Item 9A. Controls and Procedures
Item 9A. Controls and Procedures .
A. Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our President, Chief Executive Officer and Chief Climate Officer and our Chief Financial Officer and Chief Accounting Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, 2023, that they are effective as described above.
B. Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management, with the participation of our President, Chief Executive Officer and Chief Climate Officer and our Chief Financial Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 Internal Control – Integrated Framework (the “COSO Framework”). Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, 2023.
PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited our consolidated financial statements incorporated in this Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of November 30, 2023 as stated in their report, which is shown in Part II, Item 8. Financial Statements and Supplementary Data, in this Form 10-K.
C. Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended November 30, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B. Other Information .
Trading Plans
During the quarter ended November 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .
None.
101
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors
Information regarding our directors, as required by Item 10, is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2023 fiscal year.
Information About Our Executive Officers
The table below sets forth the name, age, years of service and title of each of our executive officers as of January 26, 2024. Titles listed relate to positions within Carnival Corporation and Carnival plc unless otherwise noted.
Age Years of Service (a) Title
Micky Arison 74 52 Chair of the Boards of Directors
David Bernstein 66 25 Chief Financial Officer and Chief Accounting Officer
Vice Admiral William R. Burke (Ret.) 67 10 Chief Maritime Officer
Bettina Deynes 51 5 Global Chief Human Resources Officer
Enrique Miguez 59 26 General Counsel
Josh Weinstein
49 21 President, Chief Executive Officer and Chief Climate Officer
(a) Years of service with us or Carnival plc predecessor companies.
Business Experience of Executive Officers
Micky Arison has been Chair of the Boards of Directors since 1990 and a Director since 1987. He was Chief Executive Officer from 1979 to 2013.
David Bernstein has been Chief Financial Officer since 2007 and Chief Accounting Officer since 2016.
Bettina Deynes has been Global Chief Human Resources Officer since 2022 and she was Chief Human Resources Officer at Carnival Cruise Line from 2019 to 2022. She was Managing Director at The Surrogate CEO, a temporary executive placement and consulting company, where she served as a C-suite level consultant from 2018 to 2019, and Chief Human Resources Officer and Strategy Officer at the Society for Human Resource Management, a professional human resources membership association, where she led the human resources organization including talent management, strategy and development from 2014 to 2018.
William R. Burke, retired Vice Admiral, has been Chief Maritime Officer since 2013.
Enrique Miguez has been General Counsel since 2021. He was Vice President and Deputy General Counsel from 2003 to 2021.
Josh Weinstein has been President, Chief Executive Officer and Chief Climate Officer since 2022. He was Chief Operations Officer from 2020 to 2022, President of Carnival UK from 2017 to 2022 and Treasurer from 2007 to 2017.
102
Corporate Governance
Our Code of Business Conduct and Ethics applies to all our team members and our Boards of Directors and states our commitment to conduct business ethically, without the influence of bribes or acts of corruption. We are committed to complying with the laws prohibiting bribery and other corrupt practices that apply everywhere we operate. Additionally, we provide trainings on anti-corruption laws and regulations and how to identify bribery to our team members. This Code of Business Conduct and Ethics is posted on our website, which is located at www.carnivalcorp.com and www.carnivalplc.com . We intend to satisfy the disclosure requirement under Item 5.05 of the Form 8-K regarding any amendments to, or waivers from, provisions of this Code of Business Conduct and Ethics by posting such information on our website, at the addresses specified above.
The additional information required by Item 10 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2023 fiscal year.
Item 11. Executive Compensation .
The information required by Item 11 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2023 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .
A. Securities Authorized for Issuance under Equity Compensation Plans
I. Carnival Corporation
Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival Corporation equity securities are authorized for issuance as of November 30, 2023.
Plan category Number of securities to be issued upon exercise of warrants and rights
(in millions) Weighted-average exercise price of outstanding warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1))
(in millions)
(1)
Equity compensation plans approved by security holders 8.0 (a) — 29.2 (b)
Equity compensation plans not approved by security holders — — —
8.0 — 29.2
(a) Represents 8.0 million of restricted share units outstanding under the Carnival Corporation 2020 Stock Plan.
