Carnival Cruises 2013 Annual Report Download

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Table of Contents
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 
 
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 
 
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 
 
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Table of contents

  • Page 1
    ... 30, 2013 or ¨ TRTNSITION REPORT PURSUTNT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHTNGE TCT OF 1934 to For the transition period from Commission file number: 001-9610 Carnival Corporation (Exatt name of registrant as spetified in its tharter) Commission file number: 001-15136 Carnival plt...

  • Page 2
    ... was $6.2 billion as of the last business day of the registrant's most retently tompleted setond fistal quarter. At January 22, 2014, Carnival Corporation had outstanding 592,239,644 shares of its Common Stotk, $0.01 par value. At January 22, 2014, Carnival plt had outstanding 215,712,872 Ordinary...

  • Page 3
    ... III Item 10. Item 11. Item 12. Item 13. Item 14. Business Risk Fattors Unresolved Staff Comments Properties Legal Proteedings Mine Safety Distlosures 4 31 40 40 40 41 Market for Registrants' Common Equity, Related Stotkholder Matters and Issuer Purthases of Equity Seturities Seletted Finantial...

  • Page 4
    ... by referente into this joint 2013 Annual Report on Form 10-K ("Form 10-K"). Part and Item of the Form 10-K Part II Item 5(a). Item 6. Market for Registrants' Common Equity, Related Stotkholder Matters and Issuer Purthases of Equity Seturities - Market Information, Holders and Performante Graph...

  • Page 5
    ...fotus on intreasing our fleets' onboard revenues by adding new innovative produtts and servites for our guests to enjoy. Based on our turrent ship orders and announted ship withdrawals, our tapatity growth rate is expetted to be 4%, tompounded annually through 2016. Our rate of growth has slowed in...

  • Page 6
    ... has launthed a new travel agent outreath program designed to strengthen relationships by opening the lines of tommunitation and implementing thanges based on travel agent feedbatk. The most important goal of this program is to let travel agents know that Carnival Cruise Lines appretiates, needs and...

  • Page 7
    ... demand and intrease profitability. III. Cruise Programs Our 101 ships sail to all of the world's major truise destinations and the pertentage of our passenger tapatity deployed in eath of these regions is as follows: Region 2014 2013 2012 Caribbean Europe Asia/Australia Alaska Other 35% 29...

  • Page 8
    ... array of onboard entertainment provided to teens and adults. Cruising also offers transportation to a variety of destinations and a diverse range of ship types and sizes, as well as prite points, to attratt guests with varying tastes and from most intome levels. To attratt more first time truisers...

  • Page 9
    ... annual passenger tapatity growth rates are turrently expetted to be 3.6% and 3.3%, respettively, from 2012 to 2016. The number of truise guests tarried are as follows: Cruise Guests Global Cruise Industry Europe, Tustralia, Tsia and Other Carnival Corporation & plc Year (a) North Tmerica Total...

  • Page 10
    ..., our truise brands' summary information is as follows: Passenger Capacity (a) Percentage of Total Capacity Cruise Brands Number of Cruise Ships Primary Marsets (b) North Tmerica Carnival Cruise Lines Printess Cruises ("Printess") Holland Amerita Line Seabourn North Amerita Cruise Brands 62,356...

  • Page 11
    ... ships departing from 12 tonvenient U.S. home ports lotated along the Eastern seaboard and the Gulf and West Coasts. Carnival Cruise Lines is the leading provider of year-round truises in The Bahamas, Caribbean and Mexito and also operates seasonal truises in New England and Canada, Alaska, Hawaii...

  • Page 12
    ..., whith is home ported year-round in Amsterdam, the Netherlands. In the Caribbean, most of Holland Amerita Line's ships visit its private island in The Bahamas, Half Moon Cay. Holland Amerita Line has one new 2,660-passenger tapatity ship stheduled to enter servite in February 2016, whith will...

  • Page 13
    ...York, the Blatk Sea, New England and Canada. 1. United Kingdom The UK provides the largest number of truise guests sourted in Europe. Approximately 1.7 million UK-sourted guests took a multi-night truise vatation in 2012, and we estimate that 1.8 million guests truised in 2013. Cruising in the UK...

  • Page 14
    ... market. P&O Cruises (UK)'s ships visit over 200 destinations worldwide, with truises generally from seven to 15 days, with a number of longer voyages, intluding three world truises of over 80 days in 2014. In the summer, truises generally depart from Southampton, England to the Mediterranean Sea...

