Carnival (CCL) 10-K risk factor changes: FY2016 vs FY2015

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

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 or maintenance of ships, motorcoaches and trains; guest and crew illnesses, such as from the spread of contagious diseases; mechanical failures, fires and 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 [removed: discomfort and the] [added: discomfort,] alteration of itineraries or cancellation of a cruise or series of cruises or tours.

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

[removed: In particular, our] [added: 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 and ship charter cancellations and employee absenteeism that could have an adverse effect on our sales and profitability.

Reports and media coverage of ship incidents at sea or while in port, including missing guests, improper conduct by our employees, guests or agents, crimes, dissatisfied guests, crew and guest illnesses, such as incidents of stomach [removed: flu, parasitic outbreaks or] [added: flu and] other contagious diseases, security breaches, terrorist threats and attacks and other adverse events can result in negative publicity, which could lead to a negative perception regarding the safety of our ships and the satisfaction of our guests.

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 [added: occur.]

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

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

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

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

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

[removed: From time to time initiatives] [added: Initiatives] to limit GHG emissions are [added: being] introduced around the [removed: world.][added: world with more frequency.]

For example, numerous bills related to climate change have been introduced in the U.S. Congress, [removed: which could adversely impact our business.][added: and active discussions on GHG reduction are taking place in the EU and IMO.]

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 [added: operational] costs, including, among other things, [removed: increasing] [added: increase in] fuel prices, [removed: including] new taxes on bunker [removed: fuel,] [added: fuel and] establishment of costly emissions trading [removed: schemes and increasing newbuild and operational costs.][added: schemes.]

We are subject to numerous international, national, state and local laws, regulations and treaties [removed: related to] [added: covering many areas, including] social issues, [removed: such as,] health, safety and security.

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

[removed: Furthermore, we] [added: We] are also subject to compliance with income tax laws and regulations and income tax treaties in the jurisdictions where we operate.

In combination, these provisions would result in the taxation of our U.S. source shipping income, net of applicable deductions, at a current federal corporate income tax rate of up to 35%, state income tax rates would vary and our net after-tax income would be potentially subject to a further branch profits tax of [removed: 30%.][added: 30%, unless a lower treaty rate applies.]

| [removed: •] [added: d.] | Disruptions and other damages to our information technology and other networks and operations, and breaches in data security could result in decreases in our net income. |

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

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

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

| [removed: •] [added: e.] | Ability to recruit, develop and retain qualified personnel could adversely affect our results of operations. |

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

We may be unable to implement additional fuel conservation [removed: initiatives and other best practices or] [added: initiatives,] increase ticket prices [removed: and] [added: or] collect fuel [removed: supplements, which would help] [added: supplements] to [added: help] fully or partially offset these fuel price increases.

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

These [removed: derivatives] [added: zero cost collars] are based on Brent prices whereas the actual fuel used on our ships is marine fuel.

In addition, there can be no assurance that [removed: our fuel derivatives program] [added: these zero cost collars] will provide a sufficient level of protection against increases in fuel prices or that our counterparties will be able to perform, such as in the case of a counterparty bankruptcy.

[added: Assuming the Brent prices remain below the floors of our zero cost collars in] 2017 and 2018, realized losses on these zero cost collars will reduce the benefit we would have obtained from lower fuel prices.

Also, the [removed: fuel derivative] [added: zero cost collar] contracts may create significant volatility in our U.S. GAAP earnings due to volatility in fuel prices over the contracts’ terms.

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

| [removed: •] [added: g.] | Fluctuations in foreign currency exchange rates could adversely affect our financial results. |

We earn revenues, pay expenses, purchase and own assets and incur liabilities in currencies other than the U.S. [removed: dollar; most significantly, the euro, sterling, Australian] [added: dollar, resulting in translational] and [removed: Canadian dollars.][added: transactional currency risks ("currency risk").]

Because our consolidated financial statements are presented in U.S. dollars, we [removed: must] translate revenues and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting [removed: period.][added: period, which subjects us to "foreign currency translational" risk.]

[removed: Therefore, the] [added: The] strengthening of the [removed: U.S. dollar] [added: functional currency] against [removed: our] other [removed: major currencies,] [added: currencies] will [added: reduce the functional currency revenues and expenses and will generally] adversely affect our [removed: U.S. dollar] financial [removed: results and will reduce the U.S. dollar amount received upon conversion of these currencies into U.S. dollars.][added: results.]

| [removed: •] [added: h.] | Misallocation of capital among our ship, joint venture and other strategic investments could adversely affect our financial results. |

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

| [removed: •] [added: i.] | 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. |

Our forecasted cash flows from future operations may be adversely affected by various factors, including, but not limited to, incidents, a weakening economy, adverse changes in laws and regulations, and other factors noted under these “Risk Factors.” To the extent that we are required, or choose, to fund future cash requirements, including current and future shipbuilding [removed: commitments and debt repayments, from sources other than cash flow from operations, available cash and committed external sources of liquidity, including committed ship and other financings, we will have to secure such financing from export credit agencies or banks or through the offering of debt and equity securities in the public or private markets.]

If our investment grade long-term senior unsecured credit ratings were to be downgraded or assigned a negative outlook, or general market conditions ascribe higher risk to our rating levels, [removed: or] our industry, or us, our access to and cost of debt financing may be negatively impacted.

The ordering and lettering of the risk factors set forth below is not intended to reflect any Company indication of priority or likelihood.

a.

in all material respects.

Legislation limiting or otherwise taxing GHG emissions could adversely impact our business.

Our global operations subject us to potential liability under anti-corruption, economic sanctions, and other laws and regulations.

The Foreign Corrupt Practices Act, the UK Bribery Act and other anti-corruption laws and regulations (“Anti-Corruption Laws”) prohibit corrupt payments by our employees, vendors, or agents.

While we devote substantial resources to our global compliance programs and have implemented policies, training, and internal controls designed to reduce the risk of corrupt payments, our employees, vendors, or agents may violate our policies.

Our failure to comply with Anti-Corruption Laws could result in significant fines and penalties, criminal sanctions against us, our officers, or our employees, prohibitions or limitations on the conduct of our business, and damage to our reputation.

Operations outside the U.S. may also be affected by changes in economic sanctions, trade protection laws, policies, and measures, and other regulatory requirements affecting trade and investment.

We may be subject to legal liability and reputational damage if we improperly sell goods or in areas subject to economic sanctions such as Crimea, Iran, North Korea, Cuba, Sudan, and Syria or if we improperly engage in business transactions with persons subject to economic sanctions.

Because the techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time, we may be unable to anticipate these techniques or implement adequate preventative measures.

Significant capital investments and other expenditures could be required to remedy cyber-attacks and breaches of information technology, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached.

We have initiated a global program to meet the compliance requirements for the General Data Protection Regulation.

If we or our vendors experience significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be exposed to government enforcement actions and private litigation.

We report currency transactions in the functional currencies of our reporting units.

The strengthening of the U.S. dollar against the functional currencies of our foreign operations will adversely affect our U.S. dollar financial results.

Substantially all of our operations also have non-functional currency risk related to their international sales.

In addition, we have a portion of our operating expenses denominated in non-functional currencies.

Accordingly, we have "foreign currency transactional" risk related to changes in the exchange rates for our revenues and expenses that are in a currency other than the entity's functional currency.

commitments and debt repayments, from sources other than cash flow from operations, available cash and committed external sources of liquidity, including committed ship and other financings, we will have to secure such financing from export credit agencies or banks or through the offering of debt and equity securities in the public or private markets.

