EX-13 4 a2017ex-13.htm EXHIBIT 13 Exhibit

Exhibit 13
CARNIVAL CORPORATION & PLC
EXHIBIT 13 TO FORM 10-K
FOR THE YEAR ENDED NOVEMBER 30, 2017
TABLE OF CONTENTS
 

F-1

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
 
 
Years Ended November 30,
 
2017
 
2016
 
2015
Revenues
 
 
 
 
 
Cruise
 
 
 
 
 
Passenger ticket
$
12,944

 
$
12,090

 
$
11,601

Onboard and other
4,330

 
4,068

 
3,887

Tour and other
236

 
231

 
226

 
17,510

 
16,389

 
15,714

Operating Costs and Expenses
 
 
 
 
 
Cruise
 
 
 
 
 
Commissions, transportation and other
2,359

 
2,240

 
2,161

Onboard and other
587

 
553

 
526

Payroll and related
2,107

 
1,993

 
1,859

Fuel
1,244

 
915

 
1,249

Food
1,031

 
1,005

 
981

Other ship operating
3,010

 
2,525

 
2,516

Tour and other
163

 
152

 
155

 
10,501

 
9,383

 
9,447

Selling and administrative
2,265

 
2,197

 
2,067

Depreciation and amortization
1,846

 
1,738

 
1,626

Goodwill and trademark impairment
89

 
—

 
—

 
14,701

 
13,318

 
13,140

Operating Income
2,809

 
3,071

 
2,574

Nonoperating Income (Expense)
 
 
 
 
 
Interest income
9

 
6

 
8

Interest expense, net of capitalized interest
(198
)
 
(223
)
 
(217
)
Gains (losses) on fuel derivatives, net
35

 
(47
)
 
(576
)
Other income, net
11

 
21

 
10

 
(143
)
 
(243
)
 
(775
)
Income Before Income Taxes
2,666

 
2,828

 
1,799

Income Tax Expense, Net
(60
)
 
(49
)
 
(42
)
Net Income
$
2,606

 
$
2,779

 
$
1,757

Earnings Per Share
 
 
 
 
 
Basic
$
3.61

 
$
3.73

 
$
2.26

Diluted
$
3.59

 
$
3.72

 
$
2.26

Dividends Declared Per Share
$
1.60

 
$
1.35

 
$
1.10

The accompanying notes are an integral part of these consolidated financial statements.

F-2

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
 
 
Years Ended November 30,
 
2017
 
2016
 
2015
Net Income
$
2,606

 
$
2,779

 
$
1,757

Items Included in Other Comprehensive Income (Loss)
 
 
 
 
 
Change in foreign currency translation adjustment
590

 
(675
)
 
(1,078
)
Other
82

 
(38
)
 
(47
)
Other Comprehensive Income (Loss)
672

 
(713
)
 
(1,125
)
Total Comprehensive Income
$
3,278

 
$
2,066

 
$
632

The accompanying notes are an integral part of these consolidated financial statements.


F-3

CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(in millions, except par values)
 
 
November 30,
 
2017
 
2016
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
395

 
$
603

Trade and other receivables, net
312

 
298

Inventories
387

 
322

Prepaid expenses and other
502

 
466

Total current assets
1,596

 
1,689

Property and Equipment, Net
34,430

 
32,429

Goodwill
2,967

 
2,910

Other Intangibles
1,200

 
1,275

Other Assets
585

 
578

 
$
40,778

 
$
38,881

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current Liabilities
 
 
 
Short-term borrowings
$
485

 
$
457

Current portion of long-term debt
1,717

 
640

Accounts payable
762

 
713

Accrued liabilities and other
1,877

 
1,740

Customer deposits
3,958

 
3,522

Total current liabilities
8,800

 
7,072

Long-Term Debt
6,993

 
8,302

Other Long-Term Liabilities
769

 
910

Commitments and Contingencies

 

Shareholders’ Equity
 
 
 
Common stock of Carnival Corporation, $0.01 par value; 1,960 shares authorized; 655 shares at 2017 and 654 shares at 2016 issued
7

 
7

Ordinary shares of Carnival plc, $1.66 par value; 217 shares at 2017 and 2016 issued
358

 
358

Additional paid-in capital
8,690

 
8,632

Retained earnings
23,292

 
21,843

Accumulated other comprehensive loss
(1,782
)
 
(2,454
)
Treasury stock, 122 shares at 2017 and 118 shares at 2016 of Carnival Corporation and 32 shares at 2017 and 27 shares at 2016 of Carnival plc, at cost
(6,349
)
 
(5,789
)
Total shareholders’ equity
24,216

 
22,597

 
$
40,778

 
$
38,881

The accompanying notes are an integral part of these consolidated financial statements.


F-4

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 
 
Years Ended November 30,
 
2017
 
2016
 
2015
OPERATING ACTIVITIES
 
 
 
 
 
Net income
$
2,606

 
$
2,779

 
$
1,757

Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
1,846

 
1,738

 
1,626

Impairments
392

 
—

 
—

(Gains) losses on fuel derivatives, net
(35
)
 
47

 
576

Share-based compensation
63

 
55

 
55

Other, net
51

 
71

 
32

 
4,923

 
4,690

 
4,046

Changes in operating assets and liabilities
 
 
 
 
 
Receivables
6

 
(22
)
 
4

Inventories
(49
)
 
1

 
5

Prepaid expenses and other
(13
)
 
11

 
131

Accounts payable
21

 
109

 
36

Accrued and other liabilities
73

 
(21
)
 
(31
)
Customer deposits
361

 
366

 
354

Net cash provided by operating activities
5,322

 
5,134

 
4,545

INVESTING ACTIVITIES
 
 
 
 
 
Purchases of property and equipment
(2,944
)
 
(3,062
)
 
(2,294
)
Payments of fuel derivative settlements
(203
)
 
(291
)
 
(219
)
Other, net
58

 
30

 
35

Net cash used in investing activities
(3,089
)
 
(3,323
)
 
(2,478
)
FINANCING ACTIVITIES
 
 
 
 
 
(Repayments of) proceeds from short-term borrowings, net
(29
)
 
447

 
(633
)
Principal repayments of long-term debt
(1,227
)
 
(1,278
)
 
(1,238
)
Proceeds from issuance of long-term debt
467

 
1,542

 
2,041

Dividends paid
(1,087
)
 
(977
)
 
(816
)
Purchases of treasury stock
(552
)
 
(2,340
)
 
(533
)
Sales of treasury stock
—

 
40

 
264

Other, net
(24
)
 
(25
)
 
(27
)
Net cash used in financing activities
(2,452
)
 
(2,591
)
 
(942
)
Effect of exchange rate changes on cash and cash equivalents
11

 
(12
)
 
(61
)
Net (decrease) increase in cash and cash equivalents
(208
)
 
(792
)
 
1,064

Cash and cash equivalents at beginning of year
603

 
1,395

 
331

Cash and cash equivalents at end of year
$
395

 
$
603

 
$
1,395

The accompanying notes are an integral part of these consolidated financial statements.


F-5

CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)
 
 
Common
stock
 
Ordinary
shares
 
Additional
paid-in
capital
 
Retained
earnings
 
Accumulated other comprehensive loss
 
Treasury
stock
 
Total
shareholders’
equity
At November 30, 2014
$
7

 
$
358

 
$
8,384

 
$
19,158

 
$
(616
)
 
$
(3,087
)
 
$
24,204

Net income
—

 
—

 
—

 
1,757

 
—

 
—

 
1,757

Other comprehensive loss
—

 
—

 
—

 
—

 
(1,125
)
 
—

 
(1,125
)
Cash dividends declared
—

 
—

 
—

 
(855
)
 
—

 
—

 
(855
)
Purchases and sales under the Stock Swap program, net
—

 
—

 
119

 
—

 
—

 
(112
)
 
7

Purchases of treasury stock under the Repurchase Program and other
—

 
—

 
59

 
—

 
—

 
(276
)
 
(217
)
At November 30, 2015
7

 
358

 
8,562

 
20,060

 
(1,741
)
 
(3,475
)
 
23,771

Net income
—

 
—

 
—

 
2,779

 
—

 
—

 
2,779

Other comprehensive loss
—

 
—

 
—

 
—

 
(713
)
 
—

 
(713
)
Cash dividends declared
—

 
—

 
—

 
(996
)
 
—

 
—

 
(996
)
Purchases and sales under the Stock Swap program, net
—

 
—

 
14

 
—

 
—

 
(13
)
 
1

Purchases of treasury stock under the Repurchase Program and other
—

 
—

 
56

 
—

 
—

 
(2,301
)
 
(2,245
)
At November 30, 2016
7

 
358

 
8,632

 
21,843

 
(2,454
)
 
(5,789
)
 
22,597

Change in accounting principle (a)
—

 
—

 
2

 
(2
)
 
—

 
—

 
—

Net income
—

 
—

 
—

 
2,606

 
—

 
—

 
2,606

Other comprehensive income
—

 
—

 
—

 
—

 
672

 
—

 
672

Cash dividends declared
—

 
—

 
—

 
(1,155
)
 
—

 
—

 
(1,155
)
Purchases of treasury stock under the Repurchase Program and other
—

 
—

 
56

 
—

 
—

 
(560
)
 
(504
)
At November 30, 2017
$
7

 
$
358

 
$
8,690

 
$
23,292

 
$
(1,782
)
 
$
(6,349
)
 
$
24,216

The accompanying notes are an integral part of these consolidated financial statements.

