þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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. |
Large Accelerated Filers | þ | Accelerated Filers | ¨ |
Non-Accelerated Filers | ¨ | Smaller Reporting Companies | ¨ |
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 $19.0 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 $9.1 billion as of the last business day of the registrant’s most recently completed second fiscal quarter. | |
At January 19, 2017, Carnival Corporation had outstanding 535,835,649 shares of its Common Stock, $0.01 par value. | At January 19, 2017, Carnival plc had outstanding 216,038,487 Ordinary Shares $1.66 par value, one Special Voting Share, GBP 1.00 par value and 535,835,649 Trust Shares of beneficial interest in the P&O Princess Special Voting Trust. |
PART I | ||
Item 1. | ||
Item 1A. | ||
Item 1B. |
Item 2. | |||
Item 3. | |||
Item 4. | |||
PART II | |||
Item 5. | |||
Item 6. | |||
Item 7. | |||
Item 7A. | |||
Item 8. | |||
Item 9. | |||
Item 9A. | |||
PART III | |||
Item 10. | |||
Item 11. | |||
Item 12. | |||
Item 13. | |||
Item 14. | |||
PART IV | |||
Item 15. |
I. | Summary |
II. | Vision, Goals and Related Strategies |
• | Health, environment, safety, security and sustainability |
• | Guests |
• | Employees |
• | Shareholders and other stakeholders |
• Expanded entertainment options and shipboard activities | • Enhanced internet and communication capabilities |
• Flexible dining options including open-seating dining | • Beverage package options |
• Branded specialty restaurants, bars and cafés | • Money-back guarantees |
• | 5.2% for Australia and New Zealand |
• | 3.4% for North America (United States of America (“U.S.”) and Canada) |
• | 2.7% for the United Kingdom (“UK”) |
• | 1.8% for continental Europe (Germany, Italy, France, Spain and Portugal) |
Weighted Average Passenger (Lower Berth) Capacity for Ocean Going Vessels | |||
Year | Global Cruise Industry (a) (b) | Carnival Corporation & plc (a) | |
2014 | 428,000 | 210,000 | |
2015 | 445,000 | 215,000 | |
2016 | 466,000 | 221,000 |
(a) | In accordance with cruise industry practice, passenger capacity is calculated based on the assumption of two passengers per cabin even though some cabins can accommodate three or more passengers. |
(b) | Global Cruise Industry amounts were obtained from internal estimates. |
Cruise Guests Carried by Ocean Going Vessels | ||||||||
Global Cruise Industry (a) (b) | Carnival Corporation & plc | |||||||
Year | North America | Europe, Australia, Asia and Other | Total | Total | ||||
2014 | 12,281,000 | 9,759,000 | 22,040,000 | 10,566,000 | ||||
2015 | 12,229,000 | 10,971,000 | 23,200,000 | 10,837,000 | ||||
2016 | 12,414,000 | 11,836,000 | 24,250,000 | 11,522,000 |
(a) | The global cruise guests carried for 2014 and 2015 were obtained from G.P. Wild and are based upon where the guests were sourced. |
(b) | The estimates for global cruise guests carried for 2016 are based on internally developed growth rates. |
Passenger Capacity (a) | Percentage of Total Capacity (a) | Number of Cruise Ships (a) | |||
North America Segment | |||||
Carnival Cruise Line | 66,310 | 29% | 25 | ||
Princess Cruises ("Princess") | 43,670 | 19 | 17 | ||
Holland America Line | 23,770 | 11 | 14 | ||
Seabourn | 1,970 | 1 | 4 | ||
135,720 | 60 | 60 | |||
EAA Segment | |||||
Costa Cruises ("Costa") | 35,920 | 16 | 15 | ||
AIDA Cruises ("AIDA") | 21,960 | 10 | 11 | ||
P&O Cruises (UK) | 18,380 | 8 | 8 | ||
P&O Cruises (Australia) | 7,330 | 3 | 5 | ||
Cunard | 6,770 | 3 | 3 | ||
90,360 | 40 | 42 | |||
226,080 | 100% | 102 |
(a) | As of January 19, 2017. |
Scheduled Delivery Date (a) | Passenger Capacity (a) | ||
North America Segment (b) | |||
Carnival Cruise Line | |||
Carnival Horizon | March 2018 | 3,900 | |
Newbuild | November 2019 | 3,900 | |
Newbuild | August 2020 | 5,250 | |
Newbuild | October 2022 | 5,250 | |
Princess | |||
Majestic Princess (c) | March 2017 | 3,560 | |
Newbuild | October 2019 | 3,660 | |
Newbuild | July 2020 | 3,660 | |
Newbuild | February 2022 | 3,660 | |
Holland America Line | |||
Nieuw Statendam | November 2018 | 2,670 | |
Newbuild | May 2021 | 2,670 | |
Seabourn | |||
Seabourn Ovation | April 2018 | 600 | |
EAA Segment (b) | |||
Costa | |||
Newbuild (c) | February 2019 | 4,180 | |
Newbuild | October 2019 | 5,220 | |
Newbuild (c) | September 2020 | 4,180 | |
Newbuild | May 2021 | 5,220 | |
AIDA | |||
AIDAperla (d) | July 2017 | 3,290 | |
Newbuild | November 2018 | 5,230 | |
Newbuild | May 2021 | 5,230 | |
P&O Cruises (UK) | |||
Newbuild | May 2020 | 5,190 |
(a) | As of January 19, 2017. |
(b) | Our ship construction agreements cannot be canceled by either party without cause, and such cancellation will subject the defaulting party to contractual liquidated damages. Our ship construction contracts are with Fincantieri in Italy, Meyer Werft in Germany and Finland and Mitsubishi Heavy Industries in Japan. |
• A Thrill Theater, a multi-dimensional experience where seats move in multiple directions and viewers are sprayed with water and bubbles | • Expanded water park featuring the colorful Kaleid-O-Slide, a raft-riding water tube slide | |
• The world's first IMAX Theater at Sea, with a three-deck-high-screen | • Seafood Shack, a delectable New England-inspired eatery | |
• An onboard brewery | • SkyRide, a breakthrough suspended open-air cycling experience |
• | Personal Choice Dining, offering guests three dining options, including traditional dining, anytime dining and specialty dining at venues, such as the award winning restaurant SHARE by international chef & TV host Curtis Stone, and culinary experiences, such as our "Chocolate Journeys" dessert experience featuring specialties from master chocolatier Norman Love |
• | Onboard entertainment featuring Voice of the Ocean, an interactive show modeled after the wildly popular international singing competition, as well as four original musical productions created by the award-winning composer, Steven Schwartz |
• | Interactive onboard activities and shore excursions designed in collaboration with Discovery Channel and local experts in key regional cruise destinations to provide guests with authentic and exclusive experience onboard and ashore and to entertain and delight them about the nature, wildlife, history and culture of the regions they visit |
• | America's Test Kitchen, the most popular cooking show on American television, is producing several live cooking shows and hands-on workshops for fleet-wide roll-out in 2017 |
• | In 2016, Billboard Onboard and Lincoln Center were introduced simultaneously as additions to the B.B. King's Blues Clubs to create Music Walk, an unforgettable music experience |
• | BBC Earth brings enriching and entertaining programming such as Frozen Planet Live to guests while onboard |
• | The brand's website was enhanced with comprehensive new Destination Guides covering nearly 400 Holland America Line ports around the globe to help guests dream, plan and prepare for journeys; this authoritative content can be personalized to guests' special interests |
Global Cruise Guests Carried by Ocean Going Vessels | |||||||
2016 (a) | 2015 (b) | 2014 (b) | Brands Mainly Serving | ||||
North America | 12,414,000 | 12,229,000 | 12,281,000 | Carnival Cruise Line, Holland America Line, Princess, Seabourn and Cunard | |||
Continental Europe | AIDA and Costa | ||||||
Germany | 1,825,000 | 1,813,000 | 1,771,000 | ||||
Italy | 816,000 | 810,000 | 842,000 | ||||
France | 619,000 | 615,000 | 593,000 | ||||
Spain | 469,000 | 466,000 | 454,000 | ||||
Rest of Continental Europe | 1,148,000 | 1,141,000 | 1,115,000 | ||||
4,877,000 | 4,845,000 | 4,775,000 | |||||
United Kingdom | 1,765,000 | 1,753,000 | 1,612,000 | P&O (UK) and Cunard | |||
Australia | 1,440,000 | 1,090,000 | 980,000 | P&O (Australia), Princess and Carnival Cruise Line | |||
Asia | 1,780,000 | 1,350,000 | 1,060,000 | Costa and Princess | |||
Rest of World | 1,974,000 | 1,933,000 | 1,332,000 | ||||
World Total | 24,250,000 | 23,200,000 | 22,040,000 |
(a) | The estimates for 2016 are based on internally developed growth rates. |
(b) | The global cruise guests carried for 2015 and 2014 were obtained from G.P. Wild and are based upon where the guests were sourced. |
2017 | 2016 | 2015 | |||||||
Caribbean | 33 | % | 32 | % | 34 | % | |||
Mediterranean | 13 | 15 | 16 | ||||||
Europe without Mediterranean | 13 | 13 | 13 | ||||||
Australia and New Zealand | 9 | 8 | 7 | ||||||
Asia | 9 | 9 | 6 | ||||||
Alaska | 5 | 5 | 5 | ||||||
Other | 18 | 18 | 19 | ||||||
100 | % | 100 | % | 100 | % |
• | Accommodations |
• | Most meals, including snacks at numerous venues |
• | Access to amenities such as swimming pools, water slides, water parks, whirlpools, a health club, and sun decks |
• | Child care and supervised youth programs |
• | Entertainment, such as theatrical and comedy shows, live music and nightclubs |
• | Access to exclusive private islands and destinations |
• Alcoholic/non-alcoholic beverage packages | • Internet packages |
• Shore excursions• Air packages | • Photo packages• Parking |
• Specialty restaurants | • Gratuities |
• Substantially all liquor and some non-alcoholic beverage sales • Casino gaming | • Internet and communication services • Full service spas |
• Shore excursions • Gift shop sales | • Specialty restaurants • Art sales |
• Photo sales | • Laundry and dry cleaning services |
• | Ocean Medallion - a revolutionary wearable device that enables a highly personalized vacation experience |
• | Ocean Compass - a digital concierge that works in conjunction with Ocean Medallion to create the ultimate vacation experience |
• | xiOS - an invisible network of interactive intelligent sensors and embedded devices mounted throughout the ship, home ports and destinations that uses a guest-centric, Internet of Things approach to enable a seamless guest experience |
a. | General |
b. | Protection and Indemnity (“P&I”) Coverages |
c. | Hull and Machinery Insurance |
d. | War Risk Insurance |
e. | Other Insurance |
• | Reduce intensity of carbon dioxide equivalent ("CO2e") emissions from operations by 25% by 2020 relative to our 2005 baseline |
• | Continue to improve the quality of our emissions into the air by developing, deploying and operating exhaust gas cleaning systems ("EGCS") across our fleet |
• | Increase usage of ship-to-shore power connection capabilities |
• | Increase Advanced Wastewater Purification Systems coverage of our fleet capacity by 10 percentage points by 2020 relative to our 2014 baseline |
• | Continue to improve our shipboard operations' water use efficiency by 5% by 2020 relative to our 2010 baseline |
• | Continue to reduce waste generated by our shipboard operations by 5% by 2020 relative to our 2010 baseline |
• | Continue to build on our commitment to protect the health, safety and security of guests, employees and all others working on our behalf |
• | Continue to build a diverse and inclusive workforce and provide all employees with a positive work environment and opportunities to build a rewarding career to further drive employee engagement |
• | Further develop and implement vendor assurance procedures ensuring compliance with Carnival Corporation & plc's Business Partner Code of Conduct and Ethics |
• | Continue to work on initiatives and partnerships that support and sponsor a broad range of organizations for the benefit of the communities where we operate |
• | Provide regular health, environmental, safety and security support, training, guidance and information to guests, employees and others working on our behalf |
• | Develop and implement effective and verifiable management systems to fulfill our health, environmental, safety, sustainability and security commitments |
• | Perform regular shoreside and shipboard audits and take appropriate action when deficiencies are identified |
• | Report and investigate all health, environmental, safety and security incidents and take appropriate action to prevent recurrence |
• | Identify those employees responsible for managing health, safety, environment, security and sustainability programs and ensure that there are clear lines of accountability |
• | Identify the aspects of our business that impact the environment and continue to take appropriate action to minimize that impact |
• Vessel design | • Life-saving and other equipment |
• Structural features | • Fire protection and detection |
• Construction and materials | • Safe management and operation |
• Refurbishment standards | • Musters |
• Radio communications |
• | Develop a Safety Management System (“SMS”) that includes, among other things, the adoption of safety and environmental protection policies setting forth instructions and procedures for operating vessels safely and describing procedures for responding to emergencies and protecting the environment |
• | Obtain a Document of Compliance (“DOC”) for the vessel operator, as well as a Safety Management Certificate (“SMC”) for each vessel they operate. These documents are issued by the vessel’s Flag State and evidence compliance with the SMS |
• | Verify or renew DOCs and SMCs periodically in accordance with the ISM Code |
• | Expansion and acceleration of the training of our bridge and engine room officers in maritime related best practices at our new CSMART Academy, the Center for Simulator Maritime Training located within our Arison Maritime Center in Almere, Netherlands |
• | Further standardization of our detailed bridge and engine resource management procedures on all of our ships |
• | Expansion of our existing oversight function to monitor bridge and engine room operations |
• | Identifying and standardizing best-practice policies and procedures in health, environment, safety and security disciplines across the entire organization including on all our ships |
• | Further enhancement of our processes for auditing our HESS performance throughout our operations |
• | Implementation of specific security measures, including onboard installation of a ship security alert system |
• | Assessment of vessel security |
• | Efforts to identify and deter security threats |
• | Training, drills and exercises |
• | Security plans that may include guest, vehicle and baggage screening procedures, security patrols, establishment of restricted areas, personnel identification procedures, access control measures and installation of surveillance equipment |
• | Establishment of procedures and policies for reporting and managing allegations of crimes |
• | AIDA now uses an LNG hybrid barge as an ecologically friendly and flexible power supply and an alternative to shore power, while its ships are moored in the port of Hamburg, Germany |
• | AIDAprima is the first cruise ship in the world that regularly uses dual-fuel engines for an energy supply with LNG while in ports on her Northern European deployment. Her sister ship AIDAperla is scheduled to be delivered in 2017 with the same technology |
• | We have seven next-generation cruise ships on order that will be the first in the industry to be powered at sea by LNG. Pioneering a new era in the use of low carbon fuels, these new ships will use LNG to generate 100 percent of their power both in port and on the open sea - an innovation that will reduce exhaust emissions to help protect the environment |
a. | U.S. Income Tax |
1. | Application of Section 883 of the Internal Revenue Code |
2. | Exemption Under Applicable Income Tax Treaties |
3. | U.S. State Income Tax |
b. | UK and Australian Income Tax |
c. | Italian and German Income Tax |
d. | Income and Other Taxes in Asian Countries |
e. | Other |
b. | Economic conditions and adverse world events affecting the safety and security of travel, such as civil unrest, armed conflicts and terrorist attacks, may adversely impact the demand for cruises and, consequently, reduce our cruise brands’ net revenue yields and profitability. |
c. | Changes in and compliance with laws and regulations relating to environment, health, safety, security, tax and anti-corruption under which we operate could adversely impact our profitability. |
