Carnival (CCL) 10-K risk factor changes: FY2017 vs FY2016

You should carefully consider the specific risk factors set forth below and the other information contained or incorporated by reference in this [removed: Form 10-K,] [added: document,] as these are important factors that could cause our actual results, performance or achievements to differ materially from our expected or historical results.

Some of the statements in this item and elsewhere in this [removed: Form 10-K] [added: document] are “forward-looking statements.” For a discussion of those statements and of other factors to consider see the “Cautionary Note Concerning Factors That May Affect Future Results” section below.

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 [removed: could have an adverse effect on our sales and profitability.]

The operation of cruise ships, hotels, land tours, port and related commercial facilities and shore excursions involve the risk of incidents, including those caused by the improper operation or maintenance of ships, motorcoaches and trains; guest and crew illnesses, such as from the spread of contagious diseases; mechanical failures, fires and [removed: collisions and the resulting costs incurred on emergency ship repairs;] [added: collisions;] repair delays; groundings; navigational errors; oil spills and other maritime and environmental [removed: mishaps;] [added: issues;] missing passengers and other incidents at sea or while in port or on land, which may cause injury and death, guest and crew 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 the demand for our brands and cruising in general, which may affect our [removed: sales] [added: net revenue yields] and profitability, [removed: may] result in additional costs to our business, and [removed: may] result in litigation against us and increasing government or other regulatory oversight.

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 [removed: sales] [added: net revenue yields] and profitability.

[removed: In addition, as mentioned above, our] [added: Our] ships are subject to the risks of mechanical failures and accidents, for which we have had to incur repair and equipment replacement expenditures.

A significant performance [removed: deficiency or] problem on any [removed: one or more] of our ships could have an adverse effect on our financial condition and [removed: results of operations.][added: profitability.]

Our cruise ships, hotels, land tours, port and related commercial facilities, [added: and] shore excursions [removed: and other service providers] may be impacted by adverse weather patterns or other natural disasters, such as hurricanes, earthquakes, floods, fires, tornados, tsunamis, typhoons and volcanic eruptions.

These events could result in, among other things, increased port related and other [removed: costs.][added: costs in our supply chain.]

It is possible that we could be forced to alter itineraries or cancel a cruise or a series of cruises or tours due to these or other factors, which would have an adverse effect on our [removed: sales] [added: net revenue yields] and profitability.

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

These events could have an adverse impact on the safety and satisfaction of cruising and could have an adverse impact on our [removed: sales] [added: net revenue yields] and profitability.

Any of the foregoing could have an adverse impact on our [removed: sales] [added: net revenue yields] and profitability.

Anything that damages our reputation, whether or not justified, could have an adverse impact on demand, which could lead to price reductions and a reduction in our [removed: sales] [added: net revenue yields] and profitability.

Demand for cruises is in part dependent on [added: consumer confidence in] the [removed: underlying perceived or actual] economic condition of the countries from which cruise companies source their guests.

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

Demand for cruises and other vacation options has been and is expected to continue to be affected by the public’s [removed: attitude towards] [added: concerns over] the safety and security of travel.

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

[removed: | c. |] Changes in and compliance with laws and regulations relating to environment, health, safety, security, [added: data privacy and protection,] tax and anti-corruption under which we operate [removed: could adversely impact our profitability. |][added: may lead to litigation, enforcement actions, fines, or penalties]

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

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

Environmental laws and regulations or liabilities arising from past or future releases of, or exposure to, hazardous substances or vessel discharges, including ballast water and waste disposal, could materially increase our cost of compliance or otherwise adversely affect our business, [removed: results of operations] [added: profitability] and financial condition.

We are also subject to compliance with income tax [removed: laws and] [added: laws,] 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 [removed: 35%,] [added: 35% (as of November 30, 2017),] 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% (as of November 30, 2017),] unless a lower treaty rate applies.

There can be no assurance that the outcome from these examinations will not adversely affect our [removed: net income.][added: profitability.]

Operations outside the U.S. may also be affected by changes in economic sanctions, trade protection laws, policies, and [removed: 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 [added: otherwise operate improperly] 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.

| d. | Disruptions and other damages to our information technology and other networks and operations, [removed: and] breaches in data [removed: security could result] [added: security, lapses] in [removed: decreases] [added: data privacy, and failure to keep pace with developments] in [removed: our net income.] [added: technology] |

Our ability to increase revenues and control costs, as well as our ability to serve guests most effectively depends in part on the reliability of our [removed: sophisticated technologies and] system [removed: networks.][added: networks and our ability to refine and update to more advanced systems and technologies.]

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

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

We have initiated a global program to meet the compliance requirements for [removed: the General Data Protection Regulation.][added: EU data privacy regulations.]

If we or our vendors experience significant data security [removed: breaches] [added: breaches, privacy failures,] or fail to detect and appropriately [removed: respond to significant data security breaches,] [added: respond,] we could be exposed to government enforcement actions and private litigation.

Our principal offices are located in Australia, Germany, Italy, the UK and the U.S. Although we have developed disaster recovery and similar business contingency plans, actual or threatened natural disasters (for example, hurricanes, earthquakes, floods, fires, tornados, tsunamis, typhoons and volcanic eruptions) or similar events in these locations may have a material impact on our business continuity, reputation and [removed: results of operations.][added: profitability.]

We hire a significant number of new crew each year and, thus, our ability to adequately recruit, develop and retain [removed: them] [added: our crew] is critical to our cruise business.

We must continue to recruit, develop, retain and motivate [removed: management and other employees] [added: our shipboard personnel] to enable us to maintain our current business and support our projected growth.

Certain of our newbuilds [removed: entering] [added: that entered into] service in [removed: 2018] [added: 2016] and thereafter are designed to use LNG as a fuel source.

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

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

The demand for cruises may decline due to adverse world events impacting the ability or desire of people to travel, including conditions affecting the safety and security of travel, government regulations and requirements, and declines in consumer confidence

Governmental actions which increase global travel regulations and restrictions may adversely impact demand for cruises.

Heightened regulations around customs and border control, travel bans to and from certain geographical areas, government policies increasing the difficulty of travel and limitations on issuing international travel visas could reduce the ability or desire of people to travel.

b.

Our guest and employee relationships provide us with access to sensitive data.

We are subject to laws and requirements related to the treatment and protection of sensitive data.

We may be subject to legal liability and reputational damage if we do not comply with data privacy and protection regulations.

Various governments, agencies and regulatory organizations have enacted and are considering new regulations and implementation of rules for existing regulations.

Additional requirements could negatively impact our ability to market cruises to consumers and increase our costs.

interruption losses or environmental damage to any affected coastal waters and the surrounding areas, may be asserted or brought against various parties including us.

| e. | Ability to recruit, develop and retain qualified shipboard personnel who live on ships away from home for extended periods of time |

| f. | Increases in fuel prices and availability of fuel supply |

Various agencies and regulatory authorities have issued rules related to emissions.

The cost and availability of appropriate fuel supplies or the effectiveness of our emissions mitigation equipment may negatively impact our operations, increasing costs and reducing profitability.

The pricing, availability and regulations for LNG could adversely affect our profitability by changing itineraries and increasing costs.

This subjects us to “foreign currency translational” risk.

In addition, increases in the prices of airfares would increase the overall vacation price to our guests.

| | |

| --- | --- |

| 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. |

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

The IMO has amended the MARPOL regulations to reduce emissions from ships.

As described in “Maritime Environmental Regulations” as referenced below, these changes will result in reductions in ship SOx emissions by requiring progressive reductions in the sulfur content in fuel or the use of abatement technologies.

These limits will be further reduced in designated ECAs, including ECAs that have been or could be proposed in other 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,

in all material respects.

However, if this type of technology is not widely used within the shipping industry it is possible that there could be limited availability of high sulfur fuels because of low demand and the cost of such fuel may increase.

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

Initiatives to limit GHG emissions are being introduced around the world with more frequency.

For example, numerous bills related to climate change have been introduced in the U.S. Congress, and active discussions on GHG reduction are taking place in the EU and IMO.

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

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 operational costs, including, among other things, increase in fuel prices, new taxes on bunker fuel and establishment of costly emissions trading schemes.

Some groups have also generated negative publicity about the cruise business and its environmental impact.

See Part I, Item 1.

Business.

“Our Global Cruise Business - Governmental Regulations - Maritime Regulations” for additional information regarding these regulations.

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

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.

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

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

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.

