7 unchanged sentences
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 February 28, 2023, there were no sales or repurchases under the Stock Swap Program.
+Added: During the three months ended May 31, 2023 under the Stock Swap Program, we sold 2.3 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares resulting in net proceeds of $2 million, which were used for general corporate purposes.
+Added: In addition, during the three months ended May 31, 2023, we sold 0.5 million shares of Carnival Corporation common stock at an average price per share of $9.83, resulting in net proceeds of $5 million .
Since the beginning of the Stock Swap Program, first authorized in June 2021, we have sold 17.2 million shares of Carnival Corporation common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $29 million.
−Removed: No ordinary shares of Carnival plc were purchased outside of publicly announced plans or programs.
−Removed: No shares of Carnival Corporation common stock and Carnival plc ordinary shares were purchased outside of publicly announced plans or programs.
+Added: No shares of Carnival Corporation common stock or Carnival plc ordinary shares were repurchased during the three months ended May 31, 2023 outside of the Stock Swap Program.
+Added: Period Total Number of Shares of Carnival plc Ordinary Shares Purchased (a)
+Added: (in millions) Average Price Paid per Share of Carnival plc Ordinary Share Maximum Number of Carnival plc Ordinary Shares That May Yet Be Purchased Under the Carnival Corporation Stock Swap Program
+Added: (in millions)
+Added: March 1, 2023 through March 31, 2023 — $ — 3.7
+Added: April 1, 2023 through April 30, 2023 1.6 $ 8.60 2.2
+Added: May 1, 2023 through May 31, 2023 0.8 $ 8.92 1.4
+Added: Total 2.3 $ 8.70
+Added: (a) No ordinary shares of Carnival plc were purchased outside of publicly announced plans or programs.
INDEX TO EXHIBITS
9 unchanged sentences
Material Contracts
+Added: 10.1 Amendment of the 2020 Stock Plan.
+Added: 8-K 10.1 4/26/2023
10.2 Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
−Removed: 10.2 Form of 2022 Performance-Based Restricted Share Unit Grant Agreement for the Carnival plc 2014 Employee Share Plan.
−Removed: 10.3 Form of 2022 Management Incentive Plan Tied Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
−Removed: 10.4 Form of 2022 Management Incentive Plan Tied Restricted Share Unit Grant Agreement for the Carnival plc 2014 Employee Share Plan.
−Removed: 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.
−Removed: Morgan SE, as facilities agent.
+Added: 10.3 Form of Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
+Added: 10.4 Amendment and Restatement Agreement dated May 25, 2023 in respect of the Multicurrency Revolving Facilities Agreement dated May 18, 2011, as most recently amended and restated on August 6, 2019 (and as otherwise amended from time to time), among Carnival Corporation, Carnival plc and Costa Crociere S.p.A., JPMorgan Chase Bank, N.A.
+Added: as retiring arranger, Bank of America Europe Designated Activity Company as retiring facilities agent, and J.P.
+Added: Morgan SE as new arranger and successor facilities agent.
Rule 13a-14(a)/15d-14(a) certifications
16 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 February 28, 2023, as filed with the Securities and Exchange Commission on March 29, 2023, formatted in Inline XBRL, are as follows:
−Removed: (i) the Consolidated Statements of Income (Loss) for the three months ended February 28, 2023 and 2022;
−Removed: (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three months ended February 28, 2023 and 2022;
−Removed: (iii) the Consolidated Balance Sheets at February 28, 2023 and November 30, 2022 ;
−Removed: (iv) the Consolidated Statements of Cash Flows for the three months ended February 28, 2023 and 2022;
−Removed: (v) the Consolidated Statements of Shareholders’ Equity for the three months ended February 28, 2023 and 2022;
+Added: 101 The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended May 31, 2023, as filed with the Securities and Exchange Commission on June 28, 2023, formatted in Inline XBRL, are as follows:
+Added: (i) the Consolidated Statements of Income (Loss) for the three and six months ended May 31, 2023 and 2022;
+Added: (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended May 31, 2023 and 2022;
+Added: (iii) the Consolidated Balance Sheets at May 31, 2023 and November 30, 2022 ;
+Added: (iv) the Consolidated Statements of Cash Flows for the six months ended May 31, 2023 and 2022;
+Added: (v) the Consolidated Statements of Shareholders’ Equity for the three and six months ended May 31, 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 February 28, 2023, as filed with the Securities and Exchange Commission on March 29, 2023, 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 May 31, 2023, as filed with the Securities and Exchange Commission on June 28, 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: March 29, 2023 Date:
−Removed: March 29, 2023
+Added: June 28, 2023 Date:
+Added: June 28, 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.