d. | Disruptions and other damages to our information technology and other networks and operations, and breaches in data security could result in decreases in our net income. |
e. | Ability to recruit, develop and retain qualified personnel could adversely affect our results of operations. |
f. | Increases in fuel prices may adversely affect our operations, financial condition and liquidity. |
g. | Fluctuations in foreign currency exchange rates could adversely affect our financial results. |
h. | Misallocation of capital among our ship, joint venture and other strategic investments could adversely affect our financial results. |
i. | Future operating cash flow may not be sufficient to fund future obligations and we may be unable to obtain acceptable financing to enable us to continue to be a viable company. |
j. | Overcapacity in the cruise ship and land-based vacation industry could have a negative impact on our net revenue yields and increase operating costs. |
k. | Deterioration of our cruise brands' strengths and our inability to implement our strategies could adversely impact our business and profitability. |
l. | Continuing financial viability of our travel agent distribution system, air service providers and other key vendors in our supply chain is essential to allowing us to profitably operate our business. In addition, reductions in the availability of, and increases in the prices for, the services and products provided by these vendors can adversely impact our net income. |
m. | Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments on terms that are favorable or consistent with our expectations could reduce our profitability. In addition, we expect increases to our repairs and maintenance expenses and refurbishment costs as our fleet ages. |
n. | Failure to keep pace with developments in technology could impair our operations or competitive position. |
o. | Geographic regions in which we try to expand our business may be slow to develop and ultimately not develop how we expect and our international operations are subject to additional risks not generally applicable to our U.S. operations, thus resulting in the slower growth, increased costs and adversely affecting our profitability. |
p. | Competition from the cruise ship and land-based vacation industry could result in a loss of business and adversely affect our operations and financial condition. |
q. | Economic, market and political factors that are beyond our control, which could increase our operating, financing and other costs and could harm sales and profitability. |
r. | Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and damage our reputation. |
s. | Lack of continuing availability of attractive, convenient and safe port destinations on terms that are favorable or consistent with our expectations could adversely affect our net revenue yields and net income. |
t. | Union disputes and other employee relationship issues could adversely affect our financial results. |
u. | Decisions to self-insure against various risks or the inability to obtain insurance for certain risks at reasonable rates could result in higher expenses or lower revenues. |
v. | Reliance on third-party providers of various services integral to the operations of our business. These third parties may act in ways that could harm our business. |
w. | Business activities that involve our co-investment with third parties may subject us to additional risks that could adversely impact our operations. |
x. | Disruptions in the global financial markets or other events may negatively affect the ability of our counterparties and others to perform their obligations to us and thus, adversely affect our financial position and results of operations. |
y. | Our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests since Carnival Corporation and Carnival plc are not U.S. corporations. |
z. | Small group of shareholders owns a significant portion of the total combined voting power of our outstanding shares and may be able to effectively control the outcome of shareholder voting. |
aa. | Provisions in Carnival Corporation’s and Carnival plc’s constitutional documents may prevent or discourage takeovers and business combinations that our shareholders might consider to be in their best interests. |
ab. | The DLC arrangement involves risks not associated with the more common ways of combining the operations of two companies and these risks may have an adverse effect on the economic performance of the companies and their respective share prices. |
• Net revenue yields | • Net cruise costs, excluding fuel per available lower berth day |
• Booking levels | • Estimates of ship depreciable lives and residual values |
• Pricing and occupancy | • Goodwill, ship and trademark fair values |
• Interest, tax and fuel expenses | • Liquidity |
• Currency exchange rates | • Adjusted earnings per share |
Location | Square Footage | Own/Lease | Operations | |||
Miami, FL U.S.A. | 463,000/62,000 | Own/Lease | Carnival Corporation and Carnival Cruise Line | |||
Genoa, Italy | 246,000/66,000 | Own/Lease | Costa Group (a) | |||
Santa Clarita, CA U.S.A. | 311,000 | Lease | Holland America Group (b) | |||
Almere, Netherlands | 253,000/22,000 | Own/Lease | Arison Maritime Center | |||
Rostock, Germany | 224,000 | Own | Costa Group (a) | |||
Seattle, WA U.S.A. | 175,000 | Lease | Holland America Group (b) | |||
Southampton, England | 150,000 | Lease | Carnival plc and Carnival UK (c) | |||
Hamburg, Germany | 137,000 | Lease | Costa Group (b) | |||
Sydney, NSW Australia | 58,000 | Lease | P&O Cruises (Australia) |
(a) | Costa Group includes AIDA and Costa |
(b) | Holland America Group includes Holland America Line, Princess, Seabourn and Holland America Princess Alaska Tours |
(c) | Carnival UK includes P&O Cruises (UK) and Cunard |
Age | Years of Service (a) | Title | |||
Micky Arison | 67 | 45 | Chairman of the Boards of Directors | ||
David Bernstein | 59 | 18 | Chief Financial Officer and Chief Accounting Officer | ||
Alan B. Buckelew | 68 | 39 | Chief Information Officer | ||
Arnold W. Donald | 62 | 16 | President and Chief Executive Officer and Director | ||
Stein Kruse | 58 | 17 | Chief Executive Officer of Holland America Group | ||
David Noyes | 54 | 5 | Chief Executive Officer of Carnival UK | ||
Arnaldo Perez | 56 | 24 | General Counsel and Secretary | ||
Michael Thamm | 53 | 23 | Group Chief Executive Officer of Costa Group and Carnival Asia |
(a) | Years of service with us or Carnival plc predecessor companies. |
Quarters Ended | |||||||
February 29/28 | May 31 | August 31 | November 30 | ||||
2016 | $0.30 | $0.35 | $0.35 | $0.35 | |||
2015 | $0.25 | $0.25 | $0.30 | $0.30 | |||
2014 | $0.25 | $0.25 | $0.25 | $0.25 |
Period | Total Number of Shares of Carnival Corporation Common Stock Purchased (a) | Average Price Paid per Share of Carnival Corporation Common Stock | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Repurchase Program (b) | ||||
(in millions) | (in millions) | ||||||
September 1, 2016 through September 30, 2016 | 2.5 | $45.94 | $514 | ||||
October 1, 2016 through October 31, 2016 | 1.7 | $47.06 | $432 | ||||
November 1, 2016 through November 30, 2016 | — | — | $399 | ||||
Total | 4.2 | $46.39 |
Carnival Corporation | Carnival plc | |||||||||
Total Number of Shares Repurchased | Dollar Amount Paid for Shares Repurchased | Total Number of Shares Repurchased | Dollar Amount Paid for Shares Repurchased | |||||||
2016 | 47.8 | $2,264 | 0.7 | $35 | ||||||
2015 | 5.3 | $276 | — | — |
Plan category | Number of securities to be issued upon exercise of warrants and rights (in millions) | Weighted-average exercise price of outstanding warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (in millions) | ||||
(1) | |||||||
Equity compensation plans approved by security holders | 2.2 | (a) | - | 11.3 | (b) | ||
Equity compensation plans not approved by security holders | - | - | - | ||||
2.2 | - | 11.3 |
(a) | Represents 2.2 million of restricted share units outstanding under the Carnival Corporation 2011 Stock Plan. |
(b) | Includes Carnival Corporation common stock available for issuance as of November 30, 2016 as follows: 2.1 million under the Carnival Corporation Employee Stock Purchase Plan, which includes 35,923 shares subject to purchase during the current purchase period and 9.2 million under the Carnival Corporation 2011 Stock Plan. |
Plan category | Number of securities to be issued upon exercise of warrants and rights (in millions) | Weighted-average exercise price of outstanding warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (in millions) | |||
(1) | ||||||
Equity compensation plans approved by security holders | 0.7 | (a) | - | 8.1 | ||
Equity compensation plans not approved by security holders | - | - | - | |||
0.7 | - | 8.1 |
(a) | Represents 0.7 million restricted share units outstanding under the Carnival plc 2005 Employee Share Plan and Carnival plc 2014 Employee Share Plan. |
CARNIVAL CORPORATION | CARNIVAL PLC |
/s/ Arnold W. Donald | /s/ Arnold W. Donald |
President and Chief Executive Officer and | President and Chief Executive Officer and |
Director | Director |
January 30, 2017 | January 30, 2017 |
CARNIVAL CORPORATION | CARNIVAL PLC |
/s/ Arnold W. Donald | /s/ Arnold W. Donald |
President and Chief Executive Officer and | President and Chief Executive Officer and |
Director | Director |
January 30, 2017 | January 30, 2017 |
/s/ David Bernstein | /s/ David Bernstein |
David Bernstein | David Bernstein |
Chief Financial Officer and Chief Accounting Officer | Chief Financial Officer and Chief Accounting Officer |
January 30, 2017 | January 30, 2017 |
/s/* Micky Arison | /s/* Micky Arison |
Micky Arison | Micky Arison |
Chairman of the Board of | Chairman of the Board of |
Directors | Directors |
January 30, 2017 | January 30, 2017 |
/s/*Sir Jonathon Band | /s/*Sir Jonathon Band |
Sir Jonathon Band | Sir Jonathon Band |
Director | Director |
January 30, 2017 | January 30, 2017 |
/s/*Helen Deeble | /s/*Helen Deeble |
Helen Deeble | Helen Deeble |
Director | Director |
January 30, 2017 | January 30, 2017 |
/s/*Richard J. Glasier | /s/*Richard J. Glasier |
Richard J. Glasier | Richard J. Glasier |
Director | Director |
January 30, 2017 | January 30, 2017 |
/s/*Debra Kelly-Ennis | /s/*Debra Kelly-Ennis |
Debra Kelly-Ennis | Debra Kelly-Ennis |
Director | Director |
January 30, 2017 | January 30, 2017 |
s/*Sir John Parker | s/*Sir John Parker |
Sir John Parker | Sir John Parker |
Director | Director |
January 30, 2017 | January 30, 2017 |
/s/*Stuart Subotnick | /s/*Stuart Subotnick |
Stuart Subotnick | Stuart Subotnick |
Director | Director |
January 30, 2017 | January 30, 2017 |
/s/*Laura Weil | /s/*Laura Weil |
Laura Weil | Laura Weil |
Director | Director |
January 30, 2017 | January 30, 2017 |
/s/*Randall J. Weisenburger | /s/*Randall J. Weisenburger |
Randall J. Weisenburger | Randall J. Weisenburger |
Director | Director |
January 30, 2017 | January 30, 2017 |
*By: /s/ Arnaldo Perez | *By: /s/ Arnaldo Perez |
Arnaldo Perez | Arnaldo Perez |
(Attorney-in-fact) | (Attorney-in-fact) |
January 30, 2017 | January 30, 2017 |
INDEX TO EXHIBITS | ||||||||
Incorporated by Reference | ||||||||
Exhibit Number | Exhibit Description | Form | Exhibit | Filing Date | Filed Herewith | |||
Articles of incorporation and by-laws | ||||||||
3.1 | Third Amended and Restated Articles of Incorporation of Carnival Corporation. | 8-K | 3.1 | 4/17/03 | ||||
3.2 | Third Amended and Restated By-Laws of Carnival Corporation. | 8-K | 3.1 | 4/20/09 | ||||
3.3 | Articles of Association of Carnival plc. | 8-K | 3.3 | 4/20/09 | ||||
Instruments defining the rights of security holders, including indenture | ||||||||
4.1 | Agreement of Carnival Corporation and Carnival plc, dated January 22, 2016 to furnish certain debt instruments to the Securities and Exchange Commission. | X | ||||||
4.2 | Carnival Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc for the benefit of the P&O Princess Shareholders. | 10-Q | 4.1 | 10/15/03 | ||||
4.3 | Equalization and Governance Agreement, dated April 17, 2003, between Carnival Corporation and P&O Princess Cruises plc. | 10-Q | 4.2 | 10/15/03 | ||||
4.4 | Carnival Corporation Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc. | S-4 | 4.3 | 5/30/03 | ||||
4.5 | Carnival plc Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc. | S-3 & F-3 | 4.10 | 6/19/03 | ||||
4.6 | Specimen Common Stock Certificate. | S-3 & F-3 | 4.16 | 6/19/03 | ||||
4.7 | Pairing Agreement, dated as of April 17, 2003, between Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and Computershare Investor Services (formerly SunTrust Bank), as transfer agent. | 8-K | 4.1 | 4/17/03 | ||||
4.8 | Voting Trust Deed, dated as of April 17, 2003, between Carnival Corporation and The Law Debenture Trust Corporation (Cayman) Limited, as trustee. | 8-K | 4.2 | 4/17/03 | ||||
4.9 | SVE Special Voting Deed, dated as of April 17, 2003, between Carnival Corporation, DLS SVC Limited, P&O Princess Cruises plc, The Law Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law Debenture Trust Corporation, P.L.C. | 8-K | 4.3 | 4/17/03 |
INDEX TO EXHIBITS | ||||||||
4.10 | Form of Amended and Restated Deposit Agreement and holders from time to time of receipts issued thereunder. | Post Amend- ment to Form F-6 | 99-a | 4/15/03 | ||||
4.11 | Specimen Ordinary Share Certificate. | S-3 | 4.1 | 7/2/09 | ||||
Material contracts | ||||||||
10.1* | Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. | 10-Q | 10.1 | 9/28/07 | ||||
10.2 | Amendment and Restatement Agreement dated June 16, 2014 in respect of the Multicurrency Revolving Facilities Agreement dated May 18, 2011, among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Merrill Lynch International Limited as facilities agent and a syndicate of financial institutions. | 10-Q | 10.1 | 10/3/14 | ||||
10.3* | Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-K | 10.6 | 2/27/98 | ||||
10.4* | Amendment to the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. | 10-Q | 10.1 | 3/30/07 | ||||
10.5* | Carnival Cruise Lines, Inc. Non-Qualified Retirement Plan. | 10-K | 10.4 | 2/22/91 | ||||
10.6* | Consulting Agreement/ Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison. | S-3A | 4.3 | 7/16/91 | ||||
10.7* | First Amendment to Consulting Agreement/ Registration Rights Agreement between Carnival Corporation and Ted Arison. | 10-K | 10.40 | 2/25/93 | ||||
10.8* | Form of Appointment Letter for Non-Executive Directors. | 10-Q | 10.1 | 6/27/08 | ||||
10.9* | Form of Appointment Letter for Executive Directors. | 10-Q | 10.2 | 6/27/08 | ||||
10.10* | Amended and Restated Carnival plc 2005 Employee Share Plan. | 10-Q | 10.1 | 4/2/09 | ||||
10.11* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-K | 10.33 | 2/28/00 | ||||
10.12* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | 10.2 | 3/30/07 | ||||
10.13* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-K | 10.34 | 2/28/01 | ||||
INDEX TO EXHIBITS | ||||||||
10.14* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-K | 10.37 | 2/28/02 | ||||
10.15 | Succession Agreement, dated as of May 28, 2002, to Registration Rights Agreement, dated June 14, 1991, between Carnival Corporation and Ted Arison. | 10-Q | 10.2 | 7/12/02 | ||||
10.16* | Amendment to the Carnival Corporation Nonqualified Retirement Plan For Highly Compensated Employees. | 10-Q | 10.1 | 3/28/06 | ||||
10.17* | Amendment of the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | 10.1 | 4/14/03 | ||||
10.18* | Amendment of the Carnival Corporation Nonqualified Retirement Plan For Highly Compensated Employees. | 10-Q | 10.2 | 4/14/03 | ||||
10.19* | Amendment to the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. | 10-Q | 10.2 | 4/8/04 | ||||
10.20* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | 10.3 | 4/8/04 | ||||
10.21* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | 10.1 | 4/7/05 | ||||
10.22* | Carnival Corporation 2011 Stock Plan Non-Employee Director Restricted Stock Award Agreement. | 10-Q | 10.3 | 7/1/11 | ||||
10.23* | Amended and Restated Carnival Corporation 2011 Stock Plan. | X | ||||||