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

| e. | Ability to recruit, develop and retain qualified personnel could adversely affect our results of operations. |

We also rely upon the ability, expertise, judgment, discretion, integrity and good faith of our senior management team.

| f. | Increases in fuel prices may adversely affect our operations, financial condition and liquidity. |

See risks relating to environmental laws and regulations, continuing financial viability of air service providers and failures to keep pace with technology below for additional information regarding our fuel risks.

We have Brent crude oil (“Brent”) call options and Brent put options, collectively referred to as zero cost collars, that establish ceiling and floor prices.

These zero cost collars are based on Brent prices whereas the actual fuel used on our ships is marine fuel.

Changes in the Brent prices may not show a high degree of correlation with changes in our underlying marine fuel prices.

In addition, there can be no assurance that 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.

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 zero cost collar contracts may create significant volatility in our U.S. GAAP earnings due to volatility in fuel prices over the contracts’ terms.

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

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

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

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

| 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. |

The financial statements, together with the report thereon of PricewaterhouseCoopers LLP, dated January [removed: 30, 2017,] [added: 29, 2018,] and the Selected Quarterly Financial Data (Unaudited) are shown in Exhibit 13 and are incorporated by reference into this Form 10-K.

The two companies operate as if they are a single economic enterprise with a single senior executive management team and identical Boards of [removed: Directors,] [added: Directors (“BODs”),] but each has retained its separate legal identity.

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

We are also the largest cruise company, carrying [removed: 48%] [added: nearly half] of global cruise guests, and a leading provider of vacations to all major cruise destinations throughout the world.

[removed: We] [added: With operations in North America, Europe, Australia, and Asia, we] operate over 100 cruise ships within a portfolio of leading global, regional and national cruise brands that sell tailored cruise products, services and vacation experiences in all the world’s most [removed: important vacation geographic areas.][added: desirable destinations.]

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

We have made significant investments in performing customer segmentation analyses and [removed: evaluating] data [removed: included in our global database of guests] [added: analytics] to gain insight into [removed: their] [added: our guests’] decision-making process and vacation needs enabling us to 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 [added: our] ongoing [added: marketing,] public relations [removed: efforts] and [removed: advertising.][added: guest experience efforts.]

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

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

As of [removed: January 19,] [added: November 30,] 2017, we have a total of [removed: 19] [added: 18] cruise ships scheduled to be delivered between [removed: 2017] [added: 2018] and 2022.

Since 2006, we have removed [removed: 18] [added: 19] ships from our fleet, and our newbuild program has been designed to consider an expected acceleration in our fleet replacement cycle over time.

With this innovation, from the moment our guests first engage with us, their experiences [removed: will seamlessly be] [added: are] powered by their [removed: preferences.][added: preferences and are delivered seamlessly, in real time.]

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

With over 100 ships and [removed: more than 11.5] [added: 12.1] million guests in [removed: 2016,] [added: 2017,] we have the scale to optimize our structure by utilizing our combined purchasing volumes and common technologies as well as [removed: implementing] [added: accelerating progress on our] cross-brand initiatives aimed at cost containment.

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 [removed: and/or] [added: and] share buybacks.

In [removed: 2016,] [added: 2017,] we increased our quarterly dividend [removed: by 17%] to [removed: $0.35] [added: $0.45] per share from [removed: $0.30] [added: $0.35] per [removed: share.][added: share, representing over $1 billion in annual dividends.]

Since resuming our stock repurchase program in late 2015, we repurchased approximately [removed: 54] [added: 63] million shares for [removed: $2.6] [added: $3.1] billion.

[removed: We consider health,] [added: Health,] environment, safety, security [added: (“HESS”)] and sustainability [added: is a core focus for our operations and these] matters [removed: to be] [added: directly influence how we measure] our [removed: core guiding principles.][added: performance.]

We believe that we can achieve this goal by continually focusing our efforts on helping our guests choose the cruise brand that will [added: best] meet their unique needs and desires, improving their overall vacation experiences and building state-of-the-art ships with innovative onboard offerings and [added: providing] unequaled guest services.

Our goal is to recruit, develop and retain the finest [removed: shipboard and shoreside] employees.

Understanding the critical skills that are needed for outstanding performance is crucial in order to hire and train our [added: officers,] crew and shoreside personnel.

We value the relationships we have with our shareholders and other stakeholders, including travel agents, [added: trade associations,] communities, regulatory bodies, media, creditors, insurers, shipbuilders, governments and suppliers.

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

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

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

According to industry surveys, the cruise experience consistently exceeds expectations of repeat and first-time [removed: cruisers on a wide range of important vacation attributes, such as value and service levels.][added: cruisers.]

[added: Cruising continues to receive high] guest satisfaction rates because of the unique vacation experiences it offers, including visiting multiple destinations without having to pack and unpack, all-inclusive product offerings and state-of-the-art cruise ships with entertainment, relaxation and fun, all at an outstanding value.

[removed: Hence, consumers] [added: 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.

[removed: Overall, today's] [added: Today’s] travelers are looking to travel in ways that are immersive, meaningful and memorable.

We believe the cruise industry is well positioned to meet [removed: the travelers'] [added: 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 [removed: generation,] [added: generations,] have in recent years experienced trends that positively affect demand for cruising.

The Baby Boomer [removed: generation, or those born between 1946 and 1964,] [added: generation] likes to pursue an active lifestyle and has the desire and the means to travel and enjoys multi-generational cruising.

The Millennial [removed: generation, or those born between 1980 and 2000,] [added: generation] has now surpassed the size of the Baby Boomer generation and represents the fastest growing demographic segment of the vacation 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 [removed: markets, such as North America.][added: markets.]

[removed: We] [added: Therefore, we] believe there are large, addressable markets with low penetration rates.

The [removed: 2016 annual] penetration rates below were computed based on the [removed: historical number of] [added: 2016 global] cruise guests carried [removed: as a percentage of the total population] from G.P. Wild (International Limited) (“G.P. Wild”), an independent cruise research [removed: company and internal estimates:][added: company, as a percentage of total population:]

| • | [removed: 5.2%] [added: 4.9%] for Australia and New Zealand |

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

| • | [removed: 2.7%] [added: 2.9%] for the United Kingdom (“UK”) |

We [removed: believe there are] also [removed: markets, such as Asia,] [added: believe Asia is a large addressable market,] where economic growth has raised discretionary income levels, fueling an increasing demand for [removed: cruise vacations.][added: travel.]

We believe that our most significant long-term growth opportunity in Asia is in China, due to its large and growing middle-class

During 2018, we expect 5% of our total capacity to be deployed in China.

We are committing resources across the entire corporation to further improve how we operate to protect and preserve our oceans.

We have implemented important fleet-wide changes and enhancements to our environmental processes and procedures, all with the goal to improve our operations, oversight and compliance with our previously disclosed December 2016 plea agreement.

Since 2013, we have restructured our fleet operations organization including strengthening its leadership.

We also increased the scope and frequency of our training, and invested millions of dollars to upgrade our equipment to new ship standards to ensure compliance with all environmental regulations.

We enhance our guest experience by offering high quality destinations around the world including a portfolio of private destinations that are uniquely tailored to our guests’ preferences.

A recent study by the American Society of Travel Agents (“ASTA”) indicates that the Millennial generation has as positive a view of cruising as the Baby Boomer generation.

These changes in consumer behavior and demographics, along with growing populations, increasing wealth in developing countries and increased spending by consumers on experience versus products, will continue to drive demand for travel and the

global cruise industry.

Large Addressable Markets

| • | 1.9% for Germany and Italy |

| (in thousands) | Average Passenger (Lower Berth) Capacity (a) | | | | Cruise Guests Carried | | |

| 2016 | 470 | | 220 | | 24,700 | | 11,520 |

| 2017 | 490 | | 230 | | 26,000 | | 12,100 |

| (b) | Amounts were based on internal estimates using public industry data. |

| | November 30, 2017 | | | | |

| Princess Cruises | 45,230 | | 20 | | 17 |

| | 137,400 | | 60 | | 60 |

| Cunard | 6,830 | | 3 | | 3 |

| | 94,170 | | 40 | | 43 |

| | 231,570 | | 100% | | 103 |

As of November 30, 2017, we have a total of 18 cruise ships scheduled to be delivered between 2018 and 2022.

