[NOTIFY] 72731,737
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 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)
(305) 599-2600
(Registrants telephone number, including area code)
None.
(Former name, former address and former fiscal year, if changed since last
report.)
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 the number of shares outstanding of each of the issuers classes of
common stock, as of April 8, 1996.
Class A Common Stock, $.01 par value: 229,965,560 shares
Class B Common Stock, $.01 par value: 54,957,142 shares
CARNIVAL CORPORATION
I N D E X
Page
Part I. Financial Information
Item 1: Financial Statements
Consolidated Balance Sheets -
February 29, 1996 and November 30, 1995 1
Consolidated Statements of Operations -
Three Months Ended February 29, 1996
and February 28, 1995 2
Consolidated Statements of Cash Flows -
Three Months Ended February 29, 1996
and February 28, 1995 3
Notes to Consolidated Financial Statements 4
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II. Other Information
Item 1: Legal Proceedings 11
Item 5: Other Information 11
Item 6: Exhibits and Reports on Form 8-K 11
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CARNIVAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
February 29, November 30,
ASSETS 1996 1995
CURRENT ASSETS
Cash and cash equivalents $ 291,694 $ 53,365
Short-term investments 26,603 50,395
Accounts receivable 30,280 33,080
Consumable inventories, at average cost 49,542 48,820
Prepaid expenses and other 72,906 70,718
Total current assets 471,025 256,378
PROPERTY AND EQUIPMENT--at cost, less
accumulated depreciation and
amortization 3,637,223 3,414,823
OTHER ASSETS
Goodwill, less accumulated amortization of
$50,037 in 1996 and $48,292 in 1995 224,826 226,571
Long-term notes receivable 67,936 78,907
Investments in affiliates and other assets 141,956 128,808
$4,542,966 $4,105,487
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 72,767 $ 72,752
Accounts payable 90,040 90,237
Accrued liabilities 117,780 113,483
Customer deposits 343,945 292,606
Dividends payable 25,636 25,632
Total current liabilities 650,168 594,710
LONG-TERM DEBT 1,364,393 1,035,031
CONVERTIBLE NOTES 115,000 115,000
OTHER LONG-TERM LIABILITIES 17,095 15,873
COMMITMENTS AND CONTINGENCIES (Note 5)
SHAREHOLDERS' EQUITY
Class A Common Stock; $.01 par value;one vote per
share; 399,500 shares authorized; 229,959 and
229,839 shares issued and outstanding 2,300 2,298
Class B Common Stock; $.01 par value;five votes
share; 201,000 shares authorized;
54,957 shares issued and outstanding 550 550
Paid-in-capital 597,197 594,811
Retained earnings 1,803,569 1,752,140
Less-other (7,306) (4,926)
Total shareholders' equity 2,396,310 2,344,873
$4,542,966 $4,105,487
The accompanying notes are an integral part of these financial statements.
CARNIVAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Months Ended
February 29, 1996 February 28, 1995
REVENUES $448,788 $419,820
COSTS AND EXPENSES
Operating expenses 263,696 247,229
Selling and administrative 71,282 64,175
Depreciation and amortization 32,835 31,504
367,813 342,908
OPERATING INCOME 80,975 76,912
NONOPERATING INCOME (EXPENSE)
Interest income 7,845 1,999
Interest expense, net of
capitalized interest (16,038) (17,551)
Other income 757 1,362
Income tax benefit 3,526 4,830
(3,910) (9,360)
NET INCOME $ 77,065 $ 67,552
EARNINGS PER SHARE $.27 $ .24
The accompanying notes are an integral part of these financial statements.
CARNIVAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended
February 29, 1996 February 28, 1995
OPERATING ACTIVITIES:
Net income $ 77,065 $ 67,552
Adjustments:
Depreciation and amortization 32,835 31,504
Other 2,854 2,009
Changes in operating assets and liabilities:
Decrease (increase) in receivables 2,666 (7,854)
Increase in consumable inventories (722) (649)
Increase in prepaid and other (2,226) (11,662)
Decrease in accounts payable (197) (1,577)
Increase (decrease) in accrued liabilities 4,297 (6,247)
Increase in customer deposits 51,339 24,197
Net cash provided from operations 167,911 97,273
INVESTING ACTIVITIES:
Decrease in short-term investments 21,026 6,195
Additions to property and equipment, net(253,452) (54,002)
Increase in other non-current assets (2,177) (2,332)
Net cash used for investing activities(234,603) (50,139)
FINANCING ACTIVITIES:
Principal payments of long-term debt (115,555) (67,003)
Dividends paid (25,632) (21,190)
Proceeds from long-term debt 444,922 36,000
Issuance of common stock 1,286 664
Net cash provided from (used for)
financing activities 305,021 (51,529)
Net increase (decrease) in cash and
cash equivalents 238,329 (4,395)
Cash and cash equivalents at beginning
of period 53,365 54,105
Cash and cash equivalents at end of period$291,694 $ 49,710
The accompanying notes are an integral part of these financial statements.
CARNIVAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS FOR PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS
The financial statements included herein have been prepared by Carnival
Corporation without audit pursuant to the rules and regulations of the
Securities and Exchange Commission.
The accompanying consolidated balance sheet at February 29, 1996, the
consolidated statements of operations and cash flows for the three months ended
February 29, 1996 and February 28, 1995 are unaudited and, in the opinion of
management, contain all adjustments, consisting of only normal recurring
accruals, necessary for a fair presentation. The operations of Carnival
Corporation and its subsidiaries (the "Company") are seasonal and results for
interim periods are not necessarily indicative of the results for the entire
year.
The accompanying financial statements include the consolidated balance sheets
and statements of operations and cash flows of the Company and its
subsidiaries. All material intercompany transactions and accounts have been
eliminated in consolidation.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<Caption
February 29, November 30,
1996 1995
(in thousands)
Vessels $3,730,520 $3,467,731
Vessels under construction 257,969 289,661
3,988,489 3,757,392
Land, buildings and improvements 146,002 132,183
Transportation and other equipment 184,391 174,903
Total property and equipment 4,318,882 4,064,478
Less - accumulated depreciation and
amortization (681,659) (649,655)
$3,637,223 $3,414,823
Interest costs associated with the construction of vessels and buildings,
until they are placed in service, are capitalized and amounted to $5.9 million
and $3.8 million for the three months ended February 29, 1996 and February 28,
1995, respectively.
NOTE 3 - LONG-TERM DEBT
Long-term debt consists of the following:
<Caption
February 29, November 30,
1996 1995
(in thousands)
Unsecured Revolving Credit Facility Due 2000 $ 520,000 $ 185,000
Mortgages and other loans payable bearing interest
at rates ranging from 8% to 9.9%, secured by
vessels, maturing through 1999 198,667 208,078
Unsecured 5.75% Notes Due March 15, 1998 200,000 200,000
Unsecured 6.15% Notes Due October 1, 2003 124,948 124,946
Unsecured 7.20% Debentures Due October 1, 2023 124,868 124,867
Unsecured 7.70% Notes Due July 15, 2004 99,904 99,902
Unsecured 7.05% Notes Due May 15, 2005 99,816 99,811
Other loans payable 68,957 65,179
1,437,160 1,107,783
Less portion due within one year (72,767) (72,752)
$1,364,393 $1,035,031
In July 1992, the Company issued $115 million of 4-1/2% Convertible
Subordinated Notes Due July 1, 1997 (the "Convertible Notes"). The Convertible
Notes are convertible into 57.55 shares of the Company's Class A Common Stock
per $1,000 of notes. As of February 29, 1996 the Convertible Notes are
convertible into a total of approximately 6.6 million shares of Class A Common
Stock. The Convertible Notes are redeemable in whole or in part at the
Company's option on or after July 3, 1996.