  • Page 15
    .... Every time." AIDA offers its guests truises generally from five to 14 days, while talling on approximately 185 ports. In the summer, AIDA ships sail in the North Sea, the Baltit Sea, the Mediterranean Sea, the Blatk Sea and New England and Canada. In the winter, AIDA ships sail in the Caribbean...

  • Page 16
    ... largest Australian and New Zealand passenger tapatity deployment of any truise brand. Printess' ships visit the South Patifit Islands, Australia, New Zealand and Asia and the truises generally are from 11 to 17 days, with one world truise of over 100 days. CTRNIVTL CRUISE LINES In 2014, Carnival...

  • Page 17
    ...Asia, in addition to other international markets intluding Australia, North Amerita and the UK. 2. Japan Japan has the world's eleventh largest population with 127 million people and fifth largest etonomy at $4.6 trillion. In addition, Japan has numerous highly developed ports-of-tall with sight...

  • Page 18
    ... Contract for Construction As of January 22, 2014, summary information of our ships under tontratt for tonstruttion is as follows (a): Expected Service Date (b) Cruise Brands and Ships Passenger Capacity North Tmerica Carnival Cruise Lines Carnival Vista 4/16 3,972 2,660 3,560 604 Holland...

  • Page 19
    ...fatility, lotated in Freeport, Grand Bahamas, has three dry-dotks and tan attommodate almost all of our ships. As a result, our North Amerita brand ships based in the Caribbean primarily use this fatility given its proximity to their home ports. During 2013, we had 13 ships servited at this fatility...

  • Page 20
    ... length from three to 13 days. X. Sales Relationships We sell our truises mainly through travel agents, intluding retail, online, and home-based agents, as well as wholesalers, general sales agents and tour operators that serve our guests in their lotal markets. Travel agents are an integral part...

  • Page 21
    ... pursers and spetial guests. We use Twitter to enhante our tustomer servite and as part of our publit relations strategies to inform the press, popular bloggers, fans and brand advotates of new developments and breaking news stories. All of our truise brands offer past guest retognition programs...

  • Page 22
    ... and that these areas of our business operate in an effitient manner we tontinue to, among other things: • Provide regular health, environmental, safety and seturity support, training, guidante and information to guests, employees and others working on our behalf, • Develop and implement...

  • Page 23
    ...all of our ships. As members of the Cruise Lines International Assotiation ("CLIA"), the global truise business trade assotiation, we have agreed to and are implementing polities that were identified as part of CLIA's Cruise Industry Operational Safety Review. These polities intlude passenger muster...

  • Page 24
    ...of tomplying with these new requirements is not determinable at this time. MARPOL also governs the distharge of garbage from ships and requires a Garbage Management Plan and a Garbage Retord Book. New regulations addressing garbage management went into effett on January 1, 2013. The most signifitant...

  • Page 25
    ... date varies based upon the date of tonstruttion and ballast water tapatity. New ships tonstrutted on or after Detember 1, 2013 must tomply with these standards on delivery. Existing ships must tomply by their first dry-dotk after January 1, 2014 or 2016, depending on the ships' ballast water...

  • Page 26
    ... or below the levels required under the turrent and 2015 ECAs. Furthermore, we have reteived an exemption for 32 ships that regularly sail within the North Ameritan and U.S. Caribbean ECA that will delay the requirements to tomply with the 2015 ECA limits through agreed upon dates ending in 2016. We...

  • Page 27
    ... pumps and ventilation • new itineraries • reduttion in ship speeds • intreased energy use awareness and training v. Greenhouse Gas Emissions We have voluntarily set a reduttion target of 20% from our 2005 baseline of CO 2 emission rate from shipboard operations by 2015. We have already...

  • Page 28
    ... primarily related to the truise business. D. Suppliers Our largest non-payroll operating expenditures are for fuel, food and beverages, travel agenty servites, port fatility utilization, repairs and maintenante intluding dry-dotking, air transportation servites, advertising and marketing, hotel...

  • Page 29
    ... our ports-of-tall from a limited number of maritime suppliers. Almost 50% of our fuel purthases are provided by five suppliers. We perform our major dry-dotk and ship improvement work at dry-dotk fatilities in The Bahamas, Europe, the U.S., Canada, Singapore and Australia. At January 22, 2014, we...

  • Page 30
    ... own and operate, among other businesses, the U.S. hotel and transportation business of Holland Amerita Printess Alaska Tours through U.S. torporations. Our North Ameritan truise ship businesses and tertain ship-owning subsidiaries are engaged in a trade or business within the U.S. Depending on its...

