Carnival (CCL) 10-K risk factor changes: FY2015 vs FY2014

| • | [removed: General economic and business] [added: Economic] conditions [added: and adverse world events affecting the safety and security of travel, such as civil unrest, armed conflicts and terrorist attacks,] may adversely impact [removed: consumer] [added: the] demand for [removed: vacations] [added: cruises] and, consequently, reduce our cruise brands’ net revenue yields and profitability. |

Fuel costs accounted for [removed: 20%, 21%] [added: 13%, 20%] and [removed: 23%] [added: 21%] of our cruise operating expenses in [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

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

In particular, our ability to effectively and efficiently operate shipboard and shoreside activities may be impacted by widespread public health issues/illnesses or health warnings resulting in, among other things, reduced demand for cruises and cruise [added: and ship charter] cancellations and employee absenteeism that could have an adverse effect on our sales and profitability.

For example, a severe outbreak of the influenza virus or some other pandemic could, among other things, disrupt our ability to embark/disembark passengers and crew, [added: require changes to cruise itinerary,] disrupt air [added: and ground] travel to and from ports, increase costs for prevention and treatment and adversely affect our supply [removed: chain.][added: chain and distribution systems.]

The frequency of extreme weather events such as [removed: hurricanes] [added: hurricanes, floods] and [removed: floods, which may be caused by climate change,] [added: typhoons] may not only cause disruption, alteration, or cancellation of cruises but may also adversely impact commercial airline flights, other transport and shore excursion activities or prevent our guests from electing to cruise altogether.

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 [added: and civil unrest] in North Africa, the Middle East, the [removed: Baltics] [added: Balkans] and elsewhere, geopolitical issues between China and 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.

Decreases in demand may lead to price reductions, which in turn would reduce our [removed: profitability.][added: profitability, especially in regions with popular ports-of-call.]

In addition, any [removed: events] [added: incidents] which impact the travel industry more generally may negatively impact guests’ ability or desire to travel to or from our ships or interrupt our ability to obtain services and goods from key vendors in our supply chain.

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

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 can [removed: occur.]

| • | Geographic regions in which we try to expand our business may be slow to develop and ultimately not develop how we [removed: expect,] [added: expect and our international operations are subject to additional risks not generally applicable to our U.S. operations,] thus resulting in the slower [removed: growth] [added: growth, increased costs] and [removed: profitability of] [added: adversely affecting] our [removed: business.] [added: profitability.] |

As we [added: continue to] expand our global presence [removed: in emerging markets, such as Asia,] it requires, among other things, significant levels of [added: management resources, capital and other] investments.

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

| • | Changes in and compliance with [removed: environmental] laws and regulations [added: relating to environment, health, safety, security, tax and anti-corruption under which we operate] could adversely [removed: affect our operations and thus] impact our profitability. |

[added: 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.

These limits will be further reduced in designated ECAs, including ECAs that have been or could be proposed in other prime cruising areas, such as around [removed: Australia, Hong Kong,] Japan, the Mediterranean Sea and Mexico.

As a result of these amendments, we have elected to install EGCSs on certain of our ships, which [removed: we believe will] enable our SOx emissions to meet the [removed: MARPOL current and probable future] [added: ECA] requirements [added: and the 2020 global standard] without the use of low sulfur fuel, in all material respects.

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

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

[removed: These issues are, and we believe will] continue to be, an area of focus by the relevant authorities throughout the world.

We believe that substantially all of the income earned by Carnival Corporation, Carnival plc and their ship owning or operating subsidiaries qualifies for taxation based on ship [removed: tonnage and are] [added: tonnage, is] exempt from taxation or [removed: are] [added: is] otherwise subject to minimal taxes in the jurisdictions where the entities are incorporated or do business.

The IRS interpretation of Section 883 could [added: also] differ materially from ours.

Moreover, changes could occur in the future with respect to the trading volume or trading frequency of Carnival Corporation [removed: shares.][added: shares, affecting Carnival Corporation’s status as a publicly-traded corporation for purposes of Section 883.]

We are subject to the [removed: continual] examination of our income tax returns by tax authorities in the jurisdictions where we operate.

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

| • | [removed: Our inability] [added: 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 ages. |

As our fleet ages, our repair and maintenance expenses will [removed: increase, and thus may require additional repair and maintenance work to be performed.][added: increase.]

As of January 22, [removed: 2015,] [added: 2016,] we had entered into foreign currency zero cost collars for [removed: three] [added: two] of our euro-denominated shipbuilding contracts.

These foreign currency exchange rate fluctuations may affect our [removed: desire] [added: decisions] to order new cruise ships.

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 [added: 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.]

[removed: Primarily all of our] [added: Our] guests [added: primarily] book their cruises through independent travel [removed: agents, including wholesalers, general sales] agents and tour operators.

Travel agents may face increased pressure from our [removed: competitors, particularly in the North America market,] [added: competitors] to sell and market these competitor cruises exclusively.

[removed: Gaining] [added: In addition, gaining] unauthorized access to digital systems and networks for purposes of misappropriating assets or sensitive financial, medical or other personal or business information, corrupting data, causing shoreside or shipboard operational disruptions and other [removed: cyber-related] [added: cyber-attack] risks could adversely impact our [added: reputation,] guest services and satisfaction, employee relationships, business plans, ship safety and [removed: our reputation.][added: costs.]

In addition, the operation and maintenance of our systems is in some cases dependent on third-party [removed: technologies] [added: technologies, systems] and service providers for which there is no certainty of uninterrupted availability or through which hackers could gain access to sensitive information.

These potential disruptions and cyber attacks could negatively affect [removed: costs,] [added: our reputation,] customer demand, [added: costs,] system availability and pricing for our cruises.

| • | [removed: A failure] [added: Failure] to keep pace with developments in technology could impair our operations or competitive position. |

| • | [removed: We may lose business to competitors throughout] [added: Competition from] the [removed: wider] [added: cruise ship and land-based] vacation [removed: industry, which] [added: industry] could [added: result in a loss of business and] adversely affect our operations and financial condition. |

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 [removed: cruise segments of the global vacation markets.][added: regions.]

We therefore risk losing business not only to other cruise lines, but also to [added: land-based] vacation operators that provide other travel and leisure options, including, but not limited to, hotels, resorts, theme parks, packaged holidays and tours, casino [removed: operators and] [added: operators,] vacation ownership [removed: properties.][added: properties and internet-based alternative lodging sites.]

We may experience similar or other incidents in the future.

occur.

These issues are, and we believe will

Furthermore, we are also subject to compliance with income tax laws and regulations and income tax treaties in the jurisdictions where we operate.

Possible system outages and the resulting downtime could have adverse consequences on our ability to run and manage our business.

In addition, as the use of the internet expands regulators are working on addressing the risks related to these new technologies, globalization and cybersecurity with enhanced regulations.

For example, the proposed European Union's General Data Protection Regulation promotes an increased level of protection of personal data and will provide for enhanced regulatory supervision, which may increase our costs.

We believe that incidents involving cruise ships and the related adverse media publicity, adverse economic conditions that negatively affect our profitability and overcapacity in the vacation region could also impact our ability to recruit qualified personnel.

Assuming the Brent prices remain below the floors of our zero cost collars in 2016,

2017 and 2018, realized losses on these zero cost collars will reduce the benefit we would have obtained from lower fuel prices.

Certain of our newbuilds entering service in 2018 and thereafter are designed to use LNG as a primary fuel source.

At this time, there is not a spot market for LNG like there is for bunker or marine gas oil and purchasing LNG is usually made through long-term contracts.

Further, the LNG distribution infrastructure is in the early stages of development and there are a limited number of suppliers.