Our ship construction contracts are with Fincantieri in Italy, Meyer Werft in Germany and Meyer Turku in Finland.

| Carnival Panorama | October 2019 | | 3,950 |

| Costa Venezia (intended for Asia) | February 2019 | | 4,200 |

| Newbuild (intended for Asia) | September 2020 | | 4,200 |

| Newbuild | April 2022 | | 3,000 |

In 2017, Carnival Cruise Line was voted “Best-Value-For-Money” by Expedia CruiseShipCenters and “Best Domestic Cruise Line” by Travel Weekly.

In addition, Carnival Cruise Line deploys two ships in Australia offering cruises tailored to the Australian market.

In 2018, Carnival Cruise Line will launch Carnival Horizon featuring the first Dr. Seuss WaterWorks, a vibrant water park inspired by the legendary children’s author.

Princess Cruises began operations in 1965 and today operates a fleet of 17 modern ships that offer more than 150 itineraries visiting over 360 destinations around the globe.

| • | Unique destination experiences including our top rated Alaska onboard and land based program. Caribbean vacations featuring Princess Cays®, our award winning private beach in The Bahamas, exclusive shore excursions in partnership with Discovery and Animal Planet, and More Ashore late night as well as overnight port stays |

| • | O, The Oprah Magazine partnership rolled-out across the brand’s North America fleet; featuring O Magazine-inspired activities, including meditation, tai chi, healthy cooking demonstrations, an onboard book club and more |

The line currently operates four ultra-luxury ships and is scheduled to take delivery of one 600\-passenger capacity ship, Seabourn Ovation, in 2018.

To enhance the guest experience and further differentiate from other ultra-luxury cruise brands, Seabourn has entered into several partnerships to offer a number of innovative programs:

| • | “An Evening with Tim Rice”, the new evening entertainment experience created exclusively for the line in association with Belinda King Creative Productions |

| • | Spa and Wellness with Dr. Andrew Weil, offering guests a holistic spa and wellness experience that integrates physical, social, environmental and spiritual well-being |

| • | The Grill by Thomas Keller, reminiscent of the classic American restaurant from the 50’s and 60’s. Exclusive to Seabourn, The Grill is a unique culinary concept for Chef Keller, focusing on updated versions of iconic dishes |

Costa, known as Italy’s Finest, brings Italy to the world with its ships and diverse itineraries around the globe.

A.

We believe having global and regional brands serving multiple countries and national brands tailored to serve individual countries provides us with a unique advantage when competing for consumers' discretionary vacation spending.

Furthermore, we are implementing initiatives to strengthen our onboard revenue programs.

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.

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

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.

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.

B.

Within the global vacation industry, cruise companies compete for the discretionary income spent by vacationers.

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

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

Cruising continues to receive high

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.

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.

Relatively Low Penetration Levels

| • | 1.8% for continental Europe (Germany, Italy, France, Spain and Portugal) |

| | | | |

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

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

| 2014 | 428,000 | | 210,000 |

| 2016 | 466,000 | | 221,000 |

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

| | | | | | | | | |

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

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

| Year | | North America | | Europe, Australia, Asia and Other | | Total | | Total |

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

| 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 |

| (b) | The estimates for global cruise guests carried for 2016 are based on internally developed growth rates. |

| | 135,720 | | 60 | | 60 |

| | 90,360 | | 40 | | 42 |

| | 226,080 | | 100% | | 102 |

| (a) | As of January 19, 2017. |

| North America Segment (b) | | | |

| Newbuild | November 2019 | | 3,900 |

| Princess | | | |

[removed: However, we do not] [added: We] believe the ultimate outcome will [added: not] have a [removed: significant] [added: material] impact on our [removed: results of operations.][added: consolidated financial statements.]

As previously disclosed, on May 19, 2017, Holland America Line and Princess Cruises notified the National Oceanic and Atmospheric Administration (“NOAA”) regarding discharges made by certain vessels in the recently expanded area of the National Marine Sanctuary in the Farallones Islands.

NOAA continues to conduct an investigation.

As previously disclosed, in 2013 the U.S. Department of Justice and the UK Maritime & Coast Guard Agency commenced an investigation of allegations that Caribbean Princess breached international pollution laws.

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.

As previously disclosed, in 2014 the Egyptian Environmental Affairs Agency began an investigation into allegations that the Costa neoClassica breached Egyptian environmental laws.

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.

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.

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

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.

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

For the fiscal year ended November 30, [removed: 2016] [added: 2017] or

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

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, [removed: or small] [added: smaller] reporting [added: companies, or emerging growth] companies.

See the definitions of [removed: "large] [added: “large] accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting company” [added: and “emerging growth company”] in Rule 12b-2 of the Exchange Act.

| [removed: Non-Accelerated Filers] [added: Large accelerated filers] | [added: þ | Accelerated filers |] ¨ | [added: Non-accelerated filers | ¨ |] Smaller [removed: Reporting Companies] [added: reporting companies] | ¨ | [added: Emerging growth companies | ¨ |]

| 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: $19.0] [added: $25.6] 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: $9.1] [added: $11.9] billion as of the last business day of the registrant’s most recently completed second fiscal quarter. |

| At January [removed: 19, 2017,] [added: 18, 2018,] Carnival Corporation had outstanding [removed: 535,835,649] [added: 534,171,562] shares of its Common Stock, $0.01 par value. | | At January [removed: 19, 2017,] [added: 18, 2018,] Carnival plc had outstanding [removed: 216,038,487] [added: 209,345,279] Ordinary Shares $1.66 par value, one Special Voting [removed: Share,] [added: Share] GBP 1.00 par value and [removed: 535,835,649] [added: 534,171,562] Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. |

FOR THE FISCAL YEAR ENDED NOVEMBER 30, [removed: 2016][added: 2017]

| Item 1. | [removed: [Business](#s4451298E58E557DFACB14F04AE43AA25)] [added: [Business](#sFBCC43F9B6A450D7B313CE5D50D9C8C8)] | [removed: [4](#s4451298E58E557DFACB14F04AE43AA25)] [added: [4](#sFBCC43F9B6A450D7B313CE5D50D9C8C8)] |

| | [II. Vision, Goals and Related [removed: Strategies](#sCCC72FA159ED5829AB019406F739E25A)] [added: Strategies](#sE741A60F28F45701917AC61B6CAD1A13)] | [removed: [4](#sCCC72FA159ED5829AB019406F739E25A)] [added: [4](#sE741A60F28F45701917AC61B6CAD1A13)] |

| | [B. Global Cruise [removed: Industry](#s3CEFD6FCB56657B7ABFE8EBC2435B7D1)] [added: Industry](#s44D64AD46CBF5F56A68BF38FDF975FD3)] | [removed: [6](#s3CEFD6FCB56657B7ABFE8EBC2435B7D1)] [added: [6](#s44D64AD46CBF5F56A68BF38FDF975FD3)] |

| | [II. Favorable Characteristics of the Global Cruise [removed: Industry](#s67DA7C5E612E5EC19741FAF180C5DCEC)] [added: Industry](#s80E1181F2A3556F69C156A168D554D4E)] | [removed: [6](#s67DA7C5E612E5EC19741FAF180C5DCEC)] [added: [6](#s80E1181F2A3556F69C156A168D554D4E)] |

| | [III. Passenger Capacity and Cruise Guests [removed: Carried](#sA4E0F1746ED951C3AAF06047AFDB60D2)] [added: Carried by Ocean Going Vessels](#s9815241C2C3F54BCA684CB0D03879CF0)] | [removed: [8](#sA4E0F1746ED951C3AAF06047AFDB60D2)] [added: [8](#s9815241C2C3F54BCA684CB0D03879CF0)] |

| | [C. Our Global Cruise [removed: Business](#s6E2912DDDB575BBAB7CDAC715AF37E69)] [added: Business](#s6FDA47B3082F51C5B3E0E6FE76A03D70)] | [removed: [9](#s6E2912DDDB575BBAB7CDAC715AF37E69)] [added: [8](#s6FDA47B3082F51C5B3E0E6FE76A03D70)] |

| | [I. Segment [removed: Information](#s6E2912DDDB575BBAB7CDAC715AF37E69)] [added: Information](#s6FDA47B3082F51C5B3E0E6FE76A03D70)] | [removed: [9](#s6E2912DDDB575BBAB7CDAC715AF37E69)] [added: [8](#s6FDA47B3082F51C5B3E0E6FE76A03D70)] |

| | [II. Ships Under Contract for [removed: Construction](#s45137C5EE04258668B2F4B1CCC0CABF0)] [added: Construction](#sAB6EAB44B40355E9921F10AD68E74E46)] | [removed: [10](#s45137C5EE04258668B2F4B1CCC0CABF0)] [added: [9](#sAB6EAB44B40355E9921F10AD68E74E46)] |