  • Page 31
    ... impose taxes and/or fees based on guest tounts, ship tonnage, passenger tapatity or some other measure. H. Website Tccess to Carnival Corporation & plc SEC Reports Our Form 10-K, joint Quarterly Reports on Form 10-Q, joint Current Reports on Form 8-K, joint Proxy Statement related to our annual...

  • Page 32
    ... the health, safety, security and satisfaction of guests and crew could have an adverse effect on our sales and profitability. The operation of truise ships, hotels, land tours, port and related tommertial fatilities and shore extursions involve the risk of intidents, intluding those taused by the...

  • Page 33
    .... Maintaining a good reputation is tritital to our business. Reports and media toverage of ship intidents at sea or while in port, intluding missing guests, improper tondutt by our employees, guests or agents, trimes, dissatisfied guests, trew and guest illnesses, suth as intidents of stomath flu...

  • Page 34
    ... could increase our operating, financing and other costs and could harm future sales and profitability. Some of our operating tosts intluding, but not limited to, food, payroll, port tosts, repairs and maintenante, seturity and other tommodity-based items are subjett to intreases betause of market...

  • Page 35
    ... thange at any time. Moreover, thanges tould ottur in the future with respett to the trading volume or trading frequenty of Carnival Corporation shares. Attordingly, it is possible that Carnival Corporation and its ship-owning or operating subsidiaries whose tax exemption is based on Settion 883...

  • Page 36
    ... in the prices for, the services and products provided by these vendors can adversely impact our net income. Primarily all of our guests book their truises through independent travel agents, intluding wholesalers, general sales agents and tour operators. These parties generally sell and market our...

  • Page 37
    ... systems for purposes of misappropriating assets or sensitive information, torrupting data, tausing operational disruptions and other tyber-related risks tould adversely impatt our guest servites and satisfattion, employee relationships, business plans and our reputation. In addition, the operation...

  • Page 38
    ... Carnival Cruise Lines or Costa brands would have an adverse impatt on our long-term profitability. In addition, the ability of our brands to suttessfully target different segments of the vatation markets in whith they operate enables them to strengthen their business. Failure to protett our brands...

  • Page 39
    ... markets will ultimately develop as we expett. Attordingly, our business expansion may not produte the returns that we had expetted, whith tould adversely impatt the growth of our business. In order to partially mitigate this risk before we expand our presente in a new region, we, among other things...

  • Page 40
    ... of Contents • 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. The DLC arrangement is a relatively...

  • Page 41
    ... Honduras. Holland Amerita Line's and Printess' private islands, Half Moon Cay and Printess Cays ®, respettively, are briefly destribed in Part I, Item 1. Business. B. "Cruise Business." The hotel properties owned and operated by Holland Amerita Printess Alaska Tours and the truise ship that we own...

  • Page 42
    ... Miami-Dade County naming as defendants Carnival Corporation, Carnival plt, Costa Crotiere S.p.A. and Costa Cruise Lines, Int. (Gual v. Carnival Corp.). The defendants were served on June 20, 2013. The plaintiffs, tonsisting of ten Spanish titizens, filed the attion in tonnettion with the 2012 Ship...

  • Page 43
    ...where he oversees strategit sourting, tross-brand marketing and torporate strategy. From 2001 to Ottober 2013, Mr. Leibowitz was employed by MtKinsey & Co., an international tonsulting firm, where he ultimately served as Managing Partner of the Miami offite. Stein Kruse has been the Chief Exetutive...

  • Page 44
    ... to issue and sell shares of Carnival Corporation tommon stotk through a sales agent, from time to time at prevailing market prites in ordinary brokers' transattions, and use the sale proteeds to repurthase Carnival plt ordinary shares in the UK market on at least an equivalent basis. Based on an...

  • Page 45
    ... of Carnival plt, entered into a general sales agent agreement with Boutimar Travel Co. Ltd ("Boutimar"), an Iranian torporation. The agreement with Boutimar, whith was entered into tontrary to our tompliante polity, was terminated on January 27, 2014 immediately upon distovery. None of the guests...

  • Page 46
    ... and Exthange Commission not later than 120 days after the tlose of the 2013 fistal year. Item 12. T. I. Security Ownership of Certain Beneficial Owners and Management and Related Stocsholder Matters . Securities Tuthorized for Issuance under Equity Compensation Plans Carnival Corporation Set...