In addition, we may be subject to new regulations covering the use and storage of LNG onboard our ships and we may experience difficulties in operating and maintaining new LNG-based engine technology.

| • | Misallocation of capital among our ship, joint venture and other strategic investments could adversely affect our financial results. |

We believe that having the right number and type of cruise ships for our brands is critical to our success in existing and developing regions.

In the event that we build too many ships or build or refurbish ships that are not accepted by our guests, our pricing, profitability and liquidity may be negatively impacted.

Furthermore, we have made and may continue to make joint venture and other strategic investments that may not develop as we expect, which also could adversely affect our profitability and liquidity.

| • | Future operating cash flow may not be sufficient to fund future obligations and we may be unable to obtain acceptable financing to enable us to continue to be a viable company. |

| • | Deterioration of our cruise brands' strengths and our inability to implement our strategies could adversely impact our business and profitability. |

In addition, we may not identify and provide cruise products and services that meet the needs, wants and desires of our guests and ultimately not exceed our guests' expectations, which in turn could negatively affect our profitability.

For example, we may be required to localize our cruise products and services to conform to local cultures, standards, policies and regulations.

As a result, it may be more difficult for us to replicate our successful North American, European and Australian business models and we may not be able to recover our investments in these markets.

In addition, we cannot be certain that these markets will ultimately develop as we expect, which could also adversely impact the growth and profitability of our business.

Furthermore, the used cruise ship market is small and as new cruise ships enter the industry, older ships become less competitive.

| • | Reliance on third-party providers of various services integral to the operations of our business. These third parties may act in ways that could harm our business. |

In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global business, such as our onboard concessionaires.

We are subject to the risk that certain decisions are subject to the control of our third-party service providers and that these decisions may adversely affect our activities.

A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us.

There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.

| • | Business activities that involve our co-investment with third parties may subject us to additional risks that could adversely impact our operations. |

Partnerships, joint ventures and other business structures involving our co-investment with third parties, such as our new joint venture to operate a domestic Chinese cruise brand, our investment in Grand Bahama Shipyard and our minority ownership

investments in various port development and other projects, generally include some form of shared control over the operations of the business and create additional risks, including the possibility that other investors in such ventures could become bankrupt or otherwise lack the financial resources to meet their obligations, or could have or develop business interests, policies or objectives that are inconsistent with ours.

In addition, actions by another investor may present additional risks of operational difficulties or reputational or legal concerns.

These or other issues related to our co-investment with third parties could adversely impact our operations.

| | |

| --- | --- |

These ticket price reductions may result in a less affluent guest base, which along with decreases in discretionary income or consumer confidence could also result in lower onboard revenues that could also have a negative effect on our net revenue yields and profitability.

The zero cost collars will reduce the benefit we currently expect to obtain from lower 2015 fuel prices since the current Brent prices are below the floor of our 2015 zero cost collars.

We may experience similar or other incidents in the future, even though we have and will implement policies, procedures and best practices to limit their future occurrence.

Furthermore, some of the same factors that impact our guests’ decisions to cruise with us may also impact our ability to employ qualified crew.

| • | 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 sales and profitability. |

These types of events could also impact our ability to source qualified crew from throughout the world at competitive costs and, therefore, increase our shipboard crew costs.

| • | Negative publicity concerning the cruise 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 sales and profitability. |

We may not recover our investments in these markets, and we cannot be certain that these markets will ultimately develop as we expect.

Accordingly, our business expansion may not produce the returns that we had expected, which could adversely impact the growth and profitability of our business.

Various agencies and regulatory organizations have

| • | 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 costs. |

| • | 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 profitability. |

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.

In addition, we may choose to enhance our older ships with innovative amenities and improvements in order for those ships to be more competitive with other cruise ships.

Alternatively, without these investments or otherwise these older ships may become less competitive, which could result in lower profitability and ship impairment charges.

The used cruise ship market is small.

The loss of services of any of our key management could have a material adverse effect on our business.

We are not protected by life insurance covering any of our personnel.

We do not have employment agreements with our officers, except for our President and Chief Executive Officer and the Chief Executive Officer of the Costa Group.

| • | Our success depends upon the continued strength of our cruise brands and our ability to implement our strategies. |

| • | Our international operations are subject to additional risks not generally applicable to our U.S. operations and may result in increased costs and adversely affect our financial position and results of operations. |

The growth of our international operations in China could be adversely impacted by changes in the Chinese government’s policies.

In addition, our international operations may also be subject to adverse changes in foreign currency exchange restrictions, and changes in or application of foreign taxation structures including duties and value-added taxes.

If we are unable to address these risks adequately, our financial position and results of operations could be adversely affected.

| • | Whether our future operating cash flow will be sufficient to fund future obligations and whether we will be able to obtain financing, if necessary, in sufficient amounts and on terms that are favorable or consistent with our expectations may adversely impact our financial results. |

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP, dated January 29, [removed: 2015,] [added: 2016,] and the Selected Quarterly Financial Data (Unaudited) are shown in Exhibit 13 and are incorporated by reference into this Form 10-K.

We are [added: the largest leisure travel company in the world, and] among the most profitable and financially strong [removed: leisure travel companies in the world] with a market capitalization of [removed: $36] [added: over $38] billion at January 22, [removed: 2015.][added: 2016.]

We are [added: also] the largest cruise company [removed: with a global market share of 48% based on the number] [added: having carried 47%] of [added: global cruise] guests [removed: carried] and a leading provider of vacations to all major cruise destinations throughout the world (see Part I, Item 1.

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

We operate [removed: 100] [added: 99] cruise ships within a portfolio of [removed: nine] [added: ten] leading global, regional and national cruise brands that sell tailored cruise products, services and vacation experiences in all the world’s most important vacation [removed: markets.][added: geographic areas.]

We believe having global and regional brands that are [removed: predominately] serving multiple [removed: source markets] [added: countries] and national brands that are [removed: predominately serving major source markets] [added: tailored to serve individual countries] provides us with a unique advantage to compete within the entire [added: travel and] leisure market for consumers' discretionary vacation spending.

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

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 [removed: markets] [added: geographic areas] targeting specific guest segments.

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

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

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

We [removed: have also identified] [added: will continue to identify] opportunities [removed: that are aimed at increasing our pricing, enhancing] [added: to enhance] our cruise products and services and [removed: optimizing] [added: optimize] our cost structure while preserving the unique identities of our individual brands.

We [removed: are making] [added: have made] significant investments to gain [removed: further] insight into our guests’ decision making by evaluating data included in our global database of guests to identify vacationers’ needs [removed: and wants and] [added: enabling us] to [removed: analyze] [added: further grow our share of] their [removed: purchasing behaviors.][added: vacation spend.]

We [removed: are] [added: have] also [removed: implementing] [added: implemented] strategies to grow demand by increasing consumer awareness and consideration of our cruise brands [added: and the global cruise industry] through [added: coordinated media communication, expanded trade-show presence and] advertising.

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

We have tools [added: and are implementing big data analytic solutions] that [added: will continue to] enable us to perform customer segmentation analyses, evaluate our guests’ decision making process and identify new [removed: market] growth opportunities to expand our customer base.

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

It is estimated that Chinese cruise demand will increase to [removed: 1.6] [added: over 4] million annual cruisers by 2020.

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

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

With [removed: 100] [added: 99] ships and [removed: 10.6] [added: more than 10.8] million guests in [removed: 2014,] [added: 2015,] we have the scale to optimize our structure by utilizing our combined purchasing volumes and common technologies [removed: and] [added: as well as] implementing cross-brand initiatives aimed at cost containment.

Our vision is based on four key [removed: pillars:][added: pillars that are linked to each other:]

We are building new, innovative, purpose-built ships that are larger [removed: and] [added: with a greater number of balconies,] more [added: fuel] efficient and have a wider range of onboard amenities and [removed: features, which enable us to better compete for consumers’ vacation spend.][added: features.]

