10-K/A 1 d0770672_10-k.txt AMENDMENT TO ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2006 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: 1-9610 Commission file number: 1-15136 Carnival Corporation Carnival plc ---------------------------- ---------------------------- (Exact name of registrant as (Exact name of registrant as specified in its charter) specified in its charter) Republic of Panama England and Wales ------------------------------ ------------------------------- (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 59-1562976 98-0357772 ----------------- ------------------ (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) 3655 N.W. 87th Avenue Carnival House, 5 Gainsford Street, Miami, Florida 33178-2428 London SE1 2NE, United Kingdom ------------------------- ------------------------------ (Address of principal (Address of principal executive offices) executive offices) (Zip code) (Zip code) (305) 599-2600 011 44 20 7940 5381 ------------------------------ ------------------------------- (Registrant's telephone number, (Registrant's telephone number, including area code) including area code) Securities registered pursuant Securities registered pursuant to Section 12(b) of the Act: to Section 12(b) of the Act: Title of each class Title of each class ------------------- ------------------- Common Stock Ordinary Shares each represented ($.01 par value) 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 Name of each exchange on which registered 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 [x] 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 [x] 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 [x] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. [x] Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Act). Large Accelerated Filers [x] Accelerated Filers [ ] Non-Accelerated Filers [ ] Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Act). Yes [ ] No [x] The aggregate market value of the The aggregate market value of the voting and non-voting common equity voting and non-voting common equity held by non-affiliates computed by held by non-affiliates computed by reference to the price at which the reference to the price at which the common equity was last sold was $15.98 common equity was last sold was $6.94 billion as of the last business day of billion as of the last business day of the registrant's most recently the registrant's most recently completed second fiscal quarter. completed second fiscal quarter. At February 5, 2007, Carnival At February 5, 2007, Carnival plc had Corporation had outstanding 623,106,732 outstanding 213,115,941 Ordinary shares of its Common Stock, $.01 par Shares $1.66 par value, one Special value. Voting Share, GBP 1.00 par value and 623,106,732 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. Item 15. Exhibits, Financial Statement Schedules. (a) (1) Financial Statements Carnival Corporation & plc is filing this amendment to its 2006 joint Annual Report on Form 10-K to amend Exhibit 13, which is incorporated herein by reference. Explanatory Note This amendment is necessary to correct a typographical error for one word in the second to the last sentence in the third paragraph under "Management's Discussion and Analysis of Financial Condition and Results of Operations - Outlook For Fiscal 2007 ("2007")" from "not" to "now," so that this sentence reads "Our earnings per share for the first quarter of 2007 is now expected to come in at the high end of the range of our December guidance of $0.33 to $0.35 per share because of lower fuel costs." SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CARNIVAL CORPORATION CARNIVAL PLC /s/ Micky Arison /s/ Micky Arison ---------------- ---------------- Micky Arison Micky Arison Chairman of the Board of Chairman of the Board of Directors and Chief Executive Officer Directors and Chief Executive Officer February 12, 2007 February 12, 2007 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of each of the registrants and in the capacities and on the dates indicated. CARNIVAL CORPORATION CARNIVAL PLC /s/ Micky Arison /s/ Micky Arison ---------------- ---------------- Micky Arison Micky Arison Chairman of the Board of Chairman of the Board of Directors and Chief Executive Officer Directors and Chief Executive Officer February 12, 2007 February 12, 2007 /s/ Howard S. Frank /s/ Howard S. Frank ------------------- ------------------- Howard S. Frank Howard S. Frank Vice Chairman of the Board of Vice Chairman of the Board of Directors and Chief Operating Officer Directors and Chief Operating Officer February 12, 2007 February 12, 2007 /s/ Gerald R. Cahill /s/ Gerald R. Cahill -------------------- -------------------- Gerald R. Cahill Gerald R. Cahill Executive Vice President Executive Vice President and Chief Financial and and Chief Financial and Accounting Officer Accounting Officer February 12, 2007 February 12, 2007 /s/ *Richard G. Capen, Jr. /s/ *Richard G. Capen, Jr. -------------------------- -------------------------- Richard G. Capen, Jr. Richard G. Capen, Jr. Director Director February 12, 2007 February 12, 2007 /s/ *Robert H. Dickinson /s/ *Robert H. Dickinson ------------------------ ------------------------ Robert H. Dickinson Robert H. Dickinson Director Director February 12, 2007 February 12, 2007 /s/ *Arnold W. Donald /s/ *Arnold W. Donald --------------------- --------------------- Arnold W. Donald Arnold W. Donald Director Director February 12, 2007 February 12, 2007 /s/ *Pier Luigi Foschi /s/ *Pier Luigi Foschi ---------------------- ---------------------- Pier Luigi Foschi Pier Luigi Foschi Director Director February 12, 2007 February 12, 2007 /s/ *Richard J. Glasier /s/ *Richard J. Glasier ----------------------- ----------------------- Richard J. Glasier Richard J. Glasier Director Director February 12, 2007 February 12, 2007 /s/ *Baroness Sarah Hogg /s/ *Baroness Sarah Hogg ------------------------ ------------------------ Baroness Hogg Baroness Hogg Director Director February 12, 2007 February 12, 2007 /s/ *A. Kirk Lanterman /s/ *A. Kirk Lanterman ---------------------- ---------------------- A. Kirk Lanterman A. Kirk Lanterman Director Director February 12, 2007 February 12, 2007 /s/ *Modesto A. Maidique /s/ *Modesto A. Maidique ------------------------ ------------------------ Modesto A. Maidique Modesto A. Maidique Director Director February 12, 2007 February 12, 2007 /s/ *Sir John Parker /s/ *Sir John Parker -------------------- -------------------- Sir John Parker Sir John Parker Director Director February 12, 2007 February 12, 2007 /s/ *Peter G. Ratcliffe /s/ *Peter G. Ratcliffe ----------------------- ----------------------- Peter G. Ratcliffe Peter G. Ratcliffe Director Director February 12, 2007 February 12, 2007 /s/ *Stuart Subotnick /s/ *Stuart Subotnick --------------------- --------------------- Stuart Subotnick Stuart Subotnick Director Director February 12, 2007 February 12, 2007 /s/ *Laura Weil /s/ *Laura Weil --------------- --------------- Laura Weil Laura Weil Director Director February 12, 2007 February 12, 2007 /s/ *Uzi Zucker /s/ *Uzi Zucker --------------- --------------- Uzi Zucker Uzi Zucker Director Director February 12, 2007 February 12, 2007 *By: /s/ Arnaldo Perez *By: /s/ Arnaldo Perez ---------------------- ---------------------- (Arnaldo Perez (Arnaldo Perez Attorney-in-fact) Attorney-in-fact) February 12, 2007 February 12, 2007