NOTE 4 - SHAREHOLDERS' EQUITY
The following represents an analysis of the changes in shareholders' equity
for the three months ended February 29, 1996:
COMMON STOCK
$.01 PAR VALUE PAID-IN RETAINED
CLASS A CLASS B CAPITAL EARNINGS OTHER TOTAL
(in thousands)
Balance November 30, 1995 $2,298 $550 $594,811 $1,752,140 $(4,926) $2,344,873
Net income for the period 77,065 77,065
Cash dividends (25,636) (25,636)
Changes in securities
valuation allowance (2,766) (2,766)
Issuance of stock to
employees under
stock plans 2 2,386 2,388
Vested portion of common
stock under restricted
stock plan 386 386
Balance February
29, 1996 $2,300 $550 $597,197 $1,803,569 $(7,306) $2,396,310
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Capital Expenditures
The following table provides a description of ships currently under contract
for construction (in millions of dollars):
Expected Number Estimated
Delivery Contract of Lower Total
Ship Name Operating Unit Date Denomination Berths Cost
Veendam Holland America Line 4/96 Italian Lira 1,266 $ 225
Carnival Destiny Carnival Cruise Lines 10/96 Italian Lira 2,640 400
Rotterdam VI Holland America Line 9/97 Italian Lira 1,320 235
Elation Carnival Cruise Lines 2/98 U. S. Dollar 2,040 300
Paradise Carnival Cruise Lines 11/98 U. S. Dollar 2,040 300
Carnival Triumph Carnival Cruise Lines 12/98 Italian Lira 2,640 415
11,946 $1,875
Contracts denominated in foreign currencies have been fixed into U.S. Dollars
through the utilization of forward currency contracts. In connection with the
vessels under construction described above, the Company has paid $258 million
through February 29, 1996 and anticipates paying $482 million during the twelve
month period ended February 28, 1997 and approximately $1.1 billion beyond
February 28, 1997. In connection with the delivery of Carnival's Inspiration,
the Company paid $219 million in the first fiscal quarter of 1996.
Litigation
During 1995, the Company received $40 million in cash and other consideration
from the settlement of litigation with Metra Oy, the former parent company of
Wartsila Marine Industries Incorporated ("Wartsila"), related to losses suffered
in connection with the construction of three of the Company's cruise ships. The
Company is continuing to pursue claims in bankruptcy proceedings in Finland to
recover additional damages suffered in connection with the construction of the
three ships.
In the normal course of business, various other claims and lawsuits have been
filed or are pending against the Company. The majority of these claims and
lawsuits are covered by insurance. Management believes the outcome of any such
suits which are not covered by insurance would not have a material adverse
effect on the Company's financial condition or results of operations.
NOTE 6 - RECENT EVENTS
In April 1996, the Company acquired a 29.54% equity interest in Airtours plc
("Airtours") , a large United Kingdom, publicly traded tour company, for
approximately $300 million. The Company entered into a five year $200 million
multi-currency revolving credit facility and will fund approximately $157
million of the acquisition cost through the facility. In addition, the Company
will issue 5,301,186 shares of Class A common stock valued at approximately $143
million to fund the remaining purchase price. This transaction will be accounted
for by the Company using the equity method of accounting. The Company will
begin reporting its share of Airtours operating results in its quarter ending
August 31, in which it will record Airtours operating results for its quarter
ending June 30.
In February 1996, the Company sold an option to NCL Holding AS to purchase
$101 million principal amount of 13 percent senior secured notes due 2003 of
Kloster Cruise Limited (the "Kloster Bonds") that are owned by the Company. The
option, which if exercised would result in a small gain to the Company, expires
on May 31, 1996.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements under this caption, "Management's Discussion and
Analysis of Financial Condition and Results of Operations", constitute
"forward-looking statements" under the Private Securities Litigation Reform
Act of 1995 (the "Reform Act"). See Part II Other Information Item
5(a),"Forward-Looking Statements."
