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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) CARNIVAL CORPORATION (Name of Issuer) Common Stock, par value $0.01 per Share of Carnival Corporation (Title of Class of Securities) Common Stock: 143658-30-0 (CUSIP Number) December 31, 2016 (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, Inc 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 7,457,051 6 Shared Voting Power 4,207,151 7 Sole Dispositive Power 9,693,659 8 Shared Dispositive Power 21,979,775 9 Aggregate amount beneficially owned by each reporting person 31,926,059 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 5.94 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 (Title of Class of Securities) (e) Common Stock: 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) 31,926,059 (Amount Beneficially Owned) (b) 5.94 (Percent of Class) (c) Number of shares as to which such person has: (i) 7,457,051 (Sole Power to Vote or to Direct the Vote) (ii) 4,207,151 (Shared Power to Vote or to Direct the Vote) (iii) 9,693,659 (Sole Power to Dispose or Direct Disposition) (iv) 21,979,775 (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: 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, Inc. 50 South LaSalle Street Chicago, IL 60603 The Northern Trust Company of Delaware 1313 North Market Street, Suite 5300 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: 02-08-2017 ------------------------------------------------------------------------------ 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: 02-08-2017 THE NORTHERN TRUST COMPANY NORTHERN TRUST INVESTMENTS, INC THE NORTHERN TRUST COMPANY OF DELAWARE ________________________________________ By: Robert P Browne As its Executive Vice President or Authorized Representative DATED: 02-08-2017
Exhibit 1 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 19, 2016 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, 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 Schedule 13G or Form 13F, 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 1, 2017 Bradley Gabriel Assistant Secretary Northern Trust Corporation