| | [III. Cruise [removed: Brands](#sD8AD5C392D16542CB1BFA7049D96A6AB)] [added: Brands](#sA19CBFE7BC7751699DE6A51A7CFBDA7C)] | [removed: [11](#sD8AD5C392D16542CB1BFA7049D96A6AB)] [added: [10](#sA19CBFE7BC7751699DE6A51A7CFBDA7C)] |

| | [IV. Principal Source Geographic [removed: Areas](#s48B2EA7DFD7859EAA65D36902B0BA234)] [added: Areas](#sC1A95DB4C2A45DDCACCDFD347CD127C6)] | [removed: [16](#s48B2EA7DFD7859EAA65D36902B0BA234)] [added: [15](#sC1A95DB4C2A45DDCACCDFD347CD127C6)] |

| | [V. Cruise [removed: Programs](#s10A7C6C078785E488C425940209E3BA5)] [added: Programs](#sB340AB7992FA508D9A7AB65681271BBA)] | [removed: [16](#s10A7C6C078785E488C425940209E3BA5)] [added: [15](#sB340AB7992FA508D9A7AB65681271BBA)] |

| | [VI. Cruise Pricing and Payment [removed: Terms](#sEF4FA2339A1857F8A6225042651A6F28)] [added: Terms](#s6CC52F455DE456D092EDC7E8A45C778D)] | [removed: [17](#sEF4FA2339A1857F8A6225042651A6F28)] [added: [16](#s6CC52F455DE456D092EDC7E8A45C778D)] |

| | [VII. [removed: Seasonality](#sB8C8B4DA6E0E56B3B093EBFEBE6D0464)] [added: Seasonality](#sB7B7908587015EE5A7BA14EC2E3BBAB1)] | [removed: [17](#sB8C8B4DA6E0E56B3B093EBFEBE6D0464)] [added: [16](#sB7B7908587015EE5A7BA14EC2E3BBAB1)] |

| | [VIII. Onboard and Other [removed: Revenues](#s8CF85F6274625E0FADE30D8AB5525599)] [added: Revenues](#s491E85D64527559DA4ECD9B724FBF543)] | [removed: [18](#s8CF85F6274625E0FADE30D8AB5525599)] [added: [17](#s491E85D64527559DA4ECD9B724FBF543)] |

| | [IX. Marketing [removed: Activities](#s52F17DDCE5175FE69EE24745806CB87C)] [added: Activities](#s4721CABD01B05652B5C34DF410D883F8)] | [removed: [18](#s52F17DDCE5175FE69EE24745806CB87C)] [added: [17](#s4721CABD01B05652B5C34DF410D883F8)] |

| | [X. Sales [removed: Relationships](#s12BC4C706EE859CB807B8F11E4602B2B)] [added: Relationships](#s7EA150DCA88E59F6AA49E3000EAF1985)] | [removed: [19](#s12BC4C706EE859CB807B8F11E4602B2B)] [added: [18](#s7EA150DCA88E59F6AA49E3000EAF1985)] |

| | [removed: [XVII.] [added: [XVIII.] Port Destinations and Private [removed: Islands](#s3E75D7900331587598CC7D14CC8E1BF7)] [added: Islands](#sEADA86E7123F56ECB66AD19483F61665)] | [removed: [22](#s3E75D7900331587598CC7D14CC8E1BF7)] [added: [22](#sEADA86E7123F56ECB66AD19483F61665)] |

| | [XIX. Governmental [removed: Regulations](#s46B58AD621A55758B1EE634F9A61DD37)] [added: Regulations](#sE14E9F824AFC5D409D34665F7A27F10C)] | [removed: [23](#s46B58AD621A55758B1EE634F9A61DD37)] [added: [22](#sE14E9F824AFC5D409D34665F7A27F10C)] |

| | [XX. [removed: Taxation](#sE196196330E2546C9D494568C7F84BF7)] [added: Taxation](#sAA43D50D9EDD58F28D467EE9E69CB8A1)] | [removed: [29](#sE196196330E2546C9D494568C7F84BF7)] [added: [28](#sAA43D50D9EDD58F28D467EE9E69CB8A1)] |

| | [XXI. Trademarks and Other Intellectual [removed: Property](#s677FD003852052B2A25936B6C85FB159)] [added: Property](#s0F1936AD1C295280BC39311B5CBFC080)] | [removed: [31](#s677FD003852052B2A25936B6C85FB159)] [added: [29](#s0F1936AD1C295280BC39311B5CBFC080)] |

| | [XXII. [removed: Competition](#sD8B28652CE1352E8B57DB43AD3BD568E)] [added: Competition](#s4A5355DA28B4589CAB0F4CE92EC12370)] | [removed: [31](#sD8B28652CE1352E8B57DB43AD3BD568E)] [added: [29](#s4A5355DA28B4589CAB0F4CE92EC12370)] |

| | [D. Website Access to Carnival Corporation & plc SEC [removed: Reports](#s0CDCDD1E611D5CCF8C28107E1359F0B6)] [added: Reports](#sD01462D8F9325675AB8A041FFE4DB77B)] | [removed: [31](#s0CDCDD1E611D5CCF8C28107E1359F0B6)] [added: [30](#sD01462D8F9325675AB8A041FFE4DB77B)] |

| | [E. Industry and Market [removed: Data](#s2877013915AA500BAF85F5D56F8EC62E)] [added: Data](#sA8265C08CF6152188FF12A59083D1C46)] | [removed: [31](#s2877013915AA500BAF85F5D56F8EC62E)] [added: [30](#sA8265C08CF6152188FF12A59083D1C46)] |

| Item 1A. | [Risk [removed: Factors](#s17162D136D1956BC84B9952D376DA56F)] [added: Factors](#sF38A25D090515CBFAF43AF872DD4D1A1)] | [removed: [32](#s17162D136D1956BC84B9952D376DA56F)] [added: [31](#sF38A25D090515CBFAF43AF872DD4D1A1)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s0AF19ED00C5D5308AB2B0B6A55F6BC37)] [added: Comments](#s8699E2D1528D5C3BB9DC36EED4070F17)] | [removed: [42](#s0AF19ED00C5D5308AB2B0B6A55F6BC37)] [added: [37](#s8699E2D1528D5C3BB9DC36EED4070F17)] |

| | Item 2. | [removed: [Properties](#s5B917DA3585B55609A8F9046BB3A2B13)] [added: [Properties](#s5E05CAB365A256F28699247A2028743C)] | [removed: [43](#s5B917DA3585B55609A8F9046BB3A2B13)] [added: [37](#s5E05CAB365A256F28699247A2028743C)] |

| | Item 3. | [Legal [removed: Proceedings](#sAD26E6FC4A8C56E094028995B371C530)] [added: Proceedings](#sEFC2FE942C7759D39B2BE2B6FDCDD104)] | [removed: [43](#sAD26E6FC4A8C56E094028995B371C530)] [added: [37](#sEFC2FE942C7759D39B2BE2B6FDCDD104)] |

| | Item 4. | [Mine Safety [removed: Disclosures](#sd49c0547d4a04774903ffbf395593910)] [added: Disclosures](#s8277A5D4A1E8544B9361C6DF9AE8AA83)] | [removed: [44](#sC3C6F97753F25BADBB1CE180DE685465)] [added: [37](#s8277A5D4A1E8544B9361C6DF9AE8AA83)] |

| | | [Executive Officers of the [removed: Registrants](#sC3C6F97753F25BADBB1CE180DE685465)] [added: Registrants](#sC6294AA5749257CC9D567513D93E86E6)] | [removed: [44](#sC3C6F97753F25BADBB1CE180DE685465)] [added: [38](#sC6294AA5749257CC9D567513D93E86E6)] |

| | Item 5. | [Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sF415BF4603AF59AEA4C7688E5BC95A00)] [added: Securities](#s1B9D69460DA55A348A20FA597AC5F5B4)] | [removed: [45](#sF415BF4603AF59AEA4C7688E5BC95A00)] [added: [38](#s1B9D69460DA55A348A20FA597AC5F5B4)] |

| | Item 6. | [Selected Financial [removed: Data](#sF319FB79D428553D986F8F0624CC4393)] [added: Data](#s82FA9A4B7FAD5E79894FAB8487399098)] | [removed: [47](#sF319FB79D428553D986F8F0624CC4393)] [added: [40](#s82FA9A4B7FAD5E79894FAB8487399098)] |

