[NOTIFY] 72731,737 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 1996 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ________________ Commission file number 1-9610 CARNIVAL CORPORATION (Exact name of registrant as specified in its charter) Republic of Panama 59-1562976 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3655 N.W. 87th Avenue, Miami, Florida 33178-2428 (Address of principal executive offices) (zip code) (305) 599-2600 (Registrants telephone number, including area code) None. (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No__ Indicate the number of shares outstanding of each of the issuers classes of common stock, as of April 8, 1996. Class A Common Stock, $.01 par value: 229,965,560 shares Class B Common Stock, $.01 par value: 54,957,142 shares CARNIVAL CORPORATION I N D E X <TABLE> <CAPTION> Page <S> <C> Part I. Financial Information Item 1: Financial Statements Consolidated Balance Sheets - February 29, 1996 and November 30, 1995 1 Consolidated Statements of Operations - Three Months Ended February 29, 1996 and February 28, 1995 2 Consolidated Statements of Cash Flows - Three Months Ended February 29, 1996 and February 28, 1995 3 Notes to Consolidated Financial Statements 4 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II. Other Information Item 1: Legal Proceedings 11 Item 5: Other Information 11 Item 6: Exhibits and Reports on Form 8-K 11 </TABLE> PART I. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS CARNIVAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) <TABLE> <CAPTION> February 29, November 30, ASSETS 1996 1995 CURRENT ASSETS <S> <C> <C> Cash and cash equivalents $ 291,694 $ 53,365 Short-term investments 26,603 50,395 Accounts receivable 30,280 33,080 Consumable inventories, at average cost 49,542 48,820 Prepaid expenses and other 72,906 70,718 Total current assets 471,025 256,378 PROPERTY AND EQUIPMENT--at cost, less accumulated depreciation and amortization 3,637,223 3,414,823 OTHER ASSETS Goodwill, less accumulated amortization of $50,037 in 1996 and $48,292 in 1995 224,826 226,571 Long-term notes receivable 67,936 78,907 Investments in affiliates and other assets 141,956 128,808 $4,542,966 $4,105,487 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $ 72,767 $ 72,752 Accounts payable 90,040 90,237 Accrued liabilities 117,780 113,483 Customer deposits 343,945 292,606 Dividends payable 25,636 25,632 Total current liabilities 650,168 594,710 LONG-TERM DEBT 1,364,393 1,035,031 CONVERTIBLE NOTES 115,000 115,000 OTHER LONG-TERM LIABILITIES 17,095 15,873 COMMITMENTS AND CONTINGENCIES (Note 5) SHAREHOLDERS' EQUITY Class A Common Stock; $.01 par value;one vote per share; 399,500 shares authorized; 229,959 and 229,839 shares issued and outstanding 2,300 2,298 Class B Common Stock; $.01 par value;five votes share; 201,000 shares authorized; 54,957 shares issued and outstanding 550 550 Paid-in-capital 597,197 594,811 Retained earnings 1,803,569 1,752,140 Less-other (7,306) (4,926) Total shareholders' equity 2,396,310 2,344,873 $4,542,966 $4,105,487 </TABLE> The accompanying notes are an integral part of these financial statements. CARNIVAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) <TABLE> <CAPTION> Three Months Ended February 29, 1996 February 28, 1995 <S> <C> <C> REVENUES $448,788 $419,820 COSTS AND EXPENSES Operating expenses 263,696 247,229 Selling and administrative 71,282 64,175 Depreciation and amortization 32,835 31,504 367,813 342,908 OPERATING INCOME 80,975 76,912 NONOPERATING INCOME (EXPENSE) Interest income 7,845 1,999 Interest expense, net of capitalized interest (16,038) (17,551) Other income 757 1,362 Income tax benefit 3,526 4,830 (3,910) (9,360) NET INCOME $ 77,065 $ 67,552 EARNINGS PER SHARE $.27 $ .24 </TABLE> The accompanying notes are an integral part of these financial statements. CARNIVAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) <TABLE> <CAPTION> Three Months Ended February 29, 1996 February 28, 1995 <S> <C> <C> OPERATING ACTIVITIES: Net income $ 77,065 $ 67,552 Adjustments: Depreciation and amortization 32,835 31,504 Other 2,854 2,009 Changes in operating assets and liabilities: Decrease (increase) in receivables 2,666 (7,854) Increase in consumable inventories (722) (649) Increase in prepaid and other (2,226) (11,662) Decrease in accounts payable (197) (1,577) Increase (decrease) in accrued liabilities 4,297 (6,247) Increase in customer deposits 51,339 24,197 Net cash provided from operations 167,911 97,273 INVESTING ACTIVITIES: Decrease in short-term investments 21,026 6,195 Additions to property and equipment, net(253,452) (54,002) Increase in other non-current assets (2,177) (2,332) Net cash used for investing activities(234,603) (50,139) FINANCING ACTIVITIES: Principal