REG - Carnival PLC - Final Results <Origin Href="QuoteRef">CCL.L</Origin> - Part 5
30/01/2017 14:40
- Part 5: For the preceding part double click ID:nRSd4902Vd
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.
As of November 30, 2016, our total annual capital expenditures consist of ships under contract for construction, including
ship construction contracts entered into through January 19, 2017, and estimated improvements to existing ships and
shoreside assets and are expected to be (in billions):
2017 2018 2019 2020 2021 2022
Total capital expenditures $ 3.0 $ 3.6 $ 4.5 $ 4.4 $ 3.5 $ 2.7
The year-over-year percentage increases in our annual capacity are expected to result primarily from contracted new ships
entering service and are currently expected to be:
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.
Our Boards of Directors have authorized, subject to certain restrictions, the repurchase of up to an aggregate of $1.0
billion of Carnival Corporation common stock and/or Carnival plc ordinary shares under the Repurchase Program. On January
28, 2016 and on June 27, 2016, the Boards of Directors approved a modification of the Repurchase Program authorization that
increased the remaining authorized repurchases at the time of each approval by $1.0 billion. At January 19, 2017, the
remaining availability under the Repurchase Program was $389 million. See Note 10 - "Shareholders' Equity" in the
consolidated financial statements for a further discussion of the Repurchase Program.
In addition to the Repurchase Program, the Boards of Directors authorized, in January 2017, the repurchase of up to 22.0
million Carnival plc ordinary shares and, in February 2016, the repurchase of up to 26.9 million shares of Carnival
Corporation common stock under the Stock Swap programs. Under the Stock Swap programs, we sell shares of Carnival
Corporation common stock or Carnival plc ordinary shares and use a portion of the net proceeds to purchase an equivalent
number of Carnival plc ordinary shares or shares of Carnival Corporation common stock, as applicable. We use the Stock Swap
programs in situations where we can obtain an economic benefit because either Carnival Corporation common stock or Carnival
plc ordinary shares are trading at a price that is at a premium or discount to the price of Carnival plc ordinary shares or
Carnival Corporation common stock. Any realized economic benefit under the Stock Swap programs is used for general
corporate purposes, which could include repurchasing additional stock under the Repurchase Program.
Carnival plc ordinary share repurchases under both the Repurchase Program and the Stock Swap programs require annual
shareholder approval. The existing shareholder approval is limited to a maximum of 21.5 million ordinary shares and is
valid until the earlier of the conclusion of the Carnival plc 2017 annual general meeting or July 13, 2017. At January 19,
2017, the remaining Carnival plc availability under the Repurchase Program was 20.6 million ordinary shares. Under the
Stock Swap programs, any sales of the Carnival Corporation common stock and Carnival plc ordinary shares have been or will
be registered under the Securities Act of 1933.
During 2016 and 2015, under the Stock Swap programs, Carnival Investments Limited ("CIL"), a subsidiary of Carnival
Corporation, sold 0.9 million and 5.1 million of Carnival plc ordinary shares for net proceeds of $40 million and $264
million, respectively. Substantially all of the net proceeds from these sales were used to purchase 0.9 million shares in
2016 and 5.1 million shares in 2015 of Carnival Corporation common stock. At January 19, 2017, the remaining availability
under the Stock Swap programs was 22.0 million Carnival plc ordinary shares and 26.0 million shares of Carnival Corporation
common stock. See Note 10 - "Shareholders' Equity" in the consolidated financial statements for a further discussion of the
Stock Swap programs.
At November 30, 2016, we had liquidity of $8.1 billion. Our liquidity consisted of $347 million of cash and cash
equivalents, which excludes $256 million of cash used for current operations, $2.4 billion available for borrowing under
our revolving credit facilities, net of our outstanding commercial paper borrowing, and $5.3 billion under our committed
future financings, which are substantially all comprised of ship export credit facilities. These commitments are from
numerous large and well-established banks and export credit agencies, which we believe will honor their contractual
agreements with us. The committed future financing will be available as follows (in millions):
2017 2018 2019 2020
Availability of committed future financing $ 477 $ 1,861 $ 2,450 $ 548
At November 30, 2016, our revolving credit facilities are scheduled to mature in 2021, except for $300 million which
matures in 2020.
Substantially all of our debt agreements contain financial covenants as described in Note 6 - "Unsecured Debt" in the
consolidated financial statements. At November 30, 2016, we were in compliance with our debt covenants. In addition, based
on, among other things, our forecasted operating results, financial condition and cash flows, we expect to be in compliance
with our debt covenants for the foreseeable future. Generally, if an event of default under any debt agreement occurs, then
pursuant to cross default acceleration clauses, substantially all of our outstanding debt and derivative contract payables
could become due, and all debt and derivative contracts could be terminated.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interests,
certain derivative instruments and variable interest entities that either have, or are reasonably likely to have, a current
or future material effect on our consolidated financial statements.
Quantitative and Qualitative Disclosures About Market Risk
For a discussion of our hedging strategies and market risks, see the discussion below and Note 11 - "Fair Value
Measurements, Derivative Instruments and Hedging Activities" in the consolidated financial statements.
Foreign Currency Exchange Rate Risks
Operational Currency Risks
We have foreign operations that have functional currencies other than the U.S. dollar, which result in foreign currency
translational impacts. We execute transactions in a number of currencies other than their functional currencies, which
result in foreign currency transactional impacts. Based on a 10% change in all currency exchange rates that were used in
our December 20, 2016 guidance, we estimate that our adjusted diluted earnings per share December 20, 2016 guidance would
change by the following:
• $0.34 per share on an annualized basis for 2017
• $0.04 per share for the first quarter of 2017.
Investment Currency Risks
The foreign currency exchange rates were as follows:
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
Had the November 30, 2015 currency exchange rates been used to translate our November 30, 2016 non-U.S. dollar functional
currency operations' assets and liabilities instead of the November 30, 2016 U.S. dollar exchange rates, our total assets
would have been higher by $826 million and our total liabilities would have been higher by $108 million.
As of November 30, 2016, we have foreign currency swaps and forwards of $291 million and $456 million, respectively, which
settle through September 2019 and July 2017, respectively. These foreign currency swaps and forwards are designated as
hedges of our net investments in foreign operations, which have a euro-denominated functional currency, thus partially
offsetting the foreign currency exchange rate risk. Based on a 10% change in the U.S. dollar to euro exchange rate as of
November 30, 2016, we estimate that these foreign currency swaps' and forwards' fair values and offsetting change in U.S.
dollar value of our net investments would change by an insignificant amount.
Newbuild Currency Risks
At November 30, 2016, we have foreign currency zero cost collars that are designated as cash flow hedges for a portion of
euro-denominated shipyard payments for the following newbuilds:
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
If the spot rate is between the weighted-average ceiling and floor rates on the date of maturity, then we would not owe or
receive any payments under these collars. The volatility in the spot rates within the weighted-average ceiling and floor
rates will result in fluctuations in ship costs. At November 30, 2016, the estimated fair value of our outstanding foreign
currency zero cost collars was a $33 million liability. Based on a 10% increase or decrease in the November 30, 2016 euro
to U.S. dollar exchange rates, we estimate the fair value of our foreign currency zero cost collars' liability would
decrease $61 million or increase $90 million, respectively.
At January 19, 2017, our remaining newbuild currency exchange rate risk primarily relates to euro-denominated newbuild
contract payments, which represent a total unhedged commitment of $5.7 billion and substantially relates to newbuilds
scheduled to be delivered 2019 through 2022 to non-euro functional currency brands. The functional currency cost of each of
these ships will increase or decrease based on changes in the exchange rates until the unhedged payments are made under the
shipbuilding contract. We may enter into additional foreign currency derivatives to mitigate some of this foreign currency
exchange rate risk. Based on a 10% change in euro to U.S. dollar exchange rates as of November 30, 2016, the remaining
unhedged cost of these ships would have a corresponding change of $568 million.
Interest Rate Risks
The composition of our debt, including the effect of foreign currency swaps and interest rate swaps, was as follows:
November 30, 2016
Fixed rate 28 %
Euro fixed rate 35 %
Floating rate 14 %
Euro floating rate 23 %
At November 30, 2016, we had interest rate swaps that have effectively changed $500 million of EURIBOR-based floating rate
euro debt to fixed rate euro debt. Based on a 10% change in the November 30, 2016 market interest rates, our annual
interest expense on floating rate debt, including the effect of our interest rate swaps, would change by an insignificant
amount. Substantially all of our 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 3.3 million metric tons of fuel in 2017. Based on a 10% change in our December 20, 2016
guidance's forecasted average fuel price, we estimate that our 2017 fuel expense, excluding the effect of zero cost collar
fuel derivatives, would change by $123 million.
We have Brent crude oil zero cost collar contracts. These zero cost collars are based on Brent prices whereas the actual
fuel we use on our ships is marine fuel. See Note 11 - "Fair Value Measurements, Derivative Instruments and Hedging
Activities" in the consolidated financial statements for additional discussion of our fuel derivatives.
Our most recent zero cost collar contract was executed in 2014. At November 30, 2016, our zero cost collars cover a portion
of our estimated fuel consumption through 2018. At November 30, 2016, the estimated fair value of our outstanding zero cost
collar contracts was a net liability of $342 million. Based on a 10% increase or decrease in the November 30, 2016 Brent
forward price curve, we estimate the fair value of our fuel derivatives' net liability would decrease $65 million or
increase $70 million, respectively. In addition, a 10% change in our December 20, 2016 guidance's Brent price would result
in a $0.06 per share change in realized losses on fuel derivatives for 2017 and a $0.01 per share change for the 2017 first
quarter.
SELECTED FINANCIAL DATA
The selected consolidated financial data presented below for 2012 through 2016 and as of the end of each such year, except
for the statistical data, are derived from our audited consolidated financial statements and should be read in conjunction
with those consolidated financial statements and the related notes.
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.
(b) Includes a special dividend of $0.50 per share.
(c) Net of $508 million of insurance proceeds received for the total loss of a ship.
(d) Percentage of total debt to the sum of total debt and shareholders' equity.
MARKET PRICE FOR COMMON STOCK AND ORDINARY SHARES
Carnival Corporation's common stock, together with paired trust shares of beneficial interest in the P&O Princess Special
Voting Trust, which holds a Special Voting Share of Carnival plc, is traded on the NYSE under the symbol "CCL." Carnival
plc's ordinary shares trade on the London Stock Exchange under the symbol "CCL." Carnival plc's American Depository Shares
("ADSs"), each one of which represents one Carnival plc ordinary share, are traded on the NYSE under the symbol "CUK." The
depository for the 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 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
As of January 19, 2017, there were 3,347 holders of record of Carnival Corporation common stock and 31,110 holders of
record of Carnival plc ordinary shares and 111 holders of record of Carnival plc ADSs. The past performance of our share
prices cannot be relied on as a guide to their future performance.
All dividends for both Carnival Corporation and Carnival plc are declared in U.S. dollars. If declared, holders of Carnival
Corporation common stock and Carnival plc ADSs receive a dividend payable in U.S. dollars. The dividends payable for
Carnival plc ordinary shares are payable in sterling, unless the shareholders elect to receive the dividends in U.S.
dollars. Dividends payable in sterling will be converted from U.S. dollars into sterling at the U.S. dollar to sterling
exchange rate quoted by the Bank of England in London at 12:00 p.m. on the next combined U.S. and UK business day that
follows the quarter end.
The payment and amount of any future dividend is within the discretion of the Boards of Directors. Our dividends were and
will be based on a number of factors, including our earnings, liquidity position, financial condition, tone of business,
capital requirements, credit ratings and the availability and cost of obtaining new debt. We cannot be certain that
Carnival Corporation and Carnival plc will continue their dividend in the future, and if so, the amount and timing of such
future dividends are not determinable and may be different than prior declarations.
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Our revenues from the sale of passenger tickets are seasonal. Historically, demand for cruises has been greatest during our
third quarter, which includes the Northern Hemisphere summer months. This higher demand during the 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 periods. In addition, substantially all of Holland America Princess Alaska Tours' revenue
and net income is generated from May through September in conjunction with the Alaska cruise season.
Quarterly financial results for 2016 were as follows (in millions, except per share data):
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
(a) Adjusted net income and adjusted fully diluted earnings per share were computed as follows:
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
Quarterly financial results for 2015 were as follows (in millions, except per share data):
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
(a) Adjusted net income and adjusted fully diluted earnings per share were computed as follows:
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
SCHEDULE C
Issuer Purchases of Equity Securities; Use of Proceeds from Registered Securities
I. Repurchase Authorizations
Our Boards of Directors have authorized, subject to certain restrictions, the repurchase of up to an aggregate of $1.0
billion of Carnival Corporation common stock and/or Carnival plc ordinary shares (the "Repurchase Program"). On January
28, 2016 and on June 27, 2016, the Boards of Directors approved modifications of the Repurchase Program authorization that
increased the remaining authorized repurchases at the time of each approval by $1.0 billion. The Repurchase Program does
not have an expiration date and may be discontinued by our Boards of Directors at any time.