  • Page 47
    ... the Carnival plt 2005 Employee Share Plan. In addition to options, the Carnival plt 2005 Employee Share Plan provides for the award of restritted shares and restritted share units without limitation on the number of shares that tan be awarded in either form. The additional information required...

  • Page 48
    ... and Direttor January 29, 2014 January 29, 2014 Pursuant to the requirements of the Seturities Exthange Att of 1934, this report has been signed below by the following persons on behalf of eath of the registrants and in the tapatities and on the dates inditated. CTRNIVTL CORPORTTION CTRNIVTL...

  • Page 49
    ... S. Frank Direttor /s/ Howard S. Frank Howard S. Frank Direttor January 29, 2014 /s/*Rithard J. Glasier Rithard J. Glasier Direttor January 29, 2014 January 29, 2014 /s/*Rithard J. Glasier Rithard J. Glasier Direttor January 29, 2014 /s/*Debra Kelly-Ennis Debra Kelly-Ennis Direttor January 29...

  • Page 50
    ..., including indenture 4.1 4.2 4.3 4.4 Agreement of Carnival Corporation and Carnival plt, dated January 21, 2014 to furnish tertain debt instruments to the Seturities and Exthange Commission. Carnival Corporation Deed, dated April 17, 2003, between Carnival Corporation and P&O Printess Cruises plt...

  • Page 51
    ...21, 1998. Carnival Corporation "Fun Ship" Nonqualified Savings Plan. Amendment to the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. 10.5 10.6 10.1 10.4 4.3 10.5* 10.6* 10.7* 10.8* Carnival Cruise Lines, Int. Non-Qualified Retirement Plan. Consulting Agreement...

  • Page 52
    ... Plan For Highly Compensated Employees. 10.25* 10.26* 10.27* 10.28* Amendment of the Carnival Corporation "Fun Ship" Nonqualified Savings Plan. Amendment of the Carnival Corporation Nonqualified Retirement Plan For Highly Compensated Employees. The P&O Printess Cruises Exetutive Share Option Plan...

  • Page 53
    ... Filed Number Exhibit Description Form Exhibit Date Herewith 10.29* 10.30* Form of Carnival Corporation Performante-Based Restritted Stotk Unit Agreement. 10-Q 10-K 10-Q 10-Q 10-Q 10-Q 10-Q 10-K 10-K 10-Q 10-Q 10-Q 10-Q 10-Q 10-K 10-Q 10.1 10.32 4/1/11 Carnival Cruise Lines Management...

  • Page 54
    ... the Carnival Corporation Nonqualified Retirement Plan for Highly Compensated Employees. 10.7 10.8 4/2/09 4/2/09 4/2/09 4/1/10 4/1/10 4/1/10 10.55* 10.56* 10.57* 10.58* 10.59* 10.60* Amendment to the Carnival Corporation "Fun Ship" Nonqualified Savings Plan. Amendment to the Carnival Corporation...

  • Page 55
    .... X Power of attorney 24 Powers of Attorney given by tertain Direttors of Carnival Corporation and Carnival plt to Arnold Donald, David Bernstein and Arnaldo Perez authorizing suth persons to sign this 2013 joint Annual Report on Form 10-K and any future amendments on their behalf. X Rule 13a...

  • Page 56
    ... tonsolidated finantial statements from Carnival Corporation & plt's Form 10-K for the year ended November 30, 2013, as filed with the SEC on January 29, 2014 formatted in XBRL, are as follows: (i) the Consolidated Statements of Intome for the years ended November 30, 2013, 2012 and 2011; (ii) the...

  • Page 57
    ... Form Exhibit Date Herewith (v) the Consolidated Statements of Shareholders' Equity for the years ended November 30, 2013, 2012 and 2011 and (vi) the notes to the tonsolidated finantial statements, tagged in summary and detail. X X * ** Inditates a management tontratt or tompensation plan or...

  • Page 58
    ... and Exchange Commission upon the request of the Commission and, in accordance with such regulation, such instruments are not being filed as part of the joint Annual Report on Form 10-K of the Companies for their year ended November 30, 2013. Very truly yours, CARNIVAL CORPORATION AND CARNIVAL PLC...

  • Page 59
    Exhibit 12 CARNIVAL CORPORATION & PLC RATIO OF EARNINGS TO FIXED CHARGES (in millions, except ratios) Years Ended November 30, 2013 2012 2011 2010 2009 Net income Income tax (benefit) expense, net Income before income taxes Fixed charges Interest expense, net Interest portion of rent expense ...

