9 unchanged sentences
Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting was effective as of November 30, 2024.
−Removed: 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.
+Added: Deloitte & Touche 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, 2024 as stated in their report, which is shown in Part II, Item 8.
Financial Statements and Supplementary Data, in this Form 10-K.
15 unchanged sentences
Vice Admiral William R.
−Removed: Burke (Ret.) 67 10 Chief Maritime Officer
+Added: Burke (Ret.) (b) 68 11 Chief Maritime Officer
Bettina Deynes 52 6 Global Chief Human Resources Officer
+Added: Lars Ljoen (b) 55 9 Chief Operations Officer of Carnival Cruise Line
Enrique Miguez 60 27 General Counsel
2 unchanged sentences
(a) Years of service with us or Carnival plc predecessor companies.
+Added: (b) Effective February 1, 2025, Vice Admiral William R.
+Added: Burke (Ret.) will step down from his role and Lars Ljoen will become an executive officer and assume the role of Chief Maritime Officer.
Business Experience of Executive Officers
2 unchanged sentences
David Bernstein has been Chief Financial Officer since 2007 and Chief Accounting Officer since 2016.
−Removed: 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.
−Removed: 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.
Burke, retired Vice Admiral, has been Chief Maritime Officer since 2013.
+Added: Bettina Deynes has been Global Chief Human Resources Officer since 2022 and she was Chief Human Resources Officer of Carnival Cruise Line from 2019 to 2022.
+Added: Lars Ljoen has been appointed as our Chief Maritime Officer effective February 1, 2025.
+Added: He was Chief Operations Officer for Carnival Cruise Line from 2022 to January 2025 and Executive Vice President, Maritime of Carnival Cruise Line from 2018 to 2022.
Enrique Miguez has been General Counsel since 2021.
84 unchanged sentences
Material contracts
−Removed: 10.1* Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees.
−Removed: 10-Q 10.1 9/28/07
10.1* Form of Appointment Letter for Non-Executive Directors.
4 unchanged sentences
10-Q 10.2 7/12/02
−Removed: 10.5* Carnival Corporation & plc Management Incentive Plan (adopted in 2015).
−Removed: 10-Q 10.3 7/1/15
−Removed: 10.6* Employment Contract dated April 21, 2017 between Carnival plc and Michael Olaf Thamm.
−Removed: 8-K 10.1 4/27/17
−Removed: 10.7* Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.
−Removed: 10-Q 10.3 4/9/19
−Removed: 10.8* Form of Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.
−Removed: 10-Q 10.4 4/9/19
−Removed: INDEX TO EXHIBITS
−Removed: Incorporated by Reference
−Removed: Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
−Removed: 10.9* Amended and Restated Carnival Corporation 2011 Stock Plan.
−Removed: 10-Q 10.1 6/24/19
−Removed: 10.10* Amended and Restated Carnival plc 2014 Employee Share Plan .
−Removed: 10-Q 10.2 6/24/19
−Removed: 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.
−Removed: 10-Q 10.1 9/26/19
−Removed: 10.12* Form of Management Incentive Tied Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.
−Removed: 10-Q 10.2 4/1/20
−Removed: 10.13* Form of Shareholder Equity Alignment Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan.
−Removed: 10-Q 10.3 4/1/20
10.4* Form of Non-Employee Director Annual Restricted Stock Award Agreement for the for the Carnival Corporation 2020 Stock Plan.
5 unchanged sentences
10-Q 10.6 7/10/20
−Removed: 10.17 Amendment No.
−Removed: 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.
−Removed: 10-K 10.42 1/26/21
−Removed: 10.18# Indenture dated as of August 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S.
−Removed: 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.
−Removed: 10-Q 10.3 10/8/20
INDEX TO EXHIBITS
1 unchanged sentence
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
−Removed: 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.
−Removed: Bank, National Association, as trustee and security agent, relating to the 9.875% Second-Priority Senior Secured Notes due 2027.