(a)
We elected to early adopt the provisions of ASU 2016-09, Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting, on December 1, 2016 using the modified retrospective approach. The impact primarily related to forfeitures.

F-6

CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – General

Description of Business

Carnival Corporation was incorporated in Panama in 1972 and Carnival plc was incorporated in England and Wales in 2000. Together with their consolidated subsidiaries, they are referred to collectively in these consolidated financial statements and elsewhere in this 2017 Annual Report as “Carnival Corporation & plc,” “our,” “us” and “we.” The consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. 

We are the world’s largest leisure travel company and among the most profitable and financially strong in the cruise and vacation industries. We are also the largest cruise company, carrying nearly half of global cruise guests, and a leading provider of vacations to all major cruise destinations throughout the world. With operations in North America, Europe, Australia and Asia, we operate over 100 cruise ships within a portfolio of leading global, regional and national cruise brands that sell tailored cruise products, services and vacation experiences in all the world’s most desirable destinations.

DLC Arrangement

Carnival Corporation and Carnival plc operate a dual listed company (“DLC”) arrangement, whereby the businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and provisions in Carnival Corporation’s Articles of Incorporation and By-Laws and Carnival plc’s Articles of Association. The two companies operate as a single economic enterprise with a single senior executive management team and identical Boards of Directors, but each has retained its separate legal identity. Each company’s shares are publicly traded; on the New York Stock Exchange (“NYSE”) for Carnival Corporation and the London Stock Exchange (“LSE”) for Carnival plc. The Carnival plc American Depository Shares are traded on the NYSE.

The constitutional documents of each company provide that, on most matters, the holders of the common equity of both companies effectively vote as a single body. The Equalization and Governance Agreement between Carnival Corporation and Carnival plc provides for the equalization of dividends and liquidation distributions based on an equalization ratio and contains provisions relating to the governance of the DLC arrangement. Because the equalization ratio is 1 to 1, one share of Carnival Corporation common stock and one Carnival plc ordinary share are generally entitled to the same distributions.

Under deeds of guarantee executed in connection with the DLC arrangement, as well as stand-alone guarantees executed since that time, each of Carnival Corporation and Carnival plc have effectively cross guaranteed all indebtedness and certain other monetary obligations of each other. Once the written demand is made, the holders of indebtedness or other obligations may immediately commence an action against the relevant guarantor.

Under the terms of the DLC arrangement, Carnival Corporation and Carnival plc are permitted to transfer assets between the companies, make loans to or investments in each other and otherwise enter into intercompany transactions. In addition, the cash flows and assets of one company are required to be used to pay the obligations of the other company, if necessary.

Given the DLC arrangement, we believe that providing separate financial statements for each of Carnival Corporation and Carnival plc would not present a true and fair view of the economic realities of their operations. Accordingly, separate financial statements for Carnival Corporation and Carnival plc have not been presented.

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

We consolidate entities over which we have control, as typically evidenced by a voting control of greater than 50% or for which we are the primary beneficiary, whereby we have the power to direct the most significant activities and the obligation to absorb significant losses or receive significant benefits from the entity. We do not separately present our noncontrolling interests in the consolidated financial statements since the amounts are immaterial. For affiliates we do not control but where significant influence over financial and operating policies exists, as typically evidenced by a voting control of 20% to 50%, the investment is accounted for using the equity method.



F-7

Preparation of Financial Statements

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported and disclosed in our consolidated financial statements. Actual results may differ from the estimates used in preparing our consolidated financial statements. All significant intercompany balances and transactions are eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include investments with maturities of three months or less at acquisition, which are stated at cost. 

Inventories

Inventories consist substantially of food, beverages, hotel supplies, fuel and gift shop merchandise, which are all carried at the lower of cost or market. Cost is determined using the weighted-average or first-in, first-out methods.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over our estimates of useful lives and residual values, as a percentage of original cost, as follows:
 
Years
 
Residual
Values
Ships
30
 
15%
Ship improvements
3-30
 
  0%
Buildings and improvements
10-40
 
0% or 10%
Computer hardware and software
3-12
 
0% or 10%
Transportation equipment and other
3-20
 
0% or 10%
Leasehold improvements, including port facilities
Shorter of the remaining lease term or related asset life (3-30)
 
0%
As of November 30, 2017, we operated 103 cruise ships.

The cost of ships under construction include progress payments for the construction of new ships, as well as design and engineering fees, capitalized interest, construction oversight costs and various owner supplied items. We account for ship improvement costs by capitalizing those costs we believe add value to our ships and have a useful life greater than one year and depreciate those improvements over their estimated useful life. We have a capital program for the improvement of our ships and for asset replacements in order to enhance the effectiveness and efficiency of our operations; to comply with, or exceed all relevant legal and statutory requirements related to health, environment, safety, security and sustainability; and to gain strategic benefits or provide improved product innovations to our guests.

We capitalize interest as part of the cost of capital projects during their construction period. The specifically identified or estimated cost and accumulated depreciation of previously capitalized ship components are written-off upon retirement, which may result in a loss on disposal that is also included in other ship operating expenses. Liquidated damages received from shipyards as a result of late ship delivery are recorded as reductions to the cost basis of the ship.

The costs of repairs and maintenance, including minor improvement costs and dry-dock expenses, are charged to expense as incurred and included in other ship operating expenses. Dry-dock expenses primarily represent planned major maintenance activities that are incurred when a ship is taken out-of-service for scheduled maintenance.

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Upon the occurrence of a triggering event, the assessment of possible impairment is based on our ability to recover the carrying value of our asset from the asset’s estimated undiscounted future cash flows. If these estimated undiscounted future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the excess, if any, of the asset’s carrying value over its estimated fair value. The lowest level for which we maintain identifiable cash flows that are independent of the cash flows of other assets and liabilities is at the individual ship level. A significant amount of judgment is required in estimating the future cash flows and fair values of our cruise ships.

F-8


Goodwill and Other Intangibles

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business acquisition. We review our goodwill for impairment at least annually and as events or circumstances dictate. All of our goodwill has been allocated to our reporting units. The impairment review for goodwill allows us to first assess qualitative factors to determine whether it is necessary to perform the more detailed quantitative goodwill impairment test. We would perform the quantitative test if our qualitative assessment determined it is more-likely-than-not that a reporting unit’s estimated fair value is less than its carrying amount. We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. When performing the quantitative test, if the estimated fair value of the reporting unit exceeds its carrying value, no further analysis is required. However, if the estimated fair value of the reporting unit is less than the carrying value, goodwill is written down based on the difference between the reporting unit’s carrying amount and its fair value, limited to the amount of goodwill allocated to the reporting unit.

Trademarks represent substantially all of our other intangibles. For certain acquisitions, we have allocated a portion of the purchase prices to the acquiree’s identified trademarks. Trademarks are estimated to have an indefinite useful life and are not amortizable but are reviewed for impairment at least annually and as events or circumstances dictate. The impairment review for trademarks also allows us to first assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative trademark impairment test. We would perform the quantitative test if our qualitative assessment determined it was more-likely-than-not that the trademarks are impaired. We may also elect to bypass the qualitative assessment and proceed directly to the quantitative test. Our trademarks would be considered impaired if their carrying value exceeds their estimated fair value. The costs of developing and maintaining our trademarks are expensed as incurred.

A significant amount of judgment is required in estimating the fair values of our reporting units and trademarks.

Derivatives and Other Financial Instruments

We utilize derivative and non-derivative financial instruments, such as foreign currency forwards, options and swaps, foreign currency debt obligations and foreign currency cash balances, to manage our exposure to fluctuations in certain foreign currency exchange rates. We use interest rate swaps to manage our interest rate exposure to achieve a desired proportion of fixed and floating rate debt. In addition, we have fuel derivatives settling in 2018 to mitigate a portion of the risk to our future cash flows attributable to potential fuel price increases, which we define as our “economic risk.” Our policy is to not use any financial instruments for trading or other speculative purposes.