In addition, we currently extend credit to and/or enter into large group contracts

We therefore risk losing business not only to other cruise lines, but also to land-based vacation operators.

requirements could result in significant economic and reputational harm to us.

Forward-looking statements include those statements that may impact our outlook including, but not limited to, the forecasting of our:

| | |

| • Net revenue yields | • Net cruise costs, excluding fuel per available lower berth day |

| • Booking levels | • Estimates of ship depreciable lives and residual values |

| • Pricing and occupancy | • Goodwill, ship and trademark fair values |

| • Interest, tax and fuel expenses | • Liquidity |

| • Currency exchange rates | • Adjusted earnings per share |

occur.

continue to be, an area of focus by the relevant authorities throughout the world.

Operating internationally also exposes us to numerous and sometimes conflicting legal and regulatory requirements such as U.S. and global anti-bribery laws and regulations.

In many parts of the world, including countries in which we operate, practices in the local business communities might not conform to international business standards.

We may not be successful in ensuring that our employees and other representatives stationed throughout the world properly adhere to our policies or applicable laws or regulations.

Failure to adhere to our policies or applicable laws or regulations could result in penalties, sanctions, damage to our reputation and related costs, which in turn could negatively affect our profitability.

Fuel costs accounted for 13%, 20% and 21% of our cruise operating expenses in 2015, 2014 and 2013, respectively.

To mitigate a portion of our economic risk attributable to potential fuel price increases, we have established a fuel derivatives program.

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

We believe that our land-based vacation competitors’ operating costs are less affected by fuel price increases than cruise companies.

Accordingly, fuel price increases may adversely impact cruise companies more than their land-based competitors.

We derived 54%, 57% and 56% of our reported revenues from guests sourced from outside of the U.S. in 2015, 2014 and 2013, respectively, including the impact of changes in foreign currency exchange rates.

We report currency transactions in the functional currencies of our reporting units, excluding fuel which is always transacted and reported in U.S. dollars regardless of the functional currency of the reporting unit.

Furthermore, we convert a significant amount of these currencies into U.S. dollars.

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.

We therefore risk losing business not only to other cruise lines, but also to 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 operators, vacation ownership properties and internet-based alternative lodging sites.

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

Forward-looking statements include those statements that may impact, among other things, the forecasting of our adjusted earnings per share; net revenue yields; booking levels; pricing; occupancy; operating, financing and tax costs, including fuel expenses; net cruise costs per available lower berth day; estimates of ship depreciable lives and residual values; liquidity; goodwill, ship and trademark fair values and outlook.

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP, dated January [removed: 29, 2016,] [added: 30, 2017,] and the Selected Quarterly Financial Data (Unaudited) are shown in Exhibit 13 and are incorporated by reference into this Form 10-K.

We are [removed: the largest leisure travel company in the world, and] among the [added: largest,] most profitable and financially strong [added: leisure travel companies in the world] with a market capitalization of over $38 billion at January [removed: 22, 2016.][added: 19, 2017.]

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

We operate [removed: 99] [added: over 100] cruise ships within a portfolio of [removed: 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 geographic areas.

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

Our vision is [removed: to] [added: "Together we] deliver unmatched joyful vacation experiences and breakthrough [removed: total] shareholder returns by exceeding guest expectations and [added: leveraging our scale." We believe our portfolio of brands is instrumental to] achieving [removed: the full benefits inherent in] our [removed: scale.][added: vision and maintaining our cruise industry leadership positions.]

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

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

In [removed: 2015,] [added: 2016,] we increased our quarterly dividend by [removed: 20%] [added: 17%] to [removed: $0.30] [added: $0.35] per share from [removed: $0.25] [added: $0.30] per [removed: share and repurchased $276 million of our shares.][added: share.]

To reach our primary financial goals, we continue to implement initiatives to create additional demand for our [removed: brands,] [added: brands in excess of measured capacity,] ultimately leading to higher revenue yields.

We have made significant investments [removed: to gain insight into our guests’ decision making by] [added: in performing customer segmentation analyses and] evaluating data included in our global database of guests to [removed: identify vacationers’] [added: gain insight into their decision-making process and vacation] needs enabling us to [added: identify new marketing opportunities and] further grow our share of their vacation spend.

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

[removed: Furthermore, we] [added: We] 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 methodologies and improving our pricing models.

We [removed: are] also [removed: implementing new] [added: continue to implement] initiatives to better coordinate and optimize our brands' global deployment strategies to maximize guest satisfaction and [removed: itinerary] profits.

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

[removed: We] [added: Furthermore, we] are [removed: also] implementing initiatives to strengthen our onboard revenue programs.

We believe that we have significant opportunities to continue to [added: profitably] grow our presence in China due to its large and growing middle-class [removed: population and] [added: population,] expansion of [removed: their] [added: its] international [removed: tourism.][added: tourism and the government's plan to support the cruise industry.]

With [removed: 99] [added: over 100] ships and more than [removed: 10.8] [added: 11.5] million guests in [removed: 2015,] [added: 2016,] we have the scale to optimize our structure by utilizing our combined purchasing volumes and common technologies as well as implementing cross-brand initiatives aimed at cost containment.

[removed: We have established] [added: Having] global [removed: leadership positions for] [added: leaders in] communications, [removed: guest experience,] [added: innovation,] maritime, procurement, revenue management and strategy [removed: to increase] [added: supports] collaboration and communication across our brands and [removed: help] [added: helps] coordinate our global [removed: efforts and initiatives.][added: efforts.]

[removed: In addition, we are integrating] [added: We have and continue to integrate] certain back office functions to achieve the full benefits of our scale.

We are building new, innovative, purpose-built ships that are [removed: larger with] [added: larger, more fuel efficient, have] a greater number of [removed: balconies, more fuel efficient] [added: balconies] and [removed: have] [added: present] a wider range of onboard amenities and features.

These ships [removed: enable us to better compete with other vacation options for consumers’] [added: further enhance the attractiveness of a cruise] vacation [removed: spend] while achieving greater economies of scale [added: and] resulting in [removed: improving] [added: improved] returns on invested capital.

As of January [removed: 22, 2016,] [added: 19, 2017,] we have a total of [removed: 17] [added: 19] cruise ships scheduled to be delivered between [removed: 2016] [added: 2017] and [removed: 2020.][added: 2022.]

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

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

| • | Health, environment, safety, security and [removed: sustainability,] [added: sustainability] |

| • | [removed: Guests,] [added: Guests] |

| • | Employees [removed: and] |

We consider health, environment, safety, security and sustainability matters to be [added: our] core guiding principles.

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 [removed: behalf, thereby promoting an organization that is free of injuries, illness and loss.][added: behalf.]

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

We believe in listening to [added: and acting upon] our employees’ perspectives and ideas and use employee feedback tools to monitor [added: and improve] our progress in this area.

We [removed: 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.

We believe that engaging stakeholders in a mutually beneficial manner is critical to our long-term [removed: success and key for us to realize our vision.][added: success.]

A [removed: 2015] [added: 2016] Nielsen Global Consumer Confidence Survey found that after providing for savings and living expenses, the number one global spending priority is for vacations.

Notwithstanding these classifications, there [removed: generally] is [added: generally] overlap and competition among all cruise products and services.

