CARNIVAL CORP
For the period ended Nov 30, 2024. Filed Jan 27, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Jan 27, 2025
CCL$30.74-0.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
Part IV
(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 48 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.
| 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 | |
| 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* | Form of Appointment Letter for Non-Executive Directors. | 10-Q | 10.1 | 6/27/08 |
| 10.2* | Form of Appointment Letter for Executive Directors. | 10-Q | 10.2 | 6/27/08 |
| 10.3 | 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 |
| 10.4* | 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 |
| 10.5* | Carnival Corporation 2020 Stock Plan. | 10-Q | 10.5 | 7/10/20 |
| 10.6# | 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 |
| INDEX TO EXHIBITS | ||||
|---|---|---|---|---|
| Incorporated by Reference | ||||
| Exhibit Number · Exhibit Description · Form · Exhibit · Filing Date · Filed Herewith | ||||
| 10.7 | 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 |
| 10.8 | 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 |
| 10.9* | Amendment of the Carnival Corporation 2020 Stock Plan. | 10-Q | 10.1 | 6/28/21 |
| 10.10 | Indenture dated as of July 26, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. 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 |
| 10.11 | 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 |
| 10.12* | 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 |
| 10.13 | 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 |
| 10.14* | Carnival Corporation Fun Ship Nonqualified Savings Plan restated effective January 1, 2022. | 10-Q | 10.1 | 6/29/22 |
| 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 |
| INDEX TO EXHIBITS | ||||
|---|---|---|---|---|
| Incorporated by Reference | ||||
| Exhibit Number · Exhibit Description · Form · Exhibit · Filing Date · Filed Herewith | ||||
| 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. 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 |
| 10.17 | 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 |
| 10.18* | Form of 2022 Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. | 10-Q | 10.1 | 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 |
| 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. Morgan SE, as facilities agent. | 10-Q | 10.5 | 3/29/23 |
| 10.21* | Amendment of the 2020 Stock Plan. | 10-Q | 10.1 | 6/28/23 |
| 10.22* | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. | 10-Q | 10.2 | 6/28/23 |
| 10.23* | Form of Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. | 10-Q | 10.3 | 6/28/23 |
| 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. Bank Trust Company, National Association, as security agent. | 10-Q | 10.2 | 9/29/23 |
| 10.25 | 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 |
| INDEX TO EXHIBITS | |||||
|---|---|---|---|---|---|
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | Filed Herewith |
| 10.26 | Repricing Amendment No. 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 | |
| 10.27 | Repricing Amendment No. 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 | |
| 10.28 | Indenture, dated as of April 25, 2024, among Carnival Corporation, as issuer, Carnival plc, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.750% Senior Unsecured Notes due 2030. | 10-Q | 10.3 | 6/27/24 | |
| 10.29* | Carnival Corporation & plc Management Incentive Plan (as amended on April 3, 2024). | 10-Q | 10.4 | 6/27/24 | |
| 10.30* | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. | 10-Q | 10.5 | 6/27/24 | |
| 10.31* | Form of Time-Based Restricted Stock Unit Agreement for the Carnival Corporation 2020 Stock Plan. | 10-Q | 10.6 | 6/27/24 | |
| 10.32* | Form of Non-Employee Director Annual Restricted Stock Award Agreement for the Carnival Corporation 2020 Stock Plan. | 10-Q | 10.7 | 6/27/24 | |
| 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. Morgan SE as facilities agent. | 10-Q | 10.1 | 9/30/24 | |
| Insider Trading Policies and Procedures | |||||
| 19 | Carnival Corporation & plc Securities Trading Policy. | X | |||
| Subsidiaries of the registrants | |||||
| 21 | Subsidiaries of Carnival Corporation and Carnival plc. | X | |||
| Consents of experts and counsel | |||||
| INDEX TO EXHIBITS | |||||
|---|---|---|---|---|---|
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | Filed Herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP. | X | |||
| 23.2 | Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP. | 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 2024 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 | |||
| 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 | |||
| INDEX TO EXHIBITS | ||||
|---|---|---|---|---|
| Incorporated by Reference | ||||
| 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. 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. | 10-K | 97 | 1/26/24 |
| Interactive data file | ||||
| 101 | The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2024, as filed with the SEC on January 27, 2025 formatted in Inline XBRL, are as follows: | |||
| (i) the Consolidated Statements of Income (Loss) for the years ended November 30, 2024, 2023 and 2022; · X | ||||
| (ii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended November 30, 2024, 2023 and 2022; · X | ||||
| (iii) the Consolidated Balance Sheets at November 30, 2024 and 2023; · X | ||||
| (iv) the Consolidated Statements of Cash Flows for the years ended November 30, 2024, 2023 and 2022; · X | ||||
| (v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2024, 2023 and 2022and · 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, 2024, as filed with the Securities and Exchange Commission on January 27, 2025, 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.