(b) Includes Carnival Corporation common stock available for issuance as of November 30, 2023 as follows: 0.9 million under the Carnival Corporation Employee Stock Purchase Plan, which includes 118,928 subject to purchase during the current purchase period and 28.3 million under the Carnival Corporation 2020 Stock Plan.
103
II. Carnival plc
Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival plc equity securities are authorized for issuance as of November 30, 2023.
Plan category Number of securities to be issued upon exercise of warrants and rights
(in millions) Weighted-average exercise price of outstanding warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1))
(in millions)
(1)
Equity compensation plans approved by security holders 2.0 (a) — 3.4
Equity compensation plans not approved by security holders — — —
2.0 — 3.4
(a) Represents 2.0 million restricted share units outstanding under the Carnival plc 2014 Employee Share Plan.
The additional information required by Item 12 is incorporated herein by reference to the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2023 fiscal year.
Items 13 and 14. Certain Relationships and Related Transactions, and Director Independence and Principal Accountant Fees and Services .
The information required by Items 13 and 14 is incorporated herein by reference from the Carnival Corporation and Carnival plc joint definitive Proxy Statement to be filed with the U.S. Securities and Exchange Commission not later than 120 days after the close of the 2023 fiscal year.
PART IV
Item 15. Exhibits and Financial Statement Schedules .
(a) (1) Financial Statements
Our Consolidated Financial Statements have been prepared in accordance with Item 8. Financial Statements and Supplementary Data and are included beginning on page 62 of this report.
(2) Financial Statement Schedules
None.
(3) Exhibits
The exhibits listed below on the Index to Exhibits are filed or incorporated by reference as part of this Form 10-K.
104
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
Articles of incorporation and by-laws
3.1 Third Amended and Restated Articles of Incorporation of Carnival Corporation.
8-K 3.1 4/17/03
3.2 Third Amended and Restated By-Laws of Carnival Corporation.
8-K 3.1 4/20/09
3.3 Articles of Association of Carnival plc.
8-K 3.3 4/20/09
Instruments defining the rights of security holders, including indenture
4.1 Agreement of Carnival Corporation and Carnival plc, dated January 3, 2024 to furnish certain debt instruments to the Securities and Exchange Commission.
X
4.2 Carnival Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess Cruises Shareholders.
10-Q 4.1 10/15/03
4.3 Equalization and Governance Agreement, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc.
10-Q 4.2 10/15/03
4.4 Carnival Corporation Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc.
S-4 4.3 5/30/03
4.5 Carnival plc Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc.
S-3 & F-3 4.10 6/19/03
4.6 Specimen Carnival Corporation Common Stock Certificate.
S-3 & F-3 4.16 6/19/03
4.7 Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investor Services (formerly SunTrust Bank), as transfer agent.
8-K 4.1 4/17/03
4.8 Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as trustee.
8-K 4.2 4/17/03
105
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
4.9 SVE Special Voting Deed, dated as of April 17, 2003, between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, P.L.C.
8-K 4.3 4/17/03
4.10 Form of Amended and Restated Deposit Agreement and holders from time to time of receipts issued thereunder.
Post
Amend-
ment to
Form F-6 99-a 4/15/03
4.11 Specimen Carnival plc Ordinary Share Certificate.
S-3 4.1 7/2/09
4.12 Description of Equity Securities Registered under Section 12 of the Exchange Act.
10-K 4.12 1/28/20
4.13 Description of 1.000% Senior Notes Due 2029.
10-K 4.15 1/28/20
Material contracts
10.1* Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees.
10-Q 10.1 9/28/07
10.2* Form of Appointment Letter for Non-Executive Directors.
10-Q 10.1 6/27/08
10.3* Form of Appointment Letter for Executive Directors.
10-Q 10.2 6/27/08
10.4 Succession Agreement, dated as of May 28, 2002, to Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison (incorporated by reference to Exhibit 10.2 of Carnival Corporation’s Quarterly Report on Form 10-Q for the period ended May 31, 2002).