We believe [removed: that] the cost of a cruise vacation represents an exceptional value in comparison to alternative land-based vacations.

Cruising [removed: provides] [added: delivers] many relatively unique benefits, such as transportation to various destinations while also providing accommodations, a generous diversity of food choices and a selection of daily entertainment options for one all-inclusive, competitive price.

| • | [removed: 4.0%] [added: 5.2%] for Australia and New [removed: Zealand,] [added: Zealand] |

| • | 3.4% for North America [removed: (b),] [added: (United States of America (“U.S.”) and Canada)] |

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

We are currently rolling-out our state-of-the-art revenue management system across six brands and expect the roll-out to be completed by early 2018.

Since 2006, we have removed 18 ships from our fleet, and our newbuild program has been designed to consider an expected acceleration in our fleet replacement cycle over time.

At the forefront of innovation and our continuous efforts to enhance our cruise products and services, we recently unveiled an interactive guest experience platform developed to enable elevated service levels through enhanced guest interactions before,

during and after cruise vacations.

The Ocean MedallionTM and its ecosystem will enable personalized and customized guest experience on a level not previously considered possible by interacting with thousands of sensors, kiosks, interactive surfaces and smart devices.

With this innovation, from the moment our guests first engage with us, their experiences will seamlessly be powered by their preferences.

The new guest experience platform will debut on Regal Princess in November 2017, followed by Royal Princess and Caribbean Princess in early 2018.

We continue to grow our presence in established markets and increase our penetration in developing markets, such as Asia.

Including the introduction of a Princess Cruises ship built specifically for Chinese guests in 2017, 6% of our total capacity will be deployed in China.

This allows us to manage our debt level in a manner consistent with maintaining our strong credit metrics and strong investment grade credit ratings while returning free cash flow and more to our shareholders in the form of dividends and/or share buybacks.

Since resuming our stock repurchase program in late 2015, we repurchased approximately 54 million shares for $2.6 billion.

As a result of the environmental issues found on certain Princess ships, our entire fleet has re-focused and increased efforts to protect the environment in which our vessels sail and the communities in which we operate.

Cruising continues to receive high

| • Expanded entertainment options and shipboard activities | • Enhanced internet and communication capabilities |

| • Flexible dining options including open-seating dining | • Beverage package options |

| • Branded specialty restaurants, bars and cafés | • Money-back guarantees |

Social media has a powerful impact on consumer behavior.

Technology allows people to instantly share travel experiences within their social networks.

Seeing others embrace travel and experience the world in new ways inspires people to plan and book their own travel.

Hence, consumers are demanding more enriched lives and personal fulfillment through experience and learning and prefer to spend money on experiences rather than on material things.

While desired experiences may differ across age groups, travel spans all sectors of the population.

According to TripBarometer Travel Trends 2016 published by TripAdvisor, seven in ten travelers are planning to try new travel experiences, with cruising being a popular option across all age groups.

Overall, today's travelers are looking to travel in ways that are immersive, meaningful and memorable.

While it is useful for the cruise industry to consider travel markets across demographic groups, the ability to identify and address target markets based on "psychographics" or attitudes that cut across demographics is even more meaningful.

We believe the cruise industry is well positioned to meet the travelers' desires and has the ability to tailor experiences for each guest based on their unique wants and needs, which should foster growth for the cruise industry.

From a demographic perspective, two age groups, the Baby Boomers and the Millennial generation, have in recent years experienced trends that positively affect demand for cruising.

This group expresses a strong desire to travel and share new experiences, a mindset that should continue to foster growth for the industry.

These changes in consumer behavior and demographics, along with economic growth and rise of the middle class in many emerging international markets and accompanying increase in their earning power and disposable income, will continue to drive demand for travel and the global cruise industry.

These groups of consumers are becoming eager to experience the world through travel, which provides significant growth opportunity for the cruise industry within and beyond the established markets, such as North America.

We believe there are large, addressable markets with low penetration rates.

We believe there are also markets, such as Asia, where economic growth has raised discretionary income levels, fueling an increasing demand for cruise vacations.

| | Weighted Average Passenger (Lower Berth) Capacity for Ocean Going Vessels | | |

| (b) | Global Cruise Industry amounts were obtained from internal estimates. |

The global cruise industry and our compound annual passenger capacity growth rates are estimated to be 6.4% and 4.8%, respectively from 2016 to 2020.

| | | Cruise Guests Carried by Ocean Going Vessels | | | | | | |

| 2015 | | 12,229,000 | | 10,971,000 | | 23,200,000 | | 10,837,000 |

| 2016 | | 12,414,000 | | 11,836,000 | | 24,250,000 | | 11,522,000 |

| | | | | | |

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

| | | | | | |

A.

| | |

| --- | --- |

See Note 3, “DLC Arrangement” to our Consolidated Financial Statements in Exhibit 13 to this Form 10-K.

Business.

C.

“Our Global Cruise Business – Cruise Programs”).

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

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

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 geographic areas targeting specific guest segments.

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 addition, we are committed to maintaining our strong investment grade credit ratings.

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.

It is estimated that Chinese cruise demand will increase to over 4 million annual cruisers by 2020.

The Chinese government has expressed a strong desire to transform China into a leading global cruise 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 nine years of local experience to help guide our expansion and enhance our cruise products and services to make them even more attractive to our Chinese guests.

Since 2006, we have removed 17 ships from our fleet and will remove one more ship in March 2016.

We have a disciplined, measured approach to capacity growth so that we achieve an optimal balance of supply and demand to maximize our profitability.

We are also devoted to protecting the environment in which our vessels sail and the communities in which we operate.

See Part I, Item 1.

"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.

B.

Based on industry data, the 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):

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

| (b) | For the purpose of the penetration rate calculation, North America is comprised of the United States of America (“U.S.”) and Canada. |

Cruising in China is in the early stages of development.

Over the past decade China has been, by far, the world’s fastest growing tourism source area.

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.

We believe the cruise segment of the Chinese vacation region has significant long-term growth potential given its early stage of development with healthy demand from a large and growing middle-class population, the easing of travel restrictions and increasing support from the Chinese government.

| • 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. |

d.

The average age of populations in established cruise regions is increasing.

The average age of a cruise guest, which varies by brand, ranges from approximately 40 years to 60 years in established cruise regions.

Between 2015 and 2025, the number of people in the cruise business’ primary age group of 45 years and older is expected to grow by 18 million, or 12%, in the U.S. and Canada, 13 million, or 9%, in the major Western European countries and 1.5 million, or 17%, in Australia.

The youngest in this group, who are in their fifties, are typically experiencing their peak earning years.

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

[removed: On December 28, 2014,] [added: As previously disclosed, in 2014] the Egyptian Environmental Affairs Agency began an investigation into allegations that [added: the] Costa neoClassica breached Egyptian environmental laws.

[removed: In March] [added: As previously disclosed, in] 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.

On December 1, 2016, Princess entered into a plea agreement with the U.S. Department of Justice with respect to violations of federal laws by the Caribbean Princess.

As part of the plea agreement, which is under review by the United States District Court for the Southern District of Florida, Princess will pay a $40 million penalty, plead guilty to charges related to illegal discharges of oily bilge water, and Princess and Carnival Corporation will adopt a five-year court-supervised environmental compliance program.

The plea agreement also will resolve any enforcement issues with the UK Maritime & Coast Guard Agency.