[removed: As] [added: Some] of [removed: January 22, 2015, we have ten cruise] [added: these] ships [removed: scheduled to be delivered between February 2015 and November 2018, some of which] will replace existing capacity as [removed: older, smaller and] less efficient ships exit our fleet.

[removed: We] [added: Since 2006, we] have removed [removed: 16] [added: 17] ships from our fleet [removed: since 2006] and [removed: have agreements in place to] [added: will] remove [removed: three] [added: one] more [removed: ships by] [added: ship in] March 2016.

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

[removed: In addition, we] [added: We] continue to make substantial investments in our existing ship enhancement programs to improve our onboard product offerings and enrich our guests’ vacation experiences.

[removed: Our goal is to select, train and retain the finest shipboard and shoreside employees because having a] [added: A] team of highly motivated and engaged employees is key to delivering vacation experiences that exceed our guests’ expectations.

We [removed: truly] value [removed: our] [added: the] relationships [added: we have] with [removed: a diverse range of] [added: our shareholders and other] stakeholders, including [removed: guests,] travel agents, [removed: employees,] communities, [removed: shareholders,] regulatory bodies, media, creditors, [added: insurers,] shipbuilders, governments and suppliers.

Our brands [removed: are socially responsible and] work to meet or exceed [removed: the] [added: their] economic, environmental, ethical and legal [removed: responsibilities placed on them by our stakeholders.][added: responsibilities.]

Strong relationships with our travel agents are [removed: also] [added: especially] vital to our success.

We continue to strengthen our relationship with the travel agent community by increasing our communication and outreach, implementing changes based on travel agent [removed: feedback, increasing our trade marketing presence] [added: feedback] and improving our educational programs to assist agents in stimulating cruise demand.

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

A [removed: 2014] [added: 2015] Nielsen Global Consumer Confidence Survey found that after providing for savings and living expenses, the number one global spending priority is for vacations.

The premium experience typically includes cruises that last from seven to 14 days and appeal to [removed: the more experienced cruise guest] [added: those] who [removed: is usually] [added: are] more affluent and older.

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

Based on industry data, the [removed: 2014] [added: 2015] annual penetration rates when computed based on the number of annual cruise guests as a percentage of the total population are as follows (a):

| • | [removed: 3.4%] [added: 4.0%] for Australia and New Zealand, |

| • | [removed: 2.6%] [added: 2.7%] for the United Kingdom (“UK”) and |

| [removed: •] [added: (c)] | [removed: 1.3% for] [added: For the purpose of the penetration rate calculation,] continental Europe [removed: (Germany,] [added: includes Germany,] Italy, France, Spain and [removed: Portugal).] [added: Portugal.] |

| (a) | [removed: 2014] [added: 2015] annual penetration rates were computed based on the historical number of cruise guests carried for at least two consecutive nights obtained from G.P. Wild (International Limited) (“G.P. Wild”), an independent cruise research [removed: company,] [added: company] and [removed: internally developed estimates of increases in capacity.] [added: internal estimates.] |

“Our Global Cruise Business – Principal Source Geographic Areas and Cruise Brands.”

As we drive toward double digit returns with increasing operating cash flows, we are committed to returning free cash flows to our shareholders in the form of dividends and/or share buybacks.

In 2015, we increased our quarterly dividend by 20% to $0.30 per share from $0.25 per share and repurchased $276 million of our shares.

We believe measured capacity growth further drives higher revenue yields.

In addition, we are in the process of developing a state-of-the-art revenue management system that will ultimately enable our brands to further optimize pricing and inventory.

We are also implementing new initiatives to better coordinate and optimize our brands' global deployment strategies to maximize guest satisfaction and itinerary profits.

We are also implementing initiatives to strengthen our onboard revenue programs.

We have established global leadership positions for communications, guest experience, maritime, procurement, revenue management and strategy to increase collaboration and communication across our brands and help coordinate our global efforts and initiatives.

In addition, we are integrating certain back office functions to achieve the full benefits of our scale.

These ships enable us to better compete with other vacation options for consumers’ vacation spend while achieving greater economies of scale resulting in improving returns on invested capital.

As of January 22, 2016, we have a total of 17 cruise ships scheduled to be delivered between 2016 and 2020.

"Our Global Cruise Business" for further information.

We are continuing to work on the next generation of innovative guest experiences so as to ensure we will be consistently exceeding our guest expectations.

Our goal is to recruit, develop and retain the finest shipboard and shoreside employees.

We are a diverse organization and value and support our talented and diverse employee base.

We also are committed to employing people from around the world and hiring them based on the quality of their experience, skills, education and character, without regard for their identification with any group or classification of people.

| • | 1.9% for continental Europe (c). |

Cruising in China is in the early stages of development.

With a growing middle class, almost 135 million Chinese tourists are expected to have traveled abroad in 2015 and it is expected to grow to 200 million by 2020.

About 90% of Chinese outbound travel happens in Asia, with most destinations reachable by sea.

To encourage first-time and repeat cruisers and better compete with other vacation alternatives the cruise industry has done, among other things, the following:

| • Expanded entertainment options, • Provided flexible dining options including open-seating dining, | • Offered money-back guarantees, • Added more shipboard attractions, |

| • Added branded specialty restaurants, bars and cafés, • Enhanced internet and communication capabilities, | • Refocused marketing efforts, • Enhanced training of travel agents and |

| • Offered shorter cruises from a variety of home ports, | • Collaborated with well-known brands to attract more families. |

purchase entertainment, travel and discretionary products and services.

| 2016 (c) | 466,000 | | 221,000 |

| 2017 (c) | 494,000 | | 230,000 |

| 2018 (c) | 521,000 | | 235,000 |

| (b) | Global Cruise Industry amounts were obtained from internal estimates and data provided by the Cruise Line Industry Association ("CLIA"), which is a non-profit marketing and training organization formed to promote cruising. |

| 2011 | 11,561,000 | | 8,959,000 | | 20,520,000 | | 9,559,000 |

| 2012 | 11,767,000 | | 9,046,000 | | 20,813,000 | | 9,829,000 |

| 2013 | 11,820,000 | | 9,523,000 | | 21,343,000 | | 10,061,000 |

| 2014 | 12,281,000 | | 9,759,000 | | 22,040,000 | | 10,566,000 |

| 2015 (b) | 12,361,000 | | 10,612,000 | | 22,973,000 | | 10,837,000 |

| | 216,130 | | | 100 | % | | 99 | |

| | | | | |

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

| | | | | |

| Newbuild | 3/18 | | 3,880 | |

| Majestic Princess | 3/17 | | 3,560 | |

Business.

"C.

“ Our Global Cruise Business – North America” and “ Our Global Cruise Business – Europe, Australia & Asia.”

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.

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.

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 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.

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.

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.

Furthermore, we continue to make investments in our ships’ maritime systems to improve their safety and reliability, which also allows us to operate them more efficiently and sustainably.

As a result of our efficiency improvements and initiatives, we have reduced our unit fuel consumption by almost 5% in 2014 and 25% since 2007 and have achieved our stated goal of delivering a 20% reduction (per unit) in the intensity of carbon dioxide emissions from our shipboard operations one year prior to our target date.

We are currently developing new goals aimed at protecting the environment and further reducing our fuel consumption.

We are installing new exhaust gas cleaning systems on our ships to achieve environmental objectives and mitigate the financial impact of the new 2015 low sulfur regulatory requirements.

In addition, we are also implementing a series of new energy saving technology initiatives across our fleet in areas such as propulsion, air conditioning and waste heat recovery systems as well as more efficient lighting in order to help reduce our carbon footprint and costs.