10.24* | Amended and Restated Executive Long-term Compensation Agreement, dated January 15, 2008, between Carnival Corporation and Micky Arison. | 10-Q | 10.2 | 3/28/08 | ||||
10.25* | Amendment to the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. | 10-Q | 10.7 | 4/2/09 | ||||
10.26* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | 10.8 | 4/2/09 | ||||
10.27* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | 10.1 | 4/1/10 | ||||
10.28* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | 10.3 | 4/1/10 | ||||
10.29* | Amendment to the Carnival Corporation “Fun Ship” Nonqualified Savings Plan. | 10-Q | 10.1 | 7/1/10 | ||||
10.30* | Form of Executive Restricted Stock Agreement for Executives with Executive Long-term Compensation Agreements for Carnival Corporation 2011 Stock Plan. | 10-Q | 10.1 | 3/30/12 |
INDEX TO EXHIBITS | ||||||||
10.31* | Form of Executive Restricted Stock Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | 10.2 | 3/30/12 | ||||
10.32* | Employment Agreement dated as of October 14, 2013 between Carnival Corporation, Carnival plc and Arnold W. Donald. | 10-Q | 10.2 | 10/3/14 | ||||
10.33* | Employment Contract between Costa Crociere S.p.A and Michael Olaf Thamm effective June 30, 2012. | 10-Q | 10.1 | 4/2/14 | ||||
10.34* | Addendum to Employment Contract between Costa Crociere S.p.A and Michael Olaf Thamm effective January 24, 2013. | 10-Q | 10.2 | 4/2/14 | ||||
10.35* | Form of Performance-Based Restricted Stock Unit Agreement for Special Executive Award for the Carnival Corporation 2011 Stock Plan. | 10-Q | 10.3 | 4/2/14 | ||||
10.36* | Form of Performance-Based Restricted Stock Unit Agreement for Special Executive Award for the Carnival plc 2005 Employee Share Plan. | 10-Q | 10.4 | 4/2/14 | ||||
10.37* | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | 10.1 | 7/2/14 | ||||
10.38* | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival plc 2005 Employee Share Plan. | 10-Q | 10.2 | 7/2/14 | ||||
10.39* | Amended and Restated Carnival plc 2014 Employee Share Plan. | X | ||||||
10.40* | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | 10.1 | 7/1/15 | ||||
10.41* | Form of Performance-Based Restricted Stock Unit Agreement for the Carnival plc 2014 Employee Share Plan. | 10-Q | 10.2 | 7/1/15 | ||||
10.42* | Carnival Corporation & plc Management Incentive Plan (adopted in 2015). | 10-Q | 10.3 | 7/1/15 | ||||
10.43* | Addendum to Employment Contract between Costa Crociere S.p.A and Michael Olaf Thamm effective November 24, 2014. | 10-Q | 10.1 | 10/2/2015 | ||||
INDEX TO EXHIBITS | ||||||||
10.44* | Amendment to Facilities Agreement dated May 18, 2016 among Carnival Corporation, Carnival plc and certain of Carnival Corporation and Carnival plc subsidiaries, Bank of America Merrill Lynch International Limited, as facilities agent, and KfW IPEX-Bank GmbH, Bayerische Landesbank, New York Branch and DZ BANK AG, Deutsche Zentral Genossenschaftsbank, Frankfurt am Main, New York Branch, as new lenders. | 10-Q | 10.1 | 7/1/16 | ||||
10.45* | Form of Executive Restricted Share Unit Award Certificate for the Carnival plc 2005 Employee Share Plan. | 10-Q | 10.2 | 7/1/16 | ||||
10.46* | Form of Executive Restricted Share Unit Award Certificate for the Carnival plc 2014 Employee Share Plan. | 10-Q | 10.3 | 7/1/16 | ||||
10.47* | Form of Executive Restricted Stock Agreement for the Carnival Corporation 2011 Stock Plan. | 10-Q | 10.4 | 7/1/16 | ||||
10.48* | Amendment dated October 18, 2016 to Employment Agreement dated October 14, 2016 between Carnival Corporation, Carnival plc and Arnold W. Donald. | 8-K | 99.1 | 10/21/16 | ||||
Statements regarding computations of ratios | ||||||||
12 | Ratio of Earnings to Fixed Charges. | X | ||||||
Annual report to security holders | ||||||||
13 | Portions of 2016 Annual Report. | X | ||||||
Subsidiaries of the registrants | ||||||||
21 | Subsidiaries of Carnival Corporation and Carnival plc. | X | ||||||
Consents of experts and counsel | ||||||||
23 | Consent of Independent Registered Certified Public Accounting Firm. | X | ||||||
Power of attorney | ||||||||
24 | Powers of Attorney given by certain Directors of Carnival Corporation and Carnival plc to Arnold W. Donald, David Bernstein and Arnaldo Perez authorizing such persons to sign this 2016 joint Annual Report on Form 10-K and any future amendments on their behalf. | X | ||||||
INDEX TO EXHIBITS | ||||||||
Rule 13a-14(a)/15d-14(a) certifications | ||||||||
31.1 | Certification of President and Chief Executive Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||
31.2 | Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||
31.3 | Certification of President and Chief Executive Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||
31.4 | Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||
Section 1350 certifications | ||||||||
32.1** | Certification of President and Chief Executive Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||
32.2** | Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||
32.3** | Certification of President and Chief Executive Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||
32.4** | Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||
Interactive data file | ||||||||
101 | The consolidated financial statements from Carnival Corporation & plc’s Form 10-K for the year ended November 30, 2016, as filed with the SEC on January 30, 2017 formatted in XBRL, are as follows: | |||||||
(i) the Consolidated Statements of Income for the years ended November 30, 2016, 2015 and 2014; | X | |||||||
(ii) the Consolidated Statements of Comprehensive Income for the years ended November 30, 2016, 2015 and 2014; | X | |||||||
(iii) the Consolidated Balance Sheets at November 30, 2016 and 2015; | X |
INDEX TO EXHIBITS | ||||||||
(iv) the Consolidated Statements of Cash Flows for the years ended November 30, 2016, 2015 and 2014; | X | |||||||
(v) the Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2016, 2015 and 2014 and | X | |||||||
(vi) the notes to the consolidated financial statements, tagged in summary and detail. | X |
(A) | Sections 1 to 14 of the Plan shall apply to the grant of Approved Options under this Appendix subject to the modifications contained in the following paragraphs. |
(B) | This Appendix shall not apply to Awards of Restricted Shares, Restricted Share Units, Stock Appreciation Rights or Other Share-Based Awards and, accordingly, Sections 8 to 12 shall not apply to this Appendix. |
(C) | The definition of Employee in Section 2 shall be construed so that: |
(i) | no Option may be granted under this Appendix to a director of any member of the plc Group unless such director is required to devote not less than 25 hours per week to the affairs of the plc Group; and |
(ii) | no Option may be granted under this Appendix to an employee (including one who is a director) who is ineligible to participate in the Plan by virtue of paragraph 9 of Schedule 4 to ITEPA. |
(D) | Part (b) of the definition of Fair Market Value shall not apply to the grant of Options under this Appendix. In its place, a new paragraph (b) shall be inserted as follows: |
“(b) | subject to (a) above, the value as agreed between HMRC and the Company in writing in advance of the Date of Grant;” |
(E) | The definition of Shares shall be subject to the condition that they satisfy paragraphs 16 to 20 of Schedule 4 to ITEPA. For the avoidance of doubt, Options may not be granted over ADRs under this Appendix. |
(F) | In addition to its powers under Section 4, the Committee may make such amendments to this Appendix without the approval of shareholders in general meeting as are necessary or desirable to obtain or maintain HMRC approval of this Appendix. |
(G) | Any Option granted under this Appendix may only be exercised by an Option Holder who is not ineligible to participate in the Plan by virtue of paragraph 9 of Schedule 4 to ITEPA. |
(H) | Section 4(b)(v) shall not apply to the grant of Options under this Appendix. |
(I) | Section 4(b)(vi) shall not apply to the grant of Options under this Appendix. |
(J) | Any correction pursuant to Section 4(b)(vii) to an Option granted under this Appendix shall be subject to the exercise of the amendment power under Section 13, as modified by this Appendix. |
(K) | Section 6 shall not apply to the grant of Options under this Appendix. In its place a new Section 6 shall be inserted as follows: |
(a) | he has received written notification from the Committee, or from a person designated by the Committee, that he has been selected to participate in the Plan; and |
(b) | immediately following such grant the aggregate Fair Market Value of the Shares which he may acquire by exercise of the Option and any Shares which he may acquire by exercise of any other options granted under the Plan or any other approved CSOP scheme (within the meaning of section 521(4) of ITEPA) established by the plc Group will not exceed £30,000 or such other amount as may be specified pursuant to paragraph 6 of Schedule 4 to ITEPA and for this purpose Fair Market Value shall be determined on the date on which the relevant Option is granted.” |
(L) | Section 7(d) shall not apply to the grant of Options under this Appendix. In its place a new Section 7(d) shall be inserted as follows: |
(d) | The exercise of an Option may be subject to such conditions for payment of taxation, employees’ National Insurance contributions and employer’s National Insurance contributions liability as the Committee may determine (including without limitation the right to sell on an Option Holder’s behalf sufficient Shares to satisfy any taxation or National Insurance contributions) and if any condition is imposed relating to the assumption, payment or reimbursement by the Option Holder of employer’s National Insurance contributions liability, such conditions shall comply with any applicable legislation or regulations and the Company shall be entitled to waive in whole or in part the Option Holder’s obligation in respect of such liability.” |
(M) | Section 7(e) shall not apply to the grant of Options under this Appendix. In its place a new Section 7(e) shall be inserted as follows: |
(e) | The Committee shall determine prior to the Date of Grant whether any Performance Goals shall apply to the vesting of an Option and if so these shall be set out in the applicable Award agreement or share option certificate. Any Performance Goals applied by the Committee must be objective. If events subsequently occur which cause the Committee to consider that a different Performance Goal would be a fairer measure of the performance of the job-holder, an amendment may be made to the extent that the Committee reasonably consider would result in the Performance Goal being no more nor less difficult to satisfy than it would have been without such amendment.” |
(N) | The provisos to Section 7(g) shall not apply to Options granted under this Appendix. |
(O) | Section 7(i)(iii) shall not apply to the grant of Options under this Appendix. In its place a new Section 7(i)(iii) shall be inserted as follows: |
(P) | Section 11 shall be amended so that the Committee shall not have power to adjust Options granted under this Appendix in the circumstances envisaged by (b) or (c) of Section 11, nor to adjust the type of Shares subject to an Option. Any adjustment pursuant to Section 11 to an Option granted under this Appendix shall not take effect without the prior approval of HMRC. |
(Q) | Section 12(b) shall not apply to Options granted under this Appendix. |
(R) | New Sections 12(d) and (e) shall be inserted as follows: |
(d) | If any event occurs which falls within sub-section (i), (iv) or (v) of the definition of Change of Control, each Participant who holds an Option granted under this Appendix may at any time within the appropriate period (which expression shall be construed in accordance with paragraph 26(3) of Schedule 4 of ITEPA), by agreement with the acquiring company, release any Option which has not lapsed (the “Old Option”) in consideration of the grant to him of an option (the “New Option”) which (in accordance with Section 12(e) below) is equivalent to the Old Option but relates to shares in a different company (whether the acquiring company itself or another company falling within paragraph 27(2)(b) of Schedule 4 of ITEPA) (the “New Grantor”). |
(e) | The New Option shall not be regarded for the purposes of Section 12(d) as equivalent to the Old Option unless the conditions set out in paragraph 27(4) of Schedule 4 of ITEPA are satisfied and, in relation to the New Option, the provisions of the Plan shall be construed as if: |
(i) | the New Option were an option granted under the Plan at the same time as the Old Option; |
(ii) | references to any Performance Goals were references to such new Performance Goals (if any) relating to the business of the New Grantor or any member of the New Grantor’s group as the Committee may consider are appropriate in the circumstances; |
(iii) | references to the Company in Sections 2 to 12 and in the definition of plc Group were references to the New Grantor; |
(iv) | references to Shares were references to shares in the New Grantor.” |
(S) | Options granted under this Appendix may be exercised by delivery of written notice of exercise (or electronic notice or telephonic instructions to the extent provided by the Committee) accompanied by payment of, or an undertaking to pay, the aggregate Exercise Price). The Exercise Price shall be payable in cash. Section 7(j) shall be modified accordingly. |
(T) | Section 14(a)(ii) shall not apply to Options granted under this Appendix. In its place, a new Section 14(a)(ii) shall be inserted as follows: |
(ii) | Awards granted to a Participant under the Plan may also be subject to such other provisions (whether or not applicable to other Awards granted to any such Participant) as the Committee determines appropriate to be offered to a Participant to assist the Participant in financing the acquisition of Shares upon the exercise of Options (provided that such financing does not violate the US Sarbanes-Oxley Act of 2002 and applicable UK law). Any such arrangements are subject to the prior approval of HMRC” |
(U) | Section 14(b) shall not apply to Options granted under this Appendix. |
(V) | Section 14(c) shall not apply to Options granted under this Appendix. |
(W) | Section 14(d) shall not apply to the grant of Options under this Appendix. In its place a new Section 14(d) shall be inserted as follows: |
(i) | Subject to Section 14(d)(ii) below, a Participant may be required to pay to a member of the Combined Group, and each member of the Combined Group shall have the right and is hereby authorised to withhold from any Shares or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash) of any required tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. |
(ii) | Prior to the exercise of an Option, the Committee shall offer a Participant the opportunity to elect to satisfy, in whole or in part, any withholding liability by the methods set out in this subsection (but no more than the minimum required withholding liability if using method (b) or (c) of this subsection): |
(b) | delivery of Shares owned by the Participant with a Fair Market Value equal to such withholding liability; |
(c) | authorising the Company to arrange the sale of sufficient Shares to generate proceeds sufficient to discharge any withholding liability. |
(X) | Section 14(g) shall not apply to Options granted under this Appendix. |
(Y) | The second sentence of Section 14(j)(i) and the whole of Section 14(j)(ii) shall not apply to Options granted under this Appendix. |
(Z) | Section 14(l) shall not apply to Options granted under this Appendix. |
(AA) | Sections 14(u) and (v) shall not apply to Options granted under this Appendix. |
(BB) | At a time when this Appendix is approved by HMRC, and if such approved status is to be maintained, no amendment to any key feature (as defined by paragraph 30(4) of Schedule 4 to ITEPA) of the rules of the Plan or this Appendix may take effect as regards this Appendix without the prior approval of HMRC (and if such approved status is not to be maintained, the Company shall notify HMRC of the relevant amendment). |