The Safaga (Egypt) Court of Misdemeanors issued a ruling quantifying the alleged damages caused to the environment in an amount not material to our consolidated financial statements.

However, we do not believe the ultimate outcome will have a significant impact on our results of operations.

On August 6, 2016, Carnival Cruise Line entered into a Settlement Agreement with the Alaska Department of Environmental Conservation to pay an amount not material to our consolidated financial statements as settlement of all claims related to Carnival Cruise Line.

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

We are conducting our own internal investigation into this matter.

For the fiscal year ended November 30, [removed: 2015] [added: 2016] 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: $20.1] [added: $19.0] 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: $8.5] [added: $9.1] billion as of the last business day of the registrant’s most recently completed second fiscal quarter. |

| At January [removed: 20, 2016,] [added: 19, 2017,] Carnival Corporation had outstanding [removed: 577,744,614] [added: 535,835,649] shares of its Common Stock, $0.01 par value. | | At January [removed: 20, 2016,] [added: 19, 2017,] Carnival plc had outstanding [removed: 216,456,140] [added: 216,038,487] Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and [removed: 577,744,614] [added: 535,835,649] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. |

FOR THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2015][added: 2016]

| | [II. Favorable Characteristics of the Global Cruise [removed: Industry............................................................](#s143e96e7c8d447a0bd6a737396560f35)] [added: Industry](#s67DA7C5E612E5EC19741FAF180C5DCEC)] | [removed: [6](#s143e96e7c8d447a0bd6a737396560f35)] [added: [6](#s67DA7C5E612E5EC19741FAF180C5DCEC)] |

| | [III. Passenger Capacity and Cruise Guests [removed: Carried.........................................................................](#sfe66426b0620444da9d614f27f963fe7)] [added: Carried](#sA4E0F1746ED951C3AAF06047AFDB60D2)] | [removed: [8](#sfe66426b0620444da9d614f27f963fe7)] [added: [8](#sA4E0F1746ED951C3AAF06047AFDB60D2)] |

| | [C. Our Global Cruise [removed: Business.................................................................................................................](#s790451bfb6c0473c906d4b57fb4eb431)] [added: Business](#s6E2912DDDB575BBAB7CDAC715AF37E69)] | [removed: [9](#s790451bfb6c0473c906d4b57fb4eb431)] [added: [9](#s6E2912DDDB575BBAB7CDAC715AF37E69)] |

| | [II. Ships Under Contract for [removed: Construction......................................................................................](#s5e6059691c9d4da486817e96cfec7afa)] [added: Construction](#s45137C5EE04258668B2F4B1CCC0CABF0)] | [removed: [10](#s5e6059691c9d4da486817e96cfec7afa)] [added: [10](#s45137C5EE04258668B2F4B1CCC0CABF0)] |

| | [IV. Principal Source Geographic [removed: Areas..........................................................................................](#s68fc1dc4b85d4e74b1dcedd0a432e2dd)] [added: Areas](#s48B2EA7DFD7859EAA65D36902B0BA234)] | [removed: [16](#s68fc1dc4b85d4e74b1dcedd0a432e2dd)] [added: [16](#s48B2EA7DFD7859EAA65D36902B0BA234)] |

| | [VI. Cruise Pricing and Payment [removed: Terms..........................................................................................](#s267cc4ef527b4364abfc63c14bc37e24)] [added: Terms](#sEF4FA2339A1857F8A6225042651A6F28)] | [removed: [17](#s267cc4ef527b4364abfc63c14bc37e24)] [added: [17](#sEF4FA2339A1857F8A6225042651A6F28)] |

| | [VIII. Onboard and Other [removed: Revenues................................................................................................](#s85f8f0a47ac1412b91870ea844d6b89b)] [added: Revenues](#s8CF85F6274625E0FADE30D8AB5525599)] | [removed: [17](#s85f8f0a47ac1412b91870ea844d6b89b)] [added: [18](#s8CF85F6274625E0FADE30D8AB5525599)] |

| | [XXI. Trademarks and Other Intellectual [removed: Property.........................................................................](#sf64df9efb8844f77be60f13bca306454)] [added: Property](#s677FD003852052B2A25936B6C85FB159)] | [removed: [31](#sf64df9efb8844f77be60f13bca306454)] [added: [31](#s677FD003852052B2A25936B6C85FB159)] |

| | [D. Website Access to Carnival Corporation & plc SEC [removed: Reports..............................................................](#s59270be73df14bfc8b2b441cb644fe47)] [added: Reports](#s0CDCDD1E611D5CCF8C28107E1359F0B6)] | [removed: [32](#s59270be73df14bfc8b2b441cb644fe47)] [added: [31](#s0CDCDD1E611D5CCF8C28107E1359F0B6)] |

| | [E. Industry and Market [removed: Data......................................................................................................................](#s025bd8d006da431a94f2753794a34eeb)] [added: Data](#s2877013915AA500BAF85F5D56F8EC62E)] | [removed: [32](#s025bd8d006da431a94f2753794a34eeb)] [added: [31](#s2877013915AA500BAF85F5D56F8EC62E)] |

| Item 1A. | [Risk [removed: Factors....................................................................................................................................................](#sccea033d17f748d7bcd6b2d849daeea9)] [added: Factors](#s17162D136D1956BC84B9952D376DA56F)] | [removed: [32](#sccea033d17f748d7bcd6b2d849daeea9)] [added: [32](#s17162D136D1956BC84B9952D376DA56F)] |

| Item 1B. | [Unresolved Staff [removed: Comments...........................................................................................................................](#sd45c76000b2a435499dfd86c7fef78e7)] [added: Comments](#s0AF19ED00C5D5308AB2B0B6A55F6BC37)] | [removed: [43](#sd45c76000b2a435499dfd86c7fef78e7)] [added: [42](#s0AF19ED00C5D5308AB2B0B6A55F6BC37)] |

| | Item 5. | [Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities..........................................................................................................................................................](#s9e2d6fad78cd469c8a935a5b0ff76add)] [added: Securities](#sF415BF4603AF59AEA4C7688E5BC95A00)] | [removed: [44](#s9e2d6fad78cd469c8a935a5b0ff76add)] [added: [45](#sF415BF4603AF59AEA4C7688E5BC95A00)] |

| | Item 6. | [Selected Financial [removed: Data....................................................................................................................................](#scd4592331ca44d0cbb3e4c2d6a306145)] [added: Data](#sF319FB79D428553D986F8F0624CC4393)] | [removed: [46](#scd4592331ca44d0cbb3e4c2d6a306145)] [added: [47](#sF319FB79D428553D986F8F0624CC4393)] |

| | Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations...........................](#seae19a8a6cc64e799c6e434f82a94bdb)] [added: Operations](#s0E5E077672425F7ABA7799F99883EB22)] | [removed: [46](#seae19a8a6cc64e799c6e434f82a94bdb)] [added: [47](#s0E5E077672425F7ABA7799F99883EB22)] |

| | Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk.........................................................................](#s530dfc2fbebd4edf9bd406110ed55bd6)] [added: Risk](#sB34BBF321E065C2E8C947B0A5ADE0E8F)] | [removed: [46](#s530dfc2fbebd4edf9bd406110ed55bd6)] [added: [47](#sB34BBF321E065C2E8C947B0A5ADE0E8F)] |