10-Q 10.2 7/12/02
10.5* Carnival Corporation & plc Management Incentive Plan (adopted in 2015).
10-Q 10.3 7/1/15
10.6* Employment Contract dated April 21, 2017 between Carnival plc and Michael Olaf Thamm.
8-K 10.1 4/27/17
10.7* Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.
10-Q 10.3 4/9/19
10.8* Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.
10-Q 10.4 4/9/19
106
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
10.9* Amended and Restated Carnival Corporation 2011 Stock Plan.
10-Q 10.1 6/24/19
10.10* Amended and Restated Carnival plc 2014 Employee Share Plan .
10-Q 10.2 6/24/19
10.11* Amendment and Restatement Agreement dated August 6, 2019 in respect of the Multicurrency Revolving Facilities Agreement dated May 18, 2011, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Merrill Lynch International Designated Activity Company as facilities agent and a syndicate of financial institutions.
10-Q 10.1 9/26/19
10.12* Form of Management Incentive Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.
10-Q 10.2 4/1/20
10.13* Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.
10-Q 10.3 4/1/20
10.14* Form of Non-Employee Director Annual Restricted Stock Award Agreement for the for the Carnival Corporation 2020 Stock Plan.
10-Q 10.3 7/10/20
10.15* Carnival Corporation 2020 Stock Plan.
10-Q 10.5 7/10/20
10.16# 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-Q 10.6 7/10/20
10.17 Amendment No. 1, dated as of December 3, 2020 to 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.
10-K 10.42 1/26/21
10.18# Indenture dated as of August 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, security agent, principal paying agent, transfer agent and registrar, relating to the 9.875% Second-Priority Senior Secured Notes due 2027.
10-Q 10.3 10/8/20
107
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
10.19 First Supplemental Indenture dated as of November 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee and security agent, relating to the 9.875% Second-Priority Senior Secured Notes due 2027.
10-K 10.51 1/26/21
10.20 Indenture dated as of November 25, 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 and registrar, relating to the U.S. dollar-denominated 7.625% Senior Unsecured Notes due 2026 and the Euro-denominated 7.625% Senior Unsecured Notes due 2026.
10-K 10.52 1/26/21
10.21* Form of Special Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
10-Q 10.4 10/8/20
10.22* Form of Special Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.
10-Q 10.5 10/8/20
10.23 Amendment Agreement dated December 31, 2020 to the Multicurrency Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions.
8-K 10.1 1/6/21
10.24 Indenture dated as of February 16, 2021 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 and registrar, relating to the 5.75% Senior Unsecured Notes due 2027.
10-Q 10.1 4/7/21
10.25* Form of Executive Time-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.
10-Q 10.2 4/7/21
10.26* Form of Executive Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
10-Q 10.3 4/7/21
10.27* Amendment of the Carnival Corporation 2020 Stock Plan.
10-Q 10.1 6/28/21
108
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
10.28 Amendment Agreement dated May 11, 2021 to the Multicurrency Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019 and further amended on December 31, 2020, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions.
10-Q 10.2 6/28/21
10.29 Amendment No. 2 to Term Loan Agreement, dated as of June 30, 2021, among Carnival Corporation and Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.
8-K 10.1 6/30/21
10.30 Indenture dated as of July 26, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 4.00% First-Priority Senior Secured Notes due 2028.
10-Q 10.3 9/30/21
10.31 Indenture dated as of November 2, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 6.000% Senior Unsecured Notes due 2029.
8-K 10.1 11/2/21
10.32 Amendment Agreement dated September 30, 2021 to the Multicurrency Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019, as further amended on December 31, 2020 and May 11, 2021, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions.
10-K 10.41 1/27/22
10.33 Amendment No. 3 to Term Loan Agreement, by and among Carnival Corporation and Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders and the lenders party thereto, dated as of October 5, 2021.
10-K 10.45 1/27/22
10.34 Incremental Assumption Agreement and Amendment No. 4 to Term Loan Agreement, by and among Carnival Corporation Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as incremental term lender, dated as of October 18, 2021.