All derivatives are recorded at fair value. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative is recognized as a component of accumulated other comprehensive income (“AOCI”) until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable. If a derivative or a non-derivative financial instrument is designated as a hedge of our net investment in a foreign operation, then changes in the fair value of the financial instrument are recognized as a component of AOCI to offset a portion of the change in the translated value of the net investment being hedged until the investment is sold or substantially liquidated. Any ineffective portion is immediately recognized in earnings. For derivatives that do not qualify for hedge accounting treatment, the change in fair value is recognized in earnings.

We classify the fair value of all our derivative contracts as either current or long-term, depending on the maturity date of the derivative contract. The cash flows from derivatives treated as hedges are classified in our Consolidated Statements of Cash Flows in the same category as the item being hedged. Our cash flows related to fuel derivatives are classified within investing activities.

We measure our derivatives using valuations that are calibrated to the initial trade prices. Subsequent valuations are based on observable inputs and other variables included in the valuation model such as interest rate, yield and commodity price curves, forward currency exchange rates, credit spreads, maturity dates, volatilities and netting arrangements. We use the income approach to value derivatives for foreign currency options and forwards, interest rate swaps and fuel derivatives using observable market data for all significant inputs and standard valuation techniques to convert future amounts to a single present value amount, assuming that participants are motivated but not compelled to transact.

Foreign Currency Translation and Transactions

Each foreign entity determines its functional currency by reference to its primary economic environment. We translate the assets and liabilities of our foreign entities that have functional currencies other than the U.S. dollar at exchange rates in effect

F-9

at the balance sheet date. Revenues and expenses of these foreign entities are translated at weighted-average exchange rates for the period. Equity is translated at historical rates and the resulting foreign currency translation adjustments are included as a component of AOCI, which is a separate component of shareholders’ equity. Therefore, the U.S. dollar value of the non-equity translated items in our consolidated financial statements will fluctuate from period to period, depending on the changing value of the U.S. dollar versus these currencies.

We execute transactions in a number of different currencies. Exchange rate gains and losses arising from changes in foreign currency exchange rates between the time an expense is recorded and when it is settled are recognized currently in other income, net. The remeasurement of monetary assets and liabilities denominated in a currency other than the functional currency of the entity involved is also recognized in other income, net, unless such monetary liabilities have been designated to act as hedges of net investments in our foreign entities. The net gains or losses resulting from foreign currency transactions were insignificant in 2017, 2016 and 2015. In addition, the unrealized gains or losses on our long-term intercompany receivables and payables which are denominated in a non-functional currency and which are not expected to be repaid in the foreseeable future are recorded as foreign currency translation adjustments included as a component of AOCI.

Revenue and Expense Recognition

Guest cruise deposits represent unearned revenues and are initially included in customer deposit liabilities when received. Customer deposits are subsequently recognized as cruise revenues, together with revenues from onboard and other activities, and all associated direct costs and expenses of a voyage are recognized as cruise costs and expenses, upon completion of voyages with durations of ten nights or less and on a pro rata basis for voyages in excess of ten nights. The impact of recognizing these shorter duration cruise revenues and costs and expenses on a completed voyage basis versus on a pro rata basis is not significant. Future travel discount vouchers are included as a reduction of cruise passenger ticket revenues when such vouchers are utilized. Guest cancellation fees are recognized in cruise passenger ticket revenues at the time of cancellation. Revenue is recognized net of expected discounts.

Our sale to guests of air and other transportation to and from airports near the home ports of our ships are included in cruise passenger ticket revenues, and the related cost of purchasing these services are included in cruise transportation costs. The proceeds that we collect from the sales of third-party shore excursions and on behalf of our onboard concessionaires, net of the amounts remitted to them, are included in onboard and other cruise revenues as concession revenues. All of these amounts are recognized on a completed voyage or pro rata basis as discussed above.

Cruise passenger ticket revenues include fees, taxes and charges collected by us from our guests. A portion of these fees, taxes and charges vary with guest head counts and are directly imposed on a revenue-producing arrangement. This portion of the fees, taxes and charges is expensed in commissions, transportation and other costs when the corresponding revenues are recognized. These fees, taxes and charges included in passenger ticket revenues and commissions, transportation and other costs were $579 million in 2017, $540 million in 2016 and $524 million in 2015. The remaining portion of fees, taxes and charges are also included in cruise passenger ticket revenues and are expensed in other ship operating expenses when the corresponding revenues are recognized.

Revenues and expenses from our hotel and transportation operations, which are included in our Tour and Other segment, are recognized at the time the services are performed or expenses are incurred. Revenues from the long-term leasing of ships, which are also included in our Tour and Other segment, are recognized ratably over the term of the agreement.

Insurance

We maintain insurance 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, damage to hull and machinery for each of our ships, war risks, workers’ compensation, directors’ and officers’ liability, property damage and general liability for shoreside third-party claims. We recognize insurance recoverables from third-party insurers up to the amount of recorded losses at the time the recovery is probable and upon settlement for amounts in excess of the recorded losses. All of our insurance policies are subject to coverage limits, exclusions and deductible levels. The liabilities associated with crew illnesses and crew and guest injury claims, including all legal costs, are estimated based on the specific merits of the individual claims or actuarially estimated based on historical claims experience, loss development factors and other assumptions.

Selling and Administrative Expenses

Selling expenses include a broad range of advertising, marketing and promotional expenses. Advertising is charged to expense as incurred, except for media production costs, which are expensed upon the first airing of the advertisement. Selling expenses

F-10

totaled $645 million in 2017, $630 million in 2016 and $627 million in 2015. Administrative expenses represent the costs of our shoreside ship support, reservations and other administrative functions, and include salaries and related benefits, professional fees and building occupancy costs, which are typically expensed as incurred.

Share-Based Compensation

We recognize compensation expense for all share-based compensation awards using the fair value method. For time-based share awards, we recognize compensation cost ratably using the straight-line attribution method over the expected vesting period or to the retirement eligibility date, if less than the vesting period. For performance-based share awards, we estimate compensation cost based on the probability of the performance condition being achieved and recognize expense ratably using the straight-line attribution method over the expected vesting period. If all or a portion of the performance condition is not expected to be met, the appropriate amount of previously recognized compensation expense is reversed and future compensation expense is adjusted accordingly. For market-based share awards, we recognize compensation cost ratably using the straight-line attribution method over the expected vesting period. If the target market conditions are not expected to be met, compensation expense will still be recognized. In addition, we account for forfeitures as they are incurred.

Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during each period. Diluted earnings 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 they have equivalent rights.

Accounting Pronouncements

The Financial Accounting Standards Board (the “FASB”) issued guidance, Presentation of Financial Statements - Going Concern, which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and to provide related disclosures. On November 30, 2017, we adopted this guidance and it did not have a material impact to our consolidated financial statements.

The FASB issued guidance, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. When effective, this standard will replace most existing revenue recognition guidance in U.S. GAAP. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not comprehensively addressed in U.S. GAAP. This guidance is required to be adopted by us in the first quarter of 2019 and can be applied using either a retrospective or a modified retrospective approach. Based on our assessment to date, we expect to enhance our disclosures with respect to revenue recognition in anticipation of our compliance with the new standard. We are currently evaluating any other impact this guidance will have on our consolidated financial statements.

The FASB issued amended guidance, Business Combinations - Clarifying the Definition of a Business, which assists entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is required to be adopted by us in the first quarter of 2019 on a prospective basis. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance is not expected to have a material impact to our consolidated financial statements.

The FASB issued amended guidance, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are aimed at reducing the existing diversity in practice. This guidance is required to be adopted by us in the first quarter of 2019 and must be applied using a retrospective approach for each period presented. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance is not expected to have a material impact to our consolidated financial statements.

The FASB issued amended guidance, Statement of Cash Flows - Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents in the statement of cash flows. This guidance is required to be adopted by us in the first quarter of 2019 and must be applied using a retrospective approach to each period presented. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance is not expected to have a material impact to our consolidated financial statements.

F-11

The FASB issued amended guidance, Compensation - Retirement Benefits - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires the bifurcation of net benefit cost. This guidance is required to be adopted by us in the first quarter of 2019 and must be applied using a retrospective approach for the presentation of the service cost component and the other components of net benefit cost, and on a prospective basis for the capitalization of only the service cost component of net benefit cost. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact to our consolidated financial statements.