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

Our leading vacation destination experiences, including those at our unique private islands, such as Half Moon Cay and Princess Cays®, and company-owned ports, such as those in Cozumel, Mexico and Roatan, Honduras, as well as preferential access to other leading destinations, support our portfolio of first-choice cruise brands.

Our cruise products and services are tailored to specific geographic areas and lifestyles, which allows us to penetrate each geographic area more effectively.

We are conducting psychographic segmentation studies, including qualitative and quantitative surveys and analyses, to gain a more insightful and impactful understanding of our guests’ needs, wants and expectations.

We will then target our advertising and promotions toward these specific guest segments in order to drive demand for our offerings and better guide our guests to the cruise brand experience that best matches their tastes.

These studies should enable us to better differentiate each brand in the minds of vacationers and consumers-at-large and adjust the product and service offerings of our brands.

We recognize the importance of cultivating lifelong relationships with our guests and creating brand advocates through personal interactions with our highly trained, motivated and service-oriented employees and by providing enjoyable vacation experiences.

We are continually introducing new innovative cruise products and services, such as the Carnival LIVETM concert series and the first culinary school at sea at P&O Cruises (UK) designed by a celebrity chef, to attract more first-time cruisers.

We also continue to add to our shipboard amenities, such as Carnival Cruise Line’s Fun Ship® 2.0 product enhancement initiatives, AIDA’s Four Elements Fun Park and P&O Cruises (Australia)’s shipboard adventure series, P&OEdgeTM, to enhance the experience of new as well as repeat guests.

We are working toward providing our guests and crew with improved shipboard internet connectivity to enable them to share their onboard experiences with family and friends.

Overall, we are committed to preserving the positive image and reputation of all of our first choice brands and are dedicated to making our guests’ experience at every touch point before, during and after their cruise truly exceptional so that our guests become our lifelong advocates.

These larger ships enable us to obtain greater economies of scale.

In 2014, we introduced Princess Cruises’ 3,560-passenger Regal Princess and Costa Cruises’ 3,692-passenger Costa Diadema.

We strategically time the introduction of additional ships into our brands to allow ample time for those lines to further grow their guest base and absorb the new capacity.

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

We believe the increasing deployment of ships into the emerging Asia market may further moderate the level of supply in North America and Western Europe.

We also deliver on diversity and inclusion by having highly empowered and inspired employees from over 100 countries serving onboard our fleet and at our shoreside facilities.

We have structured our work processes and incentive compensation plans to reflect a culture that enables our brands to better align their individual performance with our primary financial goals.

Our management teams are aligned by geographic region to further optimize our operations, utilize our scale and better manage our performance.

Our media communication programs are designed to strengthen these relationships so as to help us attract new cruisers and provide for balanced and fair reporting of cruise industry events.

We help create a higher standard of living and quality of life in our home communities and those that we visit.

We host travel professionals on our ships to provide them with an opportunity to better experience our products and services and also to engage with them on a more focused level.

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

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

In March 2015, the Alaska Department of Environmental Conservation issued Notices of Violations to all of the major cruise lines who had operated in the state of Alaska, including Carnival Cruise Line, Holland America Line and Princess Cruises, for alleged violations of the Alaska Marine Vessel Visible Emission Standards that occurred over the last several years.

We are cooperating with the state of Alaska and conducting our own internal investigation into these matters.

For the fiscal year ended November 30, [removed: 2014] [added: 2015] or

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

| 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: $16.1] [added: $20.1] 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: $7.4] [added: $8.5] billion as of the last business day of the registrant’s most recently completed second fiscal quarter. |

| At January 20, [removed: 2015,] [added: 2016,] Carnival Corporation had outstanding [removed: 592,688,153] [added: 577,744,614] shares of its Common Stock, $0.01 par value. | | At January 20, [removed: 2015,] [added: 2016,] Carnival plc had outstanding [removed: 216,052,515] [added: 216,456,140] Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and [removed: 592,688,153] [added: 577,744,614] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. |

FOR THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2014][added: 2015]

| | | Page | [removed: |]

| PART I | | | [removed: |]

[removed: Item 1.][added: Item 5(a).]

[removed: Item 1A.][added: Item 6.]

[removed: Item 1B.][added: Item 7.]

[removed: Item 2.][added: Item 7A.]

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

Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of][added: of Equity Securities –]

Selected Financial [removed: Data 51][added: Data.]

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations 51][added: Operations.]

Quantitative and Qualitative Disclosures About Market [removed: Risk 51][added: Risk.]

[removed: Financial] [added: | | Item 8. | [Financial] Statements and Supplementary [removed: Data 51][added: Data...............................................................................................](#sbc11ee7d23284c3f8075780a510b33a8) | [46](#sbc11ee7d23284c3f8075780a510b33a8) |]

[removed: Changes] [added: | | Item 9. | [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure 51][added: Disclosure..........................](#s28c79a7eac1f4a5f985a53d7b6d26e55) | [46](#s28c79a7eac1f4a5f985a53d7b6d26e55) |]

| [added: |] PART III | | | [removed: |]

[removed: Directors,] [added: | | Item 10. | [Directors,] Executive Officers and Corporate [removed: Governance 52][added: Governance..............................................................................](#s34b3159315e64283adabc4c500558215) | [46](#s34b3159315e64283adabc4c500558215) |]

[removed: Item] [added: | | Item] 11. [added: | [Executive Compensation.................................................................................................................................](#s25602a9934a941b4a90877e975111e9f) | [47](#s25602a9934a941b4a90877e975111e9f) |]

[removed: Security] [added: | | Item 12. | [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters 52][added: Matters.......](#s1bb187a8c54141e3901e34bf42658a0d) | [47](#s1bb187a8c54141e3901e34bf42658a0d) |]

10-K 1 a2015form10-kfrontpart.htm 10-K

| | | |

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

| | | |

| Item 1. | [Business............................................................................................................................................................](#s1e3488c4b02742699e1ab6e94e08fb7e) | [4](#s1e3488c4b02742699e1ab6e94e08fb7e) |

| | [A. Overview.............................................................................................................................................](#s1e3488c4b02742699e1ab6e94e08fb7e) | [4](#s1e3488c4b02742699e1ab6e94e08fb7e) |

| | [I. Summary......................................................................................................................................](#s1e3488c4b02742699e1ab6e94e08fb7e) | [4](#s1e3488c4b02742699e1ab6e94e08fb7e) |

| | [II.Vision, Goals and Related Strategies..........................................................................................](#s3a9688db38f047dd8b1178110cee87b6) | [4](#s3a9688db38f047dd8b1178110cee87b6) |

| | [B. Global Cruise Industry.........................................................................................................................](#s857beea29f7c46338c1b76ea6f79c48a) | [6](#s857beea29f7c46338c1b76ea6f79c48a) |

| | [I. Overview......................................................................................................................................](#s857beea29f7c46338c1b76ea6f79c48a) | [6](#s857beea29f7c46338c1b76ea6f79c48a) |

| | [II. Favorable Characteristics of the Global Cruise Industry............................................................](#s143e96e7c8d447a0bd6a737396560f35) | [6](#s143e96e7c8d447a0bd6a737396560f35) |

| | [III. Passenger Capacity and Cruise Guests Carried.........................................................................](#sfe66426b0620444da9d614f27f963fe7) | [8](#sfe66426b0620444da9d614f27f963fe7) |

| | [C. Our Global Cruise Business.................................................................................................................](#s790451bfb6c0473c906d4b57fb4eb431) | [9](#s790451bfb6c0473c906d4b57fb4eb431) |

| | [I. Segment Information...................................................................................................................](#s790451bfb6c0473c906d4b57fb4eb431) | [9](#s790451bfb6c0473c906d4b57fb4eb431) |

| | [II. Ships Under Contract for Construction......................................................................................](#s5e6059691c9d4da486817e96cfec7afa) | [10](#s5e6059691c9d4da486817e96cfec7afa) |