payments of long-term debt (115,555) (67,003) Dividends paid (25,632) (21,190) Proceeds from long-term debt 444,922 36,000 Issuance of common stock 1,286 664 Net cash provided from (used for) financing activities 305,021 (51,529) Net increase (decrease) in cash and cash equivalents 238,329 (4,395) Cash and cash equivalents at beginning of period 53,365 54,105 Cash and cash equivalents at end of period$291,694 $ 49,710 </TABLE> The accompanying notes are an integral part of these financial statements. CARNIVAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS FOR PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS The financial statements included herein have been prepared by Carnival Corporation without audit pursuant to the rules and regulations of the Securities and Exchange Commission. The accompanying consolidated balance sheet at February 29, 1996, the consolidated statements of operations and cash flows for the three months ended February 29, 1996 and February 28, 1995 are unaudited and, in the opinion of management, contain all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation. The operations of Carnival Corporation and its subsidiaries (the "Company") are seasonal and results for interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements include the consolidated balance sheets and statements of operations and cash flows of the Company and its subsidiaries. All material intercompany transactions and accounts have been eliminated in consolidation. NOTE 2 - PROPERTY AND EQUIPMENT Property and equipment consists of the following: <TABLE> <Caption February 29, November 30, 1996 1995 (in thousands) <S> <C> <C> Vessels $3,730,520 $3,467,731 Vessels under construction 257,969 289,661 3,988,489 3,757,392 Land, buildings and improvements 146,002 132,183 Transportation and other equipment 184,391 174,903 Total property and equipment 4,318,882 4,064,478 Less - accumulated depreciation and amortization (681,659) (649,655) $3,637,223 $3,414,823 </TABLE> Interest costs associated with the construction of vessels and buildings, until they are placed in service, are capitalized and amounted to $5.9 million and $3.8 million for the three months ended February 29, 1996 and February 28, 1995, respectively. NOTE 3 - LONG-TERM DEBT Long-term debt consists of the following: <TABLE> <Caption February 29, November 30, 1996 1995 (in thousands) <S> <C> <C> Unsecured Revolving Credit Facility Due 2000 $ 520,000 $ 185,000 Mortgages and other loans payable bearing interest at rates ranging from 8% to 9.9%, secured by vessels, maturing through 1999 198,667 208,078 Unsecured 5.75% Notes Due March 15, 1998 200,000 200,000 Unsecured 6.15% Notes Due October 1, 2003 124,948 124,946 Unsecured 7.20% Debentures Due October 1, 2023 124,868 124,867 Unsecured 7.70% Notes Due July 15, 2004 99,904 99,902 Unsecured 7.05% Notes Due May 15, 2005 99,816 99,811 Other loans payable 68,957 65,179 1,437,160 1,107,783 Less portion due within one year (72,767) (72,752) $1,364,393 $1,035,031 </TABLE> In July 1992, the Company issued $115 million of 4-1/2% Convertible Subordinated Notes Due July 1, 1997 (the "Convertible Notes"). The Convertible Notes are convertible into 57.55 shares of the Company's Class A Common Stock per $1,000 of notes. As of February 29, 1996 the Convertible Notes are convertible into a total of approximately 6.6 million shares of Class A Common Stock. The Convertible Notes are redeemable in whole or in part at the Company's option on or after July 3, 1996. NOTE 4 - SHAREHOLDERS' EQUITY The following represents an analysis of the changes in shareholders' equity for the three months ended February 29, 1996: <TABLE> <CAPTION> COMMON STOCK $.01 PAR VALUE PAID-IN RETAINED CLASS A CLASS B CAPITAL EARNINGS OTHER TOTAL (in thousands) <S> <C> <C> <C> <C> <C> <C> Balance November 30, 1995 $2,298 $550 $594,811 $1,752,140 $(4,926) $2,344,873 Net income for the period 77,065 77,065 Cash dividends (25,636) (25,636) Changes in securities valuation allowance (2,766) (2,766) Issuance of stock to employees under stock plans 2 2,386 2,388 Vested portion of common stock under restricted stock plan 386 386 Balance February 29, 1996 $2,300 $550 $597,197 $1,803,569 $(7,306) $2,396,310 </TABLE> NOTE 5 - COMMITMENTS AND CONTINGENCIES Capital Expenditures The following table provides a description of ships currently under contract for construction (in millions of dollars): <TABLE> <CAPTION> Expected Number Estimated Delivery Contract of Lower Total Ship Name Operating Unit Date Denomination Berths Cost <S> <C> <C> <C> <C> <C> Veendam Holland America Line 4/96 Italian Lira 1,266 $ 225 Carnival Destiny Carnival Cruise Lines 10/96 Italian Lira 2,640 400 Rotterdam VI Holland America Line 9/97 Italian Lira 1,320 