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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) CARNIVAL CORPORATION (Name of Issuer) Common Stock, par value $0.01 per Share of Carnival Corporation Trust Shares (representing beneficial interest in the P&O Princess Special Voting Trust) (Title of Class of Securities) Common Stock: 143658-30-0 Trust Shares: 143658-30-0 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) ------------------------------------------------------------------ CUSIP No. 143658-30-0 1 Names of Reporting Persons I.R.S. Identification No. of above persons (entities only) Northern Trust Corporation 36-2723087 The Northern Trust Company 36-1561860 Northern Trust Investments, NA 36-3608252 The Northern Trust Company of Delaware 75-3201788 2 Check the appropriate box if a member of a group Not Applicable (a) [ ] (b) [ ] 3 S.E.C. use only 4 Citizenship or place of organization Northern Trust Corporation--a Delaware corporation with principal offices In Chicago, Illinois Number of Shares Beneficially owned by Each Reporting Person with 5 Sole Voting Power 843,186 6 Shared Voting Power 5,923,595 7 Sole Dispositive Power 3,309,309 8 Shared Dispositive Power 32,602,291 9 Aggregate amount beneficially owned by each reporting person 36,136,222 10 Check box if the aggregate amount in Row (9) excludes certain shares. Not Applicable 11 Percent of class represented by amount in Row 9 6.10 12 Type of reporting person Northern Trust Corporation HC ------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Check the following box if a fee is being paid with statement [ ]. 1. (a) Carnival Corporation (Name of Issuer) (b) 3655 N.W. 87th Avenue, Miami, FL 33178-2428 (Address of Issuer's Principal Executive Offices) 2. (a) Northern Trust Corporation (Name of Person Filing) (b) 50 South LaSalle Street, Chicago, Illinois 60603 (Address of Person Filing) (c) U.S. (Delaware Corporation) (Citizenship) (d) Common Stock, par value $0.01 per Share of Carnival Corporation Trust Shares (representing beneficial interest in P&O Princess Special Voting Trust) (Title of Class of Securities) (e) Common Stock: 143658-30-0 Trust Shares: 143658-30-0 (CUSIP Number) 3. This statement is being filed by Northern Trust Corporation as a [G] Parent Holding Company in accordance with S240.13d-1(b) (1) (ii) (G). 4. (a) 36,136,222 (Amount Beneficially Owned) (b) 6.10 (Percent of Class) (c) Number of shares as to which such person has: (i) 843,186 (Sole Power to Vote or to Direct the Vote) (ii) 5,923,595 (Shared Power to Vote or to Direct the Vote) (iii) 3,309,309 (Sole Power to Dispose or Direct Disposition) (iv) 32,602,291 (Shared Power to Dispose or Direct Disposition) 5. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [ ] 6. Statement regarding ownership of 5 percent or more on behalf of another person: 29,364,216 of the shares reported on this Schedule 13G are held by The Northern Trust Company of Delaware as trustee of Eternity Four Trust 7.Parent Holding Company reporting on behalf of the following subsidiaries, all of which are banks as defined in Section 3(a) (6) of the Act: The Northern Trust Company 50 South LaSalle Street Chicago, IL 60603 Northern Trust Investments, N.A. 50 South LaSalle Street Chicago, IL 60603 The Northern Trust Company of Delaware 1201 North Market Street, Suite 1202 Wilmington, Delaware 19801 8. Identification and Classification of Members of the Group. Not Applicable. 9. Notice of Dissolution of Group. Not Applicable. 10. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under S240.14a-11 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. NORTHERN TRUST CORPORATION ________________________________ By: Robert P Browne As its Executive Vice President DATED: 02-03-2015 ------------------------------------------------------------------------------ EXHIBIT TO SCHEDULE 13G AMENDMENT FILED BY NORTHERN TRUST CORPORATION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549-1004 Attention: Filing Desk, Stop 1-4 RE: Carnival Corporation Pursuant to the requirement of 240.13d-1(k) (1) (iii), this exhibit shall constitute our written agreement that the Schedule 13G Amendment to which this exhibit is attached is filed on behalf of Northern Trust Corporation and of its subsidiary(ies), as stated below, regarding our respective beneficial ownership in the above-captioned equity security. NORTHERN TRUST CORPORATION _________________________________ By: Robert P Browne As its Executive Vice President DATED: 02-03-2015 THE NORTHERN TRUST COMPANY NORTHERN TRUST INVESTMENTS, NA THE NORTHERN TRUST COMPANY OF DELAWARE ________________________________________ By: Robert P Browne As its Executive Vice President or Authorized Representative DATED: 02-03-2015
Exhibit 1 to Form 13G Filed by Northern Trust Corporation CERTIFIED RESOLUTION The undersigned certifies that the undersigned is the duly appointed, qualified and acting Secretary or Assistant Secretary of Northern Trust Corporation, as indicated below, and that the following resolution was duly adopted by the Board of Directors of Northern Trust Corporation on April 15, 2014 and remains in full force and effect: RESOLVED, that each of the 'Executive Officers' of Northern Trust Corporation (the 'Corporation'), as that term is defined in Rule 3b-7 under the Securities Exchange Act of 1934 (the 'Executive Officers'), and each of the following other officers of the Corporation or its subsidiaries, is hereby authorized to sign, on behalf of the Corporation, any Statements on Form 13G, and any amendments to such Statements, required to be filed with the Securities and Exchange Commission by the Corporation with respect to any securities beneficially owned by the Corporation and any of its direct or indirect subsidiaries: Robert P. Browne James D. McDonald Matt Peron IN WITNESS WHEREOF, the undersigned has executed this certificate on February 6, 2015. /s/ Stephanie Greisch Stephanie S Greisch Secretary Northern Trust Corporation