| | [III. Cruise Brands............................................................................................................................](#s59f779e84d6244c3afe03e36620bc0ac) | [11](#s59f779e84d6244c3afe03e36620bc0ac) |

| | [IV. Principal Source Geographic Areas..........................................................................................](#s68fc1dc4b85d4e74b1dcedd0a432e2dd) | [16](#s68fc1dc4b85d4e74b1dcedd0a432e2dd) |

| | [V. Cruise Programs.........................................................................................................................](#s19602b2d673c479ca77b1c93f2120153) | [17](#s19602b2d673c479ca77b1c93f2120153) |

| | [VI. Cruise Pricing and Payment Terms..........................................................................................](#s267cc4ef527b4364abfc63c14bc37e24) | [17](#s267cc4ef527b4364abfc63c14bc37e24) |

| | [VII. Seasonality..............................................................................................................................](#s79cccba622644b56aea75d417f2375b7) | [17](#s79cccba622644b56aea75d417f2375b7) |

| | [VIII. Onboard and Other Revenues................................................................................................](#s85f8f0a47ac1412b91870ea844d6b89b) | [17](#s85f8f0a47ac1412b91870ea844d6b89b) |

| | [IX. Marketing Activities.................................................................................................................](#sf8582ffc5f314181904d5b204b033511) | [17](#sf8582ffc5f314181904d5b204b033511) |

| | [X. Sales Relationships....................................................................................................................](#s4b212bcb9f024df5912fd21b526935d0) | [18](#s4b212bcb9f024df5912fd21b526935d0) |

| | [XI. Employees................................................................................................................................](#seb8aa4c83c0346a1b2472f18fd765a75) | [19](#seb8aa4c83c0346a1b2472f18fd765a75) |

| | [XII. Training...................................................................................................................................](#se0ccefbcde5b49eba830db694b6f57c1) | [19](#se0ccefbcde5b49eba830db694b6f57c1) |

| | [XIII. Information Technology.........................................................................................................](#s99392ccaaa9a44348647b4b22a165e84) | [19](#s99392ccaaa9a44348647b4b22a165e84) |

| | [XIV. Supply Chain..........................................................................................................................](#sf6753c55cf534ba1a6a4b791ba78467d) | [20](#sf6753c55cf534ba1a6a4b791ba78467d) |

| | [XV. Insurance..................................................................................................................................](#s6110e560bad040fbbbbf49445fad1d64) | [20](#s6110e560bad040fbbbbf49445fad1d64) |

| | [XVI. Cruise Ports and Destination Developments.........................................................................](#sbc4d9b55853f43d9992403b467f875af) | [21](#sbc4d9b55853f43d9992403b467f875af) |

| | [XVII. Principal Joint Ventures........................................................................................................](#s1501f480c42d4a368b6b021a89607dc2) | [21](#s1501f480c42d4a368b6b021a89607dc2) |

| | [XVIII. Sustainability.......................................................................................................................](#s98e2eaf1baef43978f94eca0ee08152f) | [22](#s98e2eaf1baef43978f94eca0ee08152f) |

| | [XIX. Governmental Regulations....................................................................................................](#scbf7e3c58bcb4d8abc41d31b3e1da6be) | [24](#scbf7e3c58bcb4d8abc41d31b3e1da6be) |

| | [XX. Taxation..................................................................................................................................](#s9889a6d4ac93458d91bb2e2d04156270) | [30](#s9889a6d4ac93458d91bb2e2d04156270) |

| | [XXI. Trademarks and Other Intellectual Property.........................................................................](#sf64df9efb8844f77be60f13bca306454) | [31](#sf64df9efb8844f77be60f13bca306454) |

| | [XXII. Competition.........................................................................................................................](#s7556c6c802aa4d4397c65c9eee1b2f0a) | [32](#s7556c6c802aa4d4397c65c9eee1b2f0a) |

| | [D. Website Access to Carnival Corporation & plc SEC Reports..............................................................](#s59270be73df14bfc8b2b441cb644fe47) | [32](#s59270be73df14bfc8b2b441cb644fe47) |

| | [E. Industry and Market Data......................................................................................................................](#s025bd8d006da431a94f2753794a34eeb) | [32](#s025bd8d006da431a94f2753794a34eeb) |

| Item 1A. | [Risk Factors....................................................................................................................................................](#sccea033d17f748d7bcd6b2d849daeea9) | [32](#sccea033d17f748d7bcd6b2d849daeea9) |

| Item 1B. | [Unresolved Staff Comments...........................................................................................................................](#sd45c76000b2a435499dfd86c7fef78e7) | [43](#sd45c76000b2a435499dfd86c7fef78e7) |

| Item 2. | [Properties........................................................................................................................................................](#sca80fb1a1134454cb4d2aefb2cd01220) | [43](#sca80fb1a1134454cb4d2aefb2cd01220) |

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

Business 3

Risk Factors 37

Unresolved Staff Comments 47

Properties 47

Item 3.

Legal Proceedings 48

Item 4.

Mine Safety Disclosures 48

Item 5.

| | Equity Securities | 49 | |

Item 6.

Item 7.

Item 7A.

Item 8.

Item 9.

Item 9A.

Controls and Procedures 51

Item 10.

Executive Compensation 52

Item 12.

Portions of the Registrants’ [removed: 2015] [added: 2016] 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.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Item 14.

Principal Accountant Fees and Services.

PART I

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

| | | | |

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.

As of January 22, [removed: 2015,] [added: 2016,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| Carnival Corporation [removed: headquarters and Carnival Cruise Line] [added: Headquarters] | | Miami, FL U.S.A. | | [removed: 463,000/12,000] [added: 136,000/72,000] | | Own/Lease |

| Holland America Line, [added: Seabourn and] Holland America Princess Alaska Tours [removed: and Seabourn] | | Seattle, WA U.S.A. | | [removed: 184,000] [added: 182,000] | | Lease |

| Costa | | Genoa, Italy | | [removed: 224,000/66,000] [added: 246,000/66,000] | | Own/Lease |

| Carnival plc [removed: headquarters, Cunard and P&O Cruises (UK)] [added: Headquarters] | | Southampton, England | | [removed: 150,000] [added: 10,000] | | Lease |

| P&O Cruises (Australia) | | Sydney, NSW Australia | | [removed: 57,000] [added: 58,000] | | Lease |

“Our Global Cruise Business,” and Note [removed: 6,] [added: 7,] “Commitments” and Note [removed: 10,] [added: 11,] “Fair Value Measurements, Derivative Instruments and Hedging Activities” to our Consolidated Financial Statements in Exhibit 13 to this Form 10-K.

| | | | | | | |

| | | | | | | |

| Carnival Cruise Line | | Miami, FL U.S.A. | | 327,000 | | Own |

| | | | | | | |

| Costa Group | | | | | | |

| Costa Group | | Hamburg, Germany | | 41,000 | | Lease |

| | | | | | | |

| Holland America Group | | | | | | |

| | | | | | | |

| P&O Cruises (UK) and Cunard | | Southampton, England | | 140,000 | | Lease |

| Micky Arison | [removed: 65] [added: 66] | | [removed: 43] [added: 44] | | Chairman of the Boards of Directors |

| David Bernstein | [removed: 57] [added: 58] | | [removed: 16] [added: 17] | | Chief Financial Officer |

| Alan B. Buckelew | [removed: 66] [added: 67] | | [removed: 37] [added: 38] | | Chief Operations Officer |

| Arnold W. Donald | [removed: 60] [added: 61] | | [removed: 14] [added: 15] | | President and Chief Executive Officer and Director |

| Larry Freedman | [removed: 63] [added: 64] | | [removed: 16] [added: 17] | | Chief Accounting Officer and Controller |

| Stein Kruse | [removed: 56] [added: 57] | | [removed: 15] [added: 16] | | Chief Executive Officer of Holland America Group |

| Josh Leibowitz | [removed: 43] [added: 44] | | [removed: 1] [added: 2] | | Chief Strategy Officer |

| David Noyes | [removed: 52] [added: 53] | | [removed: 3] [added: 4] | | Chief Executive Officer of Carnival UK |

| Arnaldo Perez | [removed: 54] [added: 55] | | [removed: 22] [added: 23] | | General Counsel and Secretary |

| Michael Thamm | [removed: 51] [added: 52] | | [removed: 21] [added: 22] | | Chief Executive Officer of Costa Group |

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

[removed: We cannot be certain that Carnival Corporation] and Carnival plc will continue their dividend in the future, and if so, the amount and timing of such future dividends are not determinable and may be different than the levels and have a different timing than are disclosed above.

