SEC Comment Letter for CARNIVAL CORP (CCL) (CIK 0000815097) (CCL) — Dec 17, 2007
CARNIVAL CORP (CCL) (CIK 0000815097)
Date: Dec. 17, 2007 · CIK: 0000815097 · Accession: 0000000000-07-061021
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 December 17, 2007 Micky Arison Chairman of the Board of Directors and Chief Executive Officer Carnival Corporation 3655 N.W. 87th Avenue Miami, Florida 33178-2428 Re: Carnival Corporation Commission File Number: 1-9610 Carnival plc Commission File Number: 1-15136 Form 10-K for the fiscal year ended November 30, 2006
Dear Mr. Arison: We have conducted a targeted review of the above referenced filing for the legal issues noted below. We ask you to revise fu ture filings in response to some of these comments. If you disagree with a requested change, we will consider your explanation as to why it is unnecessary. We also ask you to provide us with information so we may better understand your disclosure. Please be as detailed as necessary in your response. After reviewing this information, we may raise additional comments. The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in thes e respects and welcome any questions. Feel free to call us at the telephone numbers listed at the end of this letter.
Please file your response to our comment s via EDGAR, under the label “corresp,” within ten business days.
Schedule 14A
Executive Compensation, page 36 Process for Making Compensation Determinations, page 47
1. Please revise your disclosure to prov ide a quantitative disc ussion of all the performance target levels to be achieve d in order for your executive officers to
Micky Arison Carnival Corporation December 17, 2007 Page 2 earn their performance-related compensa tion. We would expect to see the specific company financial goals, ke y operating drivers and individual performance objectives used to determine performance-related compensation and how your performance-related awards ar e specifically structured around such performance goals. To the extent you belie ve that disclosure of the performance measures is not required because it woul d result in competitive harm such that it could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detaile d explanation for your conclusion as to competitive harm. To the extent that it is appropriate to omit specific performance measures from your disclosure, please provide disclo sure pursuant to Instruction 4 to Item 402(b) of Regulation S- K. In discussing how difficult it will be for an executive or how likely it will be for you to achieve the target levels or other factors, you should provide as much detail as necessary without providing information that would result in competi tive harm. General statements regarding the level of difficulty, or ease associated with achieving performance goals, are not sufficient. Refer also to Questio n 3.04 of the Item 402 of Regulation S-K Interpretations available on our website at www.sec.gov . 2. You state that you use p eer group information and rely on it to determine individual compensation amounts. Please revise your disclosure to specify how each element of compensation relates to the information you have analyzed from the comparator companies. Discuss wher e actual payments fall within targeted parameters and to the extent actual compensation was outside a targeted percentile range, pleas e explain why. Refer to It em 402(b)(2)(xiv) of Regulation S-K.
* * * * *
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company’s disclosure , they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
Micky Arison Carnival Corporation December 17, 2007 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Julie Bell at 202-55 1-3574 or me at 202-551-3315 with any questions. S i n c e r e l y , Hanna T. Teshome S p e c i a l C o u n s e l
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 December 17, 2007 Micky Arison Chairman of the Board of Directors and Chief Executive Officer Carnival Corporation 3655 N.W. 87th Avenue Miami, Florida 33178-2428 Re: Carnival Corporation Commission File Number: 1-9610 Carnival plc Commission File Number: 1-15136 Form 10-K for the fiscal year ended November 30, 2006 Dear Mr. Arison: We have conducted a targeted review of the above referenced filing for the legal issues noted below. We ask you to revise fu ture filings in response to some of these comments. If you disagree with a requested change, we will consider your explanation as to why it is unnecessary. We also ask you to provide us with information so we may better understand your disclosure. Please be as detailed as necessary in your response. After reviewing this information, we may raise additional comments. The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in thes e respects and welcome any questions. Feel free to call us at the telephone numbers listed at the end of this letter. Please file your response to our comment s via EDGAR, under the label “corresp,” within ten business days. Schedule 14A Executive Compensation, page 36 Process for Making Compensation Determinations, page 47 1. Please revise your disclosure to prov ide a quantitative disc ussion of all the performance target levels to be achieve d in order for your executive officers to Micky Arison Carnival Corporation December 17, 2007 Page 2 earn their performance-related compensa tion. We would expect to see the specific company financial goals, ke y operating drivers and individual performance objectives used to determine performance-related compensation and how your performance-related awards ar e specifically structured around such performance goals. To the extent you belie ve that disclosure of the performance measures is not required because it woul d result in competitive harm such that it could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detaile d explanation for your conclusion as to competitive harm. To the extent that it is appropriate to omit specific performance measures from your disclosure, please provide disclo sure pursuant to Instruction 4 to Item 402(b) of Regulation S- K. In discussing how difficult it will be for an executive or how likely it will be for you to achieve the target levels or other factors, you should provide as much detail as necessary without providing information that would result in competi tive harm. General statements regarding the level of difficulty, or ease associated with achieving performance goals, are not sufficient. Refer also to Questio n 3.04 of the Item 402 of Regulation S-K Interpretations available on our website at www.sec.gov . 2. You state that you use p eer group information and rely on it to determine individual compensation amounts. Please revise your disclosure to specify how each element of compensation relates to the information you have analyzed from the comparator companies. Discuss wher e actual payments fall within targeted parameters and to the extent actual compensation was outside a targeted percentile range, pleas e explain why. Refer to It em 402(b)(2)(xiv) of Regulation S-K. * * * * * We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company’s disclosure , they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. Micky Arison Carnival Corporation December 17, 2007 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Julie Bell at 202-55 1-3574 or me at 202-551-3315 with any questions. S i n c e r e l y , Hanna T. Teshome S p e c i a l C o u n s e l