CARNIVAL CORPORATION

Transcription

1 CARNIVAL CORPORATION 1993 EMPLOYEE STOCK PURCHASE PLAN FOR SHIPBOARD EMPLOYEES AS OF JULY 1, 2012 This document constitutes part of a prospectus covering securities that have been registered with the US Securities and Exchange Commission under the United States Securities Act of 1933, as amended.

2 PROSPECTUS 4,000,000 Shares CARNIVAL CORPORATION Common Stock and Trust Shares ($.01 par value) THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF The date of this prospectus is January 1, * * * * * * * * * * * * * ** * * * * * * This prospectus relates to 4,000,000 shares of Common Stock, par value $.01 per share ( Carnival Stock ) of Carnival Corporation ( Carnival ) and paired Trust Shares (defined below), that may be purchased by eligible participants pursuant to the Carnival Corporation 1993 Employee Stock Purchase Plan (the Plan ). On April 17, 2003, Carnival plc, formerly known as P&O Princess Cruises plc, completed a dual listed company ( DLC ) transaction with Carnival. As part of the DLC transaction, Carnival plc issued a special voting share and transferred such share to the trustee of the P&O Princess Special Voting Trust, a trust established under the laws of the Cayman Islands. Trust shares of beneficial interest in the P&O Princess Special Voting Trust were transferred to Carnival (the Trust Shares ). The Trust Shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival distributed the Trust Shares by way of a dividend to holders of shares of Carnival Stock. Under a Pairing Agreement, dated as of April 17, 2003, between Carnival, The Law Debenture Trust Corporation (Cayman) Limited, as trustee of the P&O Princess Special Voting Trust, and SunTrust Bank, as transfer agent, the Trust Shares are paired with, and evidenced by, certificates representing shares of Carnival Stock on a one-for-one basis. Under a Pairing Agreement, when a share of Carnival Stock is issued to you, 1 a paired Trust Share will be issued to you at the same time. If you receive a certificate representing a number of shares of Carnival Stock, that certificate will also represent an equivalent number of paired Trust Shares. The shares of Carnival Stock and the paired Trust Shares must be transferred together. The Carnival Stock and the Trust Shares, including the beneficial interest in the Carnival plc special voting share, are listed and trade together on the New York Stock Exchange under the ticker symbol CCL. Reference to Carnival Stock below shall be deemed to include the paired Trust Shares. 1 The terms you and your as used in this summary refer to an employee of an Employer who otherwise meets all the eligibility and participation requirements under the Plan. Receipt of this summary does not guarantee that the recipient is in fact a Participant in the Plan and/or otherwise eligible for benefits under the Plan.

3 TABLE OF CONTENTS Page INTRODUCTION... 1 Introducing the Plan... 1 Who is eligible to participate?... 1 How does the Plan work?... 1 How do payroll deductions work for purchase of Carnival Stock?... 2 How often can I change my payroll deduction?... 2 How do I stop my payroll deduction?... 2 How do I make a lump sum purchase of Carnival Stock?... 2 Can I get my money back before it is invested in Carnival Stock?... 3 When can I sell the Carnival Stock?... 3 What other functions can I access through ASAP?... 4 What will the Carnival Stock cost under the Plan?... 4 How much Carnival Stock will be purchased under the Plan?... 5 Will I receive the benefit of dividend reinvestment?... 5 What if I am on a leave of absence for a period of time? Can I still participate?... 5 TAX LAWS... 6 What is the impact on my taxes if I participate in the Plan?... 6 Canadian Employees... 8 ADDITIONAL INFORMATION... 9 What record of my transactions will I receive?... 9 What additional corporate information will I be entitled to receive as a shareholder?... 9 What happens if I leave my Employer?... 9 To get started AVAILABLE INFORMATION GENERAL PLAN INFORMATION INCORPORATION BY REFERENCE; FURTHER INFORMATION... 11