(CC) | All Shares allotted or transferred upon the exercise of an Option granted under this Appendix shall rank pari passu in all respects with the Shares in issue at the date of exercise save as regards any rights attaching to such Shares by reference to a record date prior to the date of exercise. |
CARNIVAL CORPORATION & PLC RATIO OF EARNINGS TO FIXED CHARGES (in millions, except ratios) | ||||||||||||||||||||||||
Years Ended November 30, | ||||||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||||
Net income | $ | 2,779 | $ | 1,757 | $ | 1,216 | $ | 1,055 | $ | 1,285 | ||||||||||||||
Income tax (benefit) expense, net | 49 | 42 | 9 | (6 | ) | 4 | ||||||||||||||||||
Income before income taxes | 2,828 | 1,799 | 1,225 | 1,049 | 1,289 | |||||||||||||||||||
Fixed charges | ||||||||||||||||||||||||
Interest expense, net | 223 | 217 | 288 | 319 | 336 | |||||||||||||||||||
Interest portion of rent expense (a) | 22 | 23 | 21 | 20 | 19 | |||||||||||||||||||
Capitalized interest | 26 | 22 | 21 | 15 | 17 | |||||||||||||||||||
Total fixed charges | 271 | 262 | 330 | 354 | 372 | |||||||||||||||||||
Fixed charges not affecting earnings | ||||||||||||||||||||||||
Capitalized interest | (26 | ) | (22 | ) | (21 | ) | (15 | ) | (17 | ) | ||||||||||||||
Earnings before fixed charges | $ | 3,073 | $ | 2,039 | $ | 1,534 | $ | 1,388 | $ | 1,644 | ||||||||||||||
Ratio of earnings to fixed charges | 11.3x | 7.8x | 4.6x | 3.9x | 4.4x |
Years Ended November 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Revenues | |||||||||||
Cruise | |||||||||||
Passenger tickets | $ | 12,090 | $ | 11,601 | $ | 11,889 | |||||
Onboard and other | 4,068 | 3,887 | 3,780 | ||||||||
Tour and other | 231 | 226 | 215 | ||||||||
16,389 | 15,714 | 15,884 | |||||||||
Operating Costs and Expenses | |||||||||||
Cruise | |||||||||||
Commissions, transportation and other | 2,240 | 2,161 | 2,299 | ||||||||
Onboard and other | 553 | 526 | 519 | ||||||||
Payroll and related | 1,993 | 1,859 | 1,942 | ||||||||
Fuel | 915 | 1,249 | 2,033 | ||||||||
Food | 1,005 | 981 | 1,005 | ||||||||
Other ship operating | 2,525 | 2,516 | 2,463 | ||||||||
Tour and other | 152 | 155 | 160 | ||||||||
9,383 | 9,447 | 10,421 | |||||||||
Selling and administrative | 2,197 | 2,067 | 2,054 | ||||||||
Depreciation and amortization | 1,738 | 1,626 | 1,637 | ||||||||
13,318 | 13,140 | 14,112 | |||||||||
Operating Income | 3,071 | 2,574 | 1,772 | ||||||||
Nonoperating Income (Expense) | |||||||||||
Interest income | 6 | 8 | 8 | ||||||||
Interest expense, net of capitalized interest | (223 | ) | (217 | ) | (288 | ) | |||||
Losses on fuel derivatives, net | (47 | ) | (576 | ) | (271 | ) | |||||
Other income, net | 21 | 10 | 4 | ||||||||
(243 | ) | (775 | ) | (547 | ) | ||||||
Income Before Income Taxes | 2,828 | 1,799 | 1,225 | ||||||||
Income Tax Expense, Net | (49 | ) | (42 | ) | (9 | ) | |||||
Net Income | $ | 2,779 | $ | 1,757 | $ | 1,216 | |||||
Earnings Per Share | |||||||||||
Basic | $ | 3.73 | $ | 2.26 | $ | 1.57 | |||||
Diluted | $ | 3.72 | $ | 2.26 | $ | 1.56 | |||||
Dividends Declared Per Share | $ | 1.35 | $ | 1.10 | $ | 1.00 |
Years Ended November 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net Income | $ | 2,779 | $ | 1,757 | $ | 1,216 | |||||
Items Included in Other Comprehensive Income (Loss) | |||||||||||
Change in foreign currency translation adjustment | (675 | ) | (1,078 | ) | (746 | ) | |||||
Other | (38 | ) | (47 | ) | (31 | ) | |||||
Other Comprehensive Loss | (713 | ) | (1,125 | ) | (777 | ) | |||||
Total Comprehensive Income | $ | 2,066 | $ | 632 | $ | 439 |
November 30, | |||||||
2016 | 2015 | ||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 603 | $ | 1,395 | |||
Trade and other receivables, net | 298 | 303 | |||||
Inventories | 322 | 330 | |||||
Prepaid expenses and other | 466 | 423 | |||||
Total current assets | 1,689 | 2,451 | |||||
Property and Equipment, Net | 32,429 | 31,818 | |||||
Goodwill | 2,910 | 3,010 | |||||
Other Intangibles | 1,275 | 1,308 | |||||
Other Assets | 633 | 650 | |||||
$ | 38,936 | $ | 39,237 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current Liabilities | |||||||
Short-term borrowings | $ | 457 | $ | 30 | |||
Current portion of long-term debt | 640 | 1,344 | |||||
Accounts payable | 713 | 627 | |||||
Accrued liabilities and other | 1,740 | 1,683 | |||||
Customer deposits | 3,522 | 3,272 | |||||
Total current liabilities | 7,072 | 6,956 | |||||
Long-Term Debt | 8,357 | 7,413 | |||||
Other Long-Term Liabilities | 910 | 1,097 | |||||
Commitments and Contingencies | |||||||
Shareholders’ Equity | |||||||
Common stock of Carnival Corporation, $0.01 par value; 1,960 shares authorized; 654 shares at 2016 and 653 shares at 2015 issued | 7 | 7 | |||||
Ordinary shares of Carnival plc, $1.66 par value; 217 shares at 2016 and 216 share at 2015 issued | 358 | 358 | |||||
Additional paid-in capital | 8,632 | 8,562 | |||||
Retained earnings | 21,843 | 20,060 | |||||
Accumulated other comprehensive loss | (2,454 | ) | (1,741 | ) | |||
Treasury stock, 118 shares at 2016 and 70 shares at 2015 of Carnival Corporation and 27 shares at 2016 and 2015 of Carnival plc, at cost | (5,789 | ) | (3,475 | ) | |||
Total shareholders’ equity | 22,597 | 23,771 | |||||
$ | 38,936 | $ | 39,237 |
Years Ended November 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
OPERATING ACTIVITIES | |||||||||||
Net income | $ | 2,779 | $ | 1,757 | $ | 1,216 | |||||
Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
Depreciation and amortization | 1,738 | 1,626 | 1,637 | ||||||||
(Gains) losses on ship sales and ship impairments, net | (2 | ) | (8 | ) | 2 | ||||||
Losses on fuel derivatives, net | 47 | 576 | 271 | ||||||||
Share-based compensation | 55 | 55 | 52 | ||||||||
Other, net | 73 | 40 | 35 | ||||||||
4,690 | 4,046 | 3,213 | |||||||||
Changes in operating assets and liabilities | |||||||||||
Receivables | (22 | ) | 4 | 75 | |||||||
Inventories | 1 | 5 | 1 | ||||||||
Prepaid expenses and other | 11 | 131 | 422 | ||||||||
Accounts payable | 109 | 36 | 9 | ||||||||
Accrued and other liabilities | (21 | ) | (31 | ) | (382 | ) | |||||
Customer deposits | 366 | 354 | 92 | ||||||||
Net cash provided by operating activities | 5,134 | 4,545 | 3,430 | ||||||||
INVESTING ACTIVITIES | |||||||||||
Additions to property and equipment | (3,062 | ) | (2,294 | ) | (2,583 | ) | |||||
Proceeds from sale of ships | 26 | 25 | 42 | ||||||||
Payments of fuel derivative settlements | (291 | ) | (219 | ) | (2 | ) | |||||
Other, net | 4 | 10 | 36 | ||||||||
Net cash used in investing activities | (3,323 | ) | (2,478 | ) | (2,507 | ) | |||||
FINANCING ACTIVITIES | |||||||||||
Proceeds from (repayments of) short-term borrowings, net | 447 | (633 | ) | 617 | |||||||
Principal repayments of long-term debt | (1,278 | ) | (1,238 | ) | (2,466 | ) | |||||
Proceeds from issuance of long-term debt | 1,542 | 2,041 | 1,626 | ||||||||
Dividends paid | (977 | ) | (816 | ) | (776 | ) | |||||
Purchases of treasury stock | (2,340 | ) | (533 | ) | — | ||||||
Sales of treasury stock | 40 | 264 | — | ||||||||
Other, net | (25 | ) | (27 | ) | (29 | ) | |||||
Net cash used in financing activities | (2,591 | ) | (942 | ) | (1,028 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents | (12 | ) | (61 | ) | (26 | ) | |||||
Net (decrease) increase in cash and cash equivalents | (792 | ) | 1,064 | (131 | ) | ||||||
Cash and cash equivalents at beginning of year | 1,395 | 331 | 462 | ||||||||
Cash and cash equivalents at end of year | $ | 603 | $ | 1,395 | $ | 331 |
Common stock | Ordinary shares | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock | Total shareholders’ equity | |||||||||||||||||||||
Balances at November 30, 2013 | $ | 7 | $ | 358 | $ | 8,325 | $ | 18,718 | $ | 161 | $ | (3,077 | ) | $ | 24,492 | ||||||||||||
Net income | — | — | — | 1,216 | — | — | 1,216 | ||||||||||||||||||||
Other comprehensive loss | — | — | — | — | (777 | ) | — | (777 | ) | ||||||||||||||||||
Cash dividends declared | — | — | — | (777 | ) | — | — | (777 | ) | ||||||||||||||||||
Other | — | — | 59 | 1 | — | (10 | ) | 50 | |||||||||||||||||||
Balances at November 30, 2014 | 7 | 358 | 8,384 | 19,158 | (616 | ) | (3,087 | ) | 24,204 | ||||||||||||||||||
Net income | — | — | — | 1,757 | — | — | 1,757 | ||||||||||||||||||||
Other comprehensive loss | — | — | — | — | (1,125 | ) | — | (1,125 | ) | ||||||||||||||||||
Cash dividends declared | — | — | — | (855 | ) | — | — | (855 | ) | ||||||||||||||||||
Purchases and sales under the Stock Swap program, net | — | — | 119 | — | — | (112 | ) | 7 | |||||||||||||||||||
Purchases of treasury stock under the Repurchase Program and other | — | — | 59 | — | — | (276 | ) | (217 | ) | ||||||||||||||||||
Balances at November 30, 2015 | 7 | 358 | 8,562 | 20,060 | (1,741 | ) | (3,475 | ) | 23,771 | ||||||||||||||||||
Net income | — | — | — | 2,779 | — | — | 2,779 | ||||||||||||||||||||
Other comprehensive loss | — | — | — | — | (713 | ) | — | (713 | ) | ||||||||||||||||||
Cash dividends declared | — | — | — | (996 | ) | — | — | (996 | ) | ||||||||||||||||||
Purchases and sales under the Stock Swap program, net | — | — | 14 | — | — | (13 | ) | 1 | |||||||||||||||||||
Purchases of treasury stock under the Repurchase Program and other | — | — | 56 | — | — | (2,301 | ) | (2,245 | ) | ||||||||||||||||||
Balances at November 30, 2016 | $ | 7 | $ | 358 | $ | 8,632 | $ | 21,843 | $ | (2,454 | ) | $ | (5,789 | ) | $ | 22,597 |
Years | Residual Values | ||
Ships | 30 | 15% | |
Ship improvements | 3-30 | 0% | |
Buildings and improvements | 10-40 | 0% or 10% | |
Computer hardware and software | 3-12 | 0% or 10% | |
Transportation equipment and other | 3-20 | 0% or 10% | |
Leasehold improvements, including port facilities | Shorter of lease term or related asset life (3-30) | 0% |
November 30, | ||||||||
2016 | 2015 | |||||||
Ships, including ship improvements | $ | 44,122 | $ | 42,401 | ||||
Ships under construction | 725 | 839 | ||||||
44,847 | 43,240 | |||||||
Land, buildings and improvements, including leasehold improvements and port facilities | 1,086 | 1,067 | (b) | |||||
Computer hardware and software, transportation equipment and other | 1,591 | 1,389 | ||||||
Total property and equipment | 47,524 | 45,696 | (b) | |||||
Less accumulated depreciation and amortization | (15,095 | ) | (13,878 | ) | (b) | |||
$ | 32,429 | (a) | $ | 31,818 | (a) (b) |
(a) | At November 30, 2016 and 2015, the net carrying values of ships and ships under construction for our North America, EAA, Cruise Support and Tour and Other segments were $19.5 billion, $11.2 billion, $0.3 billion and $0.1 billion and $18.5 billion, $11.7 billion, $0.3 billion and $0.1 billion, respectively. |
(b) | On December 1, 2015, we adopted the amended guidance issued by FASB regarding accounting for Service Concession Arrangements and, accordingly, reclassified $70 million from Property and Equipment, Net to Other Intangibles on our November 30, 2015 Consolidated Balance Sheet (see "Note 2 - Summary of Significant Accounting Policies"). |
November 30, 2016 | November 30, | ||||||||||
Interest Rates | Maturities Through | 2016 | 2015 | ||||||||
Long-Term Debt | |||||||||||
Export Credit Facilities | |||||||||||
Fixed rate | 2.4% to 5.0% | 2027 | $ | 941 | $ | 1,032 | |||||
Euro fixed rate | 3.8% to 4.5% | 2025 | 233 | 261 | |||||||
Floating rate | 1.6% to 2.1% | 2026 | 793 | 688 | |||||||
Euro floating rate | 0.0% to 0.8% | 2027 | 1,649 | 1,864 | |||||||
Bank Loans | |||||||||||
Euro fixed rate | 0.6% to 3.9% | 2021 | 612 | 160 | |||||||
Floating rate | 1.3% to 1.8% | 2021 | 800 | 800 | |||||||
Euro floating rate | 0.4% to 0.8% | 2021 | 319 | 212 | |||||||
Private Placement Notes | |||||||||||
Fixed rate | —% | 2016 | — | 42 | |||||||
Euro fixed rate | 7.3% | 2018 | 51 | 130 | |||||||
Publicly-Traded Notes | |||||||||||
Fixed rate | 1.9% to 7.2% | 2028 | 1,717 | 2,219 | |||||||
Euro fixed rate | 1.1% to 1.9% | 2022 | 1,857 | 1,324 | |||||||
Other | 5.5% to 7.3% | 2030 | 25 | 25 | |||||||
Short-Term Borrowings | |||||||||||
Euro floating rate commercial paper | (0.1)% | 2017 | 451 | — | |||||||
Euro floating rate bank loans | 0.9% | 2017 | 6 | 30 | |||||||
Total Debt | 9,454 | 8,787 | |||||||||
Less short-term borrowings | (457 | ) | (30 | ) | |||||||
Less current portion of long-term debt | (640 | ) | (1,344 | ) | |||||||
Total Long-term Debt | $ | 8,357 | $ | 7,413 |
November 30, | |||||
2016 | 2015 | ||||
Fixed rate | 28 | % | 32 | % | |
Euro fixed rate | 35 | % | 28 | % | |
Floating rate | 14 | % | 18 | % | |
Euro floating rate | 23 | % | 22 | % |
Fiscal | |||||||||||||||||||||||||||
2017 | 2018 | 2019 | 2020 | 2021 | Thereafter | Total | |||||||||||||||||||||
Short-term borrowings | $ | 457 | $ | 457 | |||||||||||||||||||||||
Long-term debt | 640 | $ | 2,071 | $ | 1,595 | $ | 1,303 | $ | 1,082 | $ | 2,306 | 8,997 | |||||||||||||||
$ | 1,097 | $ | 2,071 | $ | 1,595 | $ | 1,303 | $ | 1,082 | $ | 2,306 | $ | 9,454 |
Fiscal | |||||||||||||||||||||||||||
2017 | 2018 | 2019 | 2020 | 2021 | Thereafter | Total | |||||||||||||||||||||
Operating leases | $ | 47 | $ | 42 | $ | 38 | $ | 36 | $ | 30 | $ | 198 | $ | 391 | |||||||||||||
Port facilities and other | 228 | 195 | 117 | 108 | 102 | 875 | 1,625 | ||||||||||||||||||||
$ | 275 | $ | 237 | $ | 155 | $ | 144 | $ | 132 | $ | 1,073 | $ | 2,016 |
Carnival Corporation | Carnival plc | |||||||||
Number of Shares Repurchased | Dollar Amount Paid for Shares Repurchased | Number of Shares Repurchased | Dollar Amount Paid for Shares Repurchased | |||||||
2016 | 47.8 | $2,264 | 0.7 | $35 | ||||||
2015 | 5.3 | $276 | — | — |
November 30, | |||||||
2016 | 2015 | ||||||
Cumulative foreign currency translation adjustments, net | $ | (2,266 | ) | $ | (1,591 | ) | |
Unrecognized pension expenses | (120 | ) | (82 | ) | |||
Unrealized losses on marketable securities | (3 | ) | (3 | ) | |||
Net losses on cash flow derivative hedges | (65 | ) | (65 | ) | |||
$ | (2,454 | ) | $ | (1,741 | ) |
• | Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. |
• | Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. |
• | Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. |
November 30, 2016 | November 30, 2015 | ||||||||||||||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||
Cash and cash equivalents (a) | $ | 256 | $ | 256 | $ | — | $ | — | $ | 647 | $ | 647 | $ | — | $ | — | |||||||||||||||
Restricted cash (b) | 41 | 41 | — | — | 7 | 7 | — | — | |||||||||||||||||||||||
Long-term other assets (c) | 99 | 1 | 68 | 31 | 119 | 1 | 87 | 31 | |||||||||||||||||||||||
Total | $ | 396 | $ | 298 | $ | 68 | $ | 31 | $ | 773 | $ | 655 | $ | 87 | $ | 31 | |||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||
Fixed rate debt (d) | $ | 5,436 | $ | — | $ | 5,727 | $ | — | $ | 5,193 | $ | — | $ | 5,450 | $ | — | |||||||||||||||
Floating rate debt (d) | 4,018 | — | 4,048 | — | 3,594 | — | 3,589 | — | |||||||||||||||||||||||
Total | $ | 9,454 | $ | — | $ | 9,775 | $ | — | $ | 8,787 | $ | — | $ | 9,039 | $ | — |
(a) | Cash and cash equivalents are comprised of cash on hand and at November 30, 2015 also included a money market deposit account and time deposits. Due to their short maturities, the carrying values approximate their fair values. |
(b) | Restricted cash is comprised of a money market deposit account and at November 30, 2016 also included funds held in escrow. |
(c) | Long-term other assets are substantially all comprised of notes and other receivables. The fair values of our Level 2 notes and other receivables were based on estimated future cash flows discounted at appropriate market interest rates. The fair values of our Level 3 notes receivable were estimated using risk-adjusted discount rates. |
(d) | Debt does not include the impact of interest rate swaps. The fair values of our publicly-traded notes were based on their unadjusted quoted market prices in markets that are not sufficiently active to be Level 1 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on appropriate market interest rates being applied to this debt. |
November 30, 2016 | November 30, 2015 | ||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Assets | |||||||||||||||||||||||
Cash equivalents (a) | $ | 347 | $ | — | $ | — | $ | 748 | $ | — | $ | — | |||||||||||
Restricted cash (b) | 19 | — | — | 22 | — | — | |||||||||||||||||
Short-term investments (c) | — | — | 21 | — | — | — | |||||||||||||||||
Marketable securities held in rabbi trusts (d) | 93 | 4 | — | 105 | 8 | — | |||||||||||||||||
Derivative financial instruments (e) | — | 15 | — | — | 29 | — | |||||||||||||||||
Long-term other asset (c) | — | — | — | — | — | 21 | |||||||||||||||||
Total | $ | 459 | $ | 19 | $ | 21 | $ | 875 | $ | 37 | $ | 21 | |||||||||||
Liabilities | |||||||||||||||||||||||
Derivative financial instruments (e) | $ | — | $ | 434 | $ | — | $ | — | $ | 625 | $ | — | |||||||||||
Total | $ | — | $ | 434 | $ | — | $ | — | $ | 625 | $ | — |
(a) | Cash equivalents are comprised of money market funds. |
(b) | Restricted cash is substantially all comprised of money market funds. |
(c) | The fair value of auction rate security included in short-term investments and long-term other asset was based on a broker quote in an inactive market, which is considered a Level 3 input. During fiscal 2016, there were no purchases or sales pertaining to this auction-rate security. This auction-rate security was sold in December 2016. |
(d) | At November 30, 2016 and 2015, marketable securities held in rabbi trusts were comprised of Level 1 bonds, frequently-priced mutual funds invested in common stocks, and money market funds and Level 2 other investments. Their use is restricted to funding certain deferred compensation and non-qualified U.S. pension plans. |
(e) | See “Derivative Instruments and Hedging Activities” section below for detailed information regarding our derivative financial instruments. |
North America Segment | EAA Segment | Total | |||||||||
Balance at November 30, 2014 | $ | 1,898 | $ | 1,229 | $ | 3,127 | |||||
Foreign currency translation adjustment | — | (117 | ) | (117 | ) | ||||||
Balance at November 30, 2015 | 1,898 | 1,112 | 3,010 | ||||||||
Foreign currency translation adjustment | — | (100 | ) | (100 | ) | ||||||
Balance at November 30, 2016 | $ | 1,898 | $ | 1,012 | $ | 2,910 |
• | Forecasted operating results, including net revenue yields and net cruise costs including fuel prices |
• | Capacity changes, including the expected rotation of vessels into, or out of, Costa, Holland America Line and P&O Cruises (Australia) |
• | WACC of market participants, adjusted for the risk attributable to the geographic regions in which Costa, Holland America Line and P&O Cruises (Australia) operate |
• | Capital expenditures, proceeds from forecasted dispositions of ships and terminal values, which are all considered Level 3 inputs |
North America Segment | EAA Segment | Total | |||||||||
Balance at November 30, 2014 | $ | 927 | $ | 338 | $ | 1,265 | |||||
Foreign currency translation adjustment | — | (31 | ) | (31 | ) | ||||||
Balance at November 30, 2015 | 927 | 307 | 1,234 | ||||||||
Foreign currency translation adjustment | — | (28 | ) | (28 | ) | ||||||
Balance at November 30, 2016 | $ | 927 | $ | 279 | $ | 1,206 |
Cruise Support Segment | EAA Segment | Total | |||||||||
Balance at November 30, 2015 (a) | $ | 62 | $ | 12 | $ | 74 | |||||
Additions | — | 1 | 1 | ||||||||
Amortization | (3 | ) | (1 | ) | (4 | ) | |||||
Foreign currency translation adjustment | (2 | ) | — | (2 | ) | ||||||
Balance at November 30, 2016 | $ | 57 | $ | 12 | $ | 69 |
November 30, | |||||||||
Balance Sheet Location | 2016 | 2015 | |||||||
Derivative assets | |||||||||
Derivatives designated as hedging instruments | |||||||||
Net investment hedges (a) | Prepaid expenses and other | $ | 12 | $ | 14 | ||||
Other assets – long-term | 3 | 13 | |||||||
Interest rate swaps (b) | Prepaid expenses and other | — | 2 | ||||||
Total derivative assets | $ | 15 | $ | 29 | |||||
Derivative liabilities | |||||||||
Derivatives designated as hedging instruments | |||||||||
Net investment hedges (a) | Accrued liabilities and other | $ | 26 | $ | — | ||||
Interest rate swaps (b) | Accrued liabilities and other | 10 | 11 | ||||||
Other long-term liabilities | 23 | 27 | |||||||
Foreign currency zero cost collars (c) | Accrued liabilities and other | 12 | — | ||||||
Other long-term liabilities | 21 | 26 | |||||||
92 | 64 | ||||||||
Derivatives not designated as hedging instruments | |||||||||
Fuel (d) | Accrued liabilities and other | 198 | 227 | ||||||
Other long-term liabilities | 144 | 334 | |||||||
342 | 561 | ||||||||
Total derivative liabilities | $ | 434 | $ | 625 |
(a) | At November 30, 2016 and 2015, we had foreign currency forwards totaling $456 million and $43 million, respectively, that are designated as hedges of our net investments in foreign operations, which have a euro-denominated functional currency. At November 30, 2016, these foreign currency forwards settle through July 2017. At November 30, 2016 and 2015, we also had foreign currency swaps totaling $291 million and $387 million, respectively, that are designated as hedges of our net investments in foreign operations, which have a euro-denominated functional currency. At November 30, 2016, these foreign currency swaps settle through September 2019. |
(b) | We have euro interest rate swaps designated as cash flow hedges whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $500 million at November 30, 2016 and $568 million at November 30, 2015 of EURIBOR-based floating rate euro debt to |
(c) | At November 30, 2016 and 2015, we had foreign currency derivatives consisting of foreign currency zero cost collars that are designated as foreign currency cash flow hedges for a portion of our euro-denominated shipbuilding payments. See “Newbuild Currency Risks” below for additional information regarding these derivatives. |
(d) | At November 30, 2016 and 2015, we had fuel derivatives consisting of zero cost collars on Brent crude oil (“Brent”) to cover a portion of our estimated fuel consumption through 2018. See “Fuel Price Risks” below for additional information regarding these fuel derivatives. |
November 30, 2016 | |||||||||||||||||||
Gross Amounts | Gross Amounts Offset in the Balance Sheet | Total Net Amounts Presented in the Balance Sheet | Gross Amounts not Offset in the Balance Sheet | Net Amounts | |||||||||||||||
Assets | $ | 15 | $ | — | $ | 15 | $ | (15 | ) | $ | — | ||||||||
Liabilities | $ | 434 | $ | — | $ | 434 | $ | (15 | ) | $ | 419 | ||||||||
November 30, 2015 | |||||||||||||||||||
Gross Amounts | Gross Amounts Offset in the Balance Sheet | Total Net Amounts Presented in the Balance Sheet | Gross Amounts not Offset in the Balance Sheet | Net Amounts | |||||||||||||||
Assets | $ | 73 | $ | (44 | ) | $ | 29 | $ | (29 | ) | $ | — | |||||||
Liabilities | $ | 669 | $ | (44 | ) | $ | 625 | $ | (29 | ) | $ | 596 |
November 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net investment hedges | $ | (33 | ) | $ | 58 | $ | 25 | ||||
Foreign currency zero cost collars – cash flow hedges | $ | (8 | ) | $ | (57 | ) | $ | (10 | ) | ||
Interest rate swaps – cash flow hedges | $ | 8 | $ | 2 | $ | (28 | ) |
November 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Unrealized gains (losses) on fuel derivatives, net | $ | 236 | $ | (332 | ) | $ | (268 | ) | |||
Realized losses on fuel derivatives, net | (283 | ) | (244 | ) | (3 | ) | |||||
Losses on fuel derivatives, net | $ | (47 | ) | $ | (576 | ) | $ | (271 | ) |
Maturities (a) | Transaction Dates | Barrels (in thousands) | Weighted-Average Floor Prices | Weighted-Average Ceiling Prices | ||||||||
Fiscal 2017 | ||||||||||||
February 2013 | 3,276 | $ | 80 | $ | 115 | |||||||
April 2013 | 2,028 | $ | 75 | $ | 110 | |||||||
January 2014 | 1,800 | $ | 75 | $ | 114 | |||||||
October 2014 | 1,020 | $ | 80 | $ | 113 | |||||||
8,124 | ||||||||||||
Fiscal 2018 | ||||||||||||
January 2014 | 2,700 | $ | 75 | $ | 110 | |||||||
October 2014 | 3,000 | $ | 80 | $ | 114 | |||||||
5,700 |
Entered Into | Matures in | Weighted-Average Floor Rate | Weighted- Average Ceiling Rate | ||||||||
Majestic Princess | 2015 | March 2017 | $ | 1.07 | $ | 1.25 | |||||
Carnival Horizon | 2016 | March 2018 | $ | 1.02 | $ | 1.25 | |||||
Seabourn Ovation | 2016 | April 2018 | $ | 1.02 | $ | 1.25 | |||||
Holland America Nieuw Statendam | 2016 | November 2018 | $ | 1.05 | $ | 1.25 |
November 30, | |||||
2016 | 2015 | ||||
Fixed rate | 28 | % | 32 | % | |
Euro fixed rate | 35 | % | 28 | % | |
Floating rate | 14 | % | 18 | % | |
Euro floating rate | 23 | % | 22 | % |
• | Conducting business with large, well-established financial institutions, insurance companies and export credit agencies |
• | Diversifying our counterparties |
• | Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard liquidity and minimize risk |
• | Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales, long-term ship charters and new ship progress payments to shipyards |
Revenues | Operating costs and expenses | Selling and administrative | Depreciation and amortization | Operating income (loss) | Capital expenditures | Total assets | |||||||||||||||||||||
2016 | |||||||||||||||||||||||||||
North America (a) | $ | 10,267 | $ | 5,786 | $ | 1,220 | $ | 1,056 | $ | 2,205 | $ | 2,069 | $ | 23,454 | |||||||||||||
EAA | 5,906 | 3,524 | 691 | 599 | 1,092 | 667 | 13,456 | ||||||||||||||||||||
Cruise Support | 131 | 67 | 278 | 42 | (256 | ) | 310 | 1,568 | |||||||||||||||||||
Tour and Other (a) | 231 | 152 | 8 | 41 | 30 | 16 | 458 | (b) | |||||||||||||||||||
Intersegment elimination (a) | (146 | ) | (146 | ) | — | — | — | — | — | ||||||||||||||||||
$ | 16,389 | $ | 9,383 | $ | 2,197 | $ | 1,738 | $ | 3,071 | $ | 3,062 | $ | 38,936 | ||||||||||||||
2015 | |||||||||||||||||||||||||||
North America (a) | $ | 9,866 | $ | 5,925 | $ | 1,140 | $ | 994 | $ | 1,807 | $ | 854 | $ | 22,420 | |||||||||||||
EAA | 5,636 | 3,442 | 695 | 561 | 938 | 1,265 | 14,076 | ||||||||||||||||||||
Cruise Support | 119 | 58 | 223 | 27 | (189 | ) | 162 | 2,248 | |||||||||||||||||||
Tour and Other (a) | 226 | 155 | 9 | 44 | 18 | 13 | 493 | (b) | |||||||||||||||||||
Intersegment elimination (a) | (133 | ) | (133 | ) | — | — | — | — | — | ||||||||||||||||||
$ | 15,714 | $ | 9,447 | $ | 2,067 | $ | 1,626 | $ | 2,574 | $ | 2,294 | $ | 39,237 | ||||||||||||||
2014 | |||||||||||||||||||||||||||
North America (a) | $ | 9,559 | $ | 6,436 | $ | 1,121 | $ | 961 | $ | 1,041 | $ | 1,315 | $ | 22,681 | |||||||||||||
EAA | 6,148 | 3,914 | 725 | 616 | 893 | 1,054 | 15,228 | ||||||||||||||||||||
Cruise Support | 90 | 39 | 200 | 25 | (174 | ) | 156 | 1,023 | |||||||||||||||||||
Tour and Other (a) | 215 | 160 | 8 | 35 | 12 | 58 | 516 | (b) | |||||||||||||||||||
Intersegment elimination (a) | (128 | ) | (128 | ) | — | — | — | — | — | ||||||||||||||||||
$ | 15,884 | $ | 10,421 | $ | 2,054 | $ | 1,637 | $ | 1,772 | $ | 2,583 | $ | 39,448 |
(a) | A portion of the North America segment's revenues includes revenues for the tour portion of a cruise when a land tour package is sold along with a cruise by either Holland America Line or Princess. These intersegment tour revenues, which are included in our Tour and Other segment, are eliminated directly against the North America segment's revenues and operating expenses in the line “Intersegment elimination.” |
(b) | Tour and Other segment assets primarily include hotels and lodges in the state of Alaska and the Canadian Yukon, motorcoaches used for sightseeing and charters, glass-domed railcars, which run on the Alaska Railroad, and our owned ships that we leased out under long-term charters to unaffiliated entities. |
Years Ended November 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
North America | $ | 8,327 | $ | 8,015 | $ | 7,762 | |||||
Europe | 5,254 | 5,133 | 5,676 | ||||||||
Australia and Asia | 2,506 | 2,256 | 2,097 | ||||||||
Other | 302 | 310 | 349 | ||||||||
$ | 16,389 | $ | 15,714 | $ | 15,884 |
Equity Awards | ||||||
Shares | Weighted-Average Grant Date Fair Value | |||||
Outstanding at November 30, 2013 | 3,630,997 | $ | 37.11 | |||
Granted | 1,589,368 | $ | 44.61 | |||
Vested | (893,930 | ) | $ | 45.52 | ||
Forfeited | (273,378 | ) | $ | 40.81 | ||
Outstanding at November 30, 2014 | 4,053,057 | $ | 37.94 | |||
Granted | 1,253,050 | $ | 45.70 | |||
Vested | (1,298,318 | ) | $ | 31.35 | ||
Forfeited | (398,394 | ) | $ | 39.48 | ||
Outstanding at November 30, 2015 | 3,609,395 | $ | 42.84 | |||
Granted | 1,451,917 | $ | 53.98 | |||
Vested | (1,454,381 | ) | $ | 38.18 | ||
Forfeited | (193,806 | ) | $ | 47.76 | ||
Outstanding at November 30, 2016 | 3,413,125 | $ | 48.03 |
Years Ended November 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net income for basic and diluted earnings per share | $ | 2,779 | $ | 1,757 | $ | 1,216 | |||||
Weighted-average common and ordinary shares outstanding | 745 | 777 | 776 | ||||||||
Dilutive effect of equity plans | 2 | 2 | 2 | ||||||||
Diluted weighted-average shares outstanding | 747 | 779 | 778 | ||||||||
Basic earnings per share | $ | 3.73 | $ | 2.26 | $ | 1.57 | |||||
Diluted earnings per share | $ | 3.72 | $ | 2.26 | $ | 1.56 | |||||
Anti-dilutive equity awards excluded from diluted earnings per share computations | — | — | 1 |
• Net revenue yields | • Net cruise costs, excluding fuel per available lower berth day |
• Booking levels | • Estimates of ship depreciable lives and residual values |
• Pricing and occupancy | • Goodwill, ship and trademark fair values |
• Interest, tax and fuel expenses | • Liquidity |
• Currency exchange rates | • Adjusted earnings per share |
• | Incidents, such as ship incidents, security incidents, the spread of contagious diseases and threats thereof, adverse weather conditions or other natural disasters and the related adverse publicity affecting our reputation and the health, safety, security and satisfaction of guests and crew |
• | Economic conditions and adverse world events affecting the safety and security of travel, such as civil unrest, armed conflicts and terrorist attacks |
• | Changes in and compliance with laws and regulations relating to environment, health, safety, security, tax and anti-corruption under which we operate |
• | Disruptions and other damages to our information technology and other networks and operations, and breaches in data security |
• | Ability to recruit, develop and retain qualified personnel |
• | Increases in fuel prices |
• | Fluctuations in foreign currency exchange rates |
• | Misallocation of capital among our ship, joint venture and other strategic investments |
• | Future operating cash flow may not be sufficient to fund future obligations and we may be unable to obtain financing; |
• | Overcapacity in the cruise ship and land-based vacation industry |
• | Deterioration of our cruise brands' strengths and our inability to implement our strategies |
• | Continuing financial viability of our travel agent distribution system, air service providers and other key vendors in our supply chain and reductions in the availability of, and increases in the prices for, the services and products provided by these vendors |
• | Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments on terms that are favorable or consistent with our expectations and increases to our repairs and maintenance expenses and refurbishment costs as our fleet ages |
• | Failure to keep pace with developments in technology |
• | Geographic regions in which we try to expand our business may be slow to develop and ultimately not develop how we |
• | Competition from the cruise ship and land-based vacation industry |
• | Economic, market and political factors that are beyond our control, which could increase our operating, financing and other costs |
• | Litigation, enforcement actions, fines or penalties |
• | Lack of continuing availability of attractive, convenient and safe port destinations on terms that are favorable or consistent with our expectations |
• | Union disputes and other employee relationship issues |
• | Decisions to self-insure against various risks or the inability to obtain insurance for certain risks at reasonable rates |
• | Reliance on third-party providers of various services integral to the operations of our business |
• | Business activities that involve our co-investment with third parties |
• | Disruptions in the global financial markets or other events that may negatively affect the ability of our counterparties and others to perform their obligations to us |
• | Our shareholders may be subject to the uncertainties of a foreign legal system since Carnival Corporation and Carnival plc are not U.S. corporations |
• | Small group of shareholders may be able to effectively control the outcome of shareholder voting |
• | Provisions in Carnival Corporation’s and Carnival plc’s constitutional documents may prevent or discourage takeovers and business combinations that our shareholders might consider to be in their best interests |
• | The DLC arrangement involves risks not associated with the more common ways of combining the operations of two companies. |
• | Net income for 2016 increased 58% to $2.8 billion from $1.8 billion for 2015 and diluted earnings per share increased to $3.72 in 2016 from $2.26 in 2015. |
• | Adjusted net income increased 23% to $2.6 billion from $2.1 billion in 2015 and adjusted diluted earnings per share increased to $3.45 from $2.70 in 2015. Adjusted net income excludes unrealized gains and losses on fuel derivatives and other items totaling $199 million in gains for the full year 2016 and $349 million of losses for the full year 2015. |
• | Gross revenue yields (revenue per available lower berth day or "ALBD") increased 0.8%. In constant currency, net revenue yields increased 3.9%, comprised of a 4.5% increase in net passenger ticket revenue yields and a 2.3% increase in net onboard and other revenue yields. |
• | Gross cruise costs including fuel per ALBD decreased 2.8%. Net cruise costs excluding fuel per ALBD (“available lower berth day”) in constant currency increased 1.6%. |
• | Changes in fuel prices (including realized fuel derivative losses) and currency exchange rates increased earnings by $0.06 per share versus the prior year. |
2017 Assumptions at December 20, 2016 | |
First quarter fuel cost per metric ton consumed | $356 |
Full year fuel cost per metric ton consumed | $374 |
First quarter currencies | |
U.S. dollar to euro | $1.04 |
U.S. dollar to sterling | $1.24 |
U.S. dollar to Australian dollar | $0.73 |
Full year currencies | |
U.S. dollar to euro | $1.04 |
U.S. dollar to sterling | $1.24 |
U.S. dollar to Australian dollar | $0.73 |
• | Sales of passenger cruise tickets and, in some cases, the sale of air and other transportation to and from airports near our ships’ home ports and cancellation fees. We also collect fees, taxes and other charges from our guests. The cruise ticket price typically includes the following: |
▪ | Accommodations |
▪ | Most meals, including snacks at numerous venues |
▪ | Access to amenities such as swimming pools, water slides, water parks, whirlpools, a health club and sun decks |
▪ | Child care and supervised youth programs |
▪ | Entertainment, such as theatrical and comedy shows, live music and nightclubs |
▪ | Access to exclusive private islands and destinations |
• | Sales of goods and services not included in the cruise ticket price are generally the following: |
▪ | Substantially all liquor and some non-alcoholic beverage sales |
▪ | Casino gaming |
▪ | Shore excursions |
▪ | Gift shop items |
▪ | Photo packages |
▪ | Internet and communication services |
▪ | Full service spas |
▪ | Specialty restaurants |
▪ | Art sales |
▪ | Laundry and dry cleaning services |
• | The costs of passenger cruise bookings, which represent costs that are directly associated with passenger cruise ticket revenues, and include travel agent commissions, cost of air and other transportation and credit and debit card fees |
• | Onboard and other cruise costs, which represent costs that are directly associated with onboard and other revenues, and include the costs of liquor and some non-alcoholic beverages, costs of tangible goods sold by us in our gift shops and from our photo packages, communication costs, costs of cruise vacation protection programs, costs of pre- and post-cruise land packages and credit and debit card fees |
• | Fuel costs, which include fuel delivery costs |
• | Payroll and related costs, which represent all costs related to our shipboard personnel, including deck and engine officers and crew and hotel and administrative employees, while costs associated with our shoreside personnel are included in selling and administrative expenses |
• | Food costs, which include both our guest and crew food costs |
• | Other ship operating expenses, which include port costs that do not vary with guest head counts; repairs and maintenance, including minor improvements and dry-dock expenses; hotel costs; entertainment; gains and losses on ship sales; ship impairments; freight and logistics; insurance premiums and all other ship operating expenses |
Years Ended November 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
ALBDs (in thousands) (a) (b) | 80,002 | 77,307 | 76,000 | ||||||||
Occupancy percentage (c) | 105.9 | % | 104.8 | % | 104.1 | % | |||||
Passengers carried (in thousands) | 11,522 | 10,837 | 10,566 | ||||||||
Fuel consumption in metric tons (in thousands) | 3,233 | 3,181 | 3,194 | ||||||||
Fuel consumption in metric tons per thousand ALBDs | 40.4 | 41.2 | 42.0 | ||||||||
Fuel cost per metric ton consumed | $ | 283 | $ | 393 | $ | 636 | |||||
Currencies | |||||||||||
U.S. dollar to euro | $ | 1.11 | $ | 1.12 | $ | 1.34 | |||||
U.S. dollar to sterling | $ | 1.37 | $ | 1.54 | $ | 1.66 | |||||
U.S. dollar to Australian dollar | $ | 0.74 | $ | 0.76 | $ | 0.91 |
(a) | ALBD is a standard measure of passenger capacity for the period that we use to approximate rate and capacity variances, based on consistently applied formulas that we use to perform analyses to determine the main non-capacity driven factors that cause our cruise revenues and expenses to vary. ALBDs assume that each cabin we offer for sale accommodates two passengers and is computed by multiplying passenger capacity by revenue-producing ship operating days in the period. |
(b) | In 2016 compared to 2015, we had a 3.5% capacity increase in ALBDs comprised of a 7.5% capacity increase in our EAA segment and a slight capacity increase in our North America segment. |
• | Full period impact from the transfer of two Holland America Line 1,260-passenger capacity ships to P&O Cruises |
• | Partial period impact from one AIDA 3,290-passenger capacity ship delivered in 2016 |
• | Partial period impact from one P&O Cruises (UK) 3,650-passenger capacity ship delivered in 2015 |
• | Fewer ship dry-dock days in 2016 compared to 2015 |
• | Partial period impact from one Carnival Cruise Line 3,930-passenger capacity ship delivered in 2016 |
• | Partial period impact from one Holland America Line 2,650-passenger capacity ship delivered in 2016 |
• | Partially offset by the full period impact from the transfer of two Holland America Line 1,260-passenger capacity ships to P&O Cruises (Australia) in 2015 |
• | Full year impact from one Costa 3,690-passenger capacity ship delivered in 2014 |
• | The partial year impact from one P&O Cruises (UK) 3,650-passenger capacity ship delivered in 2015 |
• | Full year impact from the bareboat charter/sale of a Costa ship and a former Ibero ship |
• | More ship dry-dock days in 2015 compared to 2014 |
• | More ship dry-dock days in 2015 compared to 2014 |
• | Fewer ship operating days due to pro rated voyages |
• | $404 million - 3.5% capacity increase in ALBDs |
• | $138 million - an accounting reclassification in our EAA segment, which has no impact on our operating income as the increase in passenger revenues is fully offset by an increase in operating expenses (“accounting reclassification”) |
• | $114 million - slight increase in occupancy |
• | $40 million - increase in cruise ticket revenue, driven primarily by price improvements in Caribbean and Alaskan programs for our North America segment and Mediterranean and North European programs for our EAA segment, partially offset by net unfavorable foreign currency transactional impacts |
• | $135 million - 3.5% capacity increase in ALBDs |
• | $55 million - higher onboard spending by our guests |
• | $38 million - slight increase in occupancy |
• | $92 million - net increase in cruise ticket revenue, driven primarily by price improvements in Caribbean and Alaskan programs, partially offset by unfavorable foreign currency transactional impacts |
• | $67 million - slight capacity increase in ALBDs |
• | $58 million - increase in air transportation revenues from guests who purchased their tickets from us |
• | $53 million - slight increase in occupancy |
• | $52 million - higher onboard spending by our guests |
• | $26 million - slight capacity increase in ALBDs |
• | $21 million - slight increase in occupancy |
• | $344 million - 7.5% capacity increase in ALBDs |
• | $138 million - the accounting reclassification |
• | $69 million - 1.5 percentage point increase in occupancy |
• | $215 million - foreign currency translational impact |
• | $66 million - decrease in air transportation revenues from guests who purchased their tickets from us |
• | $59 million - decrease in cruise ticket revenue, driven by unfavorable foreign currency transactional impacts |
• | $377 million - lower fuel prices of $354 million and improved fuel consumption of $23 million |
• | $136 million - foreign currency translational impact |
• | $57 million - lower dry-dock expenses |
• | $324 million - 3.5% capacity increase in ALBDs |
• | $138 million - the accounting reclassification |
• | $36 million - slight increase in occupancy |
• | $72 million - 3.5% capacity increase in ALBDs |
• | $46 million - various selling and administrative initiatives |
• | $40 million - litigation settlements |
• | $239 million - lower fuel prices of $221 million and improved fuel consumption of $18 million |
• | $22 million - lower dry-dock expenses. |
• | $55 million - slight capacity increase in ALBDs |
• | $53 million - higher air costs |
• | $20 million - the nonrecurrence of a gain on a litigation settlement in 2015 |
• | $257 million - 7.5% capacity increase in ALBDs |
• | $138 million - the accounting reclassification |
• | $22 million - 1.5 percentage point decrease in occupancy |
• | $21 million - higher ship port costs |
• | $136 million - foreign currency translational impact |
• | $132 million - lower fuel prices |
• | $67 million - higher air costs |
• | $34 million - higher dry-dock expenses |
• | $42 million - 7.5% capacity increase in ALBDs |
• | $22 million - improvements to existing ships and shoreside assets |
Year Ended November 30, | |||||||
2016 | 2015 | ||||||
Unrealized gains (losses) on fuel derivatives | $ | 236 | $ | (332 | ) | ||
Realized losses on fuel derivatives, net | (283 | ) | (244 | ) | |||
Losses on fuel derivatives, net | $ | (47 | ) | $ | (576 | ) |
• | The translation of our EAA segment operations to our U.S. dollar reporting currency results in decreases in reported U.S. dollar revenues and expenses if the U.S. dollar strengthens against these foreign currencies and increases in reported U.S. dollar revenues and expenses if the U.S. dollar weakens against these foreign currencies. |
• | Our North America segment operations have a U.S. dollar functional currency but also have revenue and expense transactions in currencies other than the U.S. dollar. If the U.S. dollar strengthens against these other currencies, it reduces the U.S. dollar revenues and expenses. If the U.S. dollar weakens against these other currencies, it increases the U.S. dollar revenues and expenses. |
• | Our EAA segment operations have euro, sterling and Australian dollar functional currencies but also have revenue and expense transactions in currencies other than their functional currency. If their functional currency strengthens against these other currencies, it reduces the functional currency revenues and expenses. If the functional currency weakens against these other currencies, it increases the functional currency revenues and expenses. |
Years Ended November 30, | |||||||||||||||||||
2016 | 2016 Constant Dollar | 2015 | 2015 Constant Dollar | 2014 | |||||||||||||||
Passenger ticket revenues | $ | 12,090 | $ | 12,305 | $ | 11,601 | $ | 12,316 | $ | 11,889 | |||||||||
Onboard and other revenues | 4,068 | 4,114 | 3,887 | 4,052 | 3,780 | ||||||||||||||
Gross cruise revenues | 16,158 | 16,419 | 15,488 | 16,368 | 15,669 | ||||||||||||||
Less cruise costs | |||||||||||||||||||
Commissions, transportation and other | (2,240 | ) | (2,280 | ) | (2,161 | ) | (2,324 | ) | (2,299 | ) | |||||||||
Onboard and other | (553 | ) | (560 | ) | (526 | ) | (549 | ) | (519 | ) | |||||||||
(2,793 | ) | (2,840 | ) | (2,687 | ) | (2,873 | ) | (2,818 | ) | ||||||||||
Net passenger ticket revenues | 9,850 | 10,025 | 9,440 | 9,992 | 9,590 | ||||||||||||||
Net onboard and other revenues | 3,515 | 3,554 | 3,361 | 3,503 | 3,261 | ||||||||||||||
Net cruise revenues | $ | 13,365 | $ | 13,579 | $ | 12,801 | $ | 13,495 | $ | 12,851 | |||||||||
ALBDs | 80,002,092 | 80,002,092 | 77,307,323 | 77,307,323 | 75,999,952 | ||||||||||||||
Gross revenue yields | $ | 201.97 | $ | 205.23 | $ | 200.34 | $ | 211.73 | $ | 206.17 | |||||||||
% increase (decrease) vs. prior year | 0.8 | % | 2.4 | % | (2.8 | )% | 2.7 | % | |||||||||||
Net revenue yields | $ | 167.06 | $ | 169.74 | $ | 165.58 | $ | 174.57 | $ | 169.09 | |||||||||
% increase (decrease) vs. prior year | 0.9 | % | 2.5 | % | (2.1 | )% | 3.2 | % | |||||||||||
Net passenger ticket revenue yields | $ | 123.11 | $ | 125.31 | $ | 122.11 | $ | 129.25 | $ | 126.18 | |||||||||
% increase (decrease) vs. prior year | 0.8 | % | 2.6 | % | (3.2 | )% | 2.4 | % | |||||||||||
Net onboard and other revenue yields | $ | 43.95 | $ | 44.43 | $ | 43.48 | $ | 45.32 | $ | 42.90 | |||||||||
% increase vs. prior year | 1.1 | % | 2.2 | % | 1.3 | % | 5.6 | % |
Years Ended November 30, | |||||||||||||||||||
2016 | 2016 Constant Currency | 2015 | 2015 Constant Currency | 2014 | |||||||||||||||
Net passenger ticket revenues | $ | 9,850 | $ | 10,210 | $ | 9,440 | 10,123 | 9,590 | |||||||||||
Net onboard and other revenues | 3,515 | 3,557 | 3,361 | 3,513 | 3,261 | ||||||||||||||
Net cruise revenues | $ | 13,365 | $ | 13,767 | $ | 12,801 | $ | 13,636 | $ | 12,851 | |||||||||
ALBDs | 80,002,092 | 80,002,092 | 77,307,323 | 77,307,323 | 75,999,952 | ||||||||||||||
Net revenue yields | $ | 167.06 | $ | 172.08 | $ | 165.58 | 176.39 | 169.09 | |||||||||||
% increase (decrease) vs. prior year | 0.9 | % | 3.9 | % | (2.1 | )% | 4.3 | % | |||||||||||
Net passenger ticket revenue yields | $ | 123.11 | $ | 127.62 | $ | 122.11 | 130.94 | 126.18 | |||||||||||
% increase (decrease) vs. prior year | 0.8 | % | 4.5 | % | (3.2 | )% | 3.8 | % | |||||||||||
Net onboard and other revenue yields | $ | 43.95 | $ | 44.46 | $ | 43.48 | 45.45 | 42.90 | |||||||||||
% increase vs. prior year | 1.1 | % | 2.3 | % | 1.3 | % | 5.9 | % |
Years Ended November 30, | |||||||||||||||||||
2016 | 2016 Constant Dollar | 2015 | 2015 Constant Dollar | 2014 | |||||||||||||||
Cruise operating expenses | $ | 9,231 | $ | 9,366 | $ | 9,292 | $ | 9,767 | $ | 10,261 | |||||||||
Cruise selling and administrative expenses | 2,188 | 2,216 | 2,058 | 2,168 | 2,046 | ||||||||||||||
Gross cruise costs | 11,419 | 11,582 | 11,350 | 11,935 | 12,307 | ||||||||||||||
Less cruise costs included above | |||||||||||||||||||
Commissions, transportation and other | (2,240 | ) | (2,280 | ) | (2,161 | ) | (2,324 | ) | (2,299 | ) | |||||||||
Onboard and other | (553 | ) | (560 | ) | (526 | ) | (549 | ) | (519 | ) | |||||||||
Restructuring expenses | (2 | ) | (2 | ) | (25 | ) | (30 | ) | (18 | ) | |||||||||
Gain on ship sale | 2 | 2 | 8 | 8 | (2 | ) | |||||||||||||
Other | (41 | ) | (41 | ) | — | — | — | ||||||||||||
Net cruise costs | 8,585 | 8,701 | 8,646 | 9,040 | 9,469 | ||||||||||||||
Less fuel | (915 | ) | (915 | ) | (1,249 | ) | (1,249 | ) | (2,033 | ) | |||||||||
Net cruise costs excluding fuel | $ | 7,670 | $ | 7,786 | $ | 7,397 | $ | 7,791 | $ | 7,436 | |||||||||
ALBDs | 80,002,092 | 80,002,092 | 77,307,323 | 77,307,323 | 75,999,952 | ||||||||||||||
Gross cruise costs per ALBD | $ | 142.73 | $ | 144.78 | $ | 146.81 | $ | 154.39 | $ | 161.93 | |||||||||
% decrease vs. prior year | (2.8 | )% | (1.4 | )% | (9.3 | )% | (4.7 | )% | |||||||||||
Net cruise costs excluding fuel per ALBD | $ | 95.87 | $ | 97.34 | $ | 95.68 | $ | 100.78 | $ | 97.84 | |||||||||
% increase (decrease) vs. prior year | 0.2 | % | 1.7 | % | (2.2 | )% | 3.0 | % |
Years Ended November 30, | |||||||||||||||||||
2016 | 2016 Constant Currency | 2015 | 2015 Constant Currency | 2014 | |||||||||||||||
Net cruise costs excluding fuel | $ | 7,670 | $ | 7,777 | $ | 7,397 | $ | 7,828 | $ | 7,436 | |||||||||
ALBDs | 80,002,092 | 80,002,092 | 77,307,323 | 77,307,323 | 75,999,952 | ||||||||||||||
Net cruise costs excluding fuel per ALBD | $ | 95.87 | $ | 97.21 | $ | 95.68 | $ | 101.26 | $ | 97.84 | |||||||||
% increase (decrease) vs. prior year | 0.2 | % | 1.6 | % | (2.2 | )% | 3.5 | % |
Years Ended November 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net income | |||||||||||
U.S. GAAP net income | $ | 2,779 | $ | 1,757 | $ | 1,216 | |||||
Unrealized (gains) losses on fuel derivatives, net | (236 | ) | 332 | 268 | |||||||
Restructuring expenses | 2 | 25 | 18 | ||||||||
(Gains) losses on ship sales and ship impairments, net | (2 | ) | (8 | ) | 2 | ||||||
Other | 37 | — | — | ||||||||
Adjusted net income | $ | 2,580 | $ | 2,106 | $ | 1,504 | |||||
Weighted-average shares outstanding | 747 | 779 | 778 | ||||||||
Earnings per share | |||||||||||
U.S. GAAP earnings per share | $ | 3.72 | $ | 2.26 | $ | 1.56 | |||||
Unrealized (gains) losses on fuel derivatives, net | (0.32 | ) | 0.42 | 0.35 | |||||||
Restructuring expenses | — | 0.03 | 0.02 | ||||||||
(Gains) losses on ship sales and ship impairments, net | — | (0.01 | ) | — | |||||||
Other | 0.05 | — | — | ||||||||
Adjusted earnings per share | $ | 3.45 | $ | 2.70 | $ | 1.93 | |||||
• | $446 million - 3.5% capacity increase in ALBDs |
• | $519 million - 3.9% increase in constant currency net revenue yields |
• | $205 million - 1.7% capacity increase in ALBDs |
• | $86 million - slight increase in occupancy |
• | $185 million - higher onboard spending by our guests |
• | $65 million - 1.7% capacity increase in ALBDs |
• | $27 million - slight increase in occupancy |
• | $132 million - 2.0 percentage point increase in occupancy |
• | $26 million - net increase in cruise ticket revenue, driven primarily by price improvements in Alaskan and Caribbean itineraries, mostly offset by unfavorable foreign currency transactional impacts |
• | $110 million - higher onboard spending by our guests |
• | $49 million - 2.0 percentage point increase in occupancy |
• | $715 million - 2015 foreign currency translational impact |
• | $58 million - 1.2 percentage point decrease in occupancy |
• | $205 million - 4.1% capacity increases in ALBDs |
• | $135 million - increase in cruise ticket revenue, driven primarily by price improvements in Mediterranean and North European itineraries and favorable foreign currency transactional impacts |
• | $51 million - higher onboard spending by our guests |
• | $45 million - 4.1% capacity increase in ALBDs |
• | $776 million - lower fuel prices |
• | $475 million - 2015 foreign currency translational impact |
• | $53 million - nonrecurrence of impairment charges incurred in 2014 related to Grand Celebration and Grand Holiday |
• | $43 million - lower fuel consumption per ALBD |
• | $20 million - gain on a litigation settlement |
• | $176 million - 1.7% capacity increase in ALBDs |
• | $106 million - higher dry-dock expenses as a result of higher number of dry-dock days |
• | $37 million - nonrecurrence of a gain from the sale of Costa Voyager in 2014 |
• | $28 million - slight increase in occupancy |
• | $47 million - various other operating expenses, net, partially offset by favorable currency translational impacts |
• | $503 million - lower fuel prices |
• | $41 million decreases in commissions, transportation and other related expenses |
• | $25 million - lower fuel consumption per ALBD |
• | $19 million - gain on a litigation settlement |
• | $30 million - various other operating expenses, net, which included favorable foreign currency transactional impacts |
• | $58 million - higher dry-dock expenses as a result of higher number of dry-dock days |
• | $43 million - 2.0 percentage point increase in occupancy |
• | $476 million - 2015 foreign currency translational impact |
• | $273 million - lower fuel prices |
• | $53 million - nonrecurrence of impairment charges incurred in 2014 related to Grand Celebration and Grand Holiday |
• | $159 million - 4.1% capacity increase in ALBDs |
• | $49 million - higher dry-dock expenses as a result of higher number of dry-dock days |
• | $37 million - nonrecurrence of a gain from the sale of Costa Voyager recognized in 2014 |
• | $26 million - increases in commissions, transportation and other related expenses |
• | $59 million - various other operating expenses, net, which included unfavorable foreign currency transactional impacts |
Year Ended November 30, | |||||||
2015 | 2014 | ||||||
Unrealized losses on fuel derivatives, net | $ | (332 | ) | $ | (268 | ) | |
Realized losses on fuel derivatives, net | (244 | ) | (3 | ) | |||
Losses on fuel derivatives, net | $ | (576 | ) | $ | (271 | ) |
• | $695 million - 2015 foreign currency translational impact |
• | $141 million - 2015 foreign currency transactional impact |
• | $565 million - 4.3% increase in constant currency net revenue yields |
• | $221 million - 1.7% capacity increase in ALBDs |
• | $395 million - 2015 foreign currency translational impact |
• | $37 million - 2015 foreign currency transactional impact |
• | $265 million - 3.5% increase in constant currency net cruise costs excluding fuel per ALBD |
• | $128 million - 1.7% capacity increase in ALBDs |
• | $106 million - higher dry dock expenses as a result of higher number of dry-dock days |
• | $88 million - higher selling, general and administrative expenses |
• | $776 million - lower fuel prices |
• | $43 million - lower fuel consumption per ALBD |
• | Current customer deposits - These deposits represent the passenger revenues already collected for cruises departing over the next twelve months and, accordingly, are substantially more like deferred revenue balances rather than actual current cash liabilities. |
• | Current debt obligations - We continue to generate significant cash from operations and have a strong balance sheet. This strong balance sheet provides us with the ability to refinance our current debt obligations before, or as they become due, in most financial credit market environments. We also have our revolving credit facilities available to provide long-term rollover financing. |
• | Therefore, we believe we will continue to have working capital deficits for the foreseeable future. |
November 30, | |||||||
2016 | 2015 | ||||||
Working capital (deficit) | $ | (5,383 | ) | $ | (4,505 | ) | |
Less: | |||||||
Current customer deposits | (3,522 | ) | (3,272 | ) | |||
Current debt obligations | (1,097 | ) | (1,374 | ) | |||
$ | (764 | ) | $ | 141 |
• | Our expenditures for capital projects, of which $1.9 billion was spent on our ongoing new shipbuilding program, principally for AIDAprima, Carnival Vista, Holland America Line's Koningsdam and Seabourn Encore |
• | Capital expenditures of $793 million for ship improvements and replacements and $365 million for information technology, buildings and improvements and other assets |
• | Payment of $291 million of fuel derivative settlements |
• | Our expenditures for capital projects, of which $981 million was spent on our ongoing new shipbuilding program, primarily for P&O Cruises (UK)'s Britannia |
• | Capital expenditures of $1.0 billion for ship improvements and replacements and $301 million for information technology, buildings and improvements and other assets |
• | Payment of $219 million of fuel derivative settlements |
• | $1.5 billion was spent on our ongoing new shipbuilding program, substantially for Regal Princess and Costa Diadema |
• | Capital expenditures of $754 million for ship improvements and replacements and $305 million for information technology, buildings and improvements, and other assets |
• | Borrowed $447 million of short-term borrowings, net of repayments, in connection with our availability of, and needs for, cash at various times throughout the period |
• | Repaid $1.3 billion of long-term debt |
• | Issued $555 million of euro-denominated publicly-traded notes, which net proceeds were used for general corporate purposes |
• | Borrowed $987 million of long-term debt |
• | Paid cash dividends of $977 million |
• | Purchased $2.3 billion of shares of Carnival Corporation common stock and $35 million of Carnival plc ordinary shares in open market transactions under our Repurchase Program |
• | Repaid a net $633 million of short-term borrowings in connection with our availability of, and needs for, cash at various times throughout the year |
• | Repaid $1.2 billion of long-term debt, including early repayment of $225 million under an export credit facility |
• | Issued $1.3 billion of publicly-traded notes, which net proceeds were used for generally corporate purposes |
• | Borrowed $697 million of long-term debt |
• | Paid cash dividends of $816 million |
• | Purchased $276 million of shares of Carnival Corporation common stock in open market transactions under our Repurchase Program |
• | Purchased $257 million and sold $264 million of treasury stock under our Stock Swap program |
• | Borrowed a net $617 million of short-term borrowings in connection with our availability of, and needs for, cash at various times throughout the year |
• | Repaid $2.5 billion of long-term debt, including early repayments of $839 million of three bank loans and $590 million of two export credit facilities |
• | Borrowed $1.6 billion of new long-term debt |
• | Paid cash dividends of $776 million |
Payments Due by | |||||||||||||||||||||||||||
2017 | 2018 | 2019 | 2020 | 2021 | Thereafter | Total | |||||||||||||||||||||
Recorded Contractual Cash Obligations | |||||||||||||||||||||||||||
Short-term borrowings | $ | 457 | $ | 457 | |||||||||||||||||||||||
Long-term debt (a) | 640 | $ | 2,071 | $ | 1,595 | $ | 1,303 | $ | 1,082 | $ | 2,306 | 8,997 | |||||||||||||||
Other long-term liabilities reflected on the balance sheet (b) | — | 221 | 219 | 64 | 56 | 183 | 743 | ||||||||||||||||||||
Unrecorded Contractual Cash Obligations | |||||||||||||||||||||||||||
Shipbuilding (c) | 1,360 | 2,587 | 3,449 | 3,311 | 2,429 | 1,636 | 14,772 | ||||||||||||||||||||
Operating leases (c) | 47 | 42 | 38 | 36 | 30 | 198 | 391 | ||||||||||||||||||||
Port facilities and other (c) | 228 | 195 | 117 | 108 | 102 | 875 | 1,625 | ||||||||||||||||||||
Purchase obligations (d) | 220 | — | — | — | — | — | 220 | ||||||||||||||||||||
Fixed rate interest payments (e) | 161 | 138 | 121 | 103 | 69 | 248 | 840 | ||||||||||||||||||||
Floating rate interest payments (e) | 41 | 41 | 34 | 30 | 28 | 56 | 230 | ||||||||||||||||||||
Total Contractual Cash Obligations | $ | 3,154 | $ | 5,295 | $ | 5,573 | $ | 4,955 | $ | 3,796 | $ | 5,502 | $ | 28,275 |
(a) | Our long-term debt has a weighted-average maturity of 3.8 years. See Note 6 - “Unsecured Debt” in the consolidated financial statements for additional information regarding these debt obligations. |
(b) | Represents cash outflows for certain of our long-term liabilities that could be reasonably estimated. The primary outflows are for estimates of our compensation plans’ obligations, crew and guest claims, uncertain income tax position liabilities and certain deferred income taxes. Customer deposits and certain other deferred income taxes have been excluded from the table because they do not require a cash settlement in the future. |
(c) | Our shipbuilding contractual obligations are legal commitments and, accordingly, cannot be canceled without cause by the shipyards or us, and such cancellation will subject the defaulting party to significant contractual liquidating damage payments. See Note 7 - “Commitments” in the consolidated financial statements for additional information regarding our contractual cash obligations. |
(d) | Represents legally-binding commitments, with remaining terms of less than one year, to purchase inventory and other goods and services made in the normal course of business to meet operational requirements. |
(e) | Fixed rate interest payments represent cash outflows for fixed interest payments, including interest swapped from a floating rate to a fixed rate. Floating rate interest payments represent forecasted cash outflows for interest payments on floating rate debt. |
2017 | 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||||||||
Total capital expenditures | $ | 3.0 | $ | 3.6 | $ | 4.5 | $ | 4.4 | $ | 3.5 | $ | 2.7 |
2017 | 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||
Capacity increase (a) | 2.9 | % | 2.7 | % | 5.4 | % | 7.9 | % | 6.9 | % | 3.3 | % |
(a) | These percentage increases exclude unannounced future ship orders, acquisitions, retirements, charters or sales. |
2017 | 2018 | 2019 | 2020 | |||||||||||||
Availability of committed future financing | $ | 477 | $ | 1,861 | $ | 2,450 | $ | 548 |
• | $0.34 per share on an annualized basis for 2017 |
• | $0.04 per share for the first quarter of 2017. |
November 30, | |||||||
2016 | 2015 | ||||||
U.S. dollar to euro | $ | 1.06 | $ | 1.06 | |||
U.S. dollar to sterling | $ | 1.24 | $ | 1.50 | |||
U.S. dollar to Australian dollar | $ | 0.75 | $ | 0.72 |
Entered Into | Matures in | Weighted-Average Floor Rate | Weighted- Average Ceiling Rate | ||||||||
Majestic Princess | 2015 | March 2017 | $ | 1.07 | $ | 1.25 | |||||
Carnival Horizon | 2016 | March 2018 | $ | 1.02 | $ | 1.25 | |||||
Seabourn Ovation | 2016 | April 2018 | $ | 1.02 | $ | 1.25 | |||||
Holland America Nieuw Statendam | 2016 | November 2018 | $ | 1.05 | $ | 1.25 |
November 30, 2016 | ||
Fixed rate | 28 | % |
Euro fixed rate | 35 | % |
Floating rate | 14 | % |
Euro floating rate | 23 | % |
Years Ended November 30, | ||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
(dollars in millions, except per share, per ton and currency data) | ||||||||||||||||||||
Statements of Income Data | ||||||||||||||||||||
Revenues | $ | 16,389 | $ | 15,714 | $ | 15,884 | $ | 15,456 | $ | 15,382 | ||||||||||
Operating income | $ | 3,071 | $ | 2,574 | $ | 1,772 | $ | 1,329 | $ | 1,629 | ||||||||||
Net income | $ | 2,779 | $ | 1,757 | $ | 1,216 | $ | 1,055 | $ | 1,285 | ||||||||||
Earnings per share | ||||||||||||||||||||
Basic | $ | 3.73 | $ | 2.26 | $ | 1.57 | $ | 1.36 | $ | 1.66 | ||||||||||
Diluted | $ | 3.72 | $ | 2.26 | $ | 1.56 | $ | 1.36 | $ | 1.65 | ||||||||||
Adjusted net income (a) | $ | 2,580 | $ | 2,106 | $ | 1,504 | $ | 1,209 | $ | 1,501 | ||||||||||
Adjusted earnings per share - diluted (a) | $ | 3.45 | $ | 2.70 | $ | 1.93 | $ | 1.55 | $ | 1.92 | ||||||||||
Dividends declared per share | $ | 1.35 | $ | 1.10 | $ | 1.00 | $ | 1.00 | $ | 1.50 | (b) | |||||||||
Statements of Cash Flow Data | ||||||||||||||||||||
Cash provided by operating activities | $ | 5,134 | $ | 4,545 | $ | 3,430 | $ | 2,834 | $ | 2,999 | ||||||||||
Cash used in investing activities | $ | 3,323 | $ | 2,478 | $ | 2,507 | $ | 2,056 | $ | 1,772 | (c) | |||||||||
Capital expenditures | $ | 3,062 | $ | 2,294 | $ | 2,583 | $ | 2,149 | $ | 2,332 | ||||||||||
Cash used in financing activities | $ | 2,591 | $ | 942 | $ | 1,028 | $ | 780 | $ | 1,190 | ||||||||||
Dividends paid | $ | 977 | $ | 816 | $ | 776 | $ | 1,164 | $ | 779 | ||||||||||
Statistical Data | ||||||||||||||||||||
ALBDs (in thousands) | 80,002 | 77,307 | 76,000 | 74,033 | 71,976 | |||||||||||||||
Occupancy percentage | 105.9 | % | 104.8 | % | 104.1 | % | 105.1 | % | 105.5 | % | ||||||||||
Passengers carried (in thousands) | 11,522 | 10,837 | 10,566 | 10,061 | 9,829 | |||||||||||||||
Fuel consumption in metric tons (in thousands) | 3,233 | 3,181 | 3,194 | 3,266 | 3,354 | |||||||||||||||
Fuel consumption in metric tons per thousand ALBDs | 40.4 | 41.2 | 42.0 | 44.1 | 46.6 | |||||||||||||||
Fuel cost per metric ton consumed | $ | 283 | $ | 393 | $ | 636 | $ | 676 | $ | 710 | ||||||||||
Currencies | ||||||||||||||||||||
U.S. dollar to Euro | $ | 1.11 | $ | 1.12 | $ | 1.34 | $ | 1.32 | $ | 1.28 | ||||||||||
U.S. dollar to Sterling | $ | 1.37 | $ | 1.54 | $ | 1.66 | $ | 1.56 | $ | 1.58 | ||||||||||
U.S. dollar to Australian dollar | $ | 0.74 | $ | 0.76 | $ | 0.91 | $ | 0.98 | $ | 1.03 | ||||||||||
As of November 30, | ||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Balance Sheet and Other Data | ||||||||||||||||||||
Total assets | $ | 38,936 | $ | 39,237 | $ | 39,448 | $ | 40,042 | $ | 39,126 | ||||||||||
Total debt | $ | 9,454 | $ | 8,787 | $ | 9,088 | $ | 9,560 | $ | 8,902 | ||||||||||
Total shareholders’ equity | $ | 22,597 | $ | 23,771 | $ | 24,204 | $ | 24,492 | $ | 23,889 | ||||||||||
Total debt to capital (d) | 29.5 | % | 27.0 | % | 27.3 | % | 28.1 | % | 27.1 | % |
(a) | Adjusted net income and adjusted fully diluted earnings per share were computed as follows (in millions, except for per share data): |
Years Ended November 30, | ||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
Net income | ||||||||||||||||||||
U.S. GAAP net income | $ | 2,779 | $ | 1,757 | $ | 1,216 | $ | 1,055 | $ | 1,285 | ||||||||||
Unrealized (gains) losses on fuel derivatives, net | (236 | ) | 332 | 268 | (36 | ) | (6 | ) | ||||||||||||
Restructuring expenses | 2 | 25 | 18 | — | — | |||||||||||||||
(Gains) losses on ship sales and ship impairments, net (i) | (2 | ) | (8 | ) | 2 | 163 | 49 | (ii) | ||||||||||||
Goodwill, trademark and other impairment charges (i) | — | — | — | 27 | 173 | (iii) | ||||||||||||||
Other | 37 | — | — | — | — | |||||||||||||||
Adjusted net income | $ | 2,580 | $ | 2,106 | $ | 1,504 | $ | 1,209 | $ | 1,501 | ||||||||||
Weighted-average shares outstanding | 747 | 779 | 778 | 777 | 779 | |||||||||||||||
Earnings per share | ||||||||||||||||||||
U.S. GAAP earnings per share | $ | 3.72 | $ | 2.26 | $ | 1.56 | $ | 1.36 | $ | 1.65 | ||||||||||
Unrealized losses (gains) on fuel derivatives, net | (0.32 | ) | 0.42 | 0.35 | (0.05 | ) | (0.01 | ) | ||||||||||||
Restructuring expenses | — | 0.03 | 0.02 | — | — | |||||||||||||||
(Gains) losses on ship sales and ship impairments, net (i) | — | (0.01 | ) | — | 0.21 | 0.06 | (ii) | |||||||||||||
Goodwill, trademark and other impairment charges (i) | — | — | — | 0.03 | 0.22 | (iii) | ||||||||||||||
Other | 0.05 | — | — | — | — | |||||||||||||||
Adjusted earnings per share (i) | $ | 3.45 | $ | 2.70 | $ | 1.93 | $ | 1.55 | $ | 1.92 |
(i). | See “Key Performance Non-GAAP Financial Indicators” for further discussion of the (gains) losses on ship sales and ship impairments, net and goodwill, trademark and other impairment charges for the years ended November 30, 2016, 2015, and 2014. |
(ii). | Represents impairment charges of $34 million for Costa Allegra and $23 million for two Seabourn ships, partially offset by an $8 million gain on the sale of Pacific Sun. |
(iii). | Represents impairment charges related to Ibero’s goodwill and trademarks. |
Carnival Corporation | Carnival plc | ||||||||||||||||||||||
Per Share | Per Ordinary Share | Per ADS | |||||||||||||||||||||
High | Low | High | Low | High | Low | ||||||||||||||||||
2016 | |||||||||||||||||||||||
Fourth Quarter | $ | 53.27 | $ | 44.11 | £ | 41.77 | £ | 32.98 | $ | 52.77 | $ | 44.60 | |||||||||||
Third Quarter | $ | 50.00 | $ | 42.94 | £ | 37.13 | £ | 30.75 | $ | 52.20 | $ | 43.45 | |||||||||||
Second Quarter | $ | 53.21 | $ | 45.74 | £ | 38.14 | £ | 33.27 | $ | 54.56 | $ | 47.42 | |||||||||||
First Quarter | $ | 55.77 | $ | 40.52 | £ | 39.55 | £ | 29.17 | $ | 58.08 | $ | 42.45 | |||||||||||
2015 | |||||||||||||||||||||||
Fourth Quarter | $ | 54.59 | $ | 47.42 | £ | 36.38 | £ | 32.33 | $ | 56.28 | $ | 49.23 | |||||||||||
Third Quarter | $ | 54.05 | $ | 44.72 | £ | 35.76 | £ | 29.74 | $ | 55.81 | $ | 47.08 | |||||||||||
Second Quarter | $ | 49.21 | $ | 43.10 | £ | 33.81 | £ | 28.90 | $ | 50.10 | $ | 44.04 | |||||||||||
First Quarter | $ | 47.44 | $ | 41.86 | £ | 31.53 | £ | 26.74 | $ | 47.23 | $ | 42.03 |
Assumes $100 Invested on November 30, 2011 Assumes Dividends Reinvested Years Ended November 30, | |||||||||||||||||||||||
2011 | 2012 | 2013 | 2014 | 2015 | 2016 | ||||||||||||||||||
Carnival Corporation Common Stock | $ | 100 | $ | 120 | $ | 117 | $ | 147 | $ | 172 | $ | 179 | |||||||||||
Dow Jones Recreational Index | $ | 100 | $ | 127 | $ | 147 | $ | 195 | $ | 216 | $ | 211 | |||||||||||
FTSE 100 Index | $ | 100 | $ | 114 | $ | 137 | $ | 135 | $ | 128 | $ | 118 | |||||||||||
S&P 500 Index | $ | 100 | $ | 116 | $ | 151 | $ | 177 | $ | 182 | $ | 196 |
Assumes $100 Invested on November 30, 2011 Assumes Dividends Reinvested Years Ended November 30, | |||||||||||||||||||||||
2011 | 2012 | 2013 | 2014 | 2015 | 2016 | ||||||||||||||||||
Carnival plc ADS | $ | 100 | $ | 121 | $ | 114 | $ | 141 | $ | 170 | $ | 171 | |||||||||||
Dow Jones Recreational Index | $ | 100 | $ | 127 | $ | 147 | $ | 195 | $ | 216 | $ | 211 | |||||||||||
FTSE 100 Index | $ | 100 | $ | 114 | $ | 137 | $ | 135 | $ | 128 | $ | 118 | |||||||||||
S&P 500 Index | $ | 100 | $ | 116 | $ | 151 | $ | 177 | $ | 182 | $ | 196 |
Quarters Ended | |||||||||||||||
February 29 | May 31 | August 31 | November 30 | ||||||||||||
Revenues | $ | 3,651 | $ | 3,705 | $ | 5,097 | $ | 3,935 | |||||||
Operating income | $ | 434 | $ | 478 | $ | 1,562 | $ | 597 | |||||||
Net income | $ | 142 | $ | 605 | $ | 1,424 | $ | 609 | |||||||
Earnings per share | |||||||||||||||
Basic | $ | 0.18 | $ | 0.81 | $ | 1.93 | $ | 0.84 | |||||||
Diluted | $ | 0.18 | $ | 0.80 | $ | 1.93 | $ | 0.83 | |||||||
Adjusted net income (a) | $ | 301 | $ | 370 | $ | 1,417 | $ | 491 | |||||||
Adjusted earnings per share - diluted (a) | $ | 0.39 | $ | 0.49 | $ | 1.92 | $ | 0.67 | |||||||
Dividends declared per share | $ | 0.30 | $ | 0.35 | $ | 0.35 | $ | 0.35 |
Quarters Ended | |||||||||||||||
February 29 | May 31 | August 31 | November 30 | ||||||||||||
Net income | |||||||||||||||
U.S. GAAP net income | $ | 142 | $ | 605 | $ | 1,424 | $ | 609 | |||||||
Unrealized losses (gains) on fuel derivatives, net | 145 | (242 | ) | (25 | ) | (115 | ) | ||||||||
Gain on ship sale | (2 | ) | — | — | — | ||||||||||
Restructuring expenses | — | 2 | — | — | |||||||||||
Other | 16 | 5 | 18 | (3 | ) | ||||||||||
Adjusted net income | $ | 301 | $ | 370 | $ | 1,417 | $ | 491 | |||||||
Weighted-average shares outstanding | 769 | 753 | 739 | 729 | |||||||||||
Earnings per share | |||||||||||||||
U.S. GAAP earnings per share | $ | 0.18 | $ | 0.80 | $ | 1.93 | $ | 0.83 | |||||||
Unrealized losses (gains) on fuel derivatives, net | 0.19 | (0.32 | ) | (0.03 | ) | (0.16 | ) | ||||||||
Gain on ship sale | — | — | — | — | |||||||||||
Restructuring expenses | — | — | — | — | |||||||||||
Other | 0.02 | 0.01 | 0.02 | — | |||||||||||
Adjusted earnings per share | $ | 0.39 | $ | 0.49 | $ | 1.92 | $ | 0.67 |
Quarters Ended | |||||||||||||||
February 28 | May 31 | August 31 | November 30 | ||||||||||||
Revenues | $ | 3,531 | $ | 3,590 | $ | 4,883 | $ | 3,711 | |||||||
Operating income | $ | 266 | $ | 289 | $ | 1,510 | $ | 510 | |||||||
Net income | $ | 49 | $ | 222 | $ | 1,216 | $ | 270 | |||||||
Earnings per share | |||||||||||||||
Basic | $ | 0.06 | $ | 0.29 | $ | 1.56 | $ | 0.35 | |||||||
Diluted | $ | 0.06 | $ | 0.29 | $ | 1.56 | $ | 0.35 | |||||||
Adjusted net income (a) | $ | 159 | $ | 193 | $ | 1,365 | $ | 389 | |||||||
Adjusted earnings per share - diluted (a) | $ | 0.20 | $ | 0.25 | $ | 1.75 | $ | 0.50 | |||||||
Dividends declared per share | $ | 0.25 | $ | 0.25 | $ | 0.30 | $ | 0.30 |
Quarters Ended | |||||||||||||||
February 28 | May 31 | August 31 | November 30 | ||||||||||||
Net income | |||||||||||||||
U.S. GAAP net (loss) income | $ | 49 | $ | 222 | $ | 1,216 | $ | 270 | |||||||
Restructuring expenses | — | 7 | 14 | 4 | |||||||||||
Gain on ship sale | (2 | ) | (2 | ) | (2 | ) | (2 | ) | |||||||
Unrealized losses (gains) on fuel derivatives, net | 112 | (34 | ) | 137 | 117 | ||||||||||
Adjusted net income | $ | 159 | $ | 193 | $ | 1,365 | $ | 389 | |||||||
Weighted-average shares outstanding | 779 | 780 | 781 | 777 | |||||||||||
Earnings per share | |||||||||||||||
U.S. GAAP earnings per share | $ | 0.06 | $ | 0.29 | $ | 1.56 | $ | 0.35 | |||||||
Restructuring expenses | — | 0.01 | 0.02 | — | |||||||||||
Unrealized losses (gains) on fuel derivatives, net | 0.14 | (0.05 | ) | 0.17 | 0.15 | ||||||||||
Adjusted earnings per share | $ | 0.20 | $ | 0.25 | $ | 1.75 | $ | 0.50 |
Name of Subsidiary | Jurisdiction of Incorporation or Organization |
A.C.N. 098 290 834 Pty. Ltd. | Australia |
A.J. Juneau Dock, LLC | Alaska |
APVS S.r.L. | Italy |
AIDAkundecenter GmbH (f/k/a Call4Cruise GmbH) | Germany |
Air-Sea Holiday GmbH | Switzerland |
Alaska Hotel Properties LLC | Delaware |
Barcelona Cruise Terminal S.L.U. | Spain |
Bay Island Cruise Port, S.A. | Honduras |
Belize Cruise Terminal Limited | Belize |
Carnival (UK) Limited | UK |
Carnival Bahamas FC Limited | Bahamas |
Carnival Bahamas Holding Limited | Bahamas |
Carnival Celebration, Inc. | Texas |
Carnival Corporation Hong King Limited | Hong Kong |
Carnival Corporation Korea Ltd. | Korea |
Carnival Corporation & plc Asia (Hong Kong) Limited | Hong Kong |
Carnival Corporation & plc Asia Pte. Ltd. | Singapore |
Carnival FC B.V. | Netherlands |
Carnival Grand Bahama Investments Limited | Bahamas |
Carnival Investments Limited | Bahamas |
Carnival Japan, Inc. | Japan |
Carnival Licensing Holdings Limited | Bahamas |
Carnival Maritime GmbH | Germany |
Carnival North America LLC | Florida |
Carnival Ports Inc. | Florida |
Carnival Support Services India Private Limited (f/k/a Fleet Maritime Services (India) Private Limited) | India |
Carnival Technical Services Inc. | Japan |
CCL Gifts, LLC | Florida |
CC U.S. Ventures, Inc. | Delaware |
C.F.G. Cruise & Ferry Group Srl | Italy |
Chantier Naval de Marseille SAS | France |
Costa Crociere PTE Ltd | Singapore |
Costa Crociere S.p.A. | Italy |
Costa Cruceros S.A. | Argentina |
Costa Cruise Lines (UK) Ltd. | UK |
Costa Cruise Lines Inc. (f/k/a Costa Cruise Lines N.V.) | Florida |
Costa Cruises Shipping Services (Shanghai) Company Limited | China |
Name of Subsidiary | Jurisdiction of Incorporation or Organization |
Costa Cruises Travel Agency (Shanghai) Co., Ltd. | China |
Costa Cruzeiros Agencia Maritima e Turismo Ltda. | Brazil |
Costa Group Digital & Strategic Services GmbH | Germany |
Costa International B.V. | Netherlands |
Costa Kreuzfahrten GmbH | Switzerland |
Costamed Ship Services S.r.L. | Italy |
Cozumel Cruise Terminal, S.A. de C.V. | Mexico |
Cruiseport Curacao C.V. | Curacao |
Cruise Ships Catering & Services International N.V. | Curacao |
Cruise Shipping Services Limited | Bahamas |
Cruise Terminal Services S.A. de C.V. | Mexico |
Cunard Celtic Limited | Hong Kong |
DR Cruise Port, Ltd. | Bahamas |
Ecospray Technologies SrL | Italy |
F.P.M. SAS | French Polynesia |
F.P.P. SAS | French Polynesia |
Fathom Travel Ltd. | UK |
Finpax S.r.L. | Italy |
Fleet Maritime Services (Bermuda) Limited | Bermuda |
Fleet Maritime Services Holdings (Bermuda) Ltd. | Bermuda |
Fleet Maritime Services International Limited | Bermuda |
GEO S.p.A. (f/k/a Promo Net S.p.A.) | Italy |
Gibs, Inc. | Delaware |
Global Fine Arts, Inc. | Florida |
Global Shipping Service (Shanghai) Co., Ltd. | China |
Grand Bahama Ship Yard Limited | Bahamas |
Grand Cruise Shipping Unipessoal L.d.A. | Portugal (Madeira) |
Grand Cruises Investments Unipessoal LDA | Portugal (Madeira) |
Grand Turk Cruise Center Ltd. | Turks & Caicos |
GXI, LLC | Delaware |
HAL Antillen N.V. | Curacao |
HAL Beheer B.V. | Netherlands |
HAL Cruises Limited | Bahamas |
HAL Maritime Ltd. | British Virgin Islands |
HAL Nederland N.V. | Curacao |
HAL Properties Limited | Bahamas |
HAL Services B.V. | Netherlands |
HCC Hanseatic Cruise Centers GmbH | Germany |
Holding Division Iberocruceros SLU | Spain |
Holland America Line Inc. | Washington |
Holland America Line Paymaster of Washington, LLC | Washington |
Holland America Line U.S.A., Inc. | Delaware |
Holland America Line N.V. | Curacao |
Name of Subsidiary | Jurisdiction of Incorporation or Organization |
HSE Hamburg School of Entertainment GmbH | Germany |
Ibero Cruzeiros Ltda | Brazil |
Iberocruceros SLU | Spain |
Information Assistance Corporation | Bermuda |
International Cruise Services, S.A. de C.V. | Mexico |
International Leisure Travel Inc. | Panama |
International Maritime Recruitment Agency, S.A. de C.V. | Mexico |
Ketchikan Dock Company, LLC | Alaska |
Marseille Provence Cruise Terminal SAS | France |
Milestone N.V. | Curacao |
Navitrans B.V. | Netherlands |
Operadora Catalina S.r.L. | Dominican Republic |
P&O Princess American Holdings | UK |
P&O Princess Cruises International Limited | UK |
P&O Princess Cruises Pension Trustee Limited | UK |
P&O Properties California Inc. | California |
P&O Princess Purchasing Limited | UK |
P&O Travel Limited | UK |
Prestige Cruises Management S.A.M. | Monaco |
Prestige Cruises N.V. | Curacao |
Princess Bermuda Holdings, Ltd. | Bermuda |
Princess Cays Ltd. | Bahamas |
Princess Cruise Lines, Ltd. | Bermuda |
Princess Cruises and Tours, Inc. | Delaware |
Princess Cruise Corporation, Inc. | Panama |
Princess U.S. Holdings, Inc. | California |
RCT Maintenance & Related Services S.A. | Honduras |
RCT Pilots & Related Services, S.A. | Honduras |
RCT Security & Related Services S.A. | Honduras |
Roatan Cruise Terminal S.A. de C.V. | Honduras |
Roma Cruise Terminal S.p.L. | Italy |
Royal Hyway Tours Inc. | Alaska |
Seabourn Cruise Lines Ltd. | Bermuda |
SeaVacations Limited | UK |
SeaVacations UK Limited | UK |
Shanghai Coast Cruise Consulting Co. Lda | China |
Ship Care (Bahamas) Limited | Bahamas |
Sitmar Cruises Inc. | Panama |
Societa per il Nuovo Deposito Franco Darsena del porto di Genova S.r.L. | Italy |
Southwark 2013 Ltd. | Isle of Man |
Spanish Cruise Services N.V. | Curacao |
Stazioni Maritime S.p.A. | Italy |
Sunshine Shipping Corporation Ltd. | Bermuda |
Name of Subsidiary | Jurisdiction of Incorporation or Organization |
Terminal Napoli S.p.A. | Italy |
Tour Alaska, LLC | Delaware |
Transnational Services Corporation | Panama |
Trident Insurance Company Ltd. | Bermuda |
Trieste Adriatic Maritime Initiatives S.r.L. | Italy |
Venezia Investimenti S.r.L. | Italy |
Venezia Terminal Passeggeri S.p.A. | Italy |
Welcome Travel Group S.p.A. | Italy |
Westmark Hotels of Canada Ltd. | British Columbia Canada |
Westmark Hotels, Inc. | Alaska |
Westours Motor Coaches LLC | Alaska |
Wind Surf Ltd. | Bahamas |
CARNIVAL CORPORATION | CARNIVAL PLC | |
/s/ Micky Arison | /s/ Micky Arison | |
Micky Arison | Micky Arison | |
Chairman of the Board of Directors | Chairman of the Board of Directors | |
/s/ Sir Jonathon Band | /s/ Sir Jonathon Band | |
Sir Jonathon Band | Sir Jonathon Band | |
Director | Director | |
/s/ Helen Deeble | /s/ Helen Deeble | |
Helen Deeble | Helen Deeble | |
Director | Director | |
/s/ Richard J. Glasier | /s/ Richard J. Glasier | |
Richard J. Glasier | Richard J. Glasier | |
Director | Director | |
/s/ Debra Kelly-Ennis | /s/ Debra Kelly-Ennis | |
Debra Kelly-Ennis | Debra Kelly-Ennis | |
Director | Director | |
/s/ Sir John Parker | /s/ Sir John Parker | |
Sir John Parker | Sir John Parker | |
Director | Director | |
/s/ Stuart Subotnick | /s/ Stuart Subotnick | |
Stuart Subotnick | Stuart Subotnick | |
Director | Director | |
/s/ Laura Weil | /s/ Laura Weil | |
Laura Weil | Laura Weil | |
Director | Director | |
/s/ Randall J. Weisenburger | /s/ Randall J. Weisenburger | |
Randall J. Weisenburger | Randall J. Weisenburger | |
Director | Director |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Carnival Corporation. |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Carnival Corporation. |
7!E("]!;FYO=" O4W5B='EP92 O3&EN:R O4F5C
M="!;,3(T+C4@-34U+C(U.#(P,S$R-2 R,C 7!E("],:6YK("]296-T(%LQ-#@N-2 R-S N,C4X,C S,3(U
M(#(R,2XS.# X-3DS-S4@,CB P(%1,( I"5" O1C$@,3 N,# @5&8@150*
M,"!4<@HO1U,P(&=S"C @5'<@,"!48R Q,# @5'H@,"!43" *," P(#$@4D<*
M+T=3,"!G