SEC Comment Letter for CARNIVAL CORP (CCL) (CIK 0000815097) (CCL) — Feb 28, 2011
CARNIVAL CORP (CCL) (CIK 0000815097)
Date: Feb. 28, 2011 · CIK: 0000815097 · Accession: 0000000000-11-012510
AI Filing Summary & Sentiment
Reasoning
Letter
February 28, 2011
Mr. David Bernstein Senior Vice President and Chief Financial Officer CARNIVAL COROPORATION/CARNIVAL PLC 3655 N.W. 87 th Avenue Miami, Florida 33178-2428 Re: Carnival Corporation and Carnival plc Form 10-K for fiscal ye ar ended November 30, 2010 Filed January 31, 2011 File Nos. 1-09610 and 1-15136 Dear Mr. Bernstein: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments.
Form 10-K (Fiscal Year Ended November 30, 2010)
Management’s Discussion and Analysis
Critical Accounting Estimates, page F-27
1. With respect to your accounting estimates for ship accounting and asset impairment, please further discuss to clarify whether you evaluate for asset impairment your cruise ships on a ship by ship basis, or whether they are aggregated by cruise brand and then evaluated for long-life asset impairment. In this regard, please tell us and consider expanding the disclosure in Note 4, Property an d Equipment, to the financial statements to disclose the individual carrying value of each of your ships that comprise the component line item of Ships in Note 4.
Mr. David Bernstein Carnival Corporation/Carnival plc February 28, 2011 Page 2
2. Further, please consider including in your financial st atement footnotes, tabular disclosure of your goodwill, by cruise brand, as of each balance sheet date, as we note the disclosure in Note 10 that all of your cr uise brands carry goodwill except for two. Similar tabular disclosure is also suggeste d for your other intangi ble assets, which you indicate in the financial statement notes are substantially related to trademarks.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclo sure 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 comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
You may contact Beverly A. Singleton, Sta ff Accountant, at (202) 551-3328, or Margery Reich, Senior Staff Accountant, at (202) 551-3347, if you have questions regarding comments on the financial statements and related matters. Pl ease contact me at (202) 551-3211 with any other questions.
Sincerely,
David R. Humphrey Branch Chief
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February 28, 2011 Mr. David Bernstein Senior Vice President and Chief Financial Officer CARNIVAL COROPORATION/CARNIVAL PLC 3655 N.W. 87 th Avenue Miami, Florida 33178-2428 Re: Carnival Corporation and Carnival plc Form 10-K for fiscal ye ar ended November 30, 2010 Filed January 31, 2011 File Nos. 1-09610 and 1-15136 Dear Mr. Bernstein: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Form 10-K (Fiscal Year Ended November 30, 2010) Management’s Discussion and Analysis Critical Accounting Estimates, page F-27 1. With respect to your accounting estimates for ship accounting and asset impairment, please further discuss to clarify whether you evaluate for asset impairment your cruise ships on a ship by ship basis, or whether they are aggregated by cruise brand and then evaluated for long-life asset impairment. In this regard, please tell us and consider expanding the disclosure in Note 4, Property an d Equipment, to the financial statements to disclose the individual carrying value of each of your ships that comprise the component line item of Ships in Note 4. Mr. David Bernstein Carnival Corporation/Carnival plc February 28, 2011 Page 2 2. Further, please consider including in your financial st atement footnotes, tabular disclosure of your goodwill, by cruise brand, as of each balance sheet date, as we note the disclosure in Note 10 that all of your cr uise brands carry goodwill except for two. Similar tabular disclosure is also suggeste d for your other intangi ble assets, which you indicate in the financial statement notes are substantially related to trademarks. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclo sure 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 comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. You may contact Beverly A. Singleton, Sta ff Accountant, at (202) 551-3328, or Margery Reich, Senior Staff Accountant, at (202) 551-3347, if you have questions regarding comments on the financial statements and related matters. Pl ease contact me at (202) 551-3211 with any other questions. Sincerely, David R. Humphrey Branch Chief