Cover and table of contents

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Cover and table of contents

10-K 1 d645418d10k.htm 10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2013 or

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-9610Commission file number: 001-15136
Carnival CorporationLOGOCarnival plc
(Exact name of registrant as specified in its charter)(Exact name of registrant as specified in its charter)
Republic of PanamaEngland and Wales
(State or other jurisdiction of incorporation or organization)(State or other jurisdiction of incorporation or organization)
59-156297698-0357772
(I.R.S. Employer Identification No.)(I.R.S. Employer Identification No.)
3655 N.W. 87th AvenueCarnival House, 5 Gainsford Street,
Miami, Florida 33178-2428London SE1 2NE, United Kingdom
(Address of principal executive offices and zip code)(Address of principal executive offices and zip code)
(305) 599-2600011 44 20 7940 5381
(Registrant’s telephone number, including area code)(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:Securities registered pursuant to Section 12(b) of the Act:
Title of each class Common Stock ($0.01 par value)Title of each class Ordinary Shares each represented by American Depositary Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust
Name of each exchange on which registeredName of each exchange on which registered
New York Stock Exchange, Inc.New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or small reporting companies. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated FilersþAccelerated Filers¨
Non-Accelerated Filers¨Smaller Reporting Companies¨

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was $12.8 billion as of the last business day of the registrant’s most recently completed second fiscal quarter.The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was $6.2 billion as of the last business day of the registrant’s most recently completed second fiscal quarter.
At January 22, 2014, Carnival Corporation had outstanding 592,239,644 shares of its Common Stock, $0.01 par value.At January 22, 2014, Carnival plc had outstanding 215,712,872 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 592,239,644 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust.
Table of Contents

CARNIVAL CORPORATION & PLC

FORM 10-K

FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2013

TABLE OF CONTENTS

Page
PART I
Item 1.Business4
Item 1A.Risk Factors31
Item 1B.Unresolved Staff Comments40
Item 2.Properties40
Item 3.Legal Proceedings40
Item 4.Mine Safety Disclosures41
PART II
Item 5.Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities42
Item 6.Selected Financial Data44
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations44
Item 7A.Quantitative and Qualitative Disclosures About Market Risk44
Item 8.Financial Statements and Supplementary Data44
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure44
Item 9A.Controls and Procedures44
Item 9B.Other Information44
PART III
Item 10.Directors, Executive Officers and Corporate Governance45
Item 11.Executive Compensation45
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45
Item 13.Certain Relationships and Related Transactions, and Director Independence46
Item 14.Principal Accountant Fees and Services46
PART IV
Item 15.Exhibits and Financial Statement Schedules46
Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE

The information described below and contained in the Registrants’ 2013 annual report to shareholders to be furnished to the U.S. Securities and Exchange Commission pursuant to Rule 14a-3(b) of the Securities Exchange Act of 1934 is shown in Exhibit 13 and is incorporated by reference into this joint 2013 Annual Report on Form 10-K (“Form 10-K”).

Part and Item of the Form 10-K

Part II

Item 5(a).Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Market Information, Holders and Performance Graph.
Item 6. Selected Financial Data.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Next: Item 8. Financial Statements and Supplementary Data.