SEC Comment Letter for CARNIVAL CORP (CCL) (CIK 0000815097) (CCL) — Feb 18, 2015
CARNIVAL CORP (CCL) (CIK 0000815097)
Date: Feb. 18, 2015 · CIK: 0000815097 · Accession: 0000000000-15-009992
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-09610, 001-15136
Letter
February 18, 2015 Mr. David Bernstein Chief Financial Officer Carnival Corporation Carnival PLC 3655 NW 87th Avenue Miami, FL 33178 Carnival PLC Form 10 -K for the Year Ended November 30, 2014 Filed January 29, 2015 File No. 001-15136
Re: Carnival Corporation Form 10-K for the Year E nded November 30, 2014 Filed January 29, 2015 File No. 001-09610
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 providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments.
Form 10 -K for the Year Ended November 30, 2014
Exhibit 13 Management's Discussion and Analysis 2014 Executive Overview, page F -34
1. We note that your discussion in the Executive Overview appears to highlight non -GAAP net income, a non -GAAP financial measur e, more prominently than net income calculated in accordance with U.S. GAAP. Pursuant to the guidance outlined in Rule 10(e) of Regulation S -K, GAAP measures should be presented with equal or greater prominence than any non -GAAP measures. Please revise by reorganizing your disclosures and include a more balanced discussion accordingly .
Mr. David Bernstein Carnival Corporation Carnival PLC February 1 8, 2015 Page 2
Liquidity, Financial Condition, and Capital Resources, page F -52
2. Please expand your liquidity discussion to cover the three -year period covered by the financial statements, using year -to-year comparisons or any other format to enhance the reader’s understanding . Refer to Instruction 1 to paragraph 303(a) of Regulation S -K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules 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 p rovid e, 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact E ffie Simpson at (202) 551 -3346 , or in her absence, Claire Erlanger at (202) 551 -3301 if you have questions regarding comments on the financial statements and related matters. Please contact the undersigned at (202) 551 -3379 with any other questions.
Sincerely,
/s/ Melissa Raminpour
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February 18, 2015 Mr. David Bernstein Chief Financial Officer Carnival Corporation Carnival PLC 3655 NW 87th Avenue Miami, FL 33178 Re: Carnival Corporation Form 10-K for the Year E nded November 30, 2014 Filed January 29, 2015 File No. 001-09610 Carnival PLC Form 10 -K for the Year Ended November 30, 2014 Filed January 29, 2015 File No. 001-15136 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 providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10 -K for the Year Ended November 30, 2014 Exhibit 13 Management's Discussion and Analysis 2014 Executive Overview, page F -34 1. We note that your discussion in the Executive Overview appears to highlight non -GAAP net income, a non -GAAP financial measur e, more prominently than net income calculated in accordance with U.S. GAAP. Pursuant to the guidance outlined in Rule 10(e) of Regulation S -K, GAAP measures should be presented with equal or greater prominence than any non -GAAP measures. Please revise by reorganizing your disclosures and include a more balanced discussion accordingly . Mr. David Bernstein Carnival Corporation Carnival PLC February 1 8, 2015 Page 2 Liquidity, Financial Condition, and Capital Resources, page F -52 2. Please expand your liquidity discussion to cover the three -year period covered by the financial statements, using year -to-year comparisons or any other format to enhance the reader’s understanding . Refer to Instruction 1 to paragraph 303(a) of Regulation S -K. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules 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 p rovid e, 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact E ffie Simpson at (202) 551 -3346 , or in her absence, Claire Erlanger at (202) 551 -3301 if you have questions regarding comments on the financial statements and related matters. Please contact the undersigned at (202) 551 -3379 with any other questions. Sincerely, /s/ Melissa Raminpour Melissa Raminpour Branch Chief