10-K 1 a2017form10-kfrontpart.htm 10-K

| |

| --- |

| |

| | | | | | | | | | |

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

| | | | | | | | | | |

If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Portions of the 2017 Annual Report and 2018 joint definitive Proxy Statement are incorporated by reference into Part II and Part III of this report.

| | [A. Overview](#sFBCC43F9B6A450D7B313CE5D50D9C8C8) | [4](#sFBCC43F9B6A450D7B313CE5D50D9C8C8) |

| | [I. Summary](#sFBCC43F9B6A450D7B313CE5D50D9C8C8) | [4](#sFBCC43F9B6A450D7B313CE5D50D9C8C8) |

| | [I. Overview](#s44D64AD46CBF5F56A68BF38FDF975FD3) | [6](#s44D64AD46CBF5F56A68BF38FDF975FD3) |

| | [XI. Sustainability](#s310B85695EF25DA38610A4B5AFAF16C1) | [18](#s310B85695EF25DA38610A4B5AFAF16C1) |

| | [XII. Employees](#sBD587549A7E258E69E8455AC79DE7E16) | [19](#sBD587549A7E258E69E8455AC79DE7E16) |

| | [XIII. Training](#sAE585FED69A654728BEA2BF276807908) | [20](#sAE585FED69A654728BEA2BF276807908) |

| | [XIV. Information Technology](#sD5E641CCFBC05CECBD41BC57DABDB7E0) | [20](#sD5E641CCFBC05CECBD41BC57DABDB7E0) |

| | [XV. Innovation](#s2C0A425B4B96586189DA35A50C196E4E) | [20](#s2C0A425B4B96586189DA35A50C196E4E) |

| | [XVI. Supply Chain](#s9A6358F42A9253139721464428AE7C4B) | [21](#s9A6358F42A9253139721464428AE7C4B) |

| | [XVII. Insurance](#s6A39C01E5241528A96CD008116CF5147) | [21](#s6A39C01E5241528A96CD008116CF5147) |

| | Item 9B. | [Other Information](#s4e3d311940bc41b6b1dabbe22cbbd5b4) | [41](#s4e3d311940bc41b6b1dabbe22cbbd5b4) |

| | Item 16. | [Form 10-K Summary](#s9240931fd0d742e6b81dd7933dde96d7) | [48](#s9240931fd0d742e6b81dd7933dde96d7) |

DOCUMENTS INCORPORATED BY REFERENCE

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

______________________________

| | | | |

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

| Large Accelerated Filers | þ | Accelerated Filers | ¨ |

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

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

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

| | [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) |

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

Portions of the Registrants’ [removed: 2017] [added: 2018] 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 [removed: January 19,] [added: November 30,] 2017, the Carnival Corporation and Carnival plc headquarters and our larger shoreside locations are as follows:

| Location | | Square Footage [added: (in thousands)] | | Own/Lease | | [added: Principal] Operations |

| Miami, [removed: FL] [added: FL,] U.S.A. | | [removed: 463,000/62,000] [added: 463/55] | | Own/Lease | | Carnival Corporation and Carnival Cruise Line |

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

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

| Almere, Netherlands | | [removed: 253,000/22,000] [added: 253] | | [removed: Own/Lease] [added: Own] | | Arison Maritime Center |

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

| Seattle, [removed: WA] [added: WA,] U.S.A. | | [removed: 175,000] [added: 175] | | Lease | | Holland America [removed: Group (b)] [added: Line, Princess Cruises and Seabourn] |

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

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

| Sydney, [removed: NSW] [added: NSW,] Australia | | [removed: 58,000] [added: 37] | | Lease | | P&O Cruises (Australia) [added: and Princess Cruises] |

“Our Global Cruise Business.” In addition, we own, lease or have controlling interests in port [removed: destinations and] [added: destinations,] private [removed: islands.][added: islands, hotels, and lodges.]

| | | | | | | |

| | |

| --- | --- |

| (a) | Costa Group includes AIDA and Costa |

| (b) | Holland America Group includes Holland America Line, Princess, Seabourn and Holland America Princess Alaska Tours |

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

Our cruise ships in operation, headquarters, port destinations and private islands and other shoreside facilities are all well maintained and in good condition.

We evaluate our needs periodically and obtain additional facilities when deemed necessary.

We believe that our facilities are adequate for our current needs.

| Micky Arison | [removed: 67] [added: 68] | | [removed: 45] [added: 46] | | Chairman of the Boards of Directors |

| David Bernstein | [removed: 59] [added: 60] | | [removed: 18] [added: 19] | | Chief Financial Officer and Chief Accounting Officer |

| Arnold W. Donald | [removed: 62] [added: 63] | | [removed: 16] [added: 17] | | President and Chief Executive Officer and Director |

| Stein Kruse | [removed: 58] [added: 59] | | [removed: 17] [added: 18] | | [added: Group] Chief Executive Officer of Holland America Group [added: and Carnival UK] |

| Arnaldo Perez | [removed: 56] [added: 57] | | [removed: 24] [added: 25] | | General Counsel and Secretary |

| Michael Thamm | [removed: 53] [added: 54] | | [removed: 23] [added: 24] | | Group Chief Executive Officer of Costa Group and Carnival Asia |

[removed: From 2007 to 2013, he] [added: He] was Chief Executive Officer of [removed: Princess.][added: Holland America Group from 2013 to July 2017.]

Stein Kruse has been the [added: Group] Chief Executive Officer of Holland America Group [added: and Carnival UK] since [removed: 2013.][added: July 2017.]

| Alan B. Buckelew | 68 | | 39 | | Chief Information Officer |

| David Noyes | 54 | | 5 | | Chief Executive Officer of Carnival UK |

From 1998 to 2003, he was Chief Financial Officer of Cunard and Seabourn.

Alan B.

Buckelew has been Chief Information Officer since December 2016.

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

He was President of Princess from 2004 to 2013.

From 2004 to 2007, he was also Chief Operating Officer of Cunard.

He is also a Principal of AWDPLC LLC, a private investment company.

From 2010 to 2012, he was President and Chief Executive Officer of The Executive Leadership Counsel, a professional network of African-American executives of major U.S. companies.

In this capacity, he is responsible for Holland America Line, Princess, Seabourn and Holland America Princess Alaska Tours.

David Noyes has been Chief Executive Officer of Carnival UK since October 2014.

In this capacity, he is responsible for P&O Cruises (UK) and Cunard.

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

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

From 2004 to 2012, he was President of AIDA.

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

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

Our dividends were and will be based on a number of factors, including our earnings, liquidity position, financial condition, [removed: tone of business,] [added: booking trends,] capital requirements, credit ratings and the availability and cost of obtaining new debt.

[removed: Our Boards of Directors have authorized, subject to certain restrictions, the] [added: Under a share] repurchase [removed: of up] [added: program effective 2004, we are authorized] to [removed: an aggregate of $1.0 billion of] [added: repurchase] Carnival Corporation common stock [removed: and/or] [added: and] Carnival plc ordinary shares (the “Repurchase Program”).

On [removed: January 28, 2016 and on June 27, 2016,] [added: April 6, 2017,] the Boards of Directors approved [removed: modifications] [added: a modification] of the [removed: Repurchase Program] [added: general] authorization [removed: that increased] [added: under] the [added: Repurchase Program, which replenished the] remaining authorized repurchases at the time of [removed: each] [added: the] approval [removed: by] [added: to] $1.0 billion.

During the three months ended November 30, [removed: 2016, purchases] [added: 2017, repurchases] of Carnival Corporation common stock pursuant to the Repurchase Program were as follows:

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

[removed: (a)] No shares of Carnival Corporation common stock [added: or Carnival plc ordinary shares] were purchased outside of publicly announced plans or programs.

[removed: | |] Carnival [removed: Corporation | | | | | Carnival] plc [removed: | | | | |][added: Shareholder Approvals]

[added: | • |] In [removed: addition to the Repurchase Program, the Boards of Directors authorized, in] January 2017, [removed: the repurchase of] [added: to sell] up to 22.0 million [added: of] Carnival [removed: plc ordinary shares and,] [added: Corporation common stock] in [removed: February 2016,] the [added: U.S. market and] repurchase [removed: of] up to [removed: 26.9] [added: 22.0] million [removed: shares] of Carnival [removed: Corporation common stock under] [added: plc ordinary shares in] the [removed: Stock Swap programs described below.][added: UK market. |]

The existing shareholder approval is limited to a maximum of [removed: 21.5] [added: 21.6] million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc [removed: 2017] [added: 2018] annual general meeting or July [removed: 13, 2017.][added: 4, 2018.]

