Carnival Corp Ltd. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds . A. Stock Swap Program We have a program that allows us to realize a net cash benefit when Carnival Corporation common stock is trading at a premium to the price of Carnival plc ordinary shares. Under the Stock Swap Program, we may elect to offer and sell shares of Carnival Corporation common stock at prevailing market prices in ordinary brokers’ transactions and repurchase an equivalent number of Carnival plc ordinary shares in the UK market. Under the Stock Swap Program effective June 2021, the Board of Directors authorized the sale of up to $500 million shares of Carnival Corporation common stock in the U.S. market and the purchase of Carnival plc ordinary shares on at least an equivalent basis. We may in the future implement a program to allow us to obtain a net cash benefit when Carnival plc ordinary shares are trading at a premium to the price of Carnival Corporation common stock. 35 Table of Contents Any sales of Carnival Corporation common stock and Carnival plc ordinary shares have been or will be registered under the Securities Act of 1933, as amended. During the three months ended August 31, 2022, there were no sales or repurchases under the Stock Swap Program. Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold 14.1 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $27 million. As of August 31, 2022, the maximum number of Carnival plc Ordinary Shares that may yet be purchased under the Stock Swap Program was 4.2 million. B. Repurchases No shares of Carnival Corporation common stock and Carnival plc ordinary shares were purchased outside of publicly announced plans or programs. 36 Table of Contents Item 6. Exhibits . INDEX TO EXHIBITS Incorporated by Reference Filed/ Furnished Herewith Exhibit Number Exhibit Description Form Exhibit Filing Date Articles of incorporation and by-laws 3.1 Third Amended and Restated Articles of Incorporation of Carnival Corporation . 8-K 3.1 4/17/2003 3.2 Third Amended and Restated By-Laws of Carnival Corporation . 8-K 3.1 4/20/2009 3.3 Articles of Association of Carnival plc . 8-K 3.3 4/20/2009 Material Contracts 10.1 Indenture, dated as of August 22, 2022, by and between Carnival Corporation, Carnival plc, the subsidiary guara ntors party thereto and U.S. Bank Trust Company , National Association, as Trustee , relating to the 5.75% Convertible Senior Notes due 2024. 8-K 4.1 8/22/2022 10.2 Special Performance-Based Restricted Stock Unit Agreement for Josh Weinstein under the Carnival Corporation 2020 Stock Plan. X Rule 13a-14(a)/15d-14(a) certifications 31.1 Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 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 2002. X 31.3 Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.4 Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X Section 1350 certifications 37 Table of Contents INDEX TO EXHIBITS Incorporated by Reference Filed/ Furnished Herewith Exhibit Number Exhibit Description Form Exhibit Filing Date 32.1* Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2* 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 2002. X 32.3* Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.4* Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X Interactive Data File 101 The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2022, as filed with the Securities and Exchange Commission on September 30, 2022, formatted in Inline XBRL, are as follows: (i) the Consolidated Statements of Income (Loss) for the three and nine months ended August 31, 2022 and 2021; X (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended August 31, 2022 and 2021; X (iii) the Consolidated Balance Sheets at August 31, 2022 and November 30, 2021; X (iv) the Consolidated Statements of Cash Flows for the nine months ended August 31, 2022 and 2021; X (v) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended August 31, 2022 and 2021; X (vi) the notes to the consolidated financial statements, tagged in summary and detail. X 104 The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2022, as filed with the Securities and Exchange Commission on September 30, 2022, formatted in Inline XBRL (included as Exhibit 101). * These items are furnished and not filed. 38 Table of Contents SIGNATURES Pursuant to the requirements 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 By: /s/ Josh Weinstein By: /s/ Josh Weinstein Josh Weinstein Josh Weinstein President, Chief Executive Officer and Chief Climate Officer President, Chief Executive Officer and Chief Climate Officer By: /s/ David Bernstein By: /s/ David Bernstein David Bernstein David Bernstein Chief Financial Officer and Chief Accounting Officer Chief Financial Officer and Chief Accounting Officer Date: September 30, 2022 Date: September 30, 2022 39