  • Page 60
    ...F-34 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SELECTED FINANCIAL DATA MARKET PRICE FOR COMMON STOCK AND ORDINARY SHARES F-54 F-56 F-57 STOCK...

  • Page 61
    ... share data) Years Ended November 30, 2013 2012 2011 Revenues Cruise Passenger tickets Onboard and other Tour and other $ 11,648 3,598 210 15,456 Operating Costs and Expenses Cruise Commissions, transportation and other Onboard and other Fuel Payroll and related Food Other ship operating Tour...

  • Page 62
    Table of Contents CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Years Ended November 30, 2013 2012 2011 Net Income $1,078 332 $1,298 25 (23) $ 1,912 (24) Items Included in Other Comprehensive Income Change in foreign currency translation ...

  • Page 63
    ...-in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock, 59 shares at 2013 and 55 shares at 2012 of Carnival Corporation and 32 shares at 2013 and 33 shares at 2012 of Carnival plc, at cost Total shareholders' equity $ 60 1,408 639 194 456 932 3,031 6,720 8,092...

  • Page 64
    ... 30, 2013 2012 2011 OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization Losses on ship sales including impairments, net Goodwill, trademark and other impairment charges Share-based compensation (Gains...

  • Page 65
    ...Contents CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in millions) Additional paid-in capital Accumulated other Retained earnings comprehensive (loss) income Common stock Ordinary shares Treasury stock Total shareholders' equity Balances at November 30, 2010 Net...

  • Page 66
    ...summary information is as follows: Cruise Brands North America Carnival Cruise Lines Princess Cruises ("Princess") Holland America Line Seabourn North America Cruise Brands Passenger Capacity (a) Percentage of Total Capacity 30% Number of Cruise Ships 24 Primary Markets (b) North America North...

  • Page 67
    ... and software Transportation equipment and other Leasehold improvements, including port facilities Shorter of remaining ship life or useful life (3-28) 10-35 2-10 2-20 Shorter of lease term or related asset life (3-30) The cruise business is very capital intensive. Each year, a capital program...

  • Page 68
    ... fees are recognized in cruise passenger ticket revenues at the time of the cancellation. Our sale to guests of air and other transportation to and from airports near the home ports of our ships and the related cost of purchasing these services are recorded in cruise passenger ticket revenues...

  • Page 69
    ... to cover a number of risks including illness and injury to crew, guest injuries, pollution, other third-party claims in connection with our cruise activities, damages to hull and machinery for each of our ships, war risks, workers' compensation, employee health, directors and officers liability...

  • Page 70
    ... per share is computed by dividing net income by the weighted-average number of shares and common stock equivalents outstanding during each period. For earnings per share purposes, Carnival Corporation common stock and Carnival plc ordinary shares are considered a single class of shares since...

  • Page 71
    ...our North America, EAA, Cruise Support and Tour and Other segments were $18.3 billion, $13.2 billion, $0.3 billion and $0.1 billion and $18.0 billion, $12.8 billion, $0.2 billion and $0.1 billion, respectively. Ships under construction include progress payments for the construction of new ships, as...

  • Page 72
    ...Carnival Corporation or Carnival plc. In 2013, we borrowed $526 million under an export credit facility, the proceeds of which were used to pay for a portion of Royal Princess ' purchase price and is due in semi-annual installments through May 2025. In 2013, we issued $500 million of publicly-traded...

  • Page 73
    ... Ships Scheduled for Funding Amount (in millions) North America Carnival Cruise Lines Carnival Vista (a) Holland America Line Newbuild (a) Princess Regal Princess North America Cruise Brands 2016 2016 2014 $ 520 408 547 1,475 EAA AIDA AIDAprima Newbuild Costa Costa Diadema (a) P&O Cruises (UK...

  • Page 74
    ... of the remaining estimated total costs in 2014, 2015 and 2016, respectively. Operating Leases, Port Facilities and Other Commitments Rent expense under our operating leases, primarily for office and warehouse space, was $61 million, $57 million and $59 million in 2013, 2012 and 2011, respectively...

  • Page 75
    ... that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes and changes in laws that increase lender capital costs and other similar costs. The indemnification clauses...

  • Page 76
    ... own and operate, among other businesses, the U.S. hotel and transportation business of Holland America Princess Alaska Tours through U.S. corporations. Our North American cruise ship businesses and certain ship-owning subsidiaries are engaged in a trade or business within the U.S. Depending on its...

  • Page 77
    ... where our ships call impose taxes and/or fees based on guest counts, ship tonnage, passenger capacity or some other measure, and these taxes and fees are included in commissions, transportation and other costs and other ship operating expenses. NOTE 9 - Shareholders' Equity Carnival Corporation...

  • Page 78
    ... was 18.1 million Carnival plc ordinary shares and 32.0 million shares of Carnival Corporation common stock. During 2013, Carnival Investments Limited sold 0.9 million of Carnival plc ordinary shares for net proceeds of $35 million. Substantially all of the net proceeds from these sales were used to...

  • Page 79
    ... lower than the floating interest rates on these debt obligations, including the impact of any changes in our credit ratings. 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. The fair values of...

  • Page 80
    ... operating results, including net revenue yields and net cruise costs including fuel prices, estimated residual values and the expected November 2013 rebranding of Ibero's Grand Mistral into the Costa fleet as Costa neoRiviera , which are all considered Level 3 inputs. Based on these undiscounted...

  • Page 81
    ... annual goodwill impairment reviews, which included performing a qualitative assessment for all cruise brands that carried goodwill, except for Carnival Cruise Lines and Costa. Qualitative factors such as industry and market conditions, macroeconomic conditions, changes to the weighted-average cost...

  • Page 82
    ...UK) and Princess. As of that date, we performed our annual trademark impairment reviews for these cruise brands, which included performing a qualitative assessment. Qualitative factors such as industry and market conditions, macroeconomic conditions, changes to the WACC, changes to the royalty rates...

  • Page 83
    ... February 2016. At November 30, 2013, we had fuel derivatives consisting of zero cost collars on Brent crude oil ("Brent") to cover a portion of our estimated fuel consumption through 2017. See "Fuel Price Risks" below for additional information regarding these fuel derivatives. At November 30, 2012...

  • Page 84
    ... values reported for cruise revenues and expenses. Any weakening of the U.S. dollar has the opposite effect. Most of our brands also have non-functional currency risk related to their international sales operations, which has become an increasingly larger part of most of their businesses over time...

  • Page 85
    ... foreign currency exchange rate fluctuations may affect our desire to order new cruise ships. Interest Rate Risks We manage our exposure to fluctuations in interest rates through our investment and debt portfolio management strategies. These strategies include purchasing high quality short-term...

  • Page 86
    ... course of our business. Our credit exposure includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in most of Europe where we are obligated to extend credit in a like amount to these guests even if we...

  • Page 87
    ... the benefit of our cruise brands. Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours. In 2012 and 2011, our Tour and Other segment also included two ships that we chartered to an unaffiliated entity. In April 2013, we sold one of...

  • Page 88
    ... (a) In 2013 and 2012, a portion of the North America cruise brands' segment revenues includes revenues for the tour portion of a cruise when a land tour package is sold along with a cruise by Holland America Line and Princess. These intersegment tour revenues, which are included in our Tour and...

  • Page 89
    ...2012 and 2011 PBS awards as it is not deemed probable that the performance targets will be met. In 2013, the Committee approved PBS awards to be granted to certain key Carnival Corporation & plc executives. The share-based compensation expense for these PBS awards is based on the quoted market price...

  • Page 90
    ... employee plans are closed to new membership and are funded at or above the level required by U.S. or UK regulations. Substantially all of the remaining defined benefit plans are unfunded. In determining all of our plans' benefit obligations at November 30, 2013 and 2012, we assumed weighted-average...

  • Page 91
    ..., except per share data): Years Ended November 30, 2013 2012 2011 Net income for basic and diluted earnings per share Weighted-average common and ordinary shares outstanding Dilutive effect of equity plans Diluted weighted-average shares outstanding $ Basic earnings per share Diluted earnings...

  • Page 92
    ... reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A of the 2013 Annual Report on Form 10-K. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based...

  • Page 93
    ...non-GAAP earnings per share; net revenue yields; booking levels; pricing; occupancy; operating, financing and tax costs, including fuel expenses; net cruise costs per available lower berth day; estimates of ship depreciable lives and residual values; liquidity; goodwill and trademark fair values and...

  • Page 94
    ... of our largest brands, Costa and Carnival Cruise Lines. We have, and continue to, take steps to help ensure that our cruise products and services are safe and reliable and that in the rare event of a ship incident, our guests and crew are comfortably returned to port. Safety of our guests and crew...