[removed: We use] [added: In addition to] the [removed: Stock Swap programs in situations where] [added: Repurchase Program,] we [removed: can] [added: have programs that allow us to] obtain an economic benefit [removed: because] [added: when] either Carnival Corporation common stock [removed: or Carnival plc ordinary shares are trading at a price that] is [added: trading] at a premium [removed: or discount] to the price of Carnival plc ordinary shares or Carnival [added: plc ordinary shares are trading at a premium to Carnival] Corporation common [removed: stock, as the case may be.][added: stock (the “Stock Swap Programs”).]

[added: | Ÿ |] In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to [removed: issue and] sell shares of Carnival Corporation common [removed: stock through a sales agent, from time to time] [added: stock,] at prevailing market prices in ordinary brokers’ [removed: transactions,] [added: transactions] and [removed: use the sale proceeds to] repurchase [added: an equivalent number of] Carnival plc ordinary shares in the UK [removed: market on at least an equivalent basis.][added: market. |]

Any sales of Carnival Corporation shares [added: and Carnival plc ordinary shares] have been or will be registered under the Securities [removed: Act.][added: Act of 1933.]

[removed: through its sales agent from time] [added: | Ÿ | In the event Carnival plc ordinary shares trade at a premium] to [removed: time] [added: Carnival Corporation common stock, we may elect to sell ordinary shares of Carnival plc,] at prevailing market prices in ordinary brokers’ [removed: transactions,] [added: transactions] and [removed: use the sale proceeds to] repurchase [added: an equivalent number of] shares of Carnival Corporation common stock in the U.S. [removed: market on at least an equivalent basis.][added: |]

During [removed: 2016,] [added: the three months ended November 30, 2017,] no Carnival Corporation common stock [removed: was sold] or Carnival plc ordinary shares were [added: sold or] repurchased under the [removed: “Stock Swap” program.][added: Stock Swap Programs.]

During the three months ended November 30, [removed: 2016, there were no] [added: 2017,] repurchases of Carnival [removed: Corporation Common Stock] [added: plc ordinary shares] pursuant to the [removed: Stock Swap program.][added: Repurchase Program were as follows:]

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

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

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

| 2017 | $ | 0.35 | | | $ | 0.40 | | | $ | 0.40 | | | $ | 0.45 | |

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

Repurchase Program

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

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

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

| September 1, 2017 through September 30, 2017 | | 0.8 | | | $ | 66.31 | | | $ | 760 | |

| October 1, 2017 through October 31, 2017 | | 0.1 | | | $ | 66.25 | | | $ | 673 | |

| November 1, 2017 through November 30, 2017 | | 0.1 | | | $ | 64.87 | | | $ | 587 | |

| | | 1.0 | | | $ | 66.23 | | | | | |

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

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

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

| Period | | Total Number of Shares of Carnival plc Purchased (in millions) | | | Average Price Paid per Share of Carnival plc | | | | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Repurchase Program (in millions) | | |

| September 1, 2017 through September 30, 2017 | | 0.2 | | | $ | 64.41 | | | $ | 760 | |

| October 1, 2017 through October 31, 2017 | | 1.2 | | | $ | 65.20 | | | $ | 673 | |

| November 1, 2017 through November 30, 2017 | | 1.3 | | | $ | 65.44 | | | $ | 587 | |

| | | 2.7 | | | $ | 65.24 | | | | | |

For example:

| | |

| --- | --- |

| | |

| --- | --- |

Under the Stock Swap Programs effective 2008, the Boards of Directors have made the following authorizations:

| | |

| --- | --- |

| | |

| --- | --- |

| • | In February 2016, to sell up to 26.9 million of existing shares of Carnival plc in the UK market and repurchase up to 26.9 million shares of Carnival Corporation common stock in the U.S. market. |

III.

| | | | | | | | |

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

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

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

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

Repurchase Authorizations

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

| 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):

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

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

| | 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 | | — | | | — | |

From December 1, 2016 through January 19, 2017, we repurchased 0.2 million shares of Carnival plc ordinary shares for approximately $10 million under the Repurchase Program.

At January 19, 2017, the remaining availability under the Repurchase Program was $389 million.

At January 19, 2017, the remaining availability under the Stock Swap programs was 22.0 million Carnival plc ordinary shares and 26.0 million shares of Carnival Corporation common stock.

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

Based on an authorization provided by the Board of Directors in January 2017, Carnival Corporation was authorized to issue and sell up to 22.0 million shares of its common stock in the U.S. market and had 22.0 million shares remaining at January 19, 2017.

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

Based on an authorization provided by the Board of Directors in February 2016, Carnival Corporation or Carnival Investments Limited was authorized to sell up to 26.9 million Carnival plc ordinary shares in the UK market and had 26.0 million shares remaining at January 19, 2017.

Any sales of Carnival plc ordinary shares have been or will be registered under the Securities Act.

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

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

Our President and Chief Executive Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, [removed: 2016,] [added: 2017,] that they are effective as described above.

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

Based on [removed: our] [added: this] evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, [removed: 2016.][added: 2017.]

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: 2016] [added: 2017] 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: 2016] [added: 2017] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART III

None.

PART III

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

Our [removed: code] [added: Code] of [removed: ethics] [added: Business Conduct and Ethics] applies to all our other employees [added: and to our directors] as well.

This [removed: code] [added: Code] of [removed: ethics] [added: Business Conduct and Ethics] is posted on our website, which is located at www.carnivalcorp.com and www.carnivalplc.com.

We intend to satisfy the disclosure requirement under Item [removed: 10] [added: 5.05] of [added: the] Form 8-K regarding any amendments to, or waivers from, [removed: any] provisions of this [removed: code] [added: Code] of [removed: ethics] [added: Business Conduct and Ethics] by posting such information on our website, at the addresses specified above.

The additional information required by Item 10 is incorporated herein by reference [removed: to] [added: from] 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: 2016] [added: 2017] 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 [removed: to] [added: from] 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: 2016] [added: 2017] 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: 2016.][added: 2017.]

| Plan category | | Number of securities to be issued upon exercise of warrants and rights (in millions) | | [added: |] 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) | | [added: |]

| Equity compensation plans [added: not] approved by security holders | | [removed: 2.2] [added: —] | [removed: (a)] | [added: |] \- | | [removed: 11.3] [added: —] | [removed: (b)] | [added: |]

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

| (a) | Represents [removed: 2.2] [added: 2.3] 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: 2016] [added: 2017] as follows: 2.1 million under the Carnival Corporation Employee Stock Purchase Plan, which includes [removed: 35,923] [added: 28,839] shares subject to purchase during the current purchase period and [removed: 9.2] [added: 7.9] 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: 2016.][added: 2017.]

| Plan category | | Number of securities to be issued upon exercise of warrants and rights (in millions) | | [added: |] 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) | [added: |]

| Equity compensation plans approved by security holders | | 0.7 | [added: |] (a) | \- | | [removed: 8.1] [added: 7.6] | [added: |]

| Equity compensation plans [removed: not] approved by security holders | | [removed: \-] [added: 2.3] | | [added: (a) |] \- | | [removed: \-] [added: 10.0] | [added: | (b) |]

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: 2016] [added: 2017] fiscal year.