The FASB issued amended guidance, Service Concession Arrangements, which clarifies that the grantor in a service arrangement should be considered the customer of the operating entity in all cases. This guidance is required to be adopted by us in the first quarter of 2019 and can be applied using either a retrospective or a modified retrospective approach. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

The FASB issued guidance, Leases, which requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. This guidance is required to be adopted by us in the first quarter of 2020 and must be applied using a modified retrospective approach. Early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

The FASB issued guidance, Derivatives and Hedging, which targeted improvements to accounting for hedging activities such as hedging strategies, effectiveness assessments, and recognition of derivative gains or losses. This guidance is required to be adopted by us in the first quarter of 2020 and must be applied using a modified retrospective approach. Early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

NOTE 3 – Property and Equipment
 
November 30,
 (in millions)
2017
 
2016
Ships and ship improvements
$
46,744

  
$
44,122

Ships under construction
790

  
725

Other property and equipment
3,331

  
2,677

Total property and equipment
50,865

  
47,524

Less accumulated depreciation
(16,435
)
 
(15,095
)
 
$
34,430

 
$
32,429


Capitalized interest amounted to $28 million in 2017, $26 million in 2016 and $22 million in 2015.

Sales of Ships

In April 2017, we transferred an EAA segment 1,550-passenger capacity ship under a bareboat charter agreement which was accounted for as a sale.

In July 2017, we entered into a bareboat charter agreement, which will be accounted for as a sale, for an EAA segment 1,300-passenger capacity ship. The ship will be transferred to the charterer in April 2018.

In September 2017, we entered into an agreement to sell an EAA segment 700-passenger capacity ship. The ship will be transferred to the buyer in March 2018.

NOTE 4 – Other Assets

We have a 40% noncontrolling interest in Grand Bahama Shipyard Ltd. (“Grand Bahama”), a ship repair and maintenance facility. Grand Bahama provided services to us of $97 million in 2017, $58 million in 2016 and $33 million in 2015.


F-12

NOTE 5 – Unsecured Debt
 
 
November 30, 2017
 
November 30,
 (in millions)
Interest Rates
 
Maturities Through
 
2017
 
2016
Long-Term Debt
 
 
 
 
 
 
 
Export Credit Facilities
 
 
 
 
 
 
 
Fixed rate
2.4% to 5.0%
 
2028
 
$
860

 
$
941

EUR fixed rate
3.8% to 4.5%
 
2025
 
229

 
233

Floating rate
2.0% to 2.1%
 
2022
 
307

 
793

EUR floating rate
0.0% to 0.7%
 
2027
 
1,596

 
1,649

Bank Loans
 
 
 
 
 
 
 
EUR fixed rate
0.2% to 3.9%
 
2021
 
653

 
612

Floating rate
2.2% to 2.3%
 
2022
 
500

 
800

EUR floating rate
0.4% to 0.8%
 
2021
 
355

 
319

GBP floating rate
1.0%
 
2018
 
415

—

—

Private Placement Notes
 
 
 
 
 
 
 
EUR fixed rate
7.3%
 
2018
 
57

 
51

Publicly-Traded Notes
 
 
 
 
 
 
 
Fixed rate
1.9% to 7.9%
 
2028
 
1,717

 
1,717

EUR fixed rate
1.1% to 1.9%
 
2022
 
2,072

 
1,857

Other
—
 
—
 
—

 
25

Short-Term Borrowings
 
 
 
 
 
 
 
Floating rate commercial paper
1.5%
 
2018
 
420

 
—

EUR floating rate commercial paper
(0.1)%
 
2018
 
65

 
451

EUR floating rate bank loans
—
 
—
 
—

 
6

Total Debt

 

 
9,246

 
9,454

Less: Unamortized debt issuance costs
 
 
 
 
(51
)
 
(55
)
Total Debt, net of unamortized debt issuance costs
 
 
 
 
9,195

 
9,399

Less: Short-term borrowings

 

 
(485
)
 
(457
)
Less: Current portion of long-term debt

 

 
(1,717
)
 
(640
)
Long-Term Debt

 

 
$
6,993

 
$
8,302


The debt table does not include the impact of our foreign currency and interest rate swaps. The interest rates on some of our debt, and in the case of our main revolving credit facility, fluctuate based on the applicable rating of senior unsecured long-term securities of Carnival Corporation or Carnival plc. We use the net proceeds from our borrowings for payments related to the purchases of new ships and general corporate purposes. For the twelve months ended November 30, 2017, we had borrowings of $111 million and repayments of $364 million of commercial paper with original maturities greater than three months.

Interest-bearing debt is recorded at initial fair value, which normally reflects the proceeds received by us, net of debt issuance costs, and is subsequently stated at amortized cost. On December 1, 2016, we adopted the FASB issued amended guidance Interest - Imputation of Interest and reclassified $55 million from Other Assets to Long-Term Debt on our November 30, 2016 Consolidated Balance Sheet. Debt issuance costs are generally amortized to interest expense using the straight-line method, which approximates the effective interest method, over the term of the debt. In addition, all debt issue discounts and premiums are amortized to interest expense using the effective interest rate method over the term of the notes.


F-13

Substantially all of our fixed rate debt can be called or prepaid by incurring additional costs. In addition, substantially all of our debt agreements, including our main revolving credit facility, contain one or more financial covenants that require us to:

•Maintain minimum debt service coverage
•Maintain minimum shareholders’ equity
•Limit our debt to capital and debt to equity ratios
•Limit the amounts of our secured assets as well as secured and other indebtedness

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. At November 30, 2017, we were in compliance with all of our debt covenants.

The scheduled annual maturities of our debt were as follows:
(in millions)
 
 
Fiscal
 
November 30, 2017
2018
 
$
2,202

2019
 
2,109

2020
 
1,315

2021
 
1,148

2022
 
1,034

Thereafter
 
1,438

 
 
$
9,246


Committed Ship Financings

We have unsecured euro and U.S. dollar long-term export credit committed ship financings. These commitments, if drawn at the time of ship delivery, are generally repayable semi-annually over 12 years. We have the option to cancel each one at specified dates prior to the underlying ship’s delivery date.

Revolving Credit Facilities

At November 30, 2017, we had $3.0 billion of total revolving credit facilities comprised of a $2.7 billion ($1.9 billion, €500 million and £169 million) multi-currency revolving credit facility that expires in 2021 (the “Facility”) and a $300 million revolving credit facility that expires in 2020. A total of $2.5 billion of this capacity was available for drawing, which is net of outstanding commercial paper. The Facility currently bears interest at LIBOR/EURIBOR plus a margin of 30 basis points (“bps”). The margin varies based on changes to Carnival Corporation’s and Carnival plc’s long-term senior unsecured credit ratings. We are required to pay a commitment fee on any undrawn portion.

NOTE 6 – Commitments
 
Fiscal
 
 
 
 
(in millions)
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Shipbuilding
$
2,919

 
$
3,819

 
$
3,569

 
$
2,628

 
$
2,357

 
$
—

 
$
15,292

Operating leases
49

 
47

 
43

 
34

 
32

 
170

 
375

Port facilities and other
190

 
182

 
162

 
157

 
151

 
926

 
1,768

 
$
3,158

 
$
4,048

 
$
3,774

 
$
2,819

 
$
2,540

 
$
1,096

 
$
17,435




F-14

NOTE 7 – Contingencies

Litigation

In the normal course of our business, various claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits, or any settlement of claims and lawsuits, are covered by insurance and the maximum amount of our liability, net of any insurance recoverables, is typically limited to our self-insurance retention levels. Management believes the ultimate outcome of these claims, lawsuits, and settlements, as applicable, each and in the aggregate, will not have a material impact on our consolidated financial statements.

Contingent Obligation – Lease Out and Lease Back Type (“LILO”) Transaction

At November 30, 2017, we had an estimated contingent obligation of $123 million. At the inception of the lease, we paid the aggregate of the net present value of the obligation to a group of major financial institutions, who agreed to act as payment undertakers and directly pay this obligation. As a result, this contingent obligation is considered extinguished and neither the funds nor the contingent obligation have been included in our Consolidated Balance Sheets. As of January 2, 2018, this transaction was terminated at no cost.

Contingent Obligations – Indemnifications

Some of the debt contracts that we enter into include indemnification provisions obligating us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes or changes in laws which increase lenders’ costs. There are no stated or notional amounts included in the indemnification clauses, and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses.

NOTE 8 – Taxation

A summary of our principal taxes and exemptions in the jurisdictions where our significant operations are located is as follows:

U.S. Income Tax

We are primarily foreign corporations engaged in the business of operating cruise ships in international transportation. We also 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 itinerary, any particular ship may generate income from sources within the U.S. We believe that our U.S. source income and the income of our ship-owning subsidiaries, to the extent derived from, or incidental to, the international operation of a ship or ships, is currently exempt from U.S. federal income and branch profit taxes.

Our domestic U.S. operations, principally the hotel and transportation business of Holland America Princess Alaska Tours, are subject to federal and state income taxation in the U.S.