General
The Company earns its revenues primarily from (i) the sale of passenger
tickets, which include accommodations, meals, most shipboard activities and
in many cases airfare, and (ii) the sale of goods and services on board its
cruise ships, such as casino gaming, liquor sales, gift shop sales and other
related services. The Company also derives revenues from the tour operations
of HAL Antillen N.V. ("HAL").
The following table presents selected segment and statistical information
for the periods indicated:
Three Months Ended
February 29, 1996 February 28, 1995
(in thousands)
REVENUES:
Cruise $441,687 $412,645
Tour 7,239 7,291
Intersegment revenues (138) (116)
$448,788 $419,820
OPERATING EXPENSES:
Cruise $254,687 $237,499
Tour 9,147 9,846
Intersegment expenses (138) (116)
$263,696 $247,229
OPERATING INCOME:
Cruise $ 90,120 $ 87,207
Tour (9,145) (10,295)
$ 80,975 $ 76,912
SELECTED STATISTICAL INFORMATION:
Passengers Carried 408 343
Passenger Cruise Days 2,454 2,107
Occupancy Percentage 107.1% 99.9%
The following table sets forth statements of operations data expressed as a
percentage of total revenues:
Three Months Ended
February 29, 1996 February 28,
1995
REVENUES 100% 100%
COSTS AND EXPENSES:
Operating expenses 59 59
Selling and administrative 16 15
Depreciation and amortization 7 8
OPERATING INCOME 18 18
NONOPERATING INCOME (EXPENSE) (1) (2)
NET INCOME 17% 16%
The Company's different businesses experience varying degrees of
seasonality. The Company's revenue from the sale of passenger tickets for
Carnival Cruise Lines' ("Carnival") ships is moderately seasonal.
Historically, demand for Carnival cruises has been greatest during the period
from late June through August and lower during the fall months. HAL cruise
revenues are more seasonal than Carnival's cruise revenues. Demand for HAL
cruises is strongest during the summer months when HAL ships operate in
Alaska and Europe for which HAL obtains higher pricing. Demand for HAL
cruises is lower during the winter months when HAL ships sail in the more
competitive markets. The Company's tour revenues are extremely seasonal with
a large majority of tour revenues generated during the late spring and
summer months in conjunction with the Alaska cruise season.
Three Months Ended February 29, 1996 Compared
To Three Months Ended February 28, 1995
Revenues
The increase in total revenues from the first quarter of 1995 to the first
quarter of 1996 was comprised of a $29.0 million, or 7.0%, increase in cruise
revenues. The increase in cruise revenues was primarily the result of an
8.7% increase in capacity for the period resulting from the addition of
Carnival's cruise ship Imagination in July 1995. Occupancy rates were up 7%
and pricing was down 7% resulting in net yield (total net revenue per lower
berth) remaining essentially unchanged.
Average capacity is expected to increase 14.5% during the second quarter of
1996 as compared with the same period in 1995 as a result of the delivery of
the Imagination in June 1995 and the Inspiration in February 1996. During
the second half of fiscal 1996, average capacity is expected to increase
13.4% as compared with the second half of fiscal 1995 as a result of the
delivery of the vessels mentioned above as well as the Veendam in April 1996.
See "PART II. ITEM 5. OTHER INFORMATION - Forward Looking Statements".
Costs and Expenses
Operating expenses increased $16.5 million, or 6.7%, from the first quarter
of 1995 to the first quarter of 1996. Cruise operating costs increased by
$17.2 million, or 7.2%, to $254.7 million in the first quarter of 1996 from
$237.5 million in the first quarter of 1995, primarily due to additional
costs associated with the increased capacity.
Selling and administrative costs increased $7.1 million, or 11.1%,
primarily due to an increase in advertising expenses and an increase in
payroll and related costs during the first quarter of 1996 as compared with
the same quarter of 1995.
Depreciation and amortization increased by $1.3 million, or 4.2%, to $32.8
million in the first quarter of 1996 from $31.5 million in the first quarter
of 1995 primarily due to the addition of the Imagination.