| | Item 8. | [Financial Statements and Supplementary [removed: Data...............................................................................................](#sbc11ee7d23284c3f8075780a510b33a8)] [added: Data](#s25B10162E1385ECF97B45ECFAC309D74)] | [removed: [46](#sbc11ee7d23284c3f8075780a510b33a8)] [added: [47](#s25B10162E1385ECF97B45ECFAC309D74)] |

| | Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure..........................](#s28c79a7eac1f4a5f985a53d7b6d26e55)] [added: Disclosure](#s79AA47D23D3754378095279875CA8B6E)] | [removed: [46](#s28c79a7eac1f4a5f985a53d7b6d26e55)] [added: [47](#s79AA47D23D3754378095279875CA8B6E)] |

| | Item 9A. | [Controls and [removed: Procedures..................................................................................................................................](#s40e85b28764a4d4aa02e5cbb0d50edff)] [added: Procedures](#sA91E02C9694C5B5298B4EC9A7B4C6E21)] | [removed: [46](#s40e85b28764a4d4aa02e5cbb0d50edff)] [added: [47](#sA91E02C9694C5B5298B4EC9A7B4C6E21)] |

| | Item 10. | [Directors, Executive Officers and Corporate [removed: Governance..............................................................................](#s34b3159315e64283adabc4c500558215)] [added: Governance](#s21FE02C12DAB53B2A3DA76AB936EE711)] | [removed: [46](#s34b3159315e64283adabc4c500558215)] [added: [48](#s21FE02C12DAB53B2A3DA76AB936EE711)] |

| | Item 11. | [Executive [removed: Compensation.................................................................................................................................](#s25602a9934a941b4a90877e975111e9f)] [added: Compensation](#s5CA07204D5A15FB788EB9FF8EEC7033D)] | [removed: [47](#s25602a9934a941b4a90877e975111e9f)] [added: [48](#s5CA07204D5A15FB788EB9FF8EEC7033D)] |

| | Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.......](#s1bb187a8c54141e3901e34bf42658a0d)] [added: Matters](#s65C700EB76AF5D53A4CB540A5872CA04)] | [removed: [47](#s1bb187a8c54141e3901e34bf42658a0d)] [added: [48](#s65C700EB76AF5D53A4CB540A5872CA04)] |

| | Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence................................................](#sc52e291ba66e428b80dcdf0f13610d1c)] [added: Independence](#sB8CB23348C465081966BCE36A770362A)] | [removed: [48](#sc52e291ba66e428b80dcdf0f13610d1c)] [added: [49](#sB8CB23348C465081966BCE36A770362A)] |

| | Item 14. | [Principal Accountant Fees and [removed: Services..........................................................................................................](#sc52e291ba66e428b80dcdf0f13610d1c)] [added: Services](#sB8CB23348C465081966BCE36A770362A)] | [removed: [48](#sc52e291ba66e428b80dcdf0f13610d1c)] [added: [49](#sB8CB23348C465081966BCE36A770362A)] |

| | Item 15. | [removed: [Exhibits,] [added: [Exhibits] and Financial Statement [removed: Schedules..................................................................................................](#s430939f0e9514b64812b070053550b9b)] [added: Schedules](#s5008D5B6743D529AB0C9CFC7463E7AAA)] | [removed: [48](#s430939f0e9514b64812b070053550b9b)] [added: [49](#s5008D5B6743D529AB0C9CFC7463E7AAA)] |

The information described below and contained in the Registrants’ [removed: 2015] [added: 2016] 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 [removed: 2015] [added: 2016] Annual Report on Form 10-K (“Form 10-K”).

10-K 1 a2016form10-kfrontpart.htm 10-K

| | | |

| Item 1. | [Business](#s4451298E58E557DFACB14F04AE43AA25) | [4](#s4451298E58E557DFACB14F04AE43AA25) |

| | [A. Overview](#s4451298E58E557DFACB14F04AE43AA25) | [4](#s4451298E58E557DFACB14F04AE43AA25) |

| | [I. Summary](#s4451298E58E557DFACB14F04AE43AA25) | [4](#s4451298E58E557DFACB14F04AE43AA25) |

| | [II. Vision, Goals and Related Strategies](#sCCC72FA159ED5829AB019406F739E25A) | [4](#sCCC72FA159ED5829AB019406F739E25A) |

| | [B. Global Cruise Industry](#s3CEFD6FCB56657B7ABFE8EBC2435B7D1) | [6](#s3CEFD6FCB56657B7ABFE8EBC2435B7D1) |

| | [I. Overview](#s3CEFD6FCB56657B7ABFE8EBC2435B7D1) | [6](#s3CEFD6FCB56657B7ABFE8EBC2435B7D1) |

| | [I. Segment Information](#s6E2912DDDB575BBAB7CDAC715AF37E69) | [9](#s6E2912DDDB575BBAB7CDAC715AF37E69) |

| | [III. Cruise Brands](#sD8AD5C392D16542CB1BFA7049D96A6AB) | [11](#sD8AD5C392D16542CB1BFA7049D96A6AB) |

| | [V. Cruise Programs](#s10A7C6C078785E488C425940209E3BA5) | [16](#s10A7C6C078785E488C425940209E3BA5) |

| | [VII. Seasonality](#sB8C8B4DA6E0E56B3B093EBFEBE6D0464) | [17](#sB8C8B4DA6E0E56B3B093EBFEBE6D0464) |

| | [IX. Marketing Activities](#s52F17DDCE5175FE69EE24745806CB87C) | [18](#s52F17DDCE5175FE69EE24745806CB87C) |

| | [X. Sales Relationships](#s12BC4C706EE859CB807B8F11E4602B2B) | [19](#s12BC4C706EE859CB807B8F11E4602B2B) |

| | [XI. Employees](#sC70A9C1DC4B4539F9166C60EDAFB0C84) | [20](#sC70A9C1DC4B4539F9166C60EDAFB0C84) |

| | [XII. Training](#s08AB400AE8A95EE9BBF5F89E34281B8F) | [20](#s08AB400AE8A95EE9BBF5F89E34281B8F) |

| | [XIII. Information Technology](#s2644E058232E50F4BF566464CC52D26B) | [20](#s2644E058232E50F4BF566464CC52D26B) |

| | [XIV. Innovation](#s72ccfee6d4d14c45a56112552e159191) | [20](#s72ccfee6d4d14c45a56112552e159191) |

| | [XV. Supply Chain](#sE896E75A50825A85A6AB3017E1B138E2) | [21](#sE896E75A50825A85A6AB3017E1B138E2) |

| | [XVI. Insurance](#s024C1A851DE551D5AF9B5A6520B99E4A) | [21](#s024C1A851DE551D5AF9B5A6520B99E4A) |

| | [XVII. Port Destinations and Private Islands](#s3E75D7900331587598CC7D14CC8E1BF7) | [22](#s3E75D7900331587598CC7D14CC8E1BF7) |

| | [XVIII. Sustainability](#s79C01EDAE62854879FBDBC08D991AF56) | [22](#s79C01EDAE62854879FBDBC08D991AF56) |

| | [XIX. Governmental Regulations](#s46B58AD621A55758B1EE634F9A61DD37) | [23](#s46B58AD621A55758B1EE634F9A61DD37) |

| | [XX. Taxation](#sE196196330E2546C9D494568C7F84BF7) | [29](#sE196196330E2546C9D494568C7F84BF7) |

| | [XXII. Competition](#sD8B28652CE1352E8B57DB43AD3BD568E) | [31](#sD8B28652CE1352E8B57DB43AD3BD568E) |

| | Item 2. | [Properties](#s5B917DA3585B55609A8F9046BB3A2B13) | [43](#s5B917DA3585B55609A8F9046BB3A2B13) |

| | Item 3. | [Legal Proceedings](#sAD26E6FC4A8C56E094028995B371C530) | [43](#sAD26E6FC4A8C56E094028995B371C530) |

| | Item 4. | [Mine Safety Disclosures](#sd49c0547d4a04774903ffbf395593910) | [44](#sC3C6F97753F25BADBB1CE180DE685465) |

| | | [Executive Officers of the Registrants](#sC3C6F97753F25BADBB1CE180DE685465) | [44](#sC3C6F97753F25BADBB1CE180DE685465) |