The information required by Items 13 and 14 is incorporated herein by reference [removed: to] [added: from] 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: 2016] [added: 2017] fiscal year.

| | | | | | | | | | |

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

| | | | | | | | | | |

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

| | | 2.3 | | | \- | | 10.0 | | |

| | | | | | | | | |

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

| | | | | | | | | |

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

| | | 0.7 | | | \- | | 7.6 | |

| | | | | | | | |

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

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

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

| | | | | | | |

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

| | | (1) | | | | |

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

The exhibits listed [added: below] on the [removed: accompanying] Index to Exhibits are filed or incorporated by reference as part of this Form [removed: 10-K and such Index to Exhibits is hereby incorporated herein by reference.][added: 10-K.]

| 3.1 | [removed: Third] [added: [Third] Amended and Restated Articles of Incorporation of Carnival [removed: Corporation.] [added: Corporation.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex31.txt)] | 8-K | | 3.1 | | 4/17/03 | | |

| 3.2 | [removed: Third] [added: [Third] Amended and Restated By-Laws of Carnival [removed: Corporation.] [added: Corporation.](http://www.sec.gov/Archives/edgar/data/815097/000119312509082568/dex31.htm)] | 8-K | | 3.1 | | 4/20/09 | | |

| 4.1 | [removed: Agreement] [added: [Agreement] of Carnival Corporation and Carnival plc, dated January [removed: 22, 2016] [added: 19, 2018] to furnish certain debt instruments to the Securities and Exchange [removed: Commission.] [added: Commission.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit41201710-k.htm)] | | | | | | | X |

| 4.2 | [removed: Carnival] [added: [Carnival] Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess [removed: Shareholders.] [added: Cruises Shareholders.](http://www.sec.gov/Archives/edgar/data/815097/000095014203001818/ex4-1_form10q083103.txt)] | 10-Q | | 4.1 | | 10/15/03 | | |

| 4.3 | [removed: Equalization] [added: [Equalization] and Governance Agreement, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises [removed: plc.] [added: plc.](http://www.sec.gov/Archives/edgar/data/815097/000095014203001818/ex4-2_form10q083103.txt)] | 10-Q | | 4.2 | | 10/15/03 | | |

| 4.4 | [removed: Carnival] [added: [Carnival] Corporation Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival [removed: plc.] [added: plc.](http://www.sec.gov/Archives/edgar/data/815097/000104746903020097/a2112069zex-4_3.htm)] | S-4 | | 4.3 | | 5/30/03 | | |

| 4.5 | [removed: Carnival] [added: [Carnival] plc Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival [removed: plc.] [added: plc.](http://www.sec.gov/Archives/edgar/data/815097/000104746903021743/a2113194zex-4_10.htm)] | S-3 & F-3 | | 4.10 | | 6/19/03 | | |

| 4.7 | [removed: Pairing] [added: [Pairing] Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investor Services (formerly SunTrust Bank), as transfer [removed: agent.] [added: agent.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex41.txt)] | 8-K | | 4.1 | | 4/17/03 | | |

| 4.8 | [removed: Voting] [added: [Voting] Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as [removed: trustee.] [added: trustee.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex42.txt)] | 8-K | | 4.2 | | 4/17/03 | | |

| 4.9 | [removed: SVE] [added: [SVE] Special Voting Deed, dated as of April 17, 2003, between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, [removed: P.L.C.] [added: P.L.C.](http://www.sec.gov/Archives/edgar/data/815097/000102140803006279/dex43.txt)] | 8-K | | 4.3 | | 4/17/03 | | |

| 4.10 | [removed: Form] [added: [Form] of Amended and Restated Deposit Agreement and holders from time to time of receipts issued [removed: thereunder.] [added: thereunder.](http://www.sec.gov/Archives/edgar/data/1125259/000095011703001462/ex99-a.txt)] | Post Amend- ment to Form F-6 | | 99-a | | 4/15/03 | | |

| 10.1* | [removed: Carnival] [added: [Carnival] Corporation Nonqualified Retirement Plan for Highly Compensated [removed: Employees.] [added: Employees.](http://www.sec.gov/Archives/edgar/data/815097/000116923207003769/d72363_10-1.htm)] | 10-Q | | 10.1 | | 9/28/07 | | |

| 10.2 | [removed: Amendment] [added: [Amendment] and Restatement Agreement dated June 16, 2014 in respect of the Multicurrency Revolving Facilities Agreement dated May 18, 2011, 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 a syndicate of financial [removed: institutions.] [added: institutions.](http://www.sec.gov/Archives/edgar/data/815097/000081509714000006/ex-101.htm)] | 10-Q | | 10.1 | | 10/3/14 | | |

| [removed: 10.8*] [added: 10.3*] | [removed: Form] [added: [Form] of Appointment Letter for Non-Executive [removed: Directors.] [added: Directors.](http://www.sec.gov/Archives/edgar/data/815097/000116923208002427/d74455_ex10-1.htm)] | 10-Q | | 10.1 | | 6/27/08 | | |

| [removed: 10.10*] [added: 10.5*] | [removed: Amended] [added: [Amended] and Restated Carnival plc 2005 Employee Share [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000119312509071231/dex101.htm)] | 10-Q | | 10.1 | | 4/2/09 | | |

| [removed: 10.23*] [added: 10.7*] | [removed: Amended] [added: [Amended] and Restated Carnival Corporation 2011 Stock [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000001/exhibit1023201610-k.htm)] | [added: 10-K] | | [added: 10.23] | | [added: 1/30/17] | | [removed: X] |

| [removed: 10.31*] [added: 10.8*] | [removed: Form] [added: [Form] of Executive Restricted Stock Agreement for the Carnival Corporation 2011 Stock [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000119312512141856/d308899dex102.htm)] | 10-Q | | 10.2 | | 3/30/12 | | |

| [removed: 10.32*] [added: 10.9*] | [removed: Employment] [added: [Employment] Agreement dated as of October 14, 2013 between Carnival Corporation, Carnival plc and Arnold W. [removed: Donald.] [added: Donald.](http://www.sec.gov/Archives/edgar/data/815097/000081509714000006/ex-102.htm)] | 10-Q | | 10.2 | | 10/3/14 | | |

| [removed: 10.35*] [added: 10.23*] | [removed: Form] [added: [Form] of Performance-Based Restricted [removed: Stock] [added: Share] Unit Agreement for [removed: Special Executive Award for] the Carnival Corporation 2011 Stock [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex103_q22017.htm)] | 10-Q | | 10.3 | | [removed: 4/2/14] [added: 6/30/17] | | |

| [removed: 10.36*] [added: 10.12*] | [removed: Form] [added: [Form] of Performance-Based Restricted Stock Unit Agreement for [removed: Special Executive Award for] the Carnival plc [removed: 2005] [added: 2014] Employee Share [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x2xq22015.htm)] | 10-Q | | [removed: 10.4] [added: 10.2] | | [removed: 4/2/14] [added: 7/1/15] | | |

| [removed: 10.37*] [added: 10.11*] | [removed: Form] [added: [Form] of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x1xq22015.htm)] | 10-Q | | 10.1 | | [removed: 7/2/14] [added: 7/1/15] | | |

| [removed: 10.38*] [added: 10.24*] | [removed: Form] [added: [Form] of Performance-Based Restricted [removed: Stock] [added: Share] Unit Agreement for the Carnival plc [removed: 2005] [added: 2014] Employee Share [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex104_q22017.htm)] | 10-Q | | [removed: 10.2] [added: 10.4] | | [removed: 7/2/14] [added: 6/30/17] | | |

| [removed: 10.39*] [added: 10.10*] | [removed: Amended] [added: [Amended] and Restated Carnival plc 2014 Employee Share [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000001/exhibit1039201610-k.htm)] | [added: 10-K] | | [added: 10.39] | | [added: 1/30/17] | | [removed: X] |

| [removed: 10.40*] [added: 10.18*] | [removed: Form] [added: [Form] of [removed: Performance-Based] [added: Management Incentive Plan Tied] Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000008/ex101_q12017.htm)] | 10-Q | | 10.1 | | [removed: 7/1/15] [added: 3/30/17] | | |

| [removed: 10.41*] [added: 10.19*] | [removed: Form] [added: [Form] of [removed: Performance-Based] [added: Management Incentive Plan Tied] Restricted [removed: Stock] [added: Share] Unit Agreement for the Carnival plc 2014 Employee Share [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000008/ex102_q12017.htm)] | 10-Q | | 10.2 | | [removed: 7/1/15] [added: 3/30/17] | | |

| [removed: 10.42*] [added: 10.13*] | [removed: Carnival] [added: [Carnival] Corporation & plc Management Incentive Plan (adopted in [removed: 2015).] [added: 2015).](http://www.sec.gov/Archives/edgar/data/815097/000081509715000021/ex_10x3xq22015.htm)] | 10-Q | | 10.3 | | 7/1/15 | | |

| [removed: 10.44*] [added: 10.14*] | [removed: Amendment] [added: [Amendment] to Facilities Agreement dated May 18, 2016 among Carnival Corporation, Carnival plc and certain of Carnival Corporation and [removed: Carnival plc] [added: Carnivalplc] 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 [removed: lenders.] [added: lenders.](http://www.sec.gov/Archives/edgar/data/815097/000081509716000040/ex101.htm)] | 10-Q | | 10.1 | | 7/1/16 | | |