In general, under Section 883 of the Internal Revenue Code, certain non-U.S. corporations (such as our North American cruise ship businesses) are not subject to U.S. federal income tax or branch profits tax on U.S. source income derived from, or incidental to, the international operation of a ship or ships. Applicable U.S. Treasury regulations provide in general that a foreign corporation will qualify for the benefits of Section 883 if, in relevant part, (i) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the U.S. in respect of each category of shipping income for which an exemption is being claimed under Section 883 (an “equivalent exemption jurisdiction”) and (ii) the foreign corporation meets a defined publicly-traded corporation stock ownership test (the “publicly-traded test”). Subsidiaries of foreign corporations that are organized in an equivalent exemption jurisdiction and meet the publicly-traded test also benefit from Section 883. We believe that Panama is an equivalent exemption jurisdiction and that Carnival Corporation currently satisfies the publicly-traded test under the regulations. Accordingly, substantially all of Carnival Corporation’s income is exempt from U.S. federal income and branch profit taxes.

Regulations under Section 883 list certain activities that the Internal Revenue Service (“IRS”) does not consider to be incidental to the international operation of ships and, therefore, the income attributable to such activities, to the extent such income is U.S. source, does not qualify for the Section 883 exemption. Among the activities identified as not incidental are

F-15

income from the sale of air transportation, transfers, shore excursions and pre- and post-cruise land packages to the extent earned from sources within the U.S.

We believe that the U.S. source transportation income earned by Carnival plc and its subsidiaries currently qualifies for exemption from U.S. federal income tax under applicable bilateral U.S. income tax treaties.

Carnival Corporation and Carnival plc and certain of their subsidiaries are subject to various U.S. state income taxes generally imposed on each state’s portion of the U.S. source income subject to U.S. federal income taxes. However, the state of Alaska imposes an income tax on its allocated portion of the total income of our companies doing business in Alaska and certain of their subsidiaries.

UK and Australian Income Tax

Cunard, P&O Cruises (UK) and P&O Cruises (Australia) are divisions of Carnival plc and have elected to enter the UK tonnage tax under a rolling ten-year term and, accordingly, reapply every year. Companies to which the tonnage tax regime applies pay corporation taxes on profits calculated by reference to the net tonnage of qualifying ships. UK corporation tax is not chargeable under the normal UK tax rules on these brands’ relevant shipping income. Relevant shipping income includes income from the operation of qualifying ships and from shipping related activities.

For a company to be eligible for the regime, it must be subject to UK corporation tax and, among other matters, operate qualifying ships that are strategically and commercially managed in the UK. Companies within UK tonnage tax are also subject to a seafarer training requirement.

Our UK non-shipping activities that do not qualify under the UK tonnage tax regime remain subject to normal UK corporation tax. Dividends received from subsidiaries of Carnival plc doing business outside the UK are generally exempt from UK corporation tax.

P&O Cruises (Australia) and all of the other cruise ships operated internationally by Carnival plc for the cruise segment of the Australian vacation region are exempt from Australian corporation tax by virtue of the UK/Australian income tax treaty.

Italian and German Income Tax

In early 2015, Costa and AIDA re-elected to enter the Italian tonnage tax regime through 2024 and can reapply for an additional ten-year period beginning in early 2025. Companies to which the tonnage tax regime applies pay corporation taxes on shipping profits calculated by reference to the net tonnage of qualifying ships.

Most of Costa’s and AIDA’s earnings that are not eligible for taxation under the Italian tonnage tax regime will be taxed at an effective tax rate of 5.5%.

Substantially all of AIDA’s earnings are exempt from German income taxes by virtue of the Germany/Italy income tax treaty.

Asian Countries Income Taxes

Substantially all of our brands’ income from their international operation in Asian countries is exempt from income tax by virtue of relevant income tax treaties.

Other

We recognize income tax provisions for uncertain tax positions, based solely on their technical merits, when it is more likely than not to be sustained upon examination by the relevant tax authority. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate resolution. Based on all known facts and circumstances and current tax law, we believe that the total amount of our uncertain income tax position liabilities and related accrued interest are not significant to our financial position. All interest expense related to income tax liabilities is included in income tax expense.

We do not expect to incur income taxes on future distributions of undistributed earnings of foreign subsidiaries and, accordingly, no deferred income taxes have been provided for the distribution of these earnings. In addition to or in place of income taxes, virtually all jurisdictions where our ships call impose taxes, fees and other charges based on guest counts, ship

F-16

tonnage, passenger capacity or some other measure, and these taxes, fees and other charges are included in commissions, transportation and other costs and other ship operating expenses.

NOTE 9 – Shareholders’ Equity

Under a share repurchase program effective 2004, we are authorized to repurchase Carnival Corporation common stock and Carnival plc ordinary shares (the “Repurchase Program”). On April 6, 2017, the Boards of Directors approved a modification of the general authorization under the Repurchase Program, which replenished the remaining authorized repurchases at the time of the approval to $1.0 billion. The Repurchase Program does not have an expiration date and may be discontinued by our Boards of Directors at any time.
 
Carnival Corporation
 
Carnival plc
(in millions)
Number of Shares Repurchased
 
Dollar Amount Paid for Shares Repurchased
 
Number of Shares Repurchased
 
Dollar Amount Paid for Shares Repurchased
2017
3.3

 
$
223

 
5.6

 
$
335

2016
47.8

 
$
2,264

 
0.7

 
$
35

2015
5.3

 
$
276

 
—

 
$
—


In addition to the Repurchase Program, we have programs that allow us to obtain an economic benefit when either Carnival Corporation common stock is trading at a premium to the price of Carnival plc ordinary shares or Carnival plc ordinary shares are trading at a premium to Carnival Corporation common stock (the “Stock Swap Programs”).
 
During 2016 and 2015, under the Stock Swap Programs, 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. Carnival Corporation sold these Carnival plc ordinary shares owned by the subsidiary only to the extent it was able to repurchase an equivalent number of shares of Carnival Corporation common stock in the U.S.

During 2017, there were no sales or repurchases under the Stock Swap Programs. During 2016 and 2015, there were no sales of Carnival Corporation common stock or repurchases of Carnival plc ordinary shares under the Stock Swap Programs.
 
Accumulated Other Comprehensive Loss
 
November 30,
(in millions)
2017
 
2016
Cumulative foreign currency translation adjustments, net
$
(1,675
)
 
$
(2,266
)
Unrecognized pension expenses
(94
)
 
(120
)
Unrealized losses on marketable securities
—

 
(3
)
Net losses on cash flow derivative hedges
(13
)
 
(65
)
 
$
(1,782
)
 
$
(2,454
)

During 2017, 2016 and 2015, there were $18 million, $7 million and $13 million of unrecognized pension expenses that were reclassified out of accumulated other comprehensive loss and were included within payroll and related expenses and selling and administrative expenses.


F-17

We declared quarterly cash dividends on all of our common stock and ordinary shares as follows:
 
Quarters Ended
(in millions, except per share data)
February 28/29
 
May 31
 
August 31
 
November 30
2017
 
 
 
 
 
 
 
Dividends declared per share
$
0.35

 
$
0.40

 
$
0.40

 
$
0.45

Dividends declared
$
251

 
$
291

 
$
289

 
$
324

 
 
 
 
 
 
 
 
2016
 
 
 
 
 
 
 
Dividends declared per share
$
0.30

 
$
0.35

 
$
0.35

 
$
0.35

Dividends declared
$
225

 
$
261

 
$
256

 
$
254

 
 
 
 
 
 
 
 
2015
 
 
 
 
 
 
 
Dividends declared per share
$
0.25

 
$
0.25

 
$
0.30

 
$
0.30

Dividends declared
$
194

 
$
194

 
$
234

 
$
233


Carnival Corporation’s Articles of Incorporation authorize its Board of Directors, at its discretion, to issue up to 40 million shares of preferred stock. At November 30, 2017 and 2016, no Carnival Corporation preferred stock had been issued and only a nominal amount of Carnival plc preference shares had been issued.

NOTE 10 – Fair Value Measurements, Derivative Instruments and Hedging Activities and Financial Risk

Fair Value Measurements

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:

•
Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

•
Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.

•
Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, certain estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange.