Our Boards of Directors have authorized, subject to certain restrictions, the repurchase of up to an aggregate of [removed: $1] [added: $1.0] billion of Carnival Corporation common stock and/or Carnival plc ordinary shares (the “Repurchase Program”).

[added: (b)] During the [removed: year] [added: three months] ended November 30, [removed: 2014,] [added: 2015,] there were no repurchases of Carnival [removed: Corporation common stock or Carnival] plc ordinary shares under the Repurchase Program.

At January 22, [removed: 2015,] [added: 2016,] the remaining availability under the Stock Swap programs was 18.1 million Carnival plc ordinary shares and [removed: 32.0] [added: 26.9] 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: 2015] [added: 2016] annual general meeting or [removed: October 16, 2015.][added: July 13, 2016.]

[removed: Depending on market] conditions and other factors, we may repurchase shares of Carnival Corporation common stock and/or Carnival plc ordinary shares under the Repurchase Program and the Stock Swap programs concurrently.

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 [added: 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: 2015.][added: 2016.]

In the event Carnival Corporation common stock trades at a discount to Carnival plc ordinary shares, we may elect to sell existing ordinary shares of Carnival plc, with such sales made by Carnival Corporation or Carnival Investments Limited through [removed: a] [added: its] sales [removed: agent,] [added: agent] from time to time at prevailing market prices in ordinary brokers’ transactions, and use the sale proceeds to repurchase shares of Carnival Corporation common stock in the U.S. market on at least an equivalent basis.

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 [removed: 32.0] [added: 26.9] million shares remaining at January 22, [removed: 2015.][added: 2016.]

| 2015 | $0.25 | | $0.25 | | $0.30 | | $0.30 |

We cannot be certain that Carnival Corporation

During the three months ended November 30, 2015, purchases of Carnival Corporation common stock pursuant to the Repurchase Program were as follows:

| | | | | | | | |

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

| | | | | | | | |

| Period | | Total Number of Shares of Carnival Corporation Common Stock Purchased (a) | | | Average Price Paid per Share of Carnival Corporation Common Stock | | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Repurchase Program (b) |

| | | | | | | | (in millions) |

| September 1, 2015 through September 30, 2015 | | 20,010 | | | $49.31 | | $970 |

| October 1, 2015 through October 31, 2015 | | 1,021,767 | | | $52.16 | | $916 |

| November 1, 2015 through November 30, 2015 | | 4,199,045 | | | $51.81 | | $699 |

| Total | | 5,240,822 | | | $51.87 | | |

(a) No shares of Carnival Corporation common stock were purchased outside of publicly announced plans or programs.

During 2015, we repurchased 5.3 million shares of Carnival Corporation common stock for $276 million under the Repurchase Program.

In 2014, there were no repurchases of Carnival Corporation common stock under the Repurchase Program.

In 2015 and 2014, there were no repurchases of Carnival plc ordinary shares under the Repurchase Program.

From December 1, 2015 through January 27, 2016, we repurchased 9.6 million shares of Carnival Corporation common stock for $486 million under the Repurchase Program.

On January 28, 2016, the Boards of Directors approved a modification of the Repurchase Program authorization that increased the remaining $213 million of authorized repurchases by $1.0 billion.

Accordingly, at January 28, 2016 the remaining availability under the Repurchase Program was $1.2 billion.

Depending on market

During 2014, no Carnival Corporation common stock or Carnival plc ordinary shares were sold or repurchased under the “Stock Swap” programs.

During 2015, under the Stock Swap programs, Carnival Investments Limited sold 5.1 million Carnival plc ordinary shares through its sales agent, Goldman Sachs International ("Goldman"), for total gross proceeds of $266 million and paid commission fees to Goldman of $1.9 million and $0.4 million in other governmental and regulatory transaction fees resulting into total net proceeds of $264 million.

During the three months ended November 30, 2015, we paid $0.7 million in commission fees to Goldman and $0.1 million in other governmental and regulatory transaction fees.

Substantially all of the net proceeds from these sales were used to purchase 5.1 million shares of Carnival Corporation common stock.

During 2015, no Carnival Corporation common stock was sold or Carnival plc ordinary shares were repurchased under the “Stock Swap” program.

During the three months ended November 30, 2015, purchases of Carnival Corporation common stock pursuant to the Stock Swap program were as follows:

| | | | | | | | |

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

| | | | | | | | |

| Period | | Total Number of Shares of Carnival Corporation Common Stock Purchased (a) | | | Average Price Paid per Share of Carnival Corporation Common Stock | | Maximum Number of Carnival Corporation Common Stock That May Yet Be Purchased Under the Carnival Corporation Stock Swap Program (b) |

| | | | | | | | (in millions) |

| September 1, 2015 through September 30, 2015 | | 140,000 | | | $49.28 | | 28.6 |

| October 1, 2015 through October 31, 2015 | | 1,183,000 | | | $50.24 | | 27.5 |

| November 1, 2015 through November 30, 2015 | | 550,000 | | | $51.61 | | 26.9 |

| Total | | 1,873,000 | | | $50.70 | | |

(a) No shares of Carnival Corporation common stock were purchased outside of publicly announced plans or programs.

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

| | |

| --- | --- |

| (a) | Includes the regular quarterly dividend of $0.25 per share and a special dividend of $0.50 per share. |

Since March 2013, the remaining availability under the Repurchase Program has been $975 million.

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

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: 2014,] [added: 2015,] that they are effective as described above.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the [removed: 1992] [added: 2013] Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).

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: 2014.][added: 2015.]

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: 2014] [added: 2015] as stated in their report, which is shown in Exhibit 13 and is incorporated by reference into this Form 10-K.

There have been no changes in our internal control over financial reporting during the quarter ended November 30, [removed: 2014] [added: 2015] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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: 2014] [added: 2015] 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.

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: 2014] [added: 2015] fiscal year.

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: 2014.][added: 2015.]

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

| Equity compensation plans [added: not] approved by security holders | [removed: 3,176,889] [added: \-] | [removed: (a)] | | [removed: $52.91] | [added: \-] | [removed: 12,447,974] | [removed: (b) (c)] [added: \-] | [added: | |]

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

| (a) | Includes outstanding options to purchase Carnival Corporation common stock under the Carnival Corporation [removed: 2002 Stock Plan and Carnival Corporation] 2001 Outside Director Stock Plan. Also includes [removed: 2,375,557] [added: 2,153,696] 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: 2014] [added: 2015] as follows: [removed: 2,253,501] [added: 2,190,692] under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 30,427] [added: 27,151] shares subject to purchase during the current purchase period and [removed: 10,194,473] [added: 10,025,441] under the Carnival Corporation 2011 Stock Plan. |

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: 2014.][added: 2015.]