10-K 10.46 1/27/22
109
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
10.35# Amendment Agreement dated February 11, 2022 to the Multicurrency Revolving Facilities Agreement originally dated May 18, 2011, as amended and restated on August 6, 2019 and as further amended on December 31, 2020, May 11, 2021 and September 30, 2021, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Europe Designated Activity Company as facilities agent and a syndicate of financial institutions.
10-Q 10.2 3/28/22
10.36* Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for the CEO.
10-Q 10.3 3/28/22
10.37* Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for Certain Named Executive Officers.
10-Q 10.4 3/28/22
10.38 Indenture, dated as of May 25, 2022, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 10.500% Senior Unsecured Notes due 2030.
8-K 10.1 5/25/22
10.39* Carnival Corporation Fun Ship Nonqualified Savings Plan restated effective January 1, 2022.
10-Q 10.1 6/29/22
10.40 Indenture, dated as of August 22, 2022, by and between Carnival Corporation, Carnival plc, the subsidiary guarantors 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 8/22/22
10.41* Special Performance-Based Restricted Stock Unit Agreement for Josh Weinstein under the Carnival Corporation 2020 Stock Plan.
10-Q 10.2 9/30/22
10.42 Indenture dated as of October 25, 2022, among Carnival Holdings (Bermuda) Limited, as issuer, Carnival Corporation, Carnival plc, the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 10.375% Senior Unsecured Notes due 2028.
8-K 10.1 10/25/22
10.43 First Supplemental Indenture, dated as of November 1, 2022, among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the issuance of additional 5.75% Convertible Senior Notes due 2024.
8-K 4.1 11/1/22
110
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
10.44 Indenture, dated as of November 18, 2022, among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the issuance 5.75% Convertible Senior Notes due 2027.
8-K 10.1 11/18/22
10.45* Form of 2022 Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
10-Q 10.1 3/29/23
10.46* Form of 2022 Performance-Based Restricted Share Unit Grant Agreement for the Carnival plc 2014 Employee Share Plan.
10-Q 10.2 3/29/23
10.47* Form of 2022 Management Incentive Plan-Tied Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
10-Q 10.3 3/29/23
10.48* Form of 2022 Management Incentive Plan-Tied Restricted Share Unit Grant Agreement for the Carnival plc 2014 Employee Share Plan.
10-Q 10.4 3/29/23
10.49 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. Morgan SE, as facilities agent.
10-Q 10.5 3/29/23
10.50* Amendment of the 2020 Stock Plan.
10-Q 10.1 6/28/23
10.51* Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
10-Q 10.2 6/28/23
10.52* Form of Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
10-Q 10.3 6/28/23
10.53 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. as retiring arranger, Bank of America Europe Designated Activity Company as retiring facilities agent, and J.P. Morgan SE as new arranger and successor facilities agent.
10-Q 10.4 6/28/23
10.54 Amendment No. 5, dated as of June 16, 2023, by and among Carnival Corporation and Carnival Finance, LLC, as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, to Term Loan Agreement, dated as of June 30, 2020.
10-Q 10.1 9/29/23
111
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
10.55 Term Loan Agreement, dated as of August 8, 2023, among Carnival Finance, LLC and Carnival Corporation, as borrowers, Carnival plc, the other guarantors party thereto, the various financial institutions as are or shall become parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and U.S. Bank Trust Company, National Association, as security agent.
10-Q 10.2 9/29/23
10.56 Indenture, dated as of August 8, 2023, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, related to the 7.000% First-Priority Senior Secured Notes due 2029.
10-Q 10.3 9/29/23
10.57*# Settlement Agreement between Mr. Michael Olaf Thamm and Carnival plc, concluded by Hamburg Labor Court on November 1, 2023 (English t ranslation).
X
Subsidiaries of the registrants
21 Subsidiaries of Carnival Corporation and Carnival plc.
X
Consents of experts and counsel
23 Consent of Independent Registered Public Accounting Firm.
X
Power of attorney
24 Power of Attorney given by certain Directors of Carnival Corporation and Carnival plc to Josh Weinstein, David Bernstein and Enrique Miguez authorizing such persons to sign this 202 3 joint Annual Report on Form 10-K and any future amendments on their behalf.