4 INTRODUCTION On July 10, 1992, the Board of Directors of Carnival (the Board ) adopted the Plan. The Plan was approved by Carnival s shareholders at Carnival s Annual Meeting of Shareholders held on April 16, The Plan is offered by Carnival and each of its subsidiaries, if any, that, with the consent of the Board, has adopted the Plan (collectively the Employers and individually an Employer ). Participating subsidiaries include those subsidiaries designated by the Board or its designee as eligible to participate in the Plan. Introducing the Plan We are pleased to extend to our employees the opportunity to participate in the future growth and profitability of Carnival. You have the opportunity to purchase Carnival Stock at an approximate 15% discount under the Plan. Carnival Stock will be purchased under the Plan twice each year the end of June and the end of December during two six-month offering periods ( Offering Periods ). Who is eligible to participate? All full-time employees of an Employer and all part-time employees of an Employer who work at least 15 hours each week and at least five months a year are eligible to participate if they have been employed for at least six consecutive months. Any employee of an Employer who is a five percent holder (as described in the Plan) is not eligible to participate. Enrollment dates are the first business day of January and July of each year (the Grant Dates ). How does the Plan work? To enroll, you must first complete an Enrollment Form and submit it to your Chief Purser who will then forward it on to your Shoreside Benefits Department. An individual account will then be opened up for you with the broker administering the Plan. To start contributing, you must complete and submit a second form, called an Election Form, indicating your method of payment, at least 10 business days (but not earlier than 90 calendar days) prior to each Grant Date (the first business day of January or July) in which you wish to participate. You must indicate on the Election Form the amount of money you wish to invest at the end of that Offering Period. You may choose to pay for your Carnival Stock via payroll deductions, lump sum payment, or by both methods. The minimum amount you can invest in a six-month Offering Period is $50.00 lump sum or $5.00 a pay period. At the end of each six-month Offering Period on the Investment Date (as defined below), which is generally the last Friday in June and the last Friday in December, Carnival Stock will be purchased by the broker from Carnival and credited to your account. The amount of Carnival Stock purchased will take into consideration the fact that you received a discount from Carnival of approximately 15% on the price of the Carnival Stock. 1

5 Your Employer will pay the broker's fees for purchasing Carnival Stock and crediting it to your account. You will be responsible however for any fees incurred when you actually sell the Carnival Stock. How do payroll deductions work for purchase of Carnival Stock? At least 10 business days (but not earlier than 90 calendar days) before each Grant Date (the first business day of January or July), you must submit an Election Form (and Enrollment Form, if you have not done so already) to your Benefits Department. You must indicate the amount of money you wish to be deducted from each paycheck. The amount deducted will be used to purchase Carnival Stock at the end of the Offering Period. Payroll deductions begin with the first full pay period following or coincident with the applicable Grant Date and will continue indefinitely until you advise your Benefits Department that you wish to change or stop the deduction. How often can I change my payroll deduction? You can change your payroll deduction to zero at any time. To increase or decrease your current deduction amount, you must submit an Election Form at least 10 business days prior to the start of the six-month Offering Period. Your change will be effective the first full pay period following the start of the Offering Period. How do I stop my payroll deduction? To stop your deduction completely, you must complete an Election Form and submit it to your Benefits Department. The change will go into effect beginning with the first complete pay period following receipt of your properly completed form. If you stop deductions in the middle of an Offering Period, any amounts deducted from your pay earlier in the Offering Period will still be used to purchase Carnival Stock at the end of the Offering Period. In addition, you cannot resume making payroll deductions until the next six-month Offering Period. How do I make a lump sum purchase of Carnival Stock? At least 10 business days (but not earlier than 90 calendar days) before the Grant Date, the first business day of January and July, you must submit an Election Form (and an Enrollment Form if not already on file) indicating the amount of money you wish to invest via payment of a lump sum for that Offering Period. Total payment must be received by your Benefits Department at least 30 business days before the last Friday of the six-month Offering Period (the Investment Date ) to which the payment applies. If you fail to make full payment by that date, Carnival Stock will be purchased for you for that Offering Period only to the extent of your contributions and any payroll deductions. 2