Financial Instruments that are not Measured at Fair Value on a Recurring Basis
 
November 30, 2017
 
November 30, 2016
 
Carrying
Value
 
Fair Value
 
Carrying
Value
 
Fair Value
(in millions)
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 

 
 
 
 
 
 
 

Long-term other assets (a)
$
126

 
$
—

 
$
49

 
$
75

 
$
99

 
$
1

 
$
68

 
$
31

Total
$
126

 
$
—

 
$
49

 
$
75

 
$
99

 
$
1

 
$
68

 
$
31

Liabilities
 
 
 
 
 
 

 
 
 
 
 
 
 

Fixed rate debt (b)
$
5,588

 
$
—

 
$
5,892

 
$
—

 
$
5,436

 
$
—

 
$
5,727

 
$
—

Floating rate debt (b)
3,658

 
—

 
3,697

 
—

 
4,018

 
—

 
4,048

 
—

Total
$
9,246

 
$
—

 
$
9,589

 
$
—

 
$
9,454

 
$
—

 
$
9,775

 
$
—


F-18


(a)
Long-term other assets is comprised of notes receivables. The fair values of our Level 2 notes receivables were based on estimated future cash flows discounted at appropriate market interest rates. The fair values of our Level 3 notes receivable were estimated using risk-adjusted discount rates.
(b)
The debt amounts above do not include the impact of interest rate swaps or debt issuance costs. 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 and, accordingly, are considered Level 2. The fair values of our other debt were estimated based on current market interest rates being applied to this debt.

Financial Instruments that are Measured at Fair Value on a Recurring Basis 
 
November 30, 2017
 
November 30, 2016
(in millions)
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
395

 
$
—

 
$
—

 
$
603

 
$
—

 
$
—

Restricted cash
26

 
—

 
—

 
60

 
—

 
—

Short-term investments
—

 
—

 
—

 
—

 
—

 
21

Marketable securities held in rabbi trusts (a)
97

 
—

 
—

 
93

 
4

 
—

Derivative financial instruments
—

 
15

 
—

 
—

 
15

 
—

Total
$
518

 
$
15

 
$
—

 
$
756

 
$
19

 
$
21

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Derivative financial instruments
$
—

 
$
161

 
$
—

 
$
—

 
$
434

 
$
—

Total
$
—

 
$
161

 
$
—

 
$
—

 
$
434

 
$
—

 
(a)
At November 30, 2017 and 2016, the use of marketable securities held in rabbi trusts is restricted to funding certain deferred compensation and non-qualified U.S. pension plans.

Nonfinancial Instruments that are Measured at Fair Value on a Nonrecurring Basis

Valuation of Goodwill and Other Intangibles

As of July 31, 2017, we performed our annual goodwill and trademark impairment reviews and we determined there was no
impairment for goodwill or trademarks related to AIDA, Carnival Cruise Line, Costa, Cunard, Holland America Line, Princess
Cruises and P&O Cruises (UK).

During the third quarter of 2017, we made a decision to strategically realign our business in Australia, which includes reducing
capacity in P&O Cruises (Australia). We performed discounted cash flow analyses and determined that the estimated fair values of the P&O Cruises (Australia) reporting unit and its trademark no longer exceeded their carrying values. We recognized a goodwill impairment charge of $38 million and a trademark impairment charge of $50 million during the third quarter of 2017.

The determination of our reporting unit goodwill and trademark fair values includes numerous assumptions that are subject to
various risks and uncertainties. The principal assumptions, all of which are considered Level 3 inputs, used in our cash flow
analyses consisted of:

•
Forecasted operating results, including net revenue yields and net cruise costs including fuel prices
•
Capacity changes and the expected rotation of vessels into or out of each of these cruise brands, including decisions about the allocation of new ships amongst brands, the transfer of ships between brands and the timing of ship dispositions
•
Weighted-average cost of capital of market participants, adjusted for the risk attributable to the geographic regions in which these cruise brands operate
•
Capital expenditures, proceeds from forecasted dispositions of ships and terminal values

We believe that we have made reasonable estimates and judgments. Changes in the conditions or circumstances may result in a need to recognize an additional impairment charge.

F-19

 
Goodwill
(in millions)
North America
Segment
 
EAA
Segment
 
Total
At November 30, 2015
$
1,898

 
$
1,112

 
$
3,010

Foreign currency translation adjustment
—

 
(100
)
 
(100
)
At November 30, 2016
1,898

 
1,012

 
2,910

Impairment charge
—

 
(38
)
 
(38
)
Foreign currency translation adjustment
—

 
95

 
95

At November 30, 2017
$
1,898

 
$
1,069

 
$
2,967



 
Trademarks
(in millions)
North America
Segment
 
EAA
Segment
 
Total
At November 30, 2015
$
927

 
$
307

 
$
1,234

Foreign currency translation adjustment
—

 
(28
)
 
(28
)
At November 30, 2016
927

 
279

 
1,206

Impairment charge
—

 
(50
)
 
(50
)
Foreign currency translation adjustment
—

 
23

 
23

At November 30, 2017
$
927

 
$
252

 
$
1,179


Impairments of Ships

We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment. Primarily as a
result of our decision during the third quarter of 2017 to strategically realign our business in Australia, which includes reducing
capacity in P&O Cruises (Australia), we performed undiscounted cash flow analyses on certain ships as of July 31, 2017. Based on these undiscounted cash flow analyses, we determined that certain ships had net carrying values that exceeded their estimated undiscounted future cash flows. We estimated the July 31, 2017 fair values of these ships based on their discounted cash flows and comparable market transactions. We then compared these estimated fair values to the net carrying values and, as a result, we recognized $304 million of ship impairment charges in the EAA segment, included in other ship operating expenses of our consolidated statements of income for the third quarter of 2017.

The principal assumptions used in our analyses consisted of forecasted future operating results, including net revenue yields and net cruise costs including fuel prices, estimated ship sale proceeds, and changes in strategy, including decisions about the transfer of ships between brands. All principal assumptions are considered Level 3 inputs.


F-20

Derivative Instruments and Hedging Activities
 
 
 
November 30,
(in millions)
Balance Sheet Location
 
2017
 
2016
Derivative assets
 
 
 
 
 
Derivatives designated as hedging instruments
 
 
 
 
 
Net investment hedges (a)
Prepaid expenses and other
 
$
3

 
$
12

 
Other assets
 
—

 
3

Foreign currency zero cost collars (b)
Prepaid expenses and other
 
12

 
—

Total derivative assets
 
 
$
15

 
$
15

Derivative liabilities
 
 
 
 
 
Derivatives designated as hedging instruments
 
 
 
 
 
Net investment hedges (a)
Accrued liabilities and other
 
$
13

 
$
26

 
Other long-term liabilities
 
17

 
—

Interest rate swaps (c)
Accrued liabilities and other
 
10

 
10

 
Other long-term liabilities
 
17

 
23

Foreign currency zero cost collars (b)
Accrued liabilities and other
 
—

 
12

 
Other long-term liabilities
 
—

 
21

 
 
 
57

 
92

Derivatives not designated as hedging instruments
 
 
 
 
 
Fuel (d)
Accrued liabilities and other
 
95

 
198

 
Other long-term liabilities
 
9

 
144

 
 
 
104

 
342

Total derivative liabilities
 
 
$
161

 
$
434

 
(a)
At November 30, 2017 and 2016, we had foreign currency swaps totaling $324 million and $291 million, respectively, that are designated as hedges of our net investments in foreign operations with a euro-denominated functional currency. At November 30, 2017, these foreign currency swaps settle through September 2019. At November 30, 2016 we had foreign currency forwards totaling $456 million that were designated as hedges of our net investments in foreign operations, which have a euro-denominated functional currency.
(b)
At November 30, 2017 and 2016, we had foreign currency derivatives consisting of foreign currency zero cost collars that are designated as foreign currency cash flow hedges for a portion of our euro-denominated shipbuilding payments. See “Newbuild Currency Risks” below for additional information regarding these derivatives.
(c)
We have euro interest rate swaps designated as cash flow hedges whereby we receive floating interest rate payments in exchange for making fixed interest rate payments. These interest rate swap agreements effectively changed $479 million at November 30, 2017 and $500 million at November 30, 2016 of EURIBOR-based floating rate euro debt to fixed rate euro debt. At November 30, 2017, these interest rate swaps settle through March 2025.
(d)
At November 30, 2017 and 2016, we had fuel derivatives consisting of zero cost collars on Brent crude oil (“Brent”) to cover a portion of our estimated fuel consumption through 2018. See “Fuel Price Risks” below for additional information regarding these fuel derivatives.


F-21

Our derivative contracts include rights of offset with our counterparties. We have elected to net certain of our derivative assets and liabilities within counterparties.
 