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

| | | Page |

| 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) |

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

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

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

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

| | [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) |

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

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

| Item 3. | [Legal Proceedings...........................................................................................................................................](#s6d176e2dfd3f4ae7ba7b2057afdfe18e) | [43](#s6d176e2dfd3f4ae7ba7b2057afdfe18e) |

| Item 4. | [Mine Safety Disclosures..................................................................................................................................](#s000bbcd0ccc346ffa24818a3b812679a) | [43](#s000bbcd0ccc346ffa24818a3b812679a) |

Portions of the Registrants’ [removed: 2016] [added: 2017] 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.

As of January [removed: 22, 2016,] [added: 19, 2017,] the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

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

| [removed: Carnival Corporation Headquarters | |] Miami, FL U.S.A. | | [removed: 136,000/72,000] [added: 463,000/62,000] | | Own/Lease | [added: | Carnival Corporation and Carnival Cruise Line |]

| [removed: Carnival plc Headquarters | |] Southampton, England | | [removed: 10,000] [added: 150,000] | | Lease | [added: | Carnival plc and Carnival UK (c) |]

| [added: (a) |] Costa Group [removed: | | | | | |] [added: includes AIDA and Costa] |

| [removed: Costa Group | |] Hamburg, Germany | | [removed: 41,000] [added: 137,000] | | Lease | [added: | Costa Group (b) |]

| [removed: AIDA] [added: Rostock, Germany] | | [removed: Rostock and Hamburg, Germany] [added: 224,000] | | [removed: 224,000/80,000] [added: Own] | | [removed: Own/Lease] [added: Costa Group (a)] |

| [removed: Costa | |] Genoa, Italy | | 246,000/66,000 | | Own/Lease | [added: | Costa Group (a) |]

| [removed: Princess | |] Santa Clarita, CA U.S.A. | | 311,000 | | Lease | [added: | Holland America Group (b) |]

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

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

Information about our cruise ships, including the number each of our cruise brands operate, [removed: 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 I.

Our cruise ships in operation, headquarters, [removed: ports,] [added: port destinations and] private islands and other shoreside [removed: facilities, including Holland America Princess Alaska Tours’ properties] [added: facilities] are all well maintained and in good condition.

| Almere, Netherlands | | 253,000/22,000 | | Own/Lease | | Arison Maritime Center |

| Seattle, WA U.S.A. | | 175,000 | | Lease | | Holland America Group (b) |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| (c) | Carnival UK includes P&O Cruises (UK) and Cunard |

“Our Global Cruise Business.” In addition, we own, lease or have controlling interests in port destinations and private islands.

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

| Holland America Group | | | | | | |

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

In addition, we own, lease or have controlling interests in port facilities in Barcelona, Spain; Cozumel, Mexico; Grand Turk, Turks & Caicos Islands; Juneau, Alaska; Long Beach, California; Puerto Plata, Dominican Republic and Roatán, Honduras.

Holland America Line’s and Princess’ private islands, Half Moon Cay and Princess Cays®, respectively, are briefly described in Part I, Item 1.

Business.

C.

“Our Global Cruise Business.” The hotel properties owned and operated by Holland America Princess Alaska Tours and three cruise ships that we own and charter-out under long-term bareboat charter agreements are also briefly described in Part I.

Item 1.

“Our Global Cruise Business.”

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

Also, information about maritime regulations and issues that may affect our cruise ships can be found in Part I.

“Our Global Cruise Business – Maritime Regulations.”

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

| Micky Arison | [removed: 66] [added: 67] | | [removed: 44] [added: 45] | | Chairman of the Boards of Directors |

| David Bernstein | [removed: 58] [added: 59] | | [removed: 17] [added: 18] | | Chief Financial Officer [added: and Chief Accounting Officer] |

| Alan B. Buckelew | [removed: 67] [added: 68] | | [removed: 38] [added: 39] | | Chief [removed: Operations] [added: Information] Officer |

| Arnold W. Donald | [removed: 61] [added: 62] | | [removed: 15] [added: 16] | | President and Chief Executive Officer and Director |

| Stein Kruse | [removed: 57] [added: 58] | | [removed: 16] [added: 17] | | Chief Executive Officer of Holland America Group |

| David Noyes | [removed: 53] [added: 54] | | [removed: 4] [added: 5] | | Chief Executive Officer of Carnival UK |

| Arnaldo Perez | [removed: 55] [added: 56] | | [removed: 23] [added: 24] | | General Counsel and Secretary |

| Michael Thamm | [removed: 52] [added: 53] | | [removed: 22] [added: 23] | | [added: Group] Chief Executive Officer of Costa Group [added: and Carnival Asia] |

David Bernstein has been Chief Financial Officer since [removed: 2007.][added: 2007 and Chief Accounting Officer since 2016.]

Buckelew has been Chief [removed: Operations] [added: Information] Officer since [removed: 2013.][added: December 2016.]

In this capacity, he [removed: has full operating responsibility] [added: is responsible] for Holland America Line, Princess, Seabourn and Holland America Princess Alaska Tours.

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

Michael Thamm has been [added: Group] Chief Executive Officer of Costa Group since [removed: 2012.][added: 2012 and of Carnival Asia since December 2016.]

From 2013 to December 2016, he was Chief Operations Officer.

In this capacity, he is responsible for Costa and AIDA and management oversight of all Asia operations.

Pursuant to General Instruction G(3), the information regarding our executive officers called for by Item 401(b) of Regulation S-K is hereby included in Part I of this Form 10-K.

| | | | | | |

| Larry Freedman | 64 | | 17 | | Chief Accounting Officer and Controller |

| Josh Leibowitz | 44 | | 2 | | Chief Strategy Officer |

Larry Freedman has been Chief Accounting Officer since 2007 and Controller since 1998.

Josh Leibowitz has been Chief Strategy Officer since 2013 where he oversees strategic sourcing, cross-brand marketing and global strategy.

From 2001 to 2013, he was employed by McKinsey & Co., an international consulting firm, where he ultimately served as Managing Partner of the Miami office.

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

In this capacity, he has full operating responsibility for Costa Crociere S.p.A. and AIDA.

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

[added: 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.

During the three months ended November 30, [removed: 2015,] [added: 2016,] purchases of Carnival Corporation common stock pursuant to the Repurchase Program were as follows:

| | | [added: (in millions)] | | | | | (in millions) |

[removed: (b)] During the three months ended November 30, [removed: 2015,] [added: 2016,] there were no repurchases of Carnival [removed: plc ordinary shares under] [added: Corporation Common Stock pursuant to] the [removed: Repurchase Program.][added: Stock Swap program.]