Nonoperating Income (Expense)
Total nonoperating expense (net of nonoperating income) decreased to $3.9
million for the first quarter of 1996 from $9.4 million in the first quarter
of 1995. Interest income increased $5.8 million primarily due to earnings on
the Kloster Bonds and an increase in cash balances. Cash balances increased
due to United Kingdom regulatory requirements applicable to the Company's
tender offer to acquire an interest in Airtours (see Note 6 in the
accompanying financial statements for more information related to the
Airtours acquisition). Gross interest expense (excluding capitalized
interest) increased $.6 million as a result of additional borrowings required
in connection with the acquisition of Airtours. This increase was partially
offset by a reduction in interest expense due to lower average debt balances
for other corporate purposes. Capitalized interest increased $2.1 million due
to higher investment levels in vessels under construction.
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash
The Company's business provided $167.9 million of net cash from operations
during the three months ended February 29, 1996, an increase of 72.6%
compared to the corresponding period in 1995. The increase between periods
was primarily the result of changes in working capital accounts, primarily
customer deposits, and an increase in net income.
During the three months ended February 29, 1996, the Company expended
approximately $253.5 million on capital projects, of which $229.9 million was
spent in connection with its ongoing shipbuilding program and $11.6 million
was spent on the expansion of the Company's shore side operations facilities
located in Miami, Florida. The remainder was spent on vessel refurbishments,
tour assets and other equipment. Amounts expended on the shipbuilding
program included payments of $219 million related to the Inspiration which
was delivered in February 1996 and entered revenue producing service in late
March 1996.
The Company made scheduled principal payments totaling approximately $9.4
million under various individual vessel mortgage loans and repaid $105.0
million of the outstanding balance on the $750 Million Revolving Credit
Facility Due 2000 (the "$750 Million Revolver") during the three months ended
February 29, 1996. The Company borrowed $440.0 million under the $750 Million
Revolver during the same three months in connection with the final payment of
the Inspiration and for the Airtours investment described above.
During the three months ended February 29, 1996, the Company declared and
paid cash dividends of approximately $25.6 million.
Future Commitments
The Company has contracts for the delivery of six new vessels over the next
four years. The Company will pay approximately $482 million during the twelve
month period ending February 28, 1997 relating to the construction and
delivery of those new cruise ships and approximately $1.1 billion beyond
February 28, 1997. See Note 5 in the accompanying financial statements for
more information related to commitments for the construction of cruise ships.
In addition, the Company has $1.6 billion of long-term debt and convertible
notes of which $72.8 million is due during the twelve month period ending
February 28, 1997. See Note 3 in the accompanying financial statements for
more information regarding the Company's debt. Also, see "PART II. ITEM 5.
OTHER INFORMATION - Forward Looking Statements".
Funding Sources
Cash from operations is expected to be the Company's principal source of
capital to fund its debt service requirements and ship construction costs.
In addition, the Company may fund a portion of the construction cost of new
ships from borrowings under its $750 Million Revolver and/or through the
issuance of long-term debt in the public or private markets. As of February
29, 1996, the Company had $230 million available for borrowing under its $750
Million Revolver and an additional $250 million available under a short-term
revolving credit facility to be used for general corporate purposes.
In April 1996, the Company acquired a 29.54% equity interest in Airtours
plc ("Airtours") , a large United Kingdom, publicly traded tour company, for
approximately $300 million. The Company entered into a five year $200
million multi-currency revolving credit facility and will fund approximately
$157 million of the acquisition cost through the facility. In addition, the
Company will issue 5,301,186 shares of Class A common stock valued at
approximately $143 million to fund the remaining purchase price.
To the extent that the Company should require or choose to fund future
capital commitments from sources other than operating cash or from borrowings
under its revolving credit facilities, the Company believes that it will be
able to secure such financing from banks or through the offering of debt
and/or equity securities in the public or private markets. See "PART II.
