Form 10-K Securities and Exchange Commission
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FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 1996 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ________________ Commission file number 1-9610 CARNIVAL CORPORATION (Exact name of registrant as specified in its charter) Republic of Panama 59-1562976 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3655 N.W. 87th Avenue, Miami, Florida 33178-2428 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (305) 599-2600 Securities registered pursuant to Section 12(b) of the Act: Name of exchange on Title of each class which registered Class A Common Stock New York Stock ($.01 par value) Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in any definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]. The aggregate market value of the voting stock held by non-affiliates of the Registrant is approximately $5,250,000,000 based upon the closing market price on February 14, 1997 of a share of Class A Common Stock on the New York Stock Exchange as reported by the Wall Street Journal. At February 14, 1997, the Registrant had outstanding 242,078,952 shares of its Class A Common Stock, $.01 par value and 54,957,142 shares of its Class B Common Stock, $.01 par value. DOCUMENTS INCORPORATED BY REFERENCE The information described below and contained in the Registrant's 1996 annual report to shareholders to be furnished to the Commission pursuant to Rule 14a-3(b) of the Exchange Act is shown in Exhibit 13 and is incorporated by reference into this Form 10-K. Part and Item of the Form 10-K Part II Item 5(a) and (b). Market for the Registrant's Common Stock and Related Stockholder Matters - Market Information and Holders. Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data The information described below and contained in the Registrant's 1997 definitive Proxy Statement, to be filed with the Commission is incorporated by reference into this Form 10-K. Part and Item of the Form 10-K Part III Item 10. Directors and Executive Officers of the Registrant. Item 11. Executive Compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management. Item 13. Certain Relationships and Related Transactions. PART I Item 1. Business A. General Carnival Corporation was incorporated under the laws of the Republic of Panama in November 1974. Carnival Corporation, including its 100% owned subsidiaries (the "Company"), is the world's largest multiple-night cruise company based on the number of passengers carried, revenues generated, and available capacity. The Company offers a broad range of cruise products, serving the contemporary cruise market through Carnival Cruise Lines ("Carnival"), the premium cruise market through Holland America Line ("HAL") and the luxury cruise market through Windstar Cruises. In total the Company owns and operates 22 cruise ships with an aggregate capacity of 30,837 passengers based on two passengers per cabin*. The Company also owns 50% of Seabourn Cruise Line ("Seabourn"), which serves the luxury market with two ships, and 29.5% of Airtours plc ("Airtours"), a leisure travel company with two cruise ships marketed primarily in Europe. Together, Seabourn and Airtours have a total capacity of approximately 2,350 passengers. In addition, Airtours will begin operation of a third ship commencing in May 1997. The eleven Carnival ships have an aggregate capacity of 20,332 passengers with itineraries in the Caribbean, the Mexican Riviera and Alaska. The eight HAL ships have an aggregate capacity of 10,061 passengers, with itineraries in the Caribbean, the Mediterranean and Alaska and through the Panama Canal, as well as other worldwide itineraries. The three Windstar ships have an aggregate capacity of 444 passengers with itineraries in the Caribbean, the South Pacific, the Mediterranean and the Far East. The three Seabourn ships have an aggregate capacity of 612 passengers, and have itineraries throughout the world. The two Airtours ships have itineraries in the Mediterranean, the Canary Islands and the Caribbean. The Company has signed agreements with various shipyards providing for the construction of additional cruise ships. The following table reflects a summary of these vessels under construction: EXPECTED PASSENGER VESSEL DELIVERY SHIPYARD CAPACITY Carnival Cruise Lines Elation 02/98 Masa-Yards 2,040 Paradise 11/98 Masa-Yards 2,040 Carnival Triumph 06/99 Fincantieri 2,640 Carnival Newbuild 07/00 Fincantieri 2,640 Total Carnival Cruise Lines 9,360 Holland America Line Rotterdam VI 09/97 Fincantieri 1,320 HAL Newbuild 02/99 Fincantieri 1,440 HAL Newbuild 09/99 Fincantieri 1,440 Total Holland America Line 4,200 13,560 * In accordance with industry practice all capacities indicated within this document are calculated based on two passengers per cabin even though some cabins can accommodate three or four passengers. As a result of this shipbuilding program and planned ship sales and retirements, the Company currently expects its passenger capacity to increase by 37% to 42,300 in mid-2000 (excluding Seabourn and Airtours). The Company also operates a tour business, through Holland America Westours, which markets sight-seeing tours and cruise/tour packages to Alaska. HAL-Westours operates 16 hotels in Alaska and the Canadian Yukon, two luxury dayboats offering tours to the glaciers of Alaska and the Yukon River, over 290 motor coaches used for sight-seeing and charters in the states of Washington and Alaska and twelve private domed rail cars which are run on the Alaskan railroad between Anchorage and Fairbanks. Historically, the Company's products have been marketed primarily in North America through Carnival, HAL, Windstar Cruises, HAL-Westours, and Seabourn. During 1996, the Company took steps to expand its markets into Europe and Asia which are described below. The existing cruise markets in Europe and Asia are much smaller and less developed than the North American market. Cruise passengers carried in Europe and Asia in 1996 are estimated to be approximately 1.0 million and 0.5 million, respectively, compared to approximately 4.6 million in North America. In April 1996, the Company acquired a 29.5% interest in Airtours, a leisure travel company publicly traded on the London Stock Exchange that provides air inclusive packaged holidays to the British, Scandinavian and North American markets. In addition, in September 1996 the Company and Hyundai Merchant Marine Co. Ltd. ("HMM") signed an agreement to form a 50/50 joint venture to develop the Asian cruise vacation market. See Part I, "Item 1. Business, G. Investments in Affiliates", for a further description of these businesses. In December 1996, the Company and Airtours signed a letter of intent with the controlling shareholders (the "Syndicate") of Costa Crociere SpA ("Costa"), a publicly traded cruise company headquartered in Italy to acquire all of the equity securities of Costa held by the Syndicate and to launch a tender offer for the remaining outstanding equity securities of Costa. Costa markets its cruise products primarily in Europe. The cost of acquisition, assuming all of the outstanding equity securities are tendered, would be approximately $300 million cash, with the Company and Airtours each contributing 50% of that amount. The letter of intent provides that the commencement of the tender offer is conditioned on the successful conclusion of a due diligence review by the Company and Airtours, the signing of a definitive agreement with the Syndicate, the receipt of all corporate and regulatory and government approvals, certain minimum levels of acceptance on the tender offer and other customary conditions found in transactions of this type. B. Cruise Ship Segment Industry The passenger cruise industry as it exists today began in approximately 1970. Over time, the industry has evolved from a trans-ocean carrier service into a vacation alternative to land-based resorts and sight-seeing destinations. According to Cruise Lines International Association ("CLIA"), an industry trade group, in 1970 approximately 500,000 North American passengers took cruises for three consecutive nights or more. CLIA estimates that this number reached 4.6 million passengers in 1996, an average compound annual growth rate of 8.9% since 1970. Also, according to CLIA, by the end of 1996 the number of ships in service totaled 129 with an aggregate capacity of approximately 110,000 berths. CLIA estimates that the number of passengers carried in North America increased from 4.38 million in 1995 to 4.6 million in 1996 or approximately 5.0%. There was no growth in the number of passengers carried in North America during 1994 and 1995. The Company nevertheless has been able to increase the number of passengers it carried by approximately 200,000 in each of the past three years, or an average of 15.2% per year.