Item 4.01 Changes in Registrant’s Certifying Accountant.
(a)Dismissal of Independent Registered Public Accounting Firm
Carnival plc is subject to UK law regarding mandatory auditor rotation after a period of 20 years. PricewaterhouseCoopers LLP (“PwC”) has been Carnival plc’s auditor since fiscal year ended November 2003 and under UK law, must be changed as Carnival plc’s auditor for the fiscal 2024 audit at the latest. As a result, under the supervision of the Audit Committees, Carnival Corporation & plc (the “Company”) conducted a competitive tender process and invited several registered public accounting firms to participate for the independent audits for fiscal 2024. The tender process was undertaken during the first half of 2022 to ensure an orderly transition and the independence of the selected firm.
On June 23, 2022, PwC was dismissed, as required by UK law, as the Company’s auditor effective upon completion of the November 30, 2023 audit. PwC will continue to audit the Company for fiscal years 2022 and 2023.
The audit reports of PwC on the Company’s consolidated financial statements for each of the two most recently completed fiscal years, fiscal 2020 and 2021, respectively, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During fiscal 2020 and 2021, as well as the subsequent interim periods through June 23, 2022, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure and there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
We provided PwC with a copy of the disclosure contained in this section of this Current Report on Form 8-K and requested that PwC furnish us with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements and, if not, stating the respects to which it does not agree. A copy of PwC’s letter dated June 24, 2022 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
On June 23, 2022, the Boards of Directors appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for fiscal 2024, to be effective upon the execution of an engagement letter and related completion of Deloitte's standard client acceptance procedures to ensure their independence.
During our two most recent fiscal years, fiscal 2020 and 2021, and the subsequent interim period through June 23, 2022, neither the Company nor anyone acting on its behalf has consulted with Deloitte regarding (1) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or the effectiveness of internal control over financial reporting, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (2) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (3) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.