Cover and table of contents
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Cover and table of contents
10-K 1 a2014form10-kfrontpart.htm 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended November 30, 2014 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: 001-9610 | ![]() | Commission file number: 001-15136 |
| Carnival Corporation | Carnival plc | |
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) | |
| Republic of Panama | England and Wales | |
| (State or other jurisdiction of incorporation or organization) | (State or other jurisdiction of incorporation or organization) | |
| 59-1562976 | 98-0357772 | |
| (I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) | |
| 3655 N.W. 87th Avenue Miami, Florida 33178-2428 | Carnival House, 100 Harbour Parade, Southampton SO15 1ST, United Kingdom | |
| (Address of principal executive offices and zip code) | (Address of principal executive offices and zip code) | |
| (305) 599-2600 | 011 44 23 8065 5000 | |
| (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 | Title of each class | |
| Common Stock ($0.01 par value) | 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 registered | Name 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. þ
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 Filers | þ | Accelerated 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 $16.1 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 $7.4 billion as of the last business day of the registrant’s most recently completed second fiscal quarter. | |
| At January 20, 2015, Carnival Corporation had outstanding 592,688,153 shares of its Common Stock, $0.01 par value. | At January 20, 2015, Carnival plc had outstanding 216,052,515 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 592,688,153 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. |
CARNIVAL CORPORATION & PLC
FORM 10-K
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2014
TABLE OF CONTENTS
| Page | |||
| PART I | |||
| Item 1. Business 3 | |||
| Item 1A. Risk Factors 37 | |||
| Item 1B. Unresolved Staff Comments 47 | |||
| Item 2. Properties 47 | |||
| Item 3. Legal Proceedings 48 | |||
| Item 4. Mine Safety Disclosures 48 | |||
| PART II | |||
| Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of | |||
| Equity Securities | 49 | ||
| Item 6. Selected Financial Data 51 | |||
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 51 | |||
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk 51 | |||
| Item 8. Financial Statements and Supplementary Data 51 | |||
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 51 | |||
| Item 9A. Controls and Procedures 51 | |||
| PART III | |||
| Item 10. Directors, Executive Officers and Corporate Governance 52 | |||
| Item 11. Executive Compensation 52 | |||
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 52 |
Next: Item 13. Certain Relationships and Related Transactions, and Director Independence 54