6 Payment must be made in U.S. dollars by cash, money order, or personal check payable to your Employer. If you pay by personal check and your check is returned to your Benefits Department for insufficient funds or some other reason after the lump sum payment deadline, your next available paycheck will automatically be debited for any expenses passed on to your Employer by the applicable bank or financial institution. Additionally, Carnival Stock will not be purchased on your behalf for that six-month Offering Period because your payment was deemed untimely. If your personal check is returned for insufficient funds, or other reasons, prior to the lump sum payment deadline, you may still participate in that Offering Period s stock purchase if you pay by cash or money order by the lump sum deadline. (For your protection, we encourage payment of all lump sums by money order.) For example: You elect on Monday, June 20, 2011 to make a lump sum contribution of $200 for the July - December 2011 Offering Period. You have until Wednesday, November 16, 2011 to deliver the $200 to your Chief Purser. Lump sum purchases of Carnival Stock only pertain to the six-month Offering Period for which you make the election. If you wish to contribute a lump sum amount in another Offering Period, you must complete a new Election Form and submit it to your Benefits Department at least 10 business days (but not earlier than 90 calendar days) prior to each Grant Date (the first business day of January or July) in which you wish to participate. You must indicate on the Election Form the amount of money you wish to invest at the end of that Offering Period. Can I get my money back before it is invested in Carnival Stock? Any payroll deductions and/or lump sum contributions you make during any six-month Offering Period cannot be refunded to you unless you become ineligible to participate in the Plan and/or you terminate employment. If you become ineligible and/or terminate employment, you will receive a refund of all payroll deductions and lump sum contributions for that Offering Period. When can I sell the Carnival Stock? You must hold your Carnival Stock for a minimum of one year from the Investment Date; you may then sell any or all of your shares any time after the one year holding period. The one year holding period does not apply in cases of death or disability, or to Carnival Stock purchased with cash dividends paid with respect to whole and fractional shares in your account. Through the broker, an interactive automated telephone service called ASAP (Automated Stock Access Program) is available Monday through Friday from 8 a.m. to 7 p.m. Eastern Standard Time. The ASAP toll-free number is (800) if inside the U.S. or (212) if calling from outside the U.S. You will be responsible for the fees associated with the sale of the Carnival Stock along with taxes, if any, that are deducted from the sale s proceeds. If you are a Carnival Cruise Lines employee, refer to Plan number 342, and if you are a Holland America Line N.V. employee, refer to Plan number 665. Please also refer to the section of the Carnival Securities Trading Policy for further guidance and restrictions on selling your shares of Carnival Stock. 3

7 Brokerage fees will be assessed as follows: up to 499 shares - $.12/share (minimum sale of $20) shares -.10/share 1,000+ shares -.08/share What other functions can I access through ASAP? ASAP can be utilized for: Current price quotes Last transaction reading Share balance information Sell order processing (with confirmation of price execution) Limit order requests Requests for transaction account history You may also speak directly with a Participant Service Representative by pressing the number zero, 0, on your touchtone telephone. What will the Carnival Stock cost under the Plan? Carnival Stock will be credited to your account at the end of the six-month Offering Period based on the price determined by the lesser of: 1) the greater of (a) 85% of the average of the Fair Market Values on the Grant Date (the first business day of January or July), the Investment Date (the last Friday of June or December) and the last Friday of each month in between, or (b) 85% of the Fair Market Value on the Grant Date, or 2) 85% of the Fair Market Value on the Investment Date. Fair Market Value is defined as the closing price of Carnival Stock on the New York Stock Exchange. Let s look at three examples: PRICE ON GRANT DATE (January 1 or July 1) PRICE ON INVESTMENT DATE (last Friday in June or December) AVERAGE PRICE (Grant Date plus last Friday of each month in Offering Period) $20.00 $22.00 $25.00 $20.00 $18.00 $16.00 $20.00 $18.00 $24.00 In each of these examples, the price in boldface italics would be the price used to calculate the 15% discount. 4