November 30, 2017
(in millions)
Gross Amounts
 
Gross Amounts Offset in the Balance Sheet
 
Total Net Amounts Presented in the Balance Sheet
 
Gross Amounts not Offset in the Balance Sheet
 
Net Amounts
Assets
$
15

 
$
—

 
$
15

 
$
(8
)
 
$
7

Liabilities
$
161

 
$
—

 
$
161

 
$
(8
)
 
$
153

 
 
 
 
 
 
 
 
 
 
 
November 30, 2016
(in millions)
Gross Amounts
 
Gross Amounts Offset in the Balance Sheet
 
Total Net Amounts Presented in the Balance Sheet
 
Gross Amounts not Offset in the Balance Sheet
 
Net Amounts
Assets
$
15

 
$
—

 
$
15

 
$
(15
)
 
$
—

Liabilities
$
434

 
$
—

 
$
434

 
$
(15
)
 
$
419


The effective gain (loss) portions of our derivatives qualifying and designated as hedging instruments recognized in other comprehensive income (loss) were as follows:
 
November 30,
(in millions)
2017
 
2016
 
2015
Net investment hedges
$
(31
)
 
$
(33
)
 
$
58

Foreign currency zero cost collars – cash flow hedges
$
45

 
$
(8
)
 
$
(57
)
Interest rate swaps – cash flow hedges
$
8

 
$
8

 
$
2


There are no credit risk related contingent features in our derivative agreements, except for bilateral credit provisions within our fuel derivative counterparty agreements. These provisions require cash collateral to be posted or received to the extent the fuel derivative fair value payable to or receivable from an individual counterparty exceeds $100 million. At November 30, 2017 and 2016, no collateral was required to be posted to or received from our fuel derivative counterparties.

The amount of estimated cash flow hedges’ unrealized gains and losses that are expected to be reclassified to earnings in the next twelve months is not significant. 

Financial Risk

Fuel Price Risks

Substantially all of our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. We have Brent call options and Brent put options, collectively referred to as zero cost collars, that establish ceiling and floor prices and mitigate a portion of our economic risk attributable to potential fuel price increases. To maximize operational flexibility we utilized derivative markets with significant trading liquidity.

Our zero cost collars are based on Brent prices whereas the actual fuel used on our ships is marine fuel. Changes in the Brent prices may not show a high degree of correlation with changes in our underlying marine fuel prices. We will not realize any economic gain or loss upon the monthly maturities of our zero cost collars unless the average monthly price of Brent is above the ceiling price or below the floor price. We believe that these zero cost collars will act as economic hedges; however, hedge accounting is not applied.
 
November 30,
(in millions)
2017
 
2016
 
2015
Unrealized gains (losses) on fuel derivatives, net
$
227

 
$
236

 
$
(332
)
Realized losses on fuel derivatives, net
(192
)
 
(283
)
 
(244
)
Gains (losses) on fuel derivatives, net
$
35

 
$
(47
)
 
$
(576
)


F-22

At November 30, 2017, our outstanding fuel derivatives consisted of zero cost collars on Brent as follows:
Maturities (a)
Transaction
Dates
 
Barrels
(in thousands)
 
Weighted-Average
Floor  Prices
 
Weighted-Average
Ceiling  Prices
Fiscal 2018
 
 
 
 
 
 
 
 
January 2014
 
2,700

 
$
75

 
$
110

 
October 2014
 
3,000

 
$
80

 
$
114

 
 
 
5,700

 
 
 
 
 
(a)
Fuel derivatives mature evenly over each month in 2018.

Foreign Currency Exchange Rate Risks

Overall Strategy

We manage our exposure to fluctuations in foreign currency exchange rates through our normal operating and financing activities, including netting certain exposures to take advantage of any natural offsets and, when considered appropriate, through the use of derivative and non-derivative financial instruments. Our primary focus is to monitor our exposure to, and manage, the economic foreign currency exchange risks faced by our operations and realized if we exchange one currency for another. We currently only hedge certain of our ship commitments and net investments in foreign operations. The financial impacts of the hedging instruments we do employ generally offset the changes in the underlying exposures being hedged.

Operational Currency Risks

Our EAA segment operations generate significant revenues and incur significant expenses in their functional currencies, which subjects us to “foreign currency translational” risk related to these currencies. Accordingly, exchange rate fluctuations in their functional currencies against the U.S. dollar will affect our reported financial results since the reporting currency for our consolidated financial statements is the U.S. dollar. Any strengthening of the U.S. dollar against these foreign currencies has the financial statement effect of decreasing the U.S. dollar values reported for this segment’s revenues and expenses. Any weakening of the U.S. dollar has the opposite effect.

Substantially all of our operations also have non-functional currency risk related to their international sales. In addition, we have a portion of our operating expenses denominated in non-functional currencies. Accordingly, we also have “foreign currency transactional” risks related to changes in the exchange rates for our revenues and expenses that are in a currency other than the functional currency. The revenues and expenses which occur in the same non-functional currencies create some degree of natural offset.

Investment Currency Risks

We consider our investments in foreign operations to be denominated in stable currencies. Our investments in foreign operations are of a long-term nature. We have $5.3 billion and $415 million of euro- and sterling-denominated debt, respectively, including the effect of foreign currency swaps, which provides an economic offset for our operations with euro and sterling functional currency. We also partially mitigate our net investment currency exposures by denominating a portion of our foreign currency intercompany payables in our foreign operations’ functional currencies. 

Newbuild Currency Risks

Our shipbuilding contracts are typically denominated in euros. Our decision to hedge a non-functional currency ship commitment for our cruise brands is made on a case-by-case basis, considering the amount and duration of the exposure, market volatility, economic trends, our overall expected net cash flows by currency and other offsetting risks. We use foreign currency derivative contracts to manage foreign currency exchange rate risk for some of our ship construction payments.
At November 30, 2017 for the following newbuilds, we had foreign currency zero cost collars for a portion of euro-denominated shipyard payments. These collars are designated as cash flow hedges.

F-23

 
Entered Into
 
Matures in
 
Weighted-Average Floor Rate
 
Weighted- Average Ceiling Rate
Carnival Horizon
2016
 
March 2018
 
$
1.02

 
$
1.25

Seabourn Ovation
2016
 
April 2018
 
$
1.02

 
$
1.25

Nieuw Statendam
2016
 
November 2018
 
$
1.05

 
$
1.25


If the spot rate is between the ceiling and floor rates on the date of maturity, then we would not owe or receive any payments under these collars.

At November 30, 2017, our remaining newbuild currency exchange rate risk primarily relates to euro-denominated newbuild contract payments, which represent a total unhedged commitment of $6.8 billion and substantially all relates to newbuilds scheduled to be delivered in 2019 through 2022 to non-euro functional currency brands.

The cost of shipbuilding orders that we may place in the future that is denominated in a different currency than our cruise brands’ will be affected by foreign currency exchange rate fluctuations. These foreign currency exchange rate fluctuations may affect our decision to order new cruise ships.

Interest Rate Risks

We manage our exposure to fluctuations in interest rates through our debt portfolio management and investment strategies. We evaluate our debt portfolio to determine whether to make periodic adjustments to the mix of fixed and floating rate debt through the use of interest rate swaps, issuance of new debt, amendment of existing debt or early retirement of existing debt.

Concentrations of Credit Risk

As part of our ongoing control procedures, we monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. We seek to minimize these credit risk exposures, including counterparty nonperformance primarily associated with our cash equivalents, investments, committed financing facilities, contingent obligations, derivative instruments, insurance contracts and new ship progress payment guarantees, by:

•
Conducting business with large, well-established financial institutions, insurance companies and export credit agencies
•
Diversifying our counterparties
•
Having guidelines regarding credit ratings and investment maturities that we follow to help safeguard liquidity and minimize risk
•
Generally requiring collateral and/or guarantees to support notes receivable on significant asset sales, long-term ship charters and new ship progress payments to shipyards 

We currently believe the risk of nonperformance by any of our significant counterparties is remote. At November 30, 2017, our exposures under foreign currency and fuel derivative contracts and interest rate swap agreements were not material.
We also monitor the creditworthiness of travel agencies and tour operators in Asia, Australia and Europe, which includes charter-hire agreements in Asia and credit and debit card providers to which we extend credit in the normal course of our business. Our credit exposure also includes contingent obligations related to cash payments received directly by travel agents and tour operators for cash collected by them on cruise sales in Australia and most of Europe where we are obligated to honor our guests’ cruise payments made by them to their travel agents and tour operators regardless of whether we have received these payments. Concentrations of credit risk associated with these trade receivables, charter-hire agreements and contingent obligations are not considered to be material, principally due to the large number of unrelated accounts, the nature of these contingent obligations and their short maturities. We have not experienced significant credit losses on our trade receivables, charter-hire agreements and contingent obligations. We do not normally require collateral or other security to support normal credit sales.


F-24

NOTE 11 – Segment Information

We have four reportable segments that are comprised of (1) North America, (2) EAA, (3) Cruise Support and (4) Tour and Other. Our segments are reported on the same basis as the internally reported information that is provided to our chief operating decision maker (“CODM”), who is the President and Chief Executive Officer of Carnival Corporation and Carnival plc. The CODM assesses performance and makes decisions to allocate resources for Carnival Corporation & plc based upon review of the results across all of our segments.

Our North America segment includes Carnival Cruise Line, Holland America Line, Princess Cruises and Seabourn. Our EAA segment includes AIDA, Costa, Cunard, P&O Cruises (Australia) and P&O Cruises (UK). The operations of these reporting units have been aggregated into two reportable segments based on the similarity of their economic and other characteristics, including types of customers, regulatory environment, maintenance requirements, supporting systems and processes and products and services they provide. Our Cruise Support segment represents certain of our port and related facilities and other services that are provided for the benefit of our cruise brands. Our Tour and Other segment represents the hotel and transportation operations of Holland America Princess Alaska Tours and other operations. 
 
As of and for the years ended November 30,
(in millions)
Revenues
 
Operating Costs and
Expenses
 
Selling
and
Administrative
 
Depreciation
and
Amortization
 
Operating
Income (Loss)
 
Capital
Expenditures
 
Total
Assets
2017
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
$
11,135

 
$
6,338

 
$
1,284

 
$
1,136

 
$
2,376

 
$
1,497

 
$
23,907

EAA
6,158

 
4,082

 
720

 
620

 
648

(a)
1,011

 
14,672

Cruise Support
129

 
66

 
246

 
53

 
(235
)
 
431

 
1,739

Tour and Other
236

 
163

 
15

 
37

 
20

 
5

 
459

Intersegment elimination
(148
)
 
(148
)
 
—

 
—

 
—

 
—

 
—

 
$
17,510

 
$
10,501

 
$
2,265

 
$
1,846

 
$
2,809

 
$
2,944

 
$
40,778

2016
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
$
10,267

 
$
5,786

 
$
1,220

 
$
1,056

 
$
2,205

 
$
2,069

 
$
23,454

EAA
5,906

 
3,524

 
691

 
599

 
1,092

 
667

 
13,456

Cruise Support
131

 
67

 
278

 
42

 
(256
)
 
310

 
1,513

Tour and Other
231

 
152

 
8

 
41

 
30

 
16

 
458

Intersegment elimination
(146
)
 
(146
)
 
—

 
—

 
—

 
—

 
—

 
$
16,389

 
$
9,383

 
$
2,197

 
$
1,738

 
$
3,071

 
$
3,062

 
$
38,881

2015
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
$
9,866

 
$
5,925

 
$
1,140

 
$
994

 
$
1,807

 
$
854

 
$
22,420

EAA
5,636

 
3,442

 
695

 
561

 
938

 
1,265

 
14,076

Cruise Support
119

 
58

 
223

 
27

 
(189
)
 
162

 
2,248

Tour and Other
226

 
155

 
9

 
44

 
18

 
13

 
493

Intersegment elimination
(133
)
 
(133
)
 
—

 
—

 
—

 
—

 
—

 
$
15,714

 
$
9,447

 
$
2,067

 
$
1,626

 
$
2,574

 
$
2,294

 
$
39,237

 
(a)
Includes $89 million of impairment charges related to EAA’s goodwill and trademarks.

A portion of the North America segment’s revenues includes revenues for the tour portion of a cruise when a cruise and land tour package are sold together by Holland America Line and Princess Cruises. These intersegment tour revenues, which are also included in our Tour and Other segment, are eliminated by the North America segment’s revenues and operating expenses in the line “Intersegment elimination.”

Tour and Other segment assets primarily include hotels and lodges in the state of Alaska and the Canadian Yukon, motorcoaches used for sightseeing and charters, glass-domed railcars, which run on the Alaska Railroad, and our owned ships that we leased out under long-term charters to unaffiliated entities.


F-25

Revenues by geographic areas, which are based on where our guests are sourced, were as follows:
  
Years Ended November 30,
(in millions)
2017
 
2016
 
2015
North America
$
9,195

 
$
8,327

 
$
8,015

Europe
5,414

 
5,254

 
5,133

Australia and Asia
2,604

 
2,506

 
2,256

Other
297

 
302

 
310

 
$
17,510

 
$
16,389

 
$
15,714


Substantially all of our long-lived assets consist of our ships and move between geographic areas.

NOTE 12 – Compensation Plans

Equity Plans

We issue our share-based compensation awards, which at November 30, 2017 included time-based share awards (restricted stock awards and restricted stock units), performance-based share awards and market-based share awards (collectively “equity awards”), under the Carnival Corporation and Carnival plc stock plans. Equity awards are principally granted to management level employees and members of our Boards of Directors. The plans are administered by the Compensation Committee which is made up of independent directors who determine which employees are eligible to participate, the monetary value or number of shares for which equity awards are to be granted and the amounts that may be exercised or sold within a specified term. We had an aggregate of 15.5 million shares available for future grant at November 30, 2017. We fulfill our equity award obligations using shares purchased in the open market or with unissued shares or treasury shares. Our equity awards generally vest over a three-year period, subject to earlier vesting under certain conditions.
 
Shares
 
Weighted-Average
Grant Date Fair
Value
Outstanding at November 30, 2014
4,053,057

 
$
37.94

Granted
1,253,050

 
$
45.70

Vested
(1,298,318
)
 
$
31.35

Forfeited
(398,394
)
 
$
39.48

Outstanding at November 30, 2015
3,609,395

 
$
42.84

Granted
1,451,917

 
$
53.98

Vested
(1,454,381
)
 
$
38.18

Forfeited
(193,806
)
 
$
47.76

Outstanding at November 30, 2016
3,413,125

 
$
48.03

Granted
1,116,314

 
$
54.79

Vested
(1,466,690
)
 
$
38.95

Forfeited
(112,781
)
 
$
51.72

Outstanding at November 30, 2017
2,949,968

 
$
51.82


As of November 30, 2017, there was $59 million of total unrecognized compensation cost related to equity awards, which is expected to be recognized over a weighted-average period of 1.4 years.

Defined Benefit Pension Plans

We have several single-employer defined benefit pension plans, which cover some of our shipboard and shoreside employees. The U.S. and UK shoreside employee plans are closed to new membership and are funded at or above the level required by U.S. or UK regulations. The remaining defined benefit plans are primarily unfunded. In determining all of our plans’ benefit obligations at November 30, 2017 and 2016, we assumed a weighted-average discount rate of 2.7% for 2017 and 2.9% for 2016.


F-26

In addition, we participate in two multiemployer defined benefit pension plans in the UK, the British Merchant Navy Officers Pension Fund (registration number 10005645) (“MNOPF”), which is divided into two sections, the “New Section” and the “Old Section” and the British Merchant Navy Ratings Pension Fund (registration number 10005646) (“MNRPF”). Collectively, we refer to these as “the multiemployer plans.” The multiemployer plans are maintained for the benefit of the employees of the participating employers who make contributions to the plans. However, contributions made by employers, including us, may be used to provide benefits to employees of other participating employers, and if any of the participating employers withdraw from the multiemployer plans or fail to make their required contributions, any unfunded obligations would be the responsibility of the remaining participating employers. We are contractually obligated to make all required contributions as determined by the plans’ trustees. All of our multiemployer plans are closed to new membership and future benefit accrual. The MNOPF Old Section is fully funded.

We expense our portion of the MNOPF New Section deficit as amounts are invoiced by, and become due and payable to, the trustees. We accrue and expense our portion of the MNRPF deficit based on our estimated probable obligation from the most recent actuarial review. Total expense for all defined benefit pension plans, including the multiemployer plans, was $53 million in 2017, $27 million in 2016 and $47 million in 2015.

Based on the most recent valuation at March 31, 2015 of the MNOPF New Section, it was determined that this plan was 90% funded. In 2017, 2016 and 2015, our contributions to the MNOPF New Section did not exceed 5% of total contributions to the fund. Based on the most recent valuation at March 31, 2014 of the MNRPF, it was determined that this plan was 67% funded. In 2017 and 2016, our contributions to the MNRPF did not exceed 5% of total contributions to the fund. In 2015, our contributions to the MNRPF exceeded 5% of total contributions to the fund. It is possible that we will be required to fund and expense additional amounts for the multiemployer plans in the future; however, such amounts are not expected to be material to our consolidated financial statements. The trustee has carried out a triennial valuation at March 31, 2017 and consulted with employers on it but the valuation has not yet been finalized.

Defined Contribution Plans

We have several defined contribution plans available to most of our employees. We contribute to these plans based on employee contributions, salary levels and length of service. Total expense for these plans was $37 million in 2017 and $30 million in 2016 and 2015.

NOTE 13 – Earnings Per Share
 
Years Ended November 30,
 (in millions, except per share data)
2017
 
2016
 
2015
Net income for basic and diluted earnings per share
$
2,606