ITEM 5. OTHER INFORMATION - Forward Looking Statements". In this regard, the
Company has filed two Registration Statements on Form S-3 (the "Shelf
Registration") relating to a shelf offering of up to $500 million aggregate
principal amount of debt or equity securities. Through February 29, 1996,
the Company has issued $230 million of debt securities under the shelf. A
balance of $270 million aggregate principal amount of debt or equity
securities remains available for issuance under the Shelf Registration.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On September 19, 1995, a purported class action suit was filed against the
Company in the United States District Court in the Southern District of Florida.
The suit alleged that the Company violated the Florida Deceptive and Unfair
Trade Practices Act by overcharging passengers for port charges. On April 2,
1996, the United States District Court for the Southern District of Florida
dismissed the suit. The suit was dismissed with prejudice as to
the plaintiffs' federal law claim and without prejudice as to state law
claims which may be refiled in state court.
ITEM 5: Other Information
(a) Forward-Looking Statements
Certain statements in this Form 10-Q and in the future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases, and in oral statements made by or with the approval of an
authorized executive officer constitute "forward-looking statements" within
the meaning of the Reform Act. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among
others, the following: general economic and business conditions which may
impact levels of disposable income of consumers and pricing and passenger
yields for the Company's cruise products; increases in cruise industry
capacity in the Caribbean and Alaska; changes in tax laws and
regulations(especially any change affecting the Company's status as a
"controlled foreign corporation" as defined in Section 957(a) of the Internal
Revenue Code of 1986, as amended) (see "Markets for the Registrant's Common
Equity and Related Stockholders' Matters - Taxation of the Company" in the
Company's Annual Report on Form 10-K for the year ended November 30, 1995);
the ability of the Company to implement its shipbuilding program and to
expand its business outside the North American market where it has less
experience; weather patterns in the Caribbean; unscheduled ship repairs and
drydocking; incidents involving cruise vessels at sea; and changes in laws
and government regulations applicable to the Company (including the
implementation of the "Safety of Life at Sea Convention" and changes in
Federal Maritime Commission surety and guaranty arrangements).
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4.1 Revolving credit facility dated April 1, 1996 between Carnival
Corporation, Nationsbanc Capital Markets, Inc., and Nationsbank, N.A.
10.1 Letter agreement dated March 27, 1996 between Carnival Corporation and
CHC Casinos Canada Limited
10.2 Letter dated February 21, 1996 to Carnival Corporation and CS First
Boston Limited from David Crossland
10.3 Letter dated February 21, 1996 to Carnival Corporation and CS First
Boston Limited from Thomas Trickett
10.4 Shareholders' agreement dated February 21, 1996 between Carnival
Corporation and David Crossland
10.5 Subscription agreement between Carnival Corporation and Airtours plc
dated February 21, 1996
11 Statement regarding computation of per share earnings
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARNIVAL CORPORATION
Dated: April 10, 1996 BY /s/ Micky Arison
Micky Arison
Chairman of the Board and Chief
Executive Officer
Dated: April 10, 1996 BY /s/ Howard S. Frank
Howard S. Frank
Vice-Chairman, Chief Financial and
Accounting Officer
INDEX TO EXHIBITS
Page No. in
Sequential
Numbering
System
Exhibits
4.1 Revolving credit facility dated April 1, 1996 between Carnival
Corporation, Nationsbanc Capital Markets, Inc., and Nationsbank, N.A.
10.1 Letter agreement dated March 27, 1996 between Carnival Corporation and
CHC Casinos Canada Limited
10.2 Letter dated February 21, 1996 to Carnival Corporation and CS First
Boston Limited from David Crossland
10.3 Letter dated February 21, 1996 to Carnival Corporation and CS First
Boston Limited from Thomas Trickett
10.4 Shareholders' agreement dated February 21, 1996 between Carnival
Corporation and David Crossland
10.5 Subscription agreement between Carnival Corporation and Airtours plc
dated February 21, 1996
11 Statement regarding computation of per share earnings
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule