “Our Global Cruise] Business – Maritime Regulations.”

C.

C.

Item 1.

C.

Item 1.

C.

| --- | --- |

| Carnival plc headquarters | | London, England | | 9,000 | | Lease |

B.

[removed: Executive] [added: Executive] Officers of the [removed: Registrants][added: Registrants]

| [removed: Name | | Age |] [added: Name] | [added: Age] | | [removed: Years] [added: Years] of Service [removed: (a)] [added: (a)] | | [removed: Title] [added: Title] |

| Micky Arison | [removed: | | 64 |] [added: 65] | | [removed: 42] [added: 43] | | Chairman of the Boards of Directors |

| David Bernstein | [removed: | | 56 |] [added: 57] | | [removed: 15] [added: 16] | | Chief Financial Officer |

| Alan B. Buckelew | [removed: | | 65 |] [added: 66] | | [removed: 36] [added: 37] | | Chief Operations Officer |

| David [removed: Dingle | | | 56] [added: Noyes] | [added: 52] | | [removed: 35] [added: 3] | | Chief Executive Officer of Carnival UK |

| Arnold W. Donald | [removed: | | 59 |] [added: 60] | | [removed: 13] [added: 14] | | President and Chief Executive Officer and Director |

| Larry Freedman | [removed: | | 62 |] [added: 63] | | [removed: 15] [added: 16] | | Chief Accounting Officer and Controller |

| Stein Kruse | [removed: | | 55 |] [added: 56] | | [removed: 14] [added: 15] | | Chief Executive Officer of Holland America Group |

| Josh Leibowitz | [removed: | | 42 |] [added: 43] | | [removed: \- (b)] [added: 1] | | Chief Strategy Officer |

| Arnaldo Perez | [removed: | | 53 |] [added: 54] | | [removed: 21] [added: 22] | | General Counsel and Secretary |

| Michael Thamm | [removed: | | 50 |] [added: 51] | | [removed: 20] [added: 21] | | Chief Executive Officer of Costa [removed: Crociere S.p.A] [added: Group] |

[removed: Business] [added: Business] Experience of Executive [removed: Officers][added: Officers]

He was Chief Executive Officer from 1979 to [removed: July] 2013.

Buckelew has been Chief Operations Officer since [removed: December] 2013.

From 2007 to [removed: November] 2013, he was Chief Executive Officer of Princess.

He was President of Princess from 2004 to [removed: November] 2013.

[removed: Cahill] [added: Donald] has been President and Chief Executive Officer [removed: of Carnival Cruise Lines] since [removed: 2007.][added: 2013.]

David [removed: Dingle] [added: Noyes] has been Chief Executive Officer of Carnival UK since [removed: 2007.][added: October 2014.]

In this capacity, he has full operating responsibility for [removed: the UK brands,] P&O Cruises (UK) and Cunard.

[removed: Donald] [added: Stein Kruse] has been [removed: President and] [added: the] Chief Executive Officer [added: of Holland America Group] since [removed: July] 2013.

Josh Leibowitz has been Chief Strategy [removed: Office] [added: Officer] since [removed: October] 2013 where he oversees strategic sourcing, cross-brand marketing and [removed: corporate] [added: global] strategy.

From 2001 to [removed: October] 2013, [removed: Mr. Leibowitz] [added: he] was employed by McKinsey & Co., an international consulting firm, where he ultimately served as Managing Partner of the Miami office.

From 2004 to [removed: November] 2013, he was President and Chief Executive Officer of Holland America Line.

Michael Thamm has been Chief Executive Officer of Costa [removed: Crociere S.p.A.] [added: Group] since 2012.

In this capacity, [removed: Mr. Thamm also] [added: he] has full operating responsibility for [removed: AIDA] [added: Costa Crociere S.p.A.] and [removed: Ibero.][added: AIDA.]

[removed: PART II][added: PART II]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | | | | | |

| | |

From 2011 to September 2014, he was Executive Vice President of Operations for Carnival UK.

From 2009 to 2011, he was Chief Executive Officer of Gray Dawes, an independent business travel management company.

| --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gerald R. Cahill | | | 62 | | | 19 | | President and Chief Executive Officer of Carnival Cruise Lines |

| (b) | Less than one year. |

##### [Table of Contents](#toc)

Gerald R.

From 1998 to 2007, he was Chief Financial and Accounting Officer.

From 2003 to 2007, he was Managing Director of Carnival UK and P&O Cruises (UK).

From 2000 to 2003, he was Managing Director of P&O Cruises (UK).

He served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from 2006 to 2008.

Stein Kruse has been the Chief Executive Officer of Holland America Group since December 2013.

[removed: | A. | Market Information |][added: Market Information]

[removed: | B. | Holders |][added: Holders]

[removed: | C. | Dividends |][added: Dividends]

| | [removed: | Quarters Ended | | | | | | | |] [added: Quarters Ended] | | | | | | |

| | [removed: | February 28/29 | | | | May 31 | | | | August 31] [added: February 28/29] | | [added: May 31] | | [removed: November 30] [added: August 31] | | [added: November 30] |

[removed: | D. | Securities] [added: Securities] Authorized for Issuance under Equity Compensation [removed: Plans |][added: Plans]

The information required by Item 201(d) of Regulation S-K is incorporated by reference to Part [removed: III, Item 12 of this Form 10-K.][added: III.]

[removed: | E. | Performance Graph |][added: Performance Graph]

[removed: | F. | Issuer] [added: Issuer] Purchases of Equity Securities; Use of Proceeds from Registered [removed: Securities |][added: Securities]

[removed: | | I. | Repurchase Authorizations |][added: Repurchase Authorizations]

[removed: In September 2007, our] [added: Our] Boards of Directors [added: have] authorized, subject to certain restrictions, the repurchase of up to an aggregate of $1 billion of Carnival Corporation common stock and/or Carnival plc ordinary shares (the “Repurchase Program”).

During the [removed: three months] [added: year] ended November 30, [removed: 2013,] [added: 2014,] there were no repurchases of Carnival Corporation common stock or Carnival plc ordinary shares under the Repurchase Program.

At January 22, [removed: 2014,] [added: 2015,] the remaining availability under the Stock Swap programs was 18.1 million Carnival plc ordinary shares and 32.0 million shares of Carnival Corporation common stock.

The existing shareholder approval is limited to a maximum of 21.5 million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc [removed: 2014] [added: 2015] annual general meeting or October 16, [removed: 2014.][added: 2015.]

[removed: | | II. | Stock] [added: Stock] Swap [removed: Programs |][added: Programs]

We use the Stock Swap programs in situations where we can obtain an economic benefit because either Carnival Corporation common stock or Carnival plc ordinary shares are trading at a price that is at a premium or discount to the price of Carnival plc [removed: ordinary shares or Carnival Corporation common stock, as the case may be.]

Based on an authorization provided by the Board of Directors in October 2008, Carnival Corporation was authorized to issue and sell up to 19.2 million shares of its common stock in the U.S. market and had 18.1 million shares remaining at January 22, [removed: 2014.][added: 2015.]

Based on an authorization provided by the Board of Directors in January 2013, Carnival Corporation or Carnival Investments Limited was authorized to sell up to 32.8 million Carnival plc ordinary shares in the UK market and had 32.0 million shares remaining at January 22, [removed: 2014.][added: 2015.]

A.

B.

C.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| 2014 | $0.25 | | $0.25 | | $0.25 | | $0.25 |

| 2013 | $0.25 | | $0.25 | | $0.25 | | $0.25 |

| 2012 | $0.25 | | $0.25 | | $0.25 | | $0.75 (a) |

| | |

D.

Item 12 of this Form 10-K.

E.

F.

I.

II.

ordinary shares or Carnival Corporation common stock, as the case may be.

| --- | --- |

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2013 | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.25 | |

| 2012 | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.75 | (a) |

| 2011 | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.25 | |

##### [Table of Contents](#toc)

| --- | --- | --- |

In January 2013, the Boards of Directors increased the remaining $165 million under the Repurchase Program back to $1 billion.

| --- | --- |

| --- | --- |

[removed: | A. | Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures |][added: Procedures]

Our President and Chief Executive Officer and our Chief Financial Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, [removed: 2013,] [added: 2014,] that they are effective as described above.

[removed: | B. | Management’s] [added: Management’s] Annual Report on Internal Control over Financial [removed: Reporting |][added: Reporting]

Based on our evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, [removed: 2013.][added: 2014.]

PricewaterhouseCoopers LLP, the independent registered certified public accounting firm that audited our consolidated financial statements incorporated in this Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of November 30, [removed: 2013] [added: 2014] as stated in their report, which is shown in Exhibit 13 and is incorporated by reference into this Form 10-K.

[removed: | C. | Changes] [added: Changes] in Internal Control over Financial [removed: Reporting |][added: Reporting]

There have been no changes in our internal control over financial reporting during the quarter ended November 30, [removed: 2013] [added: 2014] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

A.

B.

C.

PART III

| --- | --- |

The additional information required by Item 10 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2013] [added: 2014] fiscal year, except that the information concerning the Carnival Corporation and Carnival plc executive officers called for by Item 401(b) of Regulation S-K is included in Part I of this Form 10-K.

| --- | --- |

Information contained in our website, whether currently posted or posted in the future, is not part of this document or the documents incorporated by reference in this document.

The information required by Item 11 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2013] [added: 2014] fiscal year.

| --- | --- |

[removed: | A. | Securities] [added: Securities] Authorized for Issuance under Equity Compensation [removed: Plans |][added: Plans]

[removed: | | I. | Carnival Corporation |][added: Carnival Corporation]

Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival Corporation equity securities are authorized for issuance as of November 30, [removed: 2013.][added: 2014.]

| [removed: Plan category |] [added: Plan category] | [removed: Number] [added: Number] of [removed: securities to] [added: securities to] be issued [removed: upon exercise of outstanding options, warrants] [added: upon exercise of outstanding options, warrants] and [removed: rights |] [added: rights] | | | [removed: Weighted-average exercise] [added: Weighted-average exercise] price [removed: of outstanding options, warrants and rights | |] [added: of outstanding options, warrants and rights] | | [removed: Number] [added: Number] of securities [removed: remaining available] [added: remaining available] for future [removed: issuance under] [added: issuance under] equity [removed: compensation plans] [added: compensation plans] (excluding [removed: securities reflected] [added: securities reflected] in column [removed: (1)) |] [added: (1))] | |

| Equity compensation plans [added: not] approved by security holders | [removed: | | 5,220,591 | (a) | | $] [added: \-] | [removed: 49.03] | | [added: \-] | | [removed: 14,984,074] [added: \-] | [removed: (b)(c)] |

| Equity compensation plans not approved by security holders | [removed: | |] \- | | | [removed: |] \- | | [removed: | |] \- | |

| (a) | Includes outstanding options to purchase Carnival Corporation common stock under the Carnival Corporation 2002 Stock Plan and Carnival Corporation 2001 Outside Director Stock Plan. Also includes [removed: 454,865 restricted share units outstanding under the Carnival Corporation 2002 Stock Plan and 1,583,261] [added: 2,375,557] restricted share units outstanding under the Carnival Corporation 2011 Stock Plan. |

| (b) | Includes Carnival Corporation common stock available for issuance as of November 30, [removed: 2013] [added: 2014] as follows: [removed: 2,321,806] [added: 2,253,501] under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 33,365] [added: 30,427] shares subject to purchase during the current purchase period and [removed: 12,457,873] [added: 10,194,473] under the Carnival Corporation 2011 Stock Plan. |

[removed: | | II. | Carnival plc |][added: Carnival plc]

Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival plc equity securities are authorized for issuance as of November 30, [removed: 2013.][added: 2014.]

| [removed: Plan category |] [added: Plan category] | [removed: Number] [added: Number] of [removed: securities to] [added: securities to] be issued [removed: upon exercise of outstanding options, warrants] [added: upon exercise of outstanding options, warrants] and [removed: rights |] [added: rights] | | | [removed: Weighted-average exercise] [added: Weighted-average exercise] price [removed: of outstanding options, warrants and] [added: of outstanding options, warrants and] rights [removed: (a) | |] [added: (a)] | | [removed: Number] [added: Number] of securities [removed: remaining available] [added: remaining available] for future [removed: issuance under] [added: issuance under] equity [removed: compensation plans] [added: compensation plans] (excluding [removed: securities reflected] [added: securities reflected] in column [removed: (1)) |] [added: (1))] | |

| (a) | Converted from sterling, if applicable, using the November [removed: 29, 2013] [added: 28, 2014] exchange rate of [removed: $1.63:£1.] [added: $1.56:£1.] |

| (b) | Includes outstanding options to purchase Carnival plc ordinary shares under the Carnival plc Executive Share Option Plan and Carnival plc 2005 Employee Share Plan. Also includes [removed: 852,694] [added: 920,490] restricted share units outstanding under the Carnival plc 2005 Employee Share Plan. |

The additional information required by Item 12 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2013] [added: 2014] fiscal year.

[removed: | Items 13 and 14. | | Certain] [added: Certain] Relationships and Related Transactions, and Director Independence and Principal Accountant Fees and [removed: Services. |][added: Services.]

The information required by Items 13 and 14 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the [removed: 2013] [added: 2014] fiscal year.

[removed: PART IV][added: PART IV]

A.

I.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| | (1) | | | | | | |

| Equity compensation plans approved by security holders | 3,176,889 | (a) | | $52.91 | | 12,447,974 | (b) (c) |

| | 3,176,889 | | | $52.91 | | 12,447,974 | |

| | |

| | |

| | |

II.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| | (1) | | | | | | |

| Equity compensation plans approved by security holders | 1,177,828 | (b) | | $46.41 | | 8,419,820 | (c) |

| | 1,177,828 | | | $46.41 | | 8,419,820 | |

| | |

| | |

| | |

Items 13 and 14.

| --- | --- |

| --- | --- | --- |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | (1) | | | | | | | | | | |

| | | | 5,220,591 | | | $ | 49.03 | | | | 14,984,074 | |

##### [Table of Contents](#toc)

| Equity compensation plans approved by security holders | | | 1,592,401 | (b) | | $ | 45.71 | | | | 18,040,259 | (c) |

| | | | 1,592,401 | | | $ | 45.71 | | | | 18,040,259 | |

| | | |

[removed: (a)] [added: (a)] (1) Financial [removed: Statements][added: Statements]

[removed: (2)] [added: (2)] Financial Statement [removed: Schedules][added: Schedules]

[removed: (3) Exhibits][added: (3) Exhibits]

[removed: SIGNATURES][added: SIGNATURES]

| [removed: CARNIVAL CORPORATION | | |] [added: CARNIVAL CORPORATION] | [removed: CARNIVAL PLC] [added: CARNIVAL PLC] |

| /s/ Arnold W. Donald | [removed: | | |] /s/ Arnold W. Donald |

| President and Chief Executive Officer and [removed: Director] | [removed: | | |] President and Chief Executive Officer and [removed: Director] |

| [added: /s/] Arnold W. Donald | [removed: | | |] [added: /s/] Arnold W. Donald |

| President and Chief Executive Officer and | [removed: | | |] President and Chief Executive Officer and |

| Director | [removed: | | |] Director |

| /s/ David Bernstein | [removed: | | |] /s/ David Bernstein |

| David Bernstein | [removed: | | |] David Bernstein |

| Chief Financial Officer | [removed: | | |] Chief Financial Officer |

| /s/ Larry Freedman | [removed: | | |] /s/ Larry Freedman |

| Larry Freedman | [removed: | | |] Larry Freedman |

| Chief Accounting Officer and | [removed: | | |] Chief Accounting Officer and |

| Controller | [removed: | | |] Controller |

| [removed: /s/*Micky] [added: /s/* Micky] Arison | [removed: | | | /s/*Micky] [added: /s/* Micky] Arison |

| Micky Arison | [removed: | | |] Micky Arison |

| Chairman of the Board of | [removed: | | |] Chairman of the Board of |

| Directors | [removed: | | |] Directors |

| /s/*Sir Jonathon Band | [removed: | | |] /s/*Sir Jonathon Band |

| Sir Jonathon Band | [removed: | | |] Sir Jonathon Band |

| /s/*Richard J. Glasier | [removed: | | |] /s/*Richard J. Glasier |

| Richard J. Glasier | [removed: | | |] Richard J. Glasier |

| /s/*Debra Kelly-Ennis | [removed: | | |] /s/*Debra Kelly-Ennis |

| Debra Kelly-Ennis | [removed: | | |] Debra Kelly-Ennis |

| [removed: /s/*Sir] [added: s/*Sir] John Parker | [removed: | | | /s/*Sir] [added: s/*Sir] John Parker |

| Sir John Parker | [removed: | | |] Sir John Parker |

| /s/*Stuart Subotnick | [removed: | | |] /s/*Stuart Subotnick |

| Stuart Subotnick | [removed: | | |] Stuart Subotnick |

| /s/*Laura Weil | [removed: | | |] /s/*Laura Weil |

| Laura Weil | [removed: | | |] Laura Weil |

| /s/*Randall J. Weisenburger | [removed: | | |] /s/*Randall J. Weisenburger |

| Randall J. Weisenburger | [removed: | | |] Randall J. Weisenburger |

| *By: /s/ Arnaldo Perez | [removed: | | |] *By: /s/ Arnaldo Perez |

| Arnaldo Perez | [removed: | | |] Arnaldo Perez |

| (Attorney-in-fact) | [removed: | | |] (Attorney-in-fact) |

[removed: INDEX] [added: | INDEX] TO [removed: EXHIBITS][added: EXHIBITS | | | | | | | | |]

| | | [removed: | | Incorporated] [added: Incorporated] by [removed: Reference | |] [added: Reference] | | | | | | |

| | |

| | |

| January 29, 2015 | January 29, 2015 |

| | |

| | |

| CARNIVAL CORPORATION | CARNIVAL PLC |

| Director | Director |

| January 29, 2015 | January 29, 2015 |

| | |

| January 29, 2015 | January 29, 2015 |

| | |

| January 29, 2015 | January 29, 2015 |

| | |

| January 29, 2015 | January 29, 2015 |

| | |

| Director | Director |

| January 29, 2015 | January 29, 2015 |

| | |

| Director | Director |

| January 29, 2015 | January 29, 2015 |

| | |

| | |

| | |

| | |

| | |

| Director | Director |

| January 29, 2015 | January 29, 2015 |

| | |

| Director | Director |

| January 29, 2015 | January 29, 2015 |

| | |

| Director | Director |

| January 29, 2015 | January 29, 2015 |

| | |

| Director | Director |

| January 29, 2015 | January 29, 2015 |

| | |

| Director | Director |

| January 29, 2015 | January 29, 2015 |

| | |

##### [Table of Contents](#toc)

| | | | | |

| --- | --- | --- | --- | --- |

| January 29, 2014 | | | | January 29, 2014 |

| /s/ Howard S. Frank | | | | /s/ Howard S. Frank |

| Howard S. Frank | | | | Howard S. Frank |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.4* | | Carnival Cruise Lines, Inc. 1993 Restricted Stock Plan adopted on January 15, 1993 and as amended January 5, 1998 and December 21, 1998. | | 10-K | | 10.5 | | | 2/25/99 | | | |

| 10.22* | | Agreement with Pier Luigi Foschi. | | 8-K | | 10.1 | | | 9/1/09 | | | |

| 10.24* | | Carnival Corporation & plc Non-Executive Board of Director Cruise Benefit Policy. | | 10-Q | | 10.1 | | | 10/7/05 | | | |

| 10.30* | | Carnival Cruise Lines Management Incentive Plan. | | 10-K | | 10.32 | | | 1/29/13 | | | |

| 10.41* | | Corporate Aviation Administrative Policy Statement for the use of Carnival Corporation & plc aircraft. | | 10-Q | | 10.2 | | | 3/28/06 | | | |

| 10.44* | | Princess Cruises Chief Executive Officer Supplemental Retirement Plan – 2008 restatement. | | 10-Q | | 10.6 | | | 4/2/09 | | | |

| 10.46* | | Carnival Corporation 2011 Stock Plan. | | 10-Q | | 10.1 | | | 7/1/11 | | | |

| 10.58* | | Carnival Corporation & plc Stock Ownership Policy for Section 16 Officers. | | 10-Q | | 10.2 | | | 4/1/10 | | | |

| 10.63* | | 2011-1 Amendment to Princess Cruises Chief Executive Officer Supplemental Retirement Plan. | | 10-Q | | 10.3 | | | 3/30/12 | | | |

| 10.64* | | 2011-2 Amendment to Princess Cruises Chief Executive Officer Supplemental Retirement Plan. | | 10-Q | | 10.4 | | | 3/30/12 | | | |

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | Incorporated by Reference | | | | | | |

| Exhibit Number | | Exhibit Description | | Form | | Exhibit | | Filing Date | | Filed Herewith |

| --- | --- |

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as amended, we are required to provide disclosures as set forth below.

On October 17, 2012, Costa Crociere S.p.A.

(“Costa”), an Italian subsidiary of Carnival plc, entered into a general sales agent agreement with Boutimar Travel Co. Ltd (“Boutimar”), an Iranian corporation.

The agreement with Boutimar, which was entered into contrary to our compliance policy, was terminated on January 27, 2014 immediately upon discovery.

None of the guests who purchased Costa’s cruises through Boutimar were on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Office of Foreign Assets Control.

The aggregate cruise ticket payments received by Costa from these Iranian guests were approximately $215,000, net of $31,000 of retained commissions.

##### [Table of Contents](#toc)

PART III