3 unchanged sentences
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.
−Removed: 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.
+Added: Under the Stock Swap Program effective as of 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.
1 unchanged sentence
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.
−Removed: During the three months ended August 31, 2022, there were no sales or repurchases under the Stock Swap Program.
+Added: During the three months ended February 28, 2023, 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 14.9 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $27 million.
−Removed: 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.
+Added: No ordinary shares of Carnival plc were purchased outside of publicly announced plans or programs.
No shares of Carnival Corporation common stock and Carnival plc ordinary shares were purchased outside of publicly announced plans or programs.
10 unchanged sentences
Material Contracts
−Removed: 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.
−Removed: Bank Trust Company , National Association, as Trustee , relating to the 5.75% Convertible Senior Notes due 2024.
−Removed: 8-K 4.1 8/22/2022
−Removed: 10.2 Special Performance-Based Restricted Stock Unit Agreement for Josh Weinstein under the Carnival Corporation 2020 Stock Plan.
+Added: 10.1 Form of 2022 Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
+Added: 10.2 Form of 2022 Performance-Based Restricted Share Unit Grant Agreement for the Carnival plc 2014 Employee Share Plan.
+Added: 10.3 Form of 2022 Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
+Added: 10.4 Form of 2022 Management Incentive Plan Tied Restricted Share Unit Grant Agreement for the Carnival plc 2014 Employee Share Plan.
+Added: 10.5 Facilities Agreement, dated as of February 28, 2023, among Carnival Holdings (Bermuda) II Limited, as borrower, Carnival Corporation, Carnival plc, the other guarantors party thereto, the lender parties thereto and J.P.
+Added: Morgan SE, as facilities agent.
Rule 13a-14(a)/15d-14(a) certifications
4 unchanged sentences
Section 1350 certifications
−Removed: INDEX TO EXHIBITS
−Removed: Incorporated by Reference Filed/
−Removed: Number Exhibit Description Form Exhibit Filing
32.1* Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation pursuant to 18 U.S.C.
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: INDEX TO EXHIBITS
+Added: Incorporated by Reference Filed/
+Added: Number Exhibit Description Form Exhibit Filing
32.3* Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to 18 U.S.C.
3 unchanged sentences
Interactive Data File
−Removed: 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:
−Removed: (i) the Consolidated Statements of Income (Loss) for the three and nine months ended August 31, 2022 and 2021;
−Removed: (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended August 31, 2022 and 2021;
−Removed: (iii) the Consolidated Balance Sheets at August 31, 2022 and November 30, 2021;
−Removed: (iv) the Consolidated Statements of Cash Flows for the nine months ended August 31, 2022 and 2021;
−Removed: (v) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended August 31, 2022 and 2021;
+Added: 101 The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended February 28, 2023, as filed with the Securities and Exchange Commission on March 29, 2023, formatted in Inline XBRL, are as follows:
+Added: (i) the Consolidated Statements of Income (Loss) for the three months ended February 28, 2023 and 2022;
+Added: (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three months ended February 28, 2023 and 2022;
+Added: (iii) the Consolidated Balance Sheets at February 28, 2023 and November 30, 2022 ;
+Added: (iv) the Consolidated Statements of Cash Flows for the three months ended February 28, 2023 and 2022;
+Added: (v) the Consolidated Statements of Shareholders’ Equity for the three months ended February 28, 2023 and 2022;
(vi) the notes to the consolidated financial statements, tagged in summary and detail.
−Removed: 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).
+Added: 104 The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended February 28, 2023, as filed with the Securities and Exchange Commission on March 29, 2023, formatted in Inline XBRL (included as Exhibit 101).
* These items are furnished and not filed.
9 unchanged sentences
Chief Financial Officer and Chief Accounting Officer Chief Financial Officer and Chief Accounting Officer
−Removed: September 30, 2022 Date:
−Removed: September 30, 2022
+Added: March 29, 2023 Date:
+Added: March 29, 2023
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.