8 How much Carnival Stock will be purchased under the Plan? The broker will allocate as many full and fractional shares (to four decimal places) as the amount you invested will allow. If the amount invested will not buy a whole share, your account will be credited with a fractional share. For example, if you invest $ during the Offering Period, and the average Fair Market Values for that Offering Period of $20.00 per share is the applicable method for determining the price, then Carnival Stock is purchased at $17.00, which is 85% of the average Fair Market Values ($20 85%). Your account will be credited with shares [$100 / ($20 85%)]. (If you had not received the discount, you would have only been credited with 5.0 shares.) However, if the price of Carnival Stock is particularly high at the beginning or the end of the Offering Period, the price you pay might actually be higher. Therefore, the number of shares purchased will be less. Expanding upon the above example, if the Fair Market Value of Carnival Stock on the Grant Date was $25.00 and on the Investment Date it was $23.00, both prices being higher than the average of $20.00, you cannot pay less than 85% of $23.00 (the lesser of $25.00 and $23.00), which comes out to $19.55 ($23 85%). Therefore, instead of paying $18.00 per share you would pay $ If you invested $ in the Offering Period, you would be credited with shares [$100 / ($23 85%)]. The maximum amount you can contribute to purchase Carnival Stock through the Plan is $15,000 in any calendar year ($17, Fair Market Value as of the Grant Date before the discount). You are also limited to 2,000 shares in any one six-month Offering Period. In addition, you cannot participate in the Plan if you own or would be deemed to own stock possessing five percent or more of the total combined voting power or value of all classes of stock of Carnival, any subsidiary, or any parent corporation of Carnival or any subsidiary. Will I receive the benefit of dividend reinvestment? Your account will automatically be credited with any cash dividends paid on the Carnival Stock held in your account. These dividends, if declared, are paid on a quarterly basis and will be reinvested in additional shares of Carnival Stock on the business day following the date dividends are paid. Dividends are reinvested at the current market price, not the discounted price. Your Employer will pay the fees associated with dividend reinvestment. (Shares purchased through the automatic dividend reinvestment feature of the Plan are not subject to the one-year holding period requirement). What if I am on a leave of absence for a period of time? Can I still participate? Payroll deductions will not be taken in any pay period for which you are not paid wages. Deductions will automatically start again, however, with the next paycheck you receive. While you are on an unpaid leave of absence, your payroll deductions will stop. Money already accumulated toward the purchase of Carnival Stock, however, will be used to purchase Carnival Stock at the end of the Offering Period provided you are still employed on the Investment Date. Payroll deductions will automatically start again upon your return from leave. You will not be able to make-up the deductions for any pay periods you missed while sick or out on leave. If you elected payment by lump sum and made payment prior to your leave or, if you submitted the 5

