8-KFinancial EventsExhibits & Filings

CARNIVAL CORP 8-K Report, Auditor Change (Jun 24, 2022)

Filed June 24, 2022For Securities:CCL

Summary

Carnival Corporation & plc (CCL) filed an 8-K on June 24, 2022, to disclose a mandatory change in its independent registered public accounting firm. Due to UK's mandatory auditor rotation rules, which limit auditor tenure to 20 years, PricewaterhouseCoopers LLP (PwC) will be dismissed as the company's auditor effective after the completion of the fiscal year 2023 audit. PwC has served as Carnival's auditor since fiscal year 2003. The company has appointed Deloitte & Touche LLP (Deloitte) as its new independent auditor for fiscal year 2024. This change is a proactive measure to ensure compliance with regulatory requirements and facilitate an orderly transition. The filing explicitly states there were no disagreements or reportable events with PwC during the relevant periods, and no prior consultations with Deloitte on significant accounting or auditing matters that influenced the company's decisions.

Key Highlights

  • 1Mandatory auditor rotation under UK law necessitates the dismissal of PwC as Carnival's auditor after fiscal year 2023.
  • 2PwC has been Carnival's auditor for approximately 20 years, serving since the fiscal year ended November 2003.
  • 3Deloitte & Touche LLP has been appointed as the new independent registered public accounting firm, effective for the fiscal year 2024 audit.
  • 4The change in auditors is a planned transition to comply with UK regulations and is not related to any disagreements or issues with PwC's past audits.
  • 5PwC's audit reports for fiscal years 2020 and 2021 were unqualified and free of any adverse opinions or modifications.
  • 6There were no reportable disagreements or "reportable events" with PwC during fiscal 2020, 2021, or the subsequent interim period.
  • 7Carnival underwent a competitive tender process to select a new auditor to ensure an orderly transition and maintain independence.

Frequently Asked Questions

Carnival is changing its auditor due to the UK's mandatory auditor rotation rules, which require an auditor to be rotated after a maximum tenure of 20 years. PwC, the current auditor, has been serving the company since fiscal year 2003, and their tenure must end after the fiscal year 2023 audit to comply with these regulations.

PricewaterhouseCoopers LLP (PwC) will continue to serve as Carnival's auditor for the fiscal years 2022 and 2023. Their dismissal as the company's auditor will be effective upon the completion of the fiscal year 2023 audit. Deloitte & Touche LLP (Deloitte) is appointed as the new auditor effective for the fiscal year 2024 audit.

No, the filing explicitly states that there were no disagreements with PwC on any matters of accounting principles, practices, financial statement disclosure, or auditing scope or procedure. There were also no "reportable events" with PwC during the periods reviewed. This change is solely driven by UK's mandatory auditor rotation policy.

The filing indicates that Carnival has not consulted with Deloitte regarding specific accounting transactions, potential audit opinions, or internal controls during the relevant periods. Deloitte's appointment is a result of a competitive tender process, and their engagement is subject to standard client acceptance procedures to ensure independence.