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

| Equity compensation plans approved by security holders | [removed: 1,177,828] [added: 823,244] | [removed: (b)] | [added: (a)] | [removed: $46.41] | [added: \-] | [removed: 8,419,820] | [removed: (c)] [added: 8,229,438] | [added: | (b) |]

| [removed: (b)] [added: (a)] | Includes [added: restricted share units] outstanding [removed: options to purchase Carnival plc ordinary shares] under the Carnival plc [removed: Executive Share Option Plan and Carnival plc] 2005 Employee Share [removed: Plan. Also includes 920,490 restricted share units outstanding under the] [added: Plan and] Carnival plc [removed: 2005] [added: 2014] Employee Share Plan. |

| [removed: (c)] [added: (b)] | [removed: In addition to options, the] [added: The] Carnival plc [removed: 2005] [added: 2014] Employee Share Plan provides for the award of restricted shares and restricted share units without limitation on the number of shares that can be awarded in either form. |

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: 2014] [added: 2015] fiscal year.

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: 2014] [added: 2015] fiscal year.

| | | | | | | | | | |

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

| | | | | | | | | | |

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

| Equity compensation plans approved by security holders | 2,188,696 | | (a) | | $47.83 | | 12,216,133 | | (b) (c) |

| | 2,188,696 | | | | $47.83 | | 12,216,133 | | |

| | | | | | | | | | |

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

| | | | | | | | | | |

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

| | 823,244 | | | | \- | | 8,229,438 | | |

| | | | | | | | |

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

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

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

| | |

| --- | --- |

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

| (a) | Converted from sterling, if applicable, using the November 28, 2014 exchange rate of $1.56:£1. |

| 4.1 | Agreement of Carnival Corporation and Carnival plc, dated January 22, [removed: 2015] [added: 2016] to furnish certain debt instruments to the Securities and Exchange Commission. | | | | | | | X |

| [removed: 4.13] [added: 4.11] | Specimen Ordinary Share Certificate. | S-3 | | 4.1 | | 7/2/09 | | |

| 10.12* | Amendment to the Carnival Corporation [removed: Supplemental Executive Retirement] [added: “Fun Ship” Nonqualified Savings] Plan. | [removed: 10-K] [added: 10-Q] | | [removed: 10.31] [added: 10.2] | | [removed: 2/28/01] [added: 3/30/07] | | |

| 10.13* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-K | | [removed: 10.33] [added: 10.34] | | [removed: 2/28/00] [added: 2/28/01] | | |

| 10.14* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | [removed: 10-Q] [added: 10-K] | | [removed: 10.2] [added: 10.37] | | [removed: 3/30/07] [added: 2/28/02] | | |

| [removed: 10.15*] [added: 10.11*] | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-K | | [removed: 10.34] [added: 10.33] | | [removed: 2/28/01] [added: 2/28/00] | | |

| [removed: 10.16*] [added: 10.18*] | Amendment [removed: to] [added: of] the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | [removed: 10-K] [added: 10-Q] | | [removed: 10.37] [added: 10.1] | | [removed: 2/28/02] [added: 4/14/03] | | |

| [removed: 10.17*] [added: 10.21*] | Amendment to the Carnival Corporation [removed: Supplemental Executive Retirement] [added: “Fun Ship” Nonqualified Savings] Plan. | 10-Q | | 10.3 | | [removed: 3/30/07] [added: 4/8/04] | | |

| [removed: 10.18*] [added: 10.15*] | Amended and Restated Carnival Corporation 2001 Outside Director Stock Plan. | 10-Q | | 10.1 | | 6/30/09 | | |

| [removed: 10.19*] [added: 10.26*] | Amended and Restated Carnival Corporation [removed: 2002] [added: 2011] Stock Plan. | [removed: 10-Q] [added: 10-K] | | [removed: 10.3] [added: 10.39] | | [removed: 4/2/09] [added: 1/29/15] | | |

| [removed: 10.20] [added: 10.16] | Succession Agreement, dated as of May 28, 2002, to Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison. | 10-Q | | 10.2 | | 7/12/02 | | |

| [removed: 10.21*] [added: 10.17*] | Amendment to the Carnival Corporation Nonqualified Retirement Plan For Highly Compensated Employees. | 10-Q | | 10.1 | | 3/28/06 | | |

| 10.22* | Amendment [removed: of] [added: to] the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | 10.1 | | [removed: 4/14/03] [added: 4/7/05] | | |

| [removed: 10.23*] [added: 10.19*] | Amendment of the Carnival Corporation Nonqualified Retirement Plan For Highly Compensated Employees. | 10-Q | | 10.2 | | 4/14/03 | | |

| [removed: 10.25*] [added: 10.35*] | Form of [removed: Carnival Corporation] Performance-Based Restricted Stock Unit [removed: Agreement.] [added: Agreement for the Carnival Corporation 2011 Stock Plan.] | 10-Q | | 10.1 | | [removed: 4/1/11] [added: 10/3/13] | | |

| [removed: 10.26*] [added: 10.30*] | Amendment to the Carnival Corporation [removed: Supplemental Executive Retirement] [added: “Fun Ship” Nonqualified Savings] Plan. | 10-Q | | 10.1 | | [removed: 4/8/04] [added: 4/1/10] | | |

| [removed: 10.27*] [added: 10.20*] | Amendment to the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. | 10-Q | | 10.2 | | 4/8/04 | | |

| [removed: 10.28*] [added: 10.31*] | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | 10.3 | | [removed: 4/8/04] [added: 4/1/10] | | |

| 10.29* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | [removed: 10.1] [added: 10.8] | | [removed: 4/7/05] [added: 4/2/09] | | |

| [removed: 10.30*] [added: 10.23*] | Form of Nonqualified Stock Option Agreement for the Amended and Restated Carnival Corporation 2001 Outside Director Stock Plan. | 10-Q | | 10.5 | | 10/7/05 | | |

| [removed: 10.31*] [added: 10.34*] | Form of [added: Executive] Restricted Stock [removed: Award] Agreement for the [removed: Amended and Restated] Carnival Corporation [removed: 2001 Outside Director] [added: 2011] Stock Plan. | [removed: 10-K] [added: 10-Q] | | [removed: 10.60] [added: 10.2] | | [removed: 1/29/08] [added: 3/30/12] | | |

| [removed: 10.32*] [added: 10.39*] | Form of [added: Performance-Based] Restricted Stock Unit [removed: Award] Agreement for [added: Special Executive Award for] the [removed: Amended and Restated] Carnival Corporation [removed: 2001 Outside Director] [added: 2011] Stock Plan. | [removed: 10-K] [added: 10-Q] | | [removed: 10.61] [added: 10.3] | | [removed: 1/29/08] [added: 4/2/14] | | |

| [removed: 10.34*] [added: 10.24*] | Carnival Corporation 2011 Stock Plan Non-Employee Director Restricted Stock Unit. | 10-Q | | 10.2 | | 7/1/11 | | |

| [removed: 10.35*] [added: 10.25*] | Carnival Corporation 2011 Stock Plan Non-Employee Director Restricted Stock Award Agreement. | 10-Q | | 10.3 | | 7/1/11 | | |

| [removed: 10.36*] [added: 10.40*] | Form of [added: Performance-Based] Restricted [removed: Share] [added: Stock] Unit [added: Agreement for Special Executive] Award [removed: Certificate] for the [removed: Amended and Restated] Carnival plc 2005 Employee Share Plan. | 10-Q | | [removed: 10.3] [added: 10.4] | | [removed: 3/28/06] [added: 4/2/14] | | |

| [removed: 10.37*] [added: 10.41*] | Form of [added: Performance-Based] Restricted Stock Unit Agreement for the [removed: Amended and Restated] Carnival Corporation [removed: 2002] [added: 2011] Stock Plan. | [removed: 10-K] [added: 10-Q] | | [removed: 10.67] [added: 10.1] | | [removed: 1/29/08] [added: 7/2/14] | | |