| [removed: 10.45*] [added: 10.15*] | [removed: Form] [added: [Form] of Executive Restricted Share Unit Award Certificate for the Carnival plc [removed: 2005] [added: 2014] Employee Share [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509716000040/ex103.htm)] | 10-Q | | [removed: 10.2] [added: 10.3] | | 7/1/16 | | |

| [removed: 10.47*] [added: 10.16*] | [removed: Form] [added: [Form] of Executive Restricted Stock Agreement for the Carnival Corporation 2011 Stock [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509716000040/ex104.htm)] | 10-Q | | 10.4 | | 7/1/16 | | |

| [removed: 10.48*] [added: 10.17*] | [removed: Amendment] [added: [Amendment] dated October 18, 2016 to Employment Agreement dated October 14, 2016 between Carnival Corporation, Carnival plc and Arnold W. [removed: Donald.] [added: Donald.](http://www.sec.gov/Archives/edgar/data/815097/000119312516743819/d271480dex991.htm)] | 8-K | | 99.1 | | 10/21/16 | | |

| 23 | [removed: Consent] [added: [Consent] of Independent Registered Certified Public Accounting [removed: Firm.] [added: Firm.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit23201710-k.htm)] | | | | | | | X |

| 24 | [removed: Powers] [added: [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: 2016] [added: 2017] joint Annual Report on Form 10-K and any future amendments on their [removed: behalf.] [added: behalf.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit24201710-k.htm)] | | | | | | | X |

| 31.1 | [removed: Certification] [added: [Certification] of President and Chief Executive Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit311201710-k.htm)] | | | | | | | X |

| 31.2 | [removed: Certification] [added: [Certification] of Chief Financial Officer 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 [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit312201710-k.htm)] | | | | | | | X |

| 31.3 | [removed: Certification] [added: [Certification] of President and Chief Executive Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit313201710-k.htm)] | | | | | | | X |

| 31.4 | [removed: Certification] [added: [Certification] of Chief Financial Officer 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 [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit314201710-k.htm)] | | | | | | | X |

| 32.1 | [removed: Certification] [added: [Certification] of President and Chief Executive Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit321201710-k.htm)] | | | | | | | X |

| 32.2 | [removed: Certification] [added: [Certification] of Chief Financial Officer 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 [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit322201710-k.htm)] | | | | | | | X |

| 32.3 | [removed: Certification] [added: [Certification] of President and Chief Executive Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit323201710-k.htm)] | | | | | | | X |

| 3.3 | [Articles of Association of Carnival plc.](http://www.sec.gov/Archives/edgar/data/815097/000119312509082568/dex33.htm) | 8-K | | 3.3 | | 4/20/09 | | |

| 4.6 | [Specimen Carnival Corporation Common Stock Certificate.](http://www.sec.gov/Archives/edgar/data/815097/000104746903021743/a2113194zex-4_16.htm) | S-3 & F-3 | | 4.16 | | 6/19/03 | | |

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

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

| 4.11 | [Specimen Carnival plc Ordinary Share Certificate.](http://www.sec.gov/Archives/edgar/data/1125259/000119312509143260/ds3asr.htm) | S-3 | | 4.1 | | 7/2/09 | | |

| 10.4* | [Form of Appointment Letter for Executive Directors.](http://www.sec.gov/Archives/edgar/data/815097/000116923208002427/d74455_ex10-2.htm) | 10-Q | | 10.2 | | 6/27/08 | | |

| 10.6 | [Succession Agreement, dated as of May 28, 2002, to Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison (incorporated by reference to Exhibit 10.2 of Carnival Corporation’s Quarterly Report on Form 10-Q for the period ended May 31, 2002).](http://www.sec.gov/Archives/edgar/data/815097/000081509702000028/may-10q_2q02.txt) | 10-Q | | 10.2 | | 7/12/02 | | |

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

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

| 10.20* | [Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000008/ex103_q12017.htm) | 10-Q | | 10.3 | | 3/30/17 | | |

| 10.21* | [Employment Contract dated April 21, 2017 between Carnival plc and Michael Olaf Thamm.](http://www.sec.gov/Archives/edgar/data/815097/000119312517142955/d383775dex101.htm) | 8-K | | 10.1 | | 4/27/17 | | |

| 10.22* | [Form of Non-Employee Director Restricted Stock Award Agreement for the Carnival Corporation 2011 Stock Plan.](http://www.sec.gov/Archives/edgar/data/815097/000081509717000016/ex102_q22017-.htm) | 10-Q | | 10.2 | | 6/30/17 | | |

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

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

| 12 | [Ratio of Earnings to Fixed Charges.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit12201710-k.htm) | | | | | | | X |

| 13 | [Portions of 2017 Annual Report.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/a2017ex-13.htm) | | | | | | | X |

| 21 | [Subsidiaries of Carnival Corporation and Carnival plc.](https://www.sec.gov/Archives/edgar/data/815097/000081509718000005/exhibit21201710-k.htm) | | | | | | | X |

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

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | |

| --- | --- |

| CARNIVAL CORPORATION | CARNIVAL PLC |

| /s/ Arnold W. Donald | /s/ Arnold W. Donald |

| President and Chief Executive Officer and | President and Chief Executive Officer and |

| Director | Director |

| January 30, 2017 | January 30, 2017 |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each of the registrants and in the capacities and on the dates indicated.

| /s/ David Bernstein | /s/ David Bernstein |

| David Bernstein | David Bernstein |

| Chief Financial Officer and Chief Accounting Officer | Chief Financial Officer and Chief Accounting Officer |

| /s/* Micky Arison | /s/* Micky Arison |

| Micky Arison | Micky Arison |

| Chairman of the Board of | Chairman of the Board of |

| Directors | Directors |

| /s/*Sir Jonathon Band | /s/*Sir Jonathon Band |

| Sir Jonathon Band | Sir Jonathon Band |

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

| Helen Deeble | Helen Deeble |

| /s/*Richard J. Glasier | /s/*Richard J. Glasier |

| Richard J. Glasier | Richard J. Glasier |

| /s/*Debra Kelly-Ennis | /s/*Debra Kelly-Ennis |

| Debra Kelly-Ennis | Debra Kelly-Ennis |

| s/*Sir John Parker | s/*Sir John Parker |

| Sir John Parker | Sir John Parker |

| /s/*Stuart Subotnick | /s/*Stuart Subotnick |

| Stuart Subotnick | Stuart Subotnick |

| /s/*Laura Weil | /s/*Laura Weil |

| Laura Weil | Laura Weil |

| /s/*Randall J. Weisenburger | /s/*Randall J. Weisenburger |

| Randall J. Weisenburger | Randall J. Weisenburger |

| *By: /s/ Arnaldo Perez | *By: /s/ Arnaldo Perez |

| Arnaldo Perez | Arnaldo Perez |

| (Attorney-in-fact) | (Attorney-in-fact) |

| | | | | | | | | |

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

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

| 3.3 | Articles of Association of Carnival plc. | 8-K | | 3.3 | | 4/20/09 | | |

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| | |

| --- | --- |

| | |

| CARNIVAL CORPORATION | CARNIVAL PLC |

| /s/ Arnold W. Donald | /s/ Arnold W. Donald |

| President and Chief Executive Officer and | President and Chief Executive Officer and |

| Director | Director |

| January 29, 2018 | January 29, 2018 |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each of the registrants and in the capacities and on the dates indicated.

| | |

| --- | --- |

| | |

| CARNIVAL CORPORATION | CARNIVAL PLC |

| /s/ Arnold W. Donald | /s/ Arnold W. Donald |

| President and Chief Executive Officer and | President and Chief Executive Officer and |

| Director | Director |

| January 29, 2018 | January 29, 2018 |

| | |

| /s/ David Bernstein | /s/ David Bernstein |

| David Bernstein | David Bernstein |

| Chief Financial Officer and Chief Accounting Officer | Chief Financial Officer and Chief Accounting Officer |

| January 29, 2018 | January 29, 2018 |

| | |

| /s/*Micky Arison | /s/*Micky Arison |

| Micky Arison | Micky Arison |

| Chairman of the Board of | Chairman of the Board of |

| Directors | Directors |

| January 29, 2018 | January 29, 2018 |

| | |

| /s/*Sir Jonathon Band | /s/*Sir Jonathon Band |

| Sir Jonathon Band | Sir Jonathon Band |

| Director | Director |

| January 29, 2018 | January 29, 2018 |

| | |

| /s/*Jason Glen Cahilly | /s/*Jason Glen Cahilly |

| Jason Glen Cahilly | Jason Glen Cahilly |

| Director | Director |