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
112
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
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
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
Policy Relating to Recovery of Erroneously Awarded Compensation
97 Carnival Corporation & plc Clawback Policy.
X
Interactive data file
101 The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2023, as filed with the SEC on January 26, 2024 formatted in Inline XBRL, are as follows:
(i) the Consolidated Statements of Income (Loss) for the years ended November 30, 2023, 2022 and 2021; X
(ii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended November 30, 2023, 2022 and 2021; X
(iii) the Consolidated Balance Sheets at November 30, 2023 and 2022; X
(iv) the Consolidated Statements of Cash Flows for the years ended November 30, 2023, 2022 and 2021; X
113
INDEX TO EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
(v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2023, 2022 and 2021
and X
(vi) the notes to the consolidated financial statements, tagged in summary and detail. X
104 The cover page from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2023, as filed with the Securities and Exchange Commission on January 26, 2024, formatted in Inline XBRL (included as Exhibit 101)
* Indicates a management contract or compensation plan or arrangement.
** These items are furnished and not filed.
# Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
Item 16. Form 10-K Summary .
None.
114
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
/s/ Josh Weinstein
/s/ Josh Weinstein
Josh Weinstein
Josh Weinstein
President, Chief Executive Officer and President, Chief Executive Officer and
Chief Climate Officer and Director Chief Climate Officer and Director
January 26, 2024 January 26, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each of the registrants and in the capacities and on the dates indicated.
CARNIVAL CORPORATION CARNIVAL PLC
/s/ Josh Weinstein
/s/ Josh Weinstein
Josh Weinstein
Josh Weinstein
President, Chief Executive Officer and President, Chief Executive Officer and
Chief Climate Officer and Director Chief Climate Officer and Director
January 26, 2024 January 26, 2024
/s/ David Bernstein /s/ David Bernstein
David Bernstein David Bernstein
Chief Financial Officer and Chief Accounting Officer Chief Financial Officer and Chief Accounting Officer
January 26, 2024 January 26, 2024
/s/*Micky Arison /s/*Micky Arison
Micky Arison Micky Arison
Chair of the Board of Chair of the Board of
Directors Directors
January 26, 2024 January 26, 2024
/s/*Sir Jonathon Band /s/*Sir Jonathon Band
Sir Jonathon Band Sir Jonathon Band
Director Director
January 26, 2024 January 26, 2024
/s/*Jason Glen Cahilly /s/*Jason Glen Cahilly
Jason Glen Cahilly Jason Glen Cahilly
Director Director
January 26, 2024 January 26, 2024
/s/*Helen Deeble /s/*Helen Deeble
Helen Deeble Helen Deeble
Director Director
January 26, 2024 January 26, 2024
115
/s/*Jeffrey J. Gearhart /s/*Jeffrey J. Gearhart
Jeffrey J. Gearhart Jeffrey J. Gearhart
Director Director
January 26, 2024 January 26, 2024
/s/*Katie Lahey /s/*Katie Lahey
Katie Lahey Katie Lahey
Director Director
January 26, 2024 January 26, 2024
/s/*Sara Mathew /s/*Sara Mathew
Sara Mathew Sara Mathew
Director Director
January 26, 2024 January 26, 2024
/s/*Stuart Subotnick /s/*Stuart Subotnick
Stuart Subotnick Stuart Subotnick
Director Director
January 26, 2024 January 26, 2024
/s/*Laura Weil /s/*Laura Weil
Laura Weil Laura Weil
Director Director
January 26, 2024 January 26, 2024
/s/*Randall Weisenburger /s/*Randall Weisenburger
Randall Weisenburger Randall Weisenburger
Director Director
January 26, 2024 January 26, 2024
*By: /s/ Enrique Miguez *By: /s/ Enrique Miguez
Enrique Miguez Enrique Miguez
(Attorney-in-fact) (Attorney-in-fact)
January 26, 2024 January 26, 2024
116