−Removed: 10-K 10.51 1/26/21
10.7 Indenture dated as of November 25, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S.
2 unchanged sentences
10-K 10.52 1/26/21
−Removed: 10.21* Form of Special Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
−Removed: 10-Q 10.4 10/8/20
−Removed: 10.22* Form of Special Performance-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.
−Removed: 10-Q 10.5 10/8/20
−Removed: 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.
−Removed: 8-K 10.1 1/6/21
10.8 Indenture dated as of February 16, 2021 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S.
1 unchanged sentence
10-Q 10.1 4/7/21
−Removed: 10.25* Form of Executive Time-Based Restricted Share Unit Agreement for the Carnival plc 2014 Employee Share Plan.
−Removed: 10-Q 10.2 4/7/21
−Removed: 10.26* Form of Executive Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
−Removed: 10-Q 10.3 4/7/21
10.9* Amendment of the Carnival Corporation 2020 Stock Plan.
10-Q 10.1 6/28/21
−Removed: INDEX TO EXHIBITS
−Removed: Incorporated by Reference
−Removed: Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
−Removed: 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.
−Removed: 10-Q 10.2 6/28/21
−Removed: 10.29 Amendment No.
−Removed: 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.
−Removed: 8-K 10.1 6/30/21
10.10 Indenture dated as of July 26, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S.
4 unchanged sentences
8-K 10.1 11/2/21
−Removed: 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.
−Removed: 10-K 10.41 1/27/22
−Removed: 10.33 Amendment No.
−Removed: 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.
−Removed: 10-K 10.45 1/27/22
−Removed: 10.34 Incremental Assumption Agreement and Amendment No.
−Removed: 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.
−Removed: 10-K 10.46 1/27/22
−Removed: INDEX TO EXHIBITS
−Removed: Incorporated by Reference
−Removed: Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
−Removed: 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.
−Removed: 10-Q 10.2 3/28/22
−Removed: 10.36* Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for the CEO.
−Removed: 10-Q 10.3 3/28/22
10.12* Form of Earnings Recovery Award Agreement for the Carnival Corporation 2020 Stock Plan for Certain Named Executive Officers.
5 unchanged sentences
10-Q 10.1 6/29/22
−Removed: 10.40 Indenture, dated as of August 22, 2022, by and between Carnival Corporation, Carnival plc, the subsidiary guarantors 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 8/22/22
10.15* Special Performance-Based Restricted Stock Unit Agreement for Josh Weinstein under the Carnival Corporation 2020 Stock Plan.
10-Q 10.2 9/30/22
−Removed: 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.
−Removed: Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 10.375% Senior Unsecured Notes due 2028.
−Removed: 8-K 10.1 10/25/22
−Removed: 10.43 First Supplemental Indenture, dated as of November 1, 2022, among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association, as trustee, relating to the issuance of additional 5.75% Convertible Senior Notes due 2024.
−Removed: 8-K 4.1 11/1/22
INDEX TO EXHIBITS
1 unchanged sentence
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
+Added: 10.16 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.
+Added: Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 10.375% Senior Unsecured Notes due 2028.
+Added: 8-K 10.1 10/25/22
10.17 Indenture, dated as of November 18, 2022, among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S.
3 unchanged sentences
10-Q 10.1 3/29/23
−Removed: 10.46* Form of 2022 Performance-Based Restricted Share Unit Grant Agreement for the Carnival plc 2014 Employee Share Plan.
−Removed: 10-Q 10.2 3/29/23
10.19* 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
−Removed: 10.48* Form of 2022 Management Incentive Plan-Tied Restricted Share Unit Grant Agreement for the Carnival plc 2014 Employee Share Plan.
−Removed: 10-Q 10.4 3/29/23
10.20 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.
7 unchanged sentences
10-Q 10.3 6/28/23
−Removed: 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.
−Removed: as retiring arranger, Bank of America Europe Designated Activity Company as retiring facilities agent, and J.P.