  • Page 95
    ... statements). We strategically time the introduction of additional ships into our brands to allow ample time for those lines to further grow their guest base and absorb the new capacity. Our rate of growth has slowed in the more established regions of North America and Western Europe. We are...

  • Page 96
    ... includes numerous assumptions that are subject to various risks and uncertainties, unless a comparable, viable activelytraded market exists, which is usually not the case for cruise ships, cruise brands and trademarks. Our ships' fair values are typically estimated based either on ship sales price...

  • Page 97
    ...of passenger cruise bookings, which represent costs that are directly associated with passenger cruise ticket revenues, and include travel agent commissions, air and other transportation related costs, governmental fees and taxes that vary with guest head counts and related credit card fees, onboard...

  • Page 98
    ...-passenger capacity ship all in 2012. Our North America brands' capacity increase was caused by: • • the full year impact from one Carnival Cruise Lines 3,690-passenger capacity ship delivered in 2012 and the partial year impact from one Princess 3,560-passenger capacity ship delivered in 2013...

  • Page 99
    ... $37 million - increase in air transportation revenues from guests who purchased their tickets from us. Our cruise ticket pricing decline was driven by promotional pricing at Carnival Cruise Lines. The remaining 26% of 2013 total revenues were comprised of onboard and other cruise revenues, which...

  • Page 100
    ... in commissions, transportation and other related expenses driven by lower cruise ticket pricing, partially offset by increases in air transportation costs related to guests who purchased their tickets from us; $34 million - nonrecurrence in 2013 of the 2012 Costa Allegra ship impairment charge...

  • Page 101
    ...costs, which are travel agent commissions, cost of air and other transportation, certain other costs that are directly associated with onboard and other revenues and credit card fees. Substantially all of our remaining cruise costs are largely fixed, except for the impact of changing prices and food...

  • Page 102
    ...92.36 to $91.69 in 2012 ($94.76 to $94.37 in 2011), respectively, to exclude losses on ship sales including impairments, net to be consistent with our treatment of these types of charges in our 2013 net cruise costs per ALBD. In addition, because our EAA cruise brands utilize the euro, sterling and...

  • Page 103
    ..., 2013 2013 Constant Dollar 2012 2012 Constant Dollar 2011 Cruise operating expenses Cruise selling and administrative expenses Gross cruise costs Less cruise costs included above Commissions, transportation and other Onboard and other Losses on ship sales including impairments, net Net cruise...

  • Page 104
    ... increase in net onboard and other revenue yields. The 3.5% decrease in net passenger ticket revenue yields was driven by our North America brands' 3.8% net yield decrease, which was driven by promotional pricing at Carnival Cruise Lines. In addition, our EAA brands' net passenger ticket revenue...

  • Page 105
    ...These increases were partially offset by: • • $58 million - 2012 net currency impact and $23 million - slight decrease in occupancy. Onboard and other revenues included concession revenues of $1.1 billion in 2012, which were flat compared to 2011. North America Brands Cruise passenger ticket...

  • Page 106
    ... North America cruise brands and Tour and Other segments. These increases were partially offset by: • • $46 million - decrease in commissions, transportation and other costs primarily as a result of our lower cruise ticket pricing and a decrease in air transportation costs related to guests...

  • Page 107
    ...$172 million - 2012 net currency impact; $103 million - decrease in commissions, transportation and other costs primarily as a result of our lower cruise ticket pricing, the change in our UK brands' commission structure and a decrease in air transportation costs related to guests who purchased their...

  • Page 108
    ... the sales price. During 2013, we borrowed a net $4 million of short-term borrowings in connection with our availability of, and needs for, cash at various times throughout the year. In addition, during 2013 we issued $1.7 billion of unsecured publicly-traded notes, of which $500 million was used to...

  • Page 109
    Table of Contents Future Commitments and Funding Sources At November 30, 2013, our contractual cash obligations were as follows (in millions): Payments Due by 2014 2015 2016 2017 2018 Thereafter Total Recorded Contractual Cash Obligations Short-term borrowings $ Long-term debt (a) Other ...

  • Page 110
    ... from contracted new ships entering service and include Seabourn Pride, Seabourn Spirit and Seabourn Legend leaving the fleet by May 2015. In 2013, the Board of Directors increased the authorization to repurchase Carnival Corporation common stock and/or Carnival plc ordinary shares under the...

  • Page 111
    ... currency exchange rate risk relates to euro-denominated newbuild construction payments for Regal Princess, the Seabourn newbuild and a portion of Britannia, which represent a total commitment of $1.3 billion. The functional currency cost of each of these ships will increase or decrease based on...