During the three months ended November 30, 2016, purchases of Carnival Corporation common stock pursuant to the Repurchase
Program were as follows:
Period Total Number of Shares of Carnival CorporationCommon StockPurchased (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
(a) No shares of Carnival Corporation common stock were purchased outside of publicly announced plans or programs.
(b) During the fourth quarter of 2016, we repurchased 0.7 million ordinary shares of Carnival plc at an average price of
$48.87 under the Repurchase Program. Carnival plc ordinary shares are listed on the London Stock Exchange.
During 2016 and 2015, our repurchases under the Repurchase Program were as follows (in millions):
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 - -
From December 1, 2016 through January 19, 2017, we repurchased 0.2 million shares of Carnival plc ordinary shares for
approximately $10 million under the Repurchase Program. At January 19, 2017, the remaining availability under the
Repurchase Program was $389 million.
In addition to the Repurchase Program, the Boards of Directors authorized, in January 2017, the repurchase of up to 22.0
million Carnival plc ordinary shares and, in February 2016, the repurchase of up to 26.9 million shares of Carnival
Corporation common stock under the Stock Swap programs described below. At January 19, 2017, the remaining availability
under the Stock Swap programs was 22.0 million Carnival plc ordinary shares and 26.0 million shares of Carnival Corporation
common stock.
Carnival plc ordinary share repurchases under both the Repurchase Program and the Stock Swap programs require annual
shareholder approval. The existing shareholder approval is limited to a maximum of 21.5 million ordinary shares and is
valid until the earlier of the conclusion of the Carnival plc 2017 annual general meeting or July 13, 2017. At January 19,
2017, the remaining Carnival plc availability under the Repurchase Program was 20.6 million ordinary shares.
II. Stock Swap Programs
We use the Stock Swap programs in situations where we can obtain an economic benefit because either Carnival Corporation
common stock or Carnival plc ordinary shares are trading at a price that is at a premium or discount to the price of
Carnival plc ordinary shares or Carnival Corporation common stock, as the case may be. Any realized economic benefit under
the Stock Swap programs is used for general corporate purposes, which could include repurchasing additional stock under the
Repurchase Program.
In the event Carnival Corporation common stock trades at a premium to Carnival plc ordinary shares, we may elect to issue
and sell shares of Carnival Corporation common stock through a sales agent, from time to time at prevailing market prices
in ordinary brokers' transactions, and use the sale proceeds to repurchase Carnival plc ordinary shares in the UK market on
at least an equivalent basis. Based on an authorization provided by the Board of Directors in January 2017, Carnival
Corporation was authorized to issue and sell up to 22.0 million shares of its common stock in the U.S. market and had 22.0
million shares remaining at January 19, 2017. Any sales of Carnival Corporation shares have been or will be registered
under the Securities Act.
In the event Carnival Corporation common stock trades at a discount to Carnival plc ordinary shares, we may elect to sell
existing ordinary shares of Carnival plc, with such sales made by Carnival Corporation or Carnival Investments Limited
through its sales agent from time to time at prevailing market prices in ordinary brokers' transactions, and use the sale
proceeds to repurchase shares of Carnival Corporation common stock in the U.S. market on at least an equivalent basis.
Based on an authorization provided by the Board of Directors in February 2016, Carnival Corporation or Carnival Investments
Limited was authorized to sell up to 26.9 million Carnival plc ordinary shares in the UK market and had 26.0 million shares
remaining at January 19, 2017. Any sales of Carnival plc ordinary shares have been or will be registered under the
Securities Act.
During 2016 and 2015 respectively, under the Stock Swap programs, Carnival Investments Limited sold 0.9 million and 5.1
million Carnival plc ordinary shares through its sales agents, Merrill Lynch International ("MLI") in 2016 and Goldman
Sachs International ("Goldman") in 2015, for total gross proceeds of $40 million and $266 million and paid commission fees
to MLI and Goldman of $260 thousand and $1.9 million and other governmental and regulatory transaction fees of $46 thousand
and $0.4 million resulting in total net proceeds of $40 million and $264 million. Substantially all of the net proceeds
from these sales were used to purchase 0.9 million shares in 2016 and 5.1 million shares in 2015 of Carnival Corporation
common stock. During 2016, no Carnival Corporation common stock was sold or Carnival plc ordinary shares were repurchased
under the "Stock Swap" program. During the three months ended November 30, 2016, there were no repurchases of Carnival
Corporation Common Stock pursuant to the Stock Swap program.
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