−Removed: Morgan SE as new arranger and successor facilities agent.
+Added: 10.24 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.
+Added: Bank Trust Company, National Association, as security agent.
10-Q 10.2 9/29/23
−Removed: 10.54 Amendment No.
−Removed: 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.
+Added: 10.25 Indenture, dated as of August 8, 2023, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S.
+Added: 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
2 unchanged sentences
Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
−Removed: 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.
−Removed: Bank Trust Company, National Association, as security agent.
+Added: 10.26 Repricing Amendment No.
+Added: 1, dated as of April 25, 2024, to 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, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.
10-Q 10.1 6/27/24
−Removed: 10.56 Indenture, dated as of August 8, 2023, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S.
−Removed: 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.
+Added: 10.27 Repricing Amendment No.
+Added: 6, dated as of April 25, 2024, to Term Loan Agreement, dated as of June 30, 2020, 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, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.
10-Q 10.2 6/27/24
−Removed: 10.57*# Settlement Agreement between Mr.
−Removed: Michael Olaf Thamm and Carnival plc, concluded by Hamburg Labor Court on November 1, 2023 (English t ranslation).
+Added: 10.28 Indenture, dated as of April 25, 2024, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee, relating to the 5.750% Senior Unsecured Notes due 2030.
+Added: 10-Q 10.3 6/27/24
+Added: 10.29* Carnival Corporation & plc Management Incentive Plan (as amended on April 3, 2024).
+Added: 10-Q 10.4 6/27/24
+Added: 10.30* Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
+Added: 10-Q 10.5 6/27/24
+Added: 10.31* Form of Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan.
+Added: 10-Q 10.6 6/27/24
+Added: 10.32* Form of Non-Employee Director Annual Restricted Stock Award Agreement for the Carnival Corporation 2020 Stock Plan.
+Added: 10-Q 10.7 6/27/24
+Added: 10.33 Amendment Letter dated March 28, 2024 to Facilities Agreement dated February 28, 2023, among Carnival Holdings (Bermuda) II Limited as borrower, Carnival Corporation, Carnival plc, the lenders from time to time party thereto and J.P.
+Added: Morgan SE as facilities agent.
+Added: 10-Q 10.1 9/30/24
+Added: Insider Trading Policies and Procedures
+Added: 19 Carnival Corporation & plc Securities Trading Polic y.
Subsidiaries of the registrants
1 unchanged sentence
Consents of experts and counsel
−Removed: 23 Consent of Independent Registered Public Accounting Firm.
+Added: INDEX TO EXHIBITS
+Added: Incorporated by Reference
+Added: Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
+Added: 23.1 Consent of Independent Registered Public Accounting Firm - Deloit te & Touche LLP .
+Added: 23.2 Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP.
Power of attorney
3 unchanged sentences
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.
−Removed: INDEX TO EXHIBITS
−Removed: Incorporated by Reference
−Removed: 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.
5 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
+Added: Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
32.3** Certification of President, Chief Executive Officer and Chief Climate Officer of Carnival plc pursuant to 18 U.S.C.
4 unchanged sentences
97 Carnival Corporation & plc Clawback Policy.
+Added: 10-K 97 1/26/24
Interactive data file
4 unchanged sentences
(iv) the Consolidated Statements of Cash Flows for the years ended November 30, 2024, 2023 and 2022;
−Removed: INDEX TO EXHIBITS
−Removed: Incorporated by Reference
−Removed: Exhibit Number Exhibit Description Form Exhibit Filing Date Filed Herewith
(v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2024, 2023 and 2022
40 unchanged sentences
January 27, 2025 January 27, 2025
+Added: /s/*Nelda Connors /s/*Nelda Connors
+Added: Nelda Connors Nelda Connors
+Added: Director Director
+Added: January 27, 2025 January 27, 2025
/s/*Helen Deeble /s/*Helen Deeble
33 unchanged sentences
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.