During [removed: 2015, we repurchased 5.3 million shares of] [added: 2016, no] Carnival Corporation common stock [removed: for $276 million] [added: was sold or Carnival plc ordinary shares were repurchased] under the [removed: Repurchase Program.][added: “Stock Swap” program.]

From December 1, [removed: 2015] [added: 2016] through January [removed: 27, 2016,] [added: 19, 2017,] we repurchased [removed: 9.6] [added: 0.2] million shares of Carnival [removed: Corporation common stock] [added: plc ordinary shares] for [removed: $486] [added: approximately $10] million under the Repurchase Program.

On January 28, [added: 2016 and on June 27,] 2016, the Boards of Directors approved [removed: a modification] [added: modifications] of the Repurchase Program authorization that increased the remaining [removed: $213 million of] authorized repurchases [added: at the time of each approval] by $1.0 billion.

[removed: Accordingly, at] [added: At] January [removed: 28, 2016] [added: 19, 2017,] the remaining availability under the Repurchase Program was [removed: $1.2 billion.][added: $389 million.]

In addition to the Repurchase Program, the Boards of Directors authorized, in [removed: October 2008,] [added: January 2017,] the repurchase of up to [removed: 19.2] [added: 22.0] million Carnival plc ordinary shares and, in [removed: January 2013,] [added: February 2016,] the repurchase of up to [removed: 32.8] [added: 26.9] million shares of Carnival Corporation common stock under the Stock Swap programs described below.

At January [removed: 22, 2016,] [added: 19, 2017,] the remaining availability under the Stock Swap programs was [removed: 18.1] [added: 22.0] million Carnival plc ordinary shares and [removed: 26.9] [added: 26.0] 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: 2016] [added: 2017] annual general meeting or July 13, [removed: 2016.][added: 2017.]

Based on an authorization provided by the Board of Directors in [removed: October 2008,] [added: January 2017,] Carnival Corporation was authorized to issue and sell up to [removed: 19.2] [added: 22.0] million shares of its common stock in the U.S. market and had [removed: 18.1] [added: 22.0] million shares remaining at January [removed: 22, 2016.][added: 19, 2017.]

[removed: 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 its sales 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 [removed: January 2013,] [added: February 2016,] Carnival Corporation or Carnival Investments Limited was authorized to sell up to [removed: 32.8] [added: 26.9] million Carnival plc ordinary shares in the UK market and had [removed: 26.9] [added: 26.0] million shares remaining at January [removed: 22, 2016.][added: 19, 2017.]

During [removed: 2015,] [added: 2016 and 2015 respectively,] under the Stock Swap programs, Carnival Investments Limited sold [added: 0.9 million and] 5.1 million Carnival plc ordinary shares through its sales [removed: agent,] [added: agents, Merrill Lynch International ("MLI") in 2016 and] Goldman Sachs International [removed: ("Goldman"),] [added: ("Goldman") in 2015,] for total gross proceeds of [added: $40 million and] $266 million and paid commission fees to [added: MLI and] Goldman of [added: $260 thousand and] $1.9 million and [removed: $0.4 million in] other governmental and regulatory transaction fees [added: of $46 thousand and $0.4 million] resulting [removed: into] [added: in] total net proceeds of [added: $40 million and] $264 million.

Substantially all of the net proceeds from these sales were used to purchase [added: 0.9 million shares in 2016 and] 5.1 million shares [added: in 2015] of Carnival Corporation common stock.

| 2016 | $0.30 | | $0.35 | | $0.35 | | $0.35 |

| September 1, 2016 through September 30, 2016 | | 2.5 | | | $45.94 | | $514 |

| October 1, 2016 through October 31, 2016 | | 1.7 | | | $47.06 | | $432 |

| November 1, 2016 through November 30, 2016 | | — | | | — | | $399 |

| Total | | 4.2 | | | $46.39 | | |

(b) During the fourth quarter of 2016, we repurchased 0.7 million ordinary shares of Carnival plc at an average price of $48.87 under the Repurchase Program.

Carnival plc ordinary shares are listed on the London Stock Exchange.

During 2016 and 2015, our repurchases under the Repurchase Program were as follows (in millions):

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

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

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

| | Carnival Corporation | | | | | Carnival plc | | | | |

| | Total Number of Shares Repurchased | | | Dollar Amount Paid for Shares Repurchased | | Total Number of Shares Repurchased | | | Dollar Amount Paid for Shares Repurchased | |

| 2016 | 47.8 | | | $2,264 | | 0.7 | | | $35 | |

| 2015 | 5.3 | | | $276 | | — | | | — | |

At January 19, 2017, the remaining Carnival plc availability under the Repurchase Program was 20.6 million ordinary shares.

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

| | | | | | | | |

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

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

We cannot be certain that Carnival Corporation

| 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.

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.

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.

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

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.

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) |

| 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 | | |

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as [removed: appropriate] [added: appropriate,] to allow timely decisions regarding required disclosure.

Our President and Chief Executive Officer and our Chief Financial Officer [added: and Chief Accounting Officer] have evaluated our disclosure controls and procedures and have concluded, as of November 30, [removed: 2015,] [added: 2016,] 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 [added: Officer and Chief Accounting] Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 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: 2015.][added: 2016.]

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: 2015] [added: 2016] 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: 2015] [added: 2016] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

We have adopted a code of ethics that applies to our President and Chief Executive [removed: Officer, Chief Operations] Officer and senior financial officers, including the Chief Financial [removed: Officer,] [added: Officer and] Chief Accounting Officer and [removed: Controller, and] other persons performing similar functions.

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

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

| Equity compensation plans [added: not] approved by security holders | [removed: 2,188,696] | [removed: | (a) |] [added: \-] | [removed: $47.83] | [added: \-] | [removed: 12,216,133] | [added: \-] | [removed: (b) (c)] |

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

| (a) | [removed: Includes outstanding options to purchase Carnival Corporation common stock under the Carnival Corporation 2001 Outside Director Stock Plan. Also includes 2,153,696] [added: Represents 2.2 million of] 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: 2015] [added: 2016] as follows: [removed: 2,190,692] [added: 2.1 million] under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 27,151] [added: 35,923] shares subject to purchase during the current purchase period and [removed: 10,025,441] [added: 9.2 million] 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: 2015.][added: 2016.]

| Equity compensation plans approved by security holders | [removed: 823,244] | [added: 2.2] | (a) | [removed: |] \- | | [removed: 8,229,438 |] [added: 11.3] | (b) |

| (a) | [removed: Includes] [added: Represents 0.7 million] restricted share units outstanding under the Carnival plc 2005 Employee Share Plan and Carnival plc 2014 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: 2015] [added: 2016] 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: 2015] [added: 2016] fiscal year.

| | | | | | | | |

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

| | | | | | | | |

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

| | | 2.2 | | \- | | 11.3 | |

| | | | | | | |

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

| | | | | | | |

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

| | | (1) | | | | |

| Equity compensation plans approved by security holders | | 0.7 | (a) | \- | | 8.1 |

| | | 0.7 | | \- | | 8.1 |

| | | | | | | | | | |

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

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

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

| | |

| --- | --- |

| (c) | In addition to options, the Carnival Corporation 2011 Stock 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. |

