What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2020-07-10 compared with 2020-04-03 · 30 added, 25 removed, 48 unchanged (53% of the section changed)

1 unchanged sentence

Repurchase Program

Under a share repurchase program effective 2004, we are authorized to repurchase Carnival Corporation common stock and Carnival plc ordinary shares (the “Repurchase Program”).

Under a share repurchase program effective 2004, we had been authorized to repurchase Carnival Corporation common stock and Carnival plc ordinary shares (the “Repurchase Program”).

Effective August 2018, the company approved a modification of the general authorization under the Repurchase Program, which replenished the remaining authorized repurchases at the time of the approval to $1.0 billion.

The Repurchase Program does not have an expiration date and may be discontinued by our Boards of Directors at any time.

Subsequent to quarter end, to enhance our liquidity as well as comply with restrictions anticipated in future financing transactions, we have suspended share repurchases.

During the three months ended February 29, 2020, no shares of Carnival Corporation common stock were repurchased pursuant to the Repurchase Program.

During the three months ended February 29, 2020, repurchases of Carnival plc ordinary shares pursuant to the Repurchase Program were as follows:

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)

December 1, 2019 through December 31, 2019 0.2 $ 41.29 $ 122

January 1, 2020 through January 31, 2020 — $ — $ 122

February 1, 2020 through February 29, 2020 — $ — $ 122

Total 0.2 $ 41.29

During the three months ended May 31, 2020, no shares of Carnival Corporation common stock or Carnival plc ordinary shares were repurchased pursuant to the Repurchase Program.

To enhance our liquidity and comply with restrictions in our recent financing transactions, on June 15, 2020, the Boards of Directors terminated the Repurchase Program.

No shares of Carnival Corporation common stock and Carnival plc ordinary shares were purchased outside of publicly announced plans or programs.

1 unchanged sentence

Carnival plc ordinary share repurchases under the Repurchase Program require annual shareholder approval.

The existing shareholder approval is limited to a maximum of 19.2 million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc 2020 annual general meeting or July 15, 2020.

Subsequent to quarter end, to enhance our liquidity as well as comply with restrictions anticipated in future financing transactions, we have suspended share repurchases.

The existing shareholder approval is limited to a maximum of 18.2 million ordinary shares and is valid until the earlier of the conclusion of the Carnival plc 2021 annual general meeting or October 5, 2021.

To enhance our liquidity and comply with restrictions in our recent financing transactions, we have terminated the Repurchase Program.

INDEX TO EXHIBITS

9 unchanged sentences

Material Contracts

10.1 Form of Management Incentive Tied Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan

10.2 Form of Management Incentive Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan

10.3 Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan

10.1 Form of Salary for Shares Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan

10.2 Form of Salary for Shares Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan

10.3 Form of Non-Employee Director Annual Restricted Stock Award Agreement for the for the Carnival Corporation 2020 Stock Plan

10.4 Form of Non-Employee Director Shares for Retainer Restricted Stock Grants Agreement for the for the Carnival Corporation 2020 Stock Plan

10.5 Carnival Corporation 2020 Stock Plan

10.6 Term Loan Agreement dated as of June 30, 2020 among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc and the other Guarantors party hereto, the various financial institutions as are or shall become parties hereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S.

Bank National Association, as security agent**

10.7 Indenture, dated as of April 6, 2020, among Carnival Corporation, as issuer, Carnival plc, the Subsidiary Guarantors and U.S.

Bank National Association, as trustee, relating to the 5.75% Convertible Senior Notes due 2023

10.8 Indenture, dated as of April 8, 2020, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party thereto and U.S.

Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, related to the 11.500% First-Priority Senior Secured Notes due 2023**

10.9 First Supplemental Indenture dated as of June 30, 2020 among Carnival Corporation as issuer, Carnival plc, the Subsidiary Guarantors and U.S.

Bank, National Association, as trustee, relating to the 5.75% Convertible Senior Notes due 2023

Rule 13a-14(a)/15d-14(a) certifications

2 unchanged sentences

31.3 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 2002

INDEX TO EXHIBITS

Incorporated by Reference Filed/

Exhibit Description Form Exhibit Filing

31.4 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 2002

12 unchanged sentences

Interactive Data File

101 The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended February 29, 2020, as filed with the Securities and Exchange Commission on April 3, 2020, formatted in Inline XBRL, are as follows:

(i) the Consolidated Statements of Income (Loss) for the three months ended February 29/28, 2020 and 2019;

(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three months ended February 29/28, 2020 and 2019;

(iii) the Consolidated Balance Sheets at February 29, 2020 and November 30, 2019;

(iv) the Consolidated Statements of Cash Flows for the three months ended February 29/28, 2020 and 2019;

(v) the Consolidated Statements of Shareholders’ Equity for the three months ended February 29/28, 2020 and 2019;

101 The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2020, as filed with the Securities and Exchange Commission on July 10, 2020, formatted in Inline XBRL, are as follows:

(i) the Consolidated Statements of Income (Loss) for the three and six months ended May 31, 2020 and 2019;

(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended May 31, 2020 and 2019;

(iii) the Consolidated Balance Sheets at May 31, 2020 and November 30, 2019;

(iv) the Consolidated Statements of Cash Flows for the six months ended May 31, 2020 and 2019;

(v) the Consolidated Statements of Shareholders’ Equity for the three and six months ended May 31, 2020 and 2019;

(vi) the notes to the consolidated financial statements, tagged in summary and detail.

104 The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended February 29, 2020, as filed with the Securities and Exchange Commission on April 3, 2020, formatted in Inline XBRL (included as Exhibit 101)

104 The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2020, as filed with the Securities and Exchange Commission on July 10, 2020, formatted in Inline XBRL (included as Exhibit 101)

* These items are furnished and not filed.

10 unchanged sentences

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

April 3, 2020 Date:

April 3, 2020

July 10, 2020 Date:

July 10, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities