Carnival Cruises 2012 Annual Report Download - page 95

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Table of Contents
Revenues by geographic areas, which are based on where our guests are sourced and not the cruise brands on which they sailed, were as follows (in millions):
Years Ended November 30,
2012 2011 2010
North America $7,952 $7,835 $7,467
Europe 5,367 5,961 5,574
Australia and Asia 1,506 1,528 1,063
Others 557 469 365
$15,382 $15,793 $14,469
NOTE 13 – Compensation Plans
Equity Plans
We issue our share-based compensation awards under the Carnival Corporation and Carnival plc stock plans, which have an aggregate of 30.3 million shares
available for future grant at November 30, 2012. These plans allow us to issue restricted stock awards (“RSAs”), restricted stock units (“RSUs”),
performance-based share (“PBS”) awards and stock options (collectively “equity awards”). Equity awards are principally granted to management level
employees and members of our Boards of Directors. The plans are administered by a committee of our independent directors (the “Committee”) that determines
which employees are eligible to participate, the monetary value or number of shares for which equity awards are to be granted and the amounts that may be
exercised or sold within a specified term. These plans allow us to fulfill our equity award obligations using shares purchased in the open market or with
unissued or treasury shares. Certain equity awards provide for accelerated vesting if we have a change in control, as defined.
Our total share-based compensation expense was $39 million, $46 million and $43 million in 2012, 2011 and 2010, respectively, of which $36 million, $42
million and $40 million has been included in selling and administrative expenses and $3 million, $4 million and $3 million in cruise payroll and related
expenses in 2012, 2011 and 2010, respectively.
RSAs/RSUs and PBS Awards
RSAs generally have the same rights as Carnival Corporation common stock, except for transfer restrictions and forfeiture provisions. RSAs have been
granted to certain officers and non-executive board members and either have three or five-year cliff vesting or vest evenly over five years after the grant date. In
addition, Carnival Corporation and Carnival plc grant RSUs that vest evenly over five years or at the end of three or five years after the grant date and accrue
forfeitable dividend equivalents on each outstanding RSU, in the form of additional RSUs, based on dividends declared. The share-based compensation
expense associated with RSAs/RSUs is based on the quoted market price of the Carnival Corporation or Carnival plc shares on the date of grant, and is
amortized to expense using the straight-line method from the grant date through the earlier of the vesting date or the estimated retirement eligibility date.
In 2012 and 2011, the Committee approved PBS awards to be granted to certain key Carnival Corporation & plc executives. The share-based compensation
expense associated with these PBS awards is based on the quoted market price of the Carnival Corporation or Carnival plc shares on the date of grant and the
probability of our earnings per share growth over a three-year period being achieved. These PBS awards provide an opportunity to earn from zero to 200% of
the number of target shares underlying the award achieved at the end of the third year. The PBS awards will accrue forfeitable dividend equivalents based on
dividends declared.
During the year ended November 30, 2012, RSA/RSU and PBS activity was as follows:
RSAs/RSUs PBSs
Shares
Weighted-Average
Grant Date Fair
Value Shares
Weighted-Average
Grant Date Fair
Value
Outstanding at November 30, 2011 3,625,966 $33.70 116,992 $ 45.12
Granted 1,411,296 $30.34 223,531 $31.03
Vested (1,887,063) $27.51 (22,279) $31.90
Forfeited (88,316) $36.33 (4,537) $ 41.16
Outstanding at November 30, 2012 3,061,883 $35.89 313,707 $36.08
The total grant date fair value of RSAs/ RSUs vested was $52 million, $53 million and $28 million in 2012, 2011 and 2010, respectively. As of
November 30, 2012, there was $39 million of total unrecognized compensation cost related to RSAs/RSUs and PBSs. As of November 30, 2012, the total
unrecognized compensation costs related to RSAs/RSUs and PBSs are expected to be recognized over a weighted-average period of 1.7 years and 2.4 years,
respectively.
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