March 31, 2020
RELEASE OF CARNIVAL CORPORATION & PLC AMENDMENT NO. 1 TO THE ANNUAL REPORT ON
FORM 10-K/A FOR THE YEAR ENDED NOVEMBER 30, 2019
Carnival Corporation & plc is hereby announcing that today it has filed its
joint Amendment No. 1 to the Annual Report on Form 10-K/A (“Form 10-K/A”)
with the U.S. Securities and Exchange Commission (“SEC”).
The information included in the attached Schedule A is extracted from the Form
10-K/A and has been prepared in accordance with SEC rules and regulations.
• Schedule A contains information on Carnival Corporation and Carnival plc's
sales and purchases of their equity securities and use of proceeds from such
sales
The Directors consider that within the Carnival Corporation and Carnival plc
dual listed company arrangement, the most appropriate presentation of Carnival
plc's results and financial position is by reference to the Carnival
Corporation & plc U.S. GAAP consolidated financial statements.
The schedule is presented together as Carnival plc's annual report in
accordance with the requirements of the UK Disclosure and Transparency Rules.
MEDIA
CONTACT
INVESTOR RELATIONS CONTACT
Roger
Frizzell
Beth Roberts
001 305 406
7862
001 305 406 4832
The Form 10-K/A, including the portions extracted for this announcement, is
available for viewing on the SEC website at www.sec.gov under Carnival
Corporation or Carnival plc or the Carnival Corporation & plc website at
www.carnivalcorp.com or www.carnivalplc.com.
Carnival Corporation & plc is the world’s
largest leisure travel company with operations in North America, Australia,
Europe and Asia. With a deep commitment to operating safely, protecting the
environment and meeting or exceeding all environmental and regulatory
compliance requirements, its portfolio features nine of the world’s leading
cruise lines – Carnival Cruise Line, Princess Cruises, Holland America
Line, P&O Cruises (Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O
Cruises (UK) and Cunard.
Together, the corporation’s cruise lines operate
105 ships with 254,000 lower berths visiting over 700 ports around the world,
with 16 new ships scheduled to be delivered through 2025. Carnival
Corporation & plc also operates Holland America Princess Alaska Tours, the
leading tour company in Alaska and the Canadian Yukon. Traded on both
the New York and London Stock Exchanges, Carnival Corporation & plc is the
only group in the world to be included in both the S&P 500 and the FTSE 100
indices.
With a long history of innovation and providing
guests with extraordinary vacation experiences, Carnival Corporation has
received nearly 600 awards and honors in 2019 – including distinctions by
Forbes as one of America’s Best Large Employers and Best Employers for
Diversity, along with recognition by Newsweek as one of America’s Most
Responsible Companies, and a perfect score on the Human Rights Campaign
Foundation’s Corporate Equality Index and designation as a Best Place to
Work for LGBTQ Equality.
Additional information can be found on
www.carnivalcorp.com, www.carnivalsustainability.com, www.carnival.com,
www.princess.com, www.hollandamerica.com, www.pocruises.com.au,
www.seabourn.com, www.costacruise.com, www.aida.de, www.pocruises.com and
www.cunard.com.
SCHEDULE A
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends the original Report on Form 10-K
for the annual period ended November 30, 2019 filed by Carnival Corporation &
plc (the “Company”) on January 28, 2020 (the “Original Filing”). The
sole purpose of this Amendment No. 1 is to include Item 5, which was
inadvertently excluded from the Original Filing.
Except as described above, this Amendment No. 1 does not amend, update or
change any other items or disclosures contained in the Original Filing, and
accordingly, this Amendment No. 1 does not reflect or purport to reflect any
information or events occurring after the original filing date or modify or
update those disclosures affected by subsequent events. Accordingly, this
Amendment No. 1 should be read in conjunction with the Original Filing and the
Company’s other filings with the Securities and Exchange Commission (the
"SEC").
Issuer Purchases of Equity Securities; Use of Proceeds from Registered
Securities
I. Repurchase Program
Under a share repurchase program effective 2004, we are authorized to
repurchase Carnival Corporation common stock and Carnival plc ordinary shares
(the “Repurchase Program”). Effective August 27, 2018, the company
approved modifications of the general authorization under the Repurchase
Program, which replenished the remaining authorized repurchases at the time of
the approvals to $1.0 billion. The Repurchase Program does not have an
expiration date and may be discontinued by our Boards of Directors at any
time.
During the three months ended November 30, 2019, no shares of Carnival
Corporation common stock were repurchased pursuant to the Repurchase Program.
During the three months ended November 30, 2019, repurchases of Carnival plc
ordinary shares pursuant to the Repurchase Program were as follows:
Period Total Number of Shares of Carnival plc Purchased (in millions) Average Price Paid per Share of Carnival plc Maximum Dollar Value of Shares That May Yet Be Purchased Under the Repurchase Program (in millions)
September 1, 2019 through September 30, 2019 0.5 $ 41.68 $ 237
October 1, 2019 through October 31, 2019 1.7 $ 39.45 $ 172
November 1, 2019 through November 30, 2019 1.0 $ 41.35 $ 132
3.2 $ 40.41
No shares of Carnival Corporation common stock or Carnival plc ordinary shares
were purchased outside of publicly announced plans or programs.
II Carnival plc Shareholder Approvals
Carnival plc ordinary share repurchases under the Repurchase Program require
annual shareholder approval. The existing shareholder approval is limited to a
maximum of 19.2 million ordinary shares and is valid until the earlier of the
conclusion of the Carnival plc 2020 annual general meeting or July 15, 2020.
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