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

| (b) | The Carnival plc 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. |

| Chief Financial Officer [added: and Chief Accounting Officer] | Chief Financial Officer [added: and Chief Accounting Officer] |

| [removed: 10.15*] [added: 10.23*] | Amended and Restated Carnival Corporation [removed: 2001 Outside Director] [added: 2011] Stock Plan. | [removed: 10-Q] | | [removed: 10.1] | | [removed: 6/30/09] | | [added: X] |

| [removed: 10.16] [added: 10.15] | 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: 10.17*] [added: 10.16*] | Amendment to the Carnival Corporation Nonqualified Retirement Plan For Highly Compensated Employees. | 10-Q | | 10.1 | | 3/28/06 | | |

| [removed: 10.18*] [added: 10.17*] | Amendment of the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | 10.1 | | 4/14/03 | | |

| 10.19* | Amendment [removed: of] [added: to] the Carnival Corporation Nonqualified Retirement Plan [removed: For] [added: for] Highly Compensated Employees. | 10-Q | | 10.2 | | [removed: 4/14/03] [added: 4/8/04] | | |

| [removed: 10.20*] [added: 10.18*] | Amendment [removed: to] [added: of] the Carnival Corporation Nonqualified Retirement Plan [removed: for] [added: For] Highly Compensated Employees. | 10-Q | | 10.2 | | [removed: 4/8/04] [added: 4/14/03] | | |

| 10.21* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | [removed: 10.3] [added: 10.1] | | [removed: 4/8/04] [added: 4/7/05] | | |

| [removed: 10.22*] [added: 10.27*] | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | 10.1 | | [removed: 4/7/05] [added: 4/1/10] | | |

| [removed: 10.24*] [added: 10.22*] | Carnival Corporation 2011 Stock Plan Non-Employee Director Restricted Stock [removed: Unit.] [added: Award Agreement.] | 10-Q | | [removed: 10.2] [added: 10.3] | | 7/1/11 | | |

| [removed: 10.26*] [added: 10.39*] | Amended and Restated Carnival [removed: Corporation 2011 Stock] [added: plc 2014 Employee Share] Plan. | [removed: 10-K] | | [removed: 10.39] | | [removed: 1/29/15] | | [added: X] |

| [removed: 10.27*] [added: 10.24*] | 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: 10.28*] [added: 10.25*] | Amendment to the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. | 10-Q | | 10.7 | | 4/2/09 | | |

| 10.29* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | [removed: 10.8] [added: 10.1] | | [removed: 4/2/09] [added: 7/1/10] | | |

| [removed: 10.30*] [added: 10.20*] | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | [removed: 10.1] [added: 10.3] | | [removed: 4/1/10] [added: 4/8/04] | | |

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

| [removed: 10.32*] [added: 10.26*] | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | | [removed: 10.1] [added: 10.8] | | [removed: 7/1/10] [added: 4/2/09] | | |

| [removed: 10.33*] [added: 10.30*] | 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 | | |

| [removed: 10.34*] [added: 10.31*] | Form of Executive Restricted Stock Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | | 10.2 | | 3/30/12 | | |

| [removed: 10.35*] [added: 10.37*] | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | | 10.1 | | [removed: 10/3/13] [added: 7/2/14] | | |

| [removed: 10.36*] [added: 10.32*] | 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: 10.37*] [added: 10.33*] | Employment Contract between Costa Crociere S.p.A and Michael Olaf Thamm effective June 30, 2012. | 10-Q | | 10.1 | | 4/2/14 | | |

| [removed: 10.38*] [added: 10.34*] | 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: 10.39*] [added: 10.35*] | 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 | | |

| [removed: 10.40*] [added: 10.36*] | 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 | | |

| [removed: 10.41*] [added: 10.40*] | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | | 10.1 | | [removed: 7/2/14] [added: 7/1/15] | | |

| [removed: 10.42*] [added: 10.38*] | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival plc 2005 Employee Share Plan. | 10-Q | | 10.2 | | 7/2/14 | | |

| [removed: 10.43*] [added: 10.46*] | [added: Form of Executive Restricted Share Unit Award Certificate for the] Carnival plc 2014 Employee Share Plan. | 10-Q | | 10.3 | | [removed: 7/2/14] [added: 7/1/16] | | |

| [removed: 10.44*] [added: 10.47*] | Form of [removed: Performance-Based] [added: Executive] Restricted Stock [removed: Unit] Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | | [removed: 10.1] [added: 10.4] | | [removed: 7/1/15] [added: 7/1/16] | | |

| [removed: 10.45*] [added: 10.41*] | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival plc 2014 Employee Share Plan. | 10-Q | | 10.2 | | 7/1/15 | | |

| [removed: 10.46*] [added: 10.42*] | Carnival Corporation & plc Management Incentive Plan (adopted in 2015). | 10-Q | | 10.3 | | 7/1/15 | | |

| [removed: 10.47*] [added: 10.43*] | 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 | | |

| 13 | Portions of [removed: 2015] [added: 2016] Annual Report. | | | | | | | X |

| 21 | [removed: Significant] Subsidiaries of Carnival Corporation and Carnival plc. | | | | | | | X |

| 24 | Powers of Attorney given by certain Directors of Carnival Corporation and Carnival plc to Arnold W. Donald, David Bernstein and Arnaldo Perez authorizing such persons to sign this [removed: 2015] [added: 2016] joint Annual Report on Form 10-K and any future amendments on their behalf. | | | | | | | X |

| 31.2 | Certification of Chief Financial Officer [added: and Chief Accounting Officer] of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | X |

| 31.4 | Certification of Chief Financial Officer [added: and Chief Accounting Officer] of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | X |

| 32.2 | Certification of Chief Financial Officer [added: and Chief Accounting Officer] of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | X |

| 32.4 | Certification of Chief Financial Officer [added: and Chief Accounting Officer] of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | X |

| 101 | The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, [removed: 2015,] [added: 2016,] as filed with the SEC on January [removed: 29, 2016] [added: 30, 2017] formatted in XBRL, are as follows: | | | | | | | |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| /s/*Helen Deeble | /s/*Helen Deeble |

| Helen Deeble | Helen Deeble |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| Director | Director |

| January 30, 2017 | January 30, 2017 |

| January 30, 2017 | January 30, 2017 |

| 10.44* | Amendment to Facilities Agreement dated May 18, 2016 among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Merrill Lynch International Limited, as facilities agent, and KfW IPEX-Bank GmbH, Bayerische Landesbank, New York Branch and DZ BANK AG, Deutsche Zentral Genossenschaftsbank, Frankfurt am Main, New York Branch, as new lenders. | 10-Q | | 10.1 | | 7/1/16 | | |

| 10.45* | Form of Executive Restricted Share Unit Award Certificate for the Carnival plc 2005 Employee Share Plan. | 10-Q | | 10.2 | | 7/1/16 | | |

| 10.48* | Amendment dated October 18, 2016 to Employment Agreement dated October 14, 2016 between Carnival Corporation, Carnival plc and Arnold W. Donald. | 8-K | | 99.1 | | 10/21/16 | | |

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

| | |

| January 29, 2016 | January 29, 2016 |

| /s/ Larry Freedman | /s/ Larry Freedman |

| Larry Freedman | Larry Freedman |

| Chief Accounting Officer and | Chief Accounting Officer and |

| Controller | Controller |

| 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 | | |

| 10.25* | Carnival Corporation 2011 Stock Plan Non-Employee Director Restricted Stock Award Agreement. | 10-Q | | 10.3 | | 7/1/11 | | |