9 Election Form prior to going on leave and then made payment by the deadline upon your return, the amount you invested would be used to purchase Carnival Stock. Payment for Carnival Stock, however, will not be accepted while you are on unpaid leave. TAX LAWS The tax laws governing the Plan are very complicated. Therefore, if you have any questions concerning this area, we recommend you contact your tax advisor. The following briefly summarizes certain of the tax implications of participating in the Plan. However, this summary is general in nature and may not cover all the tax consequences that may apply to you. What is the impact on my taxes if I participate in the Plan? If you are a non-u.s. citizen or non-resident alien: Your country of residence or another country with which you have significant contact may require you to report gain on the purchase of shares and gain when the shares are later sold in your home country. You should seek tax advice in the country or countries where you are required to file income tax returns. Dividends may also be taxable in your home country. If you are a U.S. citizen or resident alien: Income Taxes, FICA Taxes: Because the Plan receives favorable tax treatment under Section 423 of the Internal Revenue Code, you will not recognize income for Federal income tax purposes when you are granted purchase rights on the Grant Date or when you acquire shares of stock at the end of the Offering Period. You will not recognize income for Federal income tax purposes until you sell your shares of Carnival Stock (as described below). No FICA taxes (Social Security and Medicare) will be due when shares are purchased for your account or when they are sold. Dividends, Income Taxes: At income tax time, you will be responsible for paying income taxes on the dividends declared and paid on the Carnival Stock in your account. IRS Form 1099-DIV will be sent to you by the broker by January 31 of each year reflecting dividend payments for the prior year. Income Tax Return: Carnival is required to file a Form 3922 return with the Internal Revenue Service for each transfer of shares of Carnival Stock to your brokerage account. In addition, Carnival will provide you with a similar statement by January 31 of the year following the year in which Carnival transfers a share of Carnival Stock to your brokerage account. However, you will not receive a transfer statement if you are a non-resident alien and Carnival is not required to provide you with a Form W-2. Income Taxes on sale after two years from the Grant Date: Ordinary Income Taxes: You will be subject to ordinary income taxes on the lesser of 1) the difference between the Fair Market Value of Carnival Stock on the date you sell the Carnival Stock and the discounted purchase price or 2) 15% of the Fair Market Value of Carnival Stock 6

10 on the Grant Date. Your basis in one share of Carnival Stock will equal the amount you paid for the Carnival Stock plus the amount you have included in ordinary income. Capital Gains/Losses: Generally, you will be subject to a capital gain or loss equal to the difference between the amount you realized upon the sale of your Carnival Stock and your basis in the Carnival Stock. The broker will provide you in January with tax forms (IRS Form 1099B) that detail the proceeds you received from the sale of your Carnival Stock in the prior year to assist you in filing your income tax return. Additionally, you should contact the broker for a statement of your transaction history to further assist you in filing your tax return. Income Taxes on sale of the Carnival Stock within two years of the Grant Date: If you sell your shares of Carnival Stock within two years of the Grant Date, your Employer will report on your form W-2, the difference between the Fair Market Value on the Investment Date and the discounted purchase price. The broker will issue an IRS Form 1099B at year-end reflecting total proceeds of the sales. Additionally, you should contact the broker for a statement of your transaction history to further assist you in filing your tax return. Let s look at an example of your taxes if you sell your Carnival Stock for a profit. Assume the following: DATE FAIR MARKET VALUE (FMV) ACTION $20.00 GRANT DATE FMV $21.00 INVESTMENT DATE FMV $18.00 AVERAGE FMV $17.00 DISCOUNTED PURCHASE PRICE $23.00 SALE PRICE $23.00 SALE PRICE TAX CALCULATION Assume you sold a share of stock on : TAX EFFECT PER SHARE ORDINARY INCOME Lesser Of: a) Sale Price - Discounted Purchase Price ($23 - $17) N/A b) 15% of FMV at Grant Date $3.00 CAPITAL GAIN Sale Price - Basis ($23 - $20) $3.00 7

11 ORDINARY INCOME Assume you sold a share of stock on : Investment Date FMV - Discounted Purchase Price ($21-$17) (Subject to automatic withholding of income taxes) $4.00 CAPITAL GAIN Sale Price - Basis ($23 - $21) $2.00 Let s look at an example of your taxes if you sell your Carnival Stock for a loss. Assume the following: DATE FAIR MARKET VALUE (FMV) ACTION $20.00 GRANT DATE FMV $21.00 INVESTMENT DATE FMV $18.00 AVERAGE FMV $17.00 DISCOUNTED PURCHASE PRICE $15.00 SALE PRICE $15.00 SALE PRICE TAX CALCULATION Assume you sold a share of stock on : TAX EFFECT PER SHARE ORDINARY INCOME Not Applicable N/A CAPITAL LOSS Sale Price - Discounted Purchase Price ($15 - $17) ($2.00 ) Assume you sold a share of stock on : ORDINARY INCOME Investment Date FMV - Discounted Purchase Price ($21-$17) (Subject to automatic withholding of income taxes) $4.00 CAPITAL LOSS Sale Price - Basis ($15 - $21) ($6.00 ) Canadian Employees As a Canadian resident employee, participation in the Plan has Canadian income tax consequences. You will pay no Canadian federal income tax when you enroll in the Plan. However, upon receiving the shares into your Plan account, a taxable benefit will arise, equal to the difference between the closing price of the shares, and the amount you paid for them. The 8

12 benefit with respect to a purchase of shares must be included in your employment income for income tax purposes in the calendar year in which the purchase occurs. Any taxable benefit resulting from the Plan in a calendar year will be reported on your T4 Supplementary Slip for that calendar year. When you sell shares, you will recognize a capital gain if the net selling price exceeds the tax cost of the shares. The tax cost of the shares equals the total of the amount you paid for the shares plus the amount of any taxable benefit under the Plan included in income. If the net selling price of the shares is lower than the tax cost of the shares, you will realize a capital loss. If you own Carnival shares other than those in the Plan, you may be required to calculate the tax cost of the shares using the average cost of all the Carnival shares you own. As this can be a complex area, you should consult with your tax advisor. The above information is not intended to cover all tax consequences of participation in the Plan. However, you should seek advice from your Canadian tax advisor regarding any questions with respect to the tax consequences of the Plan. ADDITIONAL INFORMATION What record of my transactions will I receive? After each transaction, the broker will mail you a summary statement of your transaction. A transaction history of your account is available any time through ASAP (the interactive automated telephone service). ASAP will detail all activity in your account from inception, listing the total number of whole and fractional shares of Carnival Stock you ve accumulated as well as the number of shares and the price of each purchase, sale or dividend reinvestment. You should maintain these documents in a safe place. What additional corporate information will I be entitled to receive as a shareholder? As soon as you own one whole share of Carnival Stock, you will generally receive all material that is distributed by Carnival for the benefit of its shareholders. This includes such items as annual reports and proxy statements. When Carnival distributes proxies, your shares are voted in accordance with your written instructions sent to the broker. What happens if I leave my Employer? Your active participation in the Plan ends when you leave your Employer. However, if you transfer to another Employer (a subsidiary of Carnival Corporation which has adopted the Plan), your participation in the Plan will continue uninterrupted. Even if you are no longer employed by an Employer, you may maintain your account with the broker and keep your stock in safekeeping at no charge for an indefinite period of time. In addition, dividends will be automatically reinvested as long as the balance remains. If you transfer your employment to Carnival plc or one of its subsidiaries, your participation in the Plan will cease and your 9

13 participation in the Carnival plc 2005 Employee Stock Purchase Plan will be governed by the terms of that plan. To get started... Complete the Employee Stock Purchase Plan Enrollment and Election Forms today and return them to your Chief Purser. Please be sure you: Follow the instructions carefully. Fill out all sections. Sign your name in each of the places indicated. If you have any questions regarding the Plan, please contact your Shoreside Benefits Department or your Chief Purser. Please also be aware that if there is any discrepancy between what is outlined here and in the Plan document, the provisions of the Plan document will prevail. AVAILABLE INFORMATION Carnival will make available to Plan participants, without charge, upon written or oral request, copies (without exhibits other than exhibits specifically incorporated by reference) of the documents referred to below. Carnival will also make available to Plan participants without charge, upon oral or written request, other documents required to be delivered to Plan participants pursuant to Rule 428(b) under the Securities Act of Requests for copies of documents available as stated herein should be directed to Investor Relations, Carnival Corporation, 3655 N.W. 87th Avenue, Miami, Florida ; telephone number (305) This address and telephone number may also be used by Plan participants to obtain additional information about the Plan and its administrators. GENERAL PLAN INFORMATION The Plan will terminate on the date on which participating employees are entitled to purchase a number of shares of Carnival Stock greater than the number of reserved shares of Carnival Stock. As of the date of this prospectus, the maximum number of shares of Carnival Stock which may be issued under the Plan is 4,000,000 shares. As of the date of this Prospectus, approximately 17,193 shares of Carnival Stock have been issued under the Plan. The Plan may be amended or terminated at any time by the Board in accordance with applicable law. However, no termination or amendment of the Plan may adversely affect the rights of any participating employee to withdraw any shares of Carnival Stock or to withdraw or invest any cash balance held for his or her benefit in any Plan account. No rights granted under the Plan are transferable by any eligible employee or any participating employee in any manner other than by will or the laws of descent and distribution and, during the lifetime of any such employee, may be exercised only by such employee or his or her court 10

14 appointed legal representative. No person has or may create a lien on any funds, securities or other property held under the Plan. Whether or not the shares of Common Stock covered by the Plan have been registered under the Securities Act of 1933, as amended, you may be required by Carnival to give a representation in writing that you are acquiring such shares for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401 of the Internal Revenue Code of 1986, as amended. The Compensation Committee of the Board of Directors of Carnival administers the Plan (the Committee ). The Committee members shall act as managers and not as trustees. The Committee has authority to interpret the Plan, to prescribe, amend and rescind the rules and regulations relating to the Plan, and to make all other determinations deemed necessary and advisable for Plan administration. The determinations of the Committee shall be conclusive. The Committee members are elected and may be removed, with or without cause, by the Board. The term of office for Committee members is indefinite. INCORPORATION BY REFERENCE; FURTHER INFORMATION Although this prospectus is dated January 2012, the documents filed with the United States Securities and Exchange Commission (File No and ) pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act ), as listed below and any future filings made after the date of this prospectus, are incorporated herein by reference: 1. Carnival s most recent Annual Report on Form 10-K for the fiscal year which ends November 30; 2. Carnival s most recent Quarterly Reports on Form 10-Q for the quarterly periods following the end of the fiscal year ending February 28, May 31, and August 31; 3. Carnival s Registration Statement on Form 8-A dated October 30, 1991, filed pursuant to Section 12(b) of the Exchange Act, which contains a description of Carnival Stock of Carnival, including any amendment or report filed for the purpose of updating such description; and 4. All other documents filed by Carnival pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the registration statement filed with the United States Securities and Exchange Commission relating to the securities offered hereby and prior to the filing of a post-effective amendment to such registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the date of filing of such documents. The United States Securities and Exchange Commission filings are also available 11

15 to the public at the United States Securities and Exchange Commission s website at Carnival previously filed a Registration Statement on Form S-8 (No ) to register the issuance of shares of Carnival Stock under the Plan. On April 17, 2003, Carnival plc filed a Registration Statement on Form S-8 (No ) to register the issuance of beneficial interests in the Carnival plc special voting share and the trust shares of beneficial interest in the P&O Princess Special Voting Trust under the Plan. Before exercising any award granted under the Plan, you should carefully read and consider Carnival s reports and other documents filed with the United States Securities and Exchange Commission. For further information, reference is made to the registration statements and the documents incorporated by reference in them and in the Plan prospectus. Statements contained in the Plan prospectus describing the provisions of some documents may not be complete, and reference is made to the copy of each such document which is filed as exhibits to the registration statements or the other public filings of Carnival and Carnival plc. This document constitutes part of a Prospectus covering securities that have been registered with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. Carnival and Carnival plc will provide without charge to each participant in the Plan, upon written or oral request, a copy of: the full Plan prospectus, any or all of the documents which are incorporated by reference in Item 3 of Part II of the registration statement relating to the securities described in the Plan prospectus other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents, and any other documents required to be delivered to participants under Rule 428(b) under the Securities Act of Request for such copies, as well as requests for additional information about the Plan and its administrators, should be directed to: Arnaldo Perez, Esq. Carnival Corporation Carnival plc 3655 N.W. 87th Avenue Miami, Florida (305)