| [removed: 10.40*] [added: 10.44*] | Form of [removed: Executive] [added: Performance-Based] Restricted Stock [added: Unit] Agreement for the [removed: Amended and Restated] Carnival Corporation [removed: 2002] [added: 2011] Stock Plan. | 10-Q | | [removed: 10.4] [added: 10.1] | | [removed: 4/2/09] [added: 7/1/15] | | |

| [removed: 10.41*] [added: 10.42*] | Form of [removed: Carnival plc] Performance-Based Restricted Stock Unit [removed: Agreement.] [added: Agreement for the Carnival plc 2005 Employee Share Plan.] | 10-Q | | 10.2 | | [removed: 4/1/11] [added: 7/2/14] | | |

| [removed: 10.42*] [added: 10.32*] | Amendment to the Carnival Corporation [removed: Supplemental Executive Retirement] [added: “Fun Ship” Nonqualified Savings] Plan. | [removed: 8-K] [added: 10-Q] | | 10.1 | | [removed: 10/19/07] [added: 7/1/10] | | |

| [removed: 10.43*] [added: 10.33*] | Form of Executive Restricted Stock Agreement for Executives with [added: Executive] Long-term Compensation [removed: Agreements.] [added: Agreements for Carnival Corporation 2011 Stock Plan.] | 10-Q | | [removed: 10.5] [added: 10.1] | | [removed: 4/2/09] [added: 3/30/12] | | |

| [removed: 10.45*] [added: 10.27*] | Amended and Restated Executive Long-term Compensation Agreement, dated January 15, 2008, between Carnival Corporation and Micky Arison. | 10-Q | | 10.2 | | 3/28/08 | | |

| [removed: 10.47*] [added: 10.28*] | Amendment to the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. | 10-Q | | 10.7 | | 4/2/09 | | |

| [removed: 10.54*] [added: 10.45*] | Form of [removed: Executive] [added: Performance-Based] Restricted Stock [added: Unit] Agreement for the Carnival [removed: Corporation 2011 Stock] [added: plc 2014 Employee Share] Plan. | 10-Q | | 10.2 | | [removed: 3/30/12] [added: 7/1/15] | | |

| [removed: 10.56*] [added: 10.36*] | Employment Agreement dated as of October 14, 2013 between Carnival Corporation, Carnival plc and Arnold W. Donald. | 10-Q | | 10.2 | | 10/3/14 | | |

| [removed: 10.57*] [added: 10.37*] | Employment Contract between Costa Crociere S.p.A and Michael Olaf Thamm effective June 30, 2012. | 10-Q | | 10.1 | | 4/2/14 | | |

| [removed: 10.58*] [added: 10.38*] | Addendum to Employment Contract between Costa Crociere S.p.A and Michael Olaf Thamm effective January 24, 2013. | 10-Q | | 10.2 | | 4/2/14 | | |

| [removed: 10.65*] [added: 10.43*] | Carnival plc 2014 Employee Share [removed: Plan] [added: Plan.] | 10-Q | | 10.3 | | 7/2/14 | | |

| 13 | Portions of [removed: 2014] [added: 2015] Annual Report. | | | | | | | X |

| 24 | Powers of Attorney given by certain Directors of Carnival Corporation and Carnival plc to Arnold [added: W.] Donald, David Bernstein and Arnaldo Perez authorizing such persons to sign this [removed: 2014] [added: 2015] joint Annual Report on Form 10-K and any future amendments on their behalf. | | | | | | | X |

| 101 | The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, [removed: 2014,] [added: 2015,] as filed with the SEC on January 29, [removed: 2015] [added: 2016] formatted in XBRL, are as follows: | | | | | | | |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| January 29, 2016 | January 29, 2016 |

| 10.46* | Carnival Corporation & plc Management Incentive Plan (adopted in 2015). | 10-Q | | 10.3 | | 7/1/15 | | |

| 10.47* | Addendum to Employment Contract between Costa Crociere S.p.A and Michael Olaf Thamm effective November 24, 2014. | 10-Q | | 10.1 | | 10/2/2015 | | |

| January 29, 2015 | January 29, 2015 |

| | | | | | | | | |

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

| INDEX TO EXHIBITS | | | | | | | | |

| 3.4 | Memorandum of Association of Carnival plc. | 8-K | | 3.2 | | 4/20/09 | | |

| 4.11 | Form of Indenture, dated March 1, 1993, between Carnival Cruise Lines, Inc. and First Trust National Association, as Trustee, relating to the Debt Securities, including form of Debt Security. | S-3 | | 4 | | 3/2/93 | | |

| 4.12 | Second Supplemental Indenture, dated December 1, 2003, between Carnival plc and Carnival Corporation to The Bank of New York, as Trustee, relating to 7.875% debentures due 2027. | 10-K | | 4.14 | | 2/25/04 | | |

| 10.11* | Carnival Corporation Supplemental Executive Retirement Plan. | 10-K | | 10.32 | | 2/28/00 | | |

| 10.24* | The P&O Princess Cruises Executive Share Option Plan. | 20-F | | 4.9 | | 12/30/01 | | |

| 10.33* | Form of Share Option Certificate for the Amended and Restated Carnival plc 2005 Employee Share Plan. | 10-Q | | 10.80 | | 10/7/05 | | |

| 10.38* | Amendment to the P&O Princess Cruises Executive Share Option Plan. | 10-Q | | 10.5 | | 3/30/07 | | |

| 10.39* | Amended and Restated Carnival Corporation 2011 Stock Plan. | | | | | | | X |

| 10.44* | Amended and Restated Carnival Corporation & plc Management Incentive Plan for the CEO, COO and CFO. | 10-Q | | 10.7 | | 4/2/14 | | |

| 10.46* | Amended and Restated Executive Long-term Compensation Agreement dated January 15, 2008, between Carnival Corporation and Howard S. Frank. | 10-Q | | 10.3 | | 3/28/08 | | |

| 10.48* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | 10.8 | | 4/2/09 | | |

| 10.49* | Amendment to the Carnival Corporation Supplemental Executive Retirement Plan. | 10-Q | | 10.9 | | 4/2/09 | | |

| 10.50* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | 10.1 | | 4/1/10 | | |

| 10.51* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | 10.3 | | 4/1/10 | | |

| 10.52* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | 10.1 | | 7/1/10 | | |

| 10.53* | Form of Executive Restricted Stock Agreement for Executives with Executive Long-term Compensation Agreements for Carnival Corporation 2011 Stock Plan. | 10-Q | | 10.1 | | 3/30/12 | | |

| 10.55* | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | | 10.1 | | 10/3/13 | | |

| 10.59* | Form of Performance-Based Restricted Stock Unit Agreement for Special Executive Award for the Carnival Corporation 2011 Stock Plan. | 10-Q | | 10.3 | | 4/2/14 | | |

| 10.60* | Form of Performance-Based Restricted Stock Unit Agreement for Special Executive Award for the Carnival plc 2005 Employee Share Plan. | 10-Q | | 10.4 | | 4/2/14 | | |

| 10.61* | Carnival Corporation & plc Brand Management Incentive Plan. | 10-Q | | 10.8 | | 4/2/14 | | |

| 10.62* | Consulting Agreement between Carnival Corporation and Carnival plc and Howard S. Frank dated January 27, 2014 | 10-Q | | 10.6 | | 4/2/14 | | |

| 10.63* | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | | 10.1 | | 7/2/14 | | |

| 10.64* | Form of Performance-Based Restricted Stock Unit | 10-Q | | 10.2 | | 7/2/14 | | |

| 10.66* | Amendment to the Carnival Corporation & plc Management Incentive Plan for the CEO, COO and CFO. | | | | | | | X |

| 10.67* | Amendment to the Carnival Corporation & plc Brand Management Incentive Plan. | | | | | | | X |