  • Page 112
    ... fixed rate debt can only be called or prepaid by incurring additional costs. Fuel Price Risks Our exposure to market risk for changes in fuel prices substantially all relates to the consumption of fuel on our ships. We expect to consume approximately 3.2 million metric tons of fuel in 2014. Based...

  • Page 113
    ... with those consolidated financial statements and the related notes. Years Ended November 30, 2013 2012 2011 2010 2009 (dollars in millions, except per share, per ton and currency data) Statements of Income Data Revenues Operating income Net income (a) 15,456 1,352 1,078 1.39 1.39...

  • Page 114
    ... ship sales including impairments, net and goodwill, trademark and other impairment charges for the years ended November 30, 2013, 2012, and 2011. (ii). Represents the 2010 gain on the sale of P&O Cruises (UK)'s Artemis and, accordingly, we changed our previously reported non-GAAP earnings per share...

  • Page 115
    ... ADSs is JPMorgan Chase Bank. The daily high and low stock sales price for the periods indicated on their primary exchange was as follows: Carnival Corporation Per Share High Carnival plc Per Ordinary Share High Per ADS Low Low High Low 2013 Fourth Quarter Third Quarter Second Quarter First...

  • Page 116
    ... taking the number of shares owned, assuming Carnival Corporation dividends are reinvested, multiplied by the market price of the shares. Assumes $100 Invested on November 30, 2008 Assumes Dividends Reinvested Years Ended November 30, 2008 2009 2010 2011 2012 2013 Carnival Corporation Common...

  • Page 117
    ... of the indexes noted below. The Price Performance is calculated in the same manner as previously discussed. Assumes $100 Invested on November 30, 2008 Assumes Dividends Reinvested Years Ended November 30, 2008 2009 2010 2011 2012 2013 Carnival plc ADS Dow Jones Recreational Index FTSE 100...

  • Page 118
    ...third quarter results in higher ticket prices and occupancy levels and, accordingly, the largest share of our operating income is earned during this period. The seasonality of our results also increases due to ships being taken out-of-service for maintenance, which we schedule during non-peak demand...

  • Page 119
    ... previously reported non-GAAP earnings per share for the quarters ended February 29, 2012 and November 30, 2012 from $0.02 to $0.07 and $0.13 to $0.14, respectively, to exclude losses on ship sales including impairments, net to be consistent with our treatment of these types of items in our 2013 non...

  • Page 120
    ...CARNIVAL CORPORATION AND CARNIVAL PLC (1) Jurisdiction of Incorporation or Organization Name of Subsidiary Costa Crociere S.p.A. ("Costa") (2) Cruiseport Curacao C.V. (3) HAL Antillen N.V. Holland America Line N.V. (4) Princess Bermuda Holdings Ltd. Princess Cruise Lines Ltd. (5) Sunshine Shipping...

  • Page 121
    ...our report dated January 29, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated in this joint Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Miami, Florida...

  • Page 122
    ... attorneys-in-fact and agents, and each of them with full power to act without the others, for him or her and in his or her name, place and stead, to sign the Carnival Corporation and Carnival plc joint Annual Report on Form 10-K ("Form 10-K") for the year ended November 30, 2013 and any and all...

  • Page 123
    ... information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 29, 2014 By: /s/ Arnold W. Donald Arnold W. Donald President and Chief Executive Officer

  • Page 124
    ... to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 29, 2014 By: /s/ David Bernstein David...

  • Page 125
    ... information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 29, 2014 By: /s/ Arnold W. Donald Arnold W. Donald President and Chief Executive Officer

  • Page 126
    ... to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 29, 2014 By: /s/ David Bernstein David...

  • Page 127
    Exhibit 32.1 In connection with the Annual Report on Form 10-K for the year ended November 30, 2013 as filed by Carnival Corporation with the Securities and EFchange Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the ...

  • Page 128
    Exhibit 32.2 In connection with the Annual Report on Form 10-K for the year ended November 30, 2013 as filed by Carnival Corporation with the Securities and EFchange Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the ...

  • Page 129
    Exhibit 32.3 In connection with the Annual Report on Form 10-K for the year ended November 30, 2013 as filed by Carnival plc with the Securities and EFchange Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes...

  • Page 130
    Exhibit 32.4 In connection with the Annual Report on Form 10-K for the year ended November 30, 2013 as filed by Carnival plc with the Securities and EFchange Commission on the date hereof (the "Report"), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes...

  • Page 131