235 Elation Carnival Cruise Lines 2/98 U. S. Dollar 2,040 300 Paradise Carnival Cruise Lines 11/98 U. S. Dollar 2,040 300 Carnival Triumph Carnival Cruise Lines 12/98 Italian Lira 2,640 415 11,946 $1,875 </TABLE> Contracts denominated in foreign currencies have been fixed into U.S. Dollars through the utilization of forward currency contracts. In connection with the vessels under construction described above, the Company has paid $258 million through February 29, 1996 and anticipates paying $482 million during the twelve month period ended February 28, 1997 and approximately $1.1 billion beyond February 28, 1997. In connection with the delivery of Carnival's Inspiration, the Company paid $219 million in the first fiscal quarter of 1996. Litigation During 1995, the Company received $40 million in cash and other consideration from the settlement of litigation with Metra Oy, the former parent company of Wartsila Marine Industries Incorporated ("Wartsila"), related to losses suffered in connection with the construction of three of the Company's cruise ships. The Company is continuing to pursue claims in bankruptcy proceedings in Finland to recover additional damages suffered in connection with the construction of the three ships. In the normal course of business, various other claims and lawsuits have been filed or are pending against the Company. The majority of these claims and lawsuits are covered by insurance. Management believes the outcome of any such suits which are not covered by insurance would not have a material adverse effect on the Company's financial condition or results of operations. NOTE 6 - RECENT EVENTS In April 1996, the Company acquired a 29.54% equity interest in Airtours plc ("Airtours") , a large United Kingdom, publicly traded tour company, for approximately $300 million. The Company entered into a five year $200 million multi-currency revolving credit facility and will fund approximately $157 million of the acquisition cost through the facility. In addition, the Company will issue 5,301,186 shares of Class A common stock valued at approximately $143 million to fund the remaining purchase price. This transaction will be accounted for by the Company using the equity method of accounting. The Company will begin reporting its share of Airtours operating results in its quarter ending August 31, in which it will record Airtours operating results for its quarter ending June 30. In February 1996, the Company sold an option to NCL Holding AS to purchase $101 million principal amount of 13 percent senior secured notes due 2003 of Kloster Cruise Limited (the "Kloster Bonds") that are owned by the Company. The option, which if exercised would result in a small gain to the Company, expires on May 31, 1996.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements under this caption, "Management's Discussion and Analysis of Financial Condition and Results of Operations", constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). See Part II Other Information Item 5(a),"Forward-Looking Statements." General The Company earns its revenues primarily from (i) the sale of passenger tickets, which include accommodations, meals, most shipboard activities and in many cases airfare, and (ii) the sale of goods and services on board its cruise ships, such as casino gaming, liquor sales, gift shop sales and other related services. The Company also derives revenues from the tour operations of HAL Antillen N.V. ("HAL"). The following table presents selected segment and statistical information for the periods indicated: <TABLE> <CAPTION> Three Months Ended February 29, 1996 February 28, 1995 (in thousands) <S> <C> <C> REVENUES: Cruise $441,687 $412,645 Tour 7,239 7,291 Intersegment revenues (138) (116) $448,788 $419,820 OPERATING EXPENSES: Cruise $254,687 $237,499 Tour 9,147 9,846 Intersegment expenses (138) (116) $263,696 $247,229 OPERATING INCOME: Cruise $ 90,120 $ 87,207 Tour (9,145) (10,295) $ 80,975 $ 76,912 SELECTED STATISTICAL INFORMATION: Passengers Carried 408 343 Passenger Cruise Days 2,454 2,107 Occupancy Percentage 107.1% 99.9% </TABLE> The following table sets forth statements of operations data expressed as a percentage of total revenues: <TABLE> <CAPTION> Three Months Ended February 29, 1996 February 28, 1995 <S> <C> <C> REVENUES 100% 100% COSTS AND EXPENSES: Operating expenses 59 59 Selling and administrative 16 15 Depreciation and amortization 7 8 OPERATING INCOME 18 18 NONOPERATING INCOME (EXPENSE) (1) (2) NET INCOME 17% 16% </TABLE> The Company's different businesses experience varying degrees of seasonality. The Company's revenue from the sale of passenger tickets for Carnival Cruise Lines' ("Carnival") ships is moderately seasonal. Historically, demand for Carnival cruises has been greatest during the period from late June through August and lower during the fall months. HAL cruise revenues are more seasonal than Carnival's cruise revenues. Demand for HAL cruises is strongest during the summer months when HAL ships operate in Alaska and Europe for which HAL obtains higher pricing. Demand for HAL cruises is lower during the winter months when HAL ships sail in the more competitive markets. The Company's tour revenues are extremely seasonal with a large majority of tour revenues generated during the late spring and summer months in conjunction with the Alaska cruise season. Three Months Ended February 29, 1996 Compared To Three Months Ended February 28, 1995 Revenues The increase in total revenues from the first quarter of 1995 to the first quarter of 1996 was comprised of a $29.0 million, or 7.0%, increase in cruise revenues. The increase in cruise revenues was primarily the result of an 8.7% increase in capacity for the period resulting from the addition of Carnival's cruise ship Imagination in July 1995. Occupancy rates were up 7% and pricing was down 7% resulting in net yield (total net revenue per lower berth) remaining essentially unchanged. Average capacity is expected to increase 14.5% during the second quarter of 1996 as compared with the same period in 1995 as a result of the delivery of the Imagination in June 1995 and the Inspiration in February 1996. During the second half of fiscal 1996, average capacity is expected to increase 13.4% as compared with the second half of fiscal 1995 as a result of the delivery of the vessels mentioned above as well as the Veendam in April 1996. See "PART II. ITEM 5. OTHER INFORMATION - Forward Looking Statements". Costs and Expenses Operating expenses increased $16.5 million, or 6.7%, from the first quarter of 1995 to the first quarter of 1996. Cruise operating costs increased by $17.2 million, or 7.2%, to $254.7 million in the first quarter of 1996 from $237.5 million in the first quarter of 1995, primarily due to additional costs associated with the increased capacity. Selling and administrative costs increased $7.1 million, or 11.1%, primarily due to an increase in advertising expenses and an increase in payroll and related costs during the first quarter of 1996 as compared with the same quarter of 1995. Depreciation and amortization increased by $1.3 million, or 4.2%, to $32.8 million in the first quarter of 1996 from $31.5 million in the first quarter of 1995 primarily due to the addition of the Imagination. Nonoperating Income (Expense) Total nonoperating expense (net of nonoperating income) decreased to $3.9 million for the first quarter of 1996 from $9.4 million in the first quarter of 1995. Interest income increased $5.8 million primarily due to earnings on the Kloster Bonds and an increase in cash balances. Cash balances increased due to United Kingdom regulatory requirements applicable to the Company's tender offer to acquire an interest in Airtours (see Note 6 in the accompanying financial statements for more information related to the Airtours acquisition). Gross interest expense (excluding capitalized interest) increased $.6 million as a result of additional borrowings required in connection with the acquisition of Airtours. This increase was partially offset by a reduction in interest expense due to lower average debt balances for other corporate purposes. Capitalized interest increased $2.1 million due to higher investment levels in vessels under construction. LIQUIDITY AND CAPITAL RESOURCES Sources and Uses of Cash The Company's business provided $167.9 million of net cash from operations during the three months ended February 29, 1996, an increase of 72.6% compared to the corresponding period in 1995. The increase between periods was primarily the result of changes in working capital accounts, primarily customer deposits, and an increase in net income. During the three months ended February 29, 1996, the Company expended approximately $253.5 million on capital projects, of which $229.9 million was spent in connection with its ongoing shipbuilding program and $11.6 million was spent on the expansion of the Company's shore side operations facilities located in Miami, Florida. The remainder was spent on vessel refurbishments, tour assets and other equipment. Amounts expended on the shipbuilding program included payments of $219 million related to the Inspiration which was delivered in February 1996 and entered revenue producing service in late March 1996. The Company made scheduled principal payments totaling approximately $9.4 million under various individual vessel mortgage loans and repaid $105.0 million of the outstanding balance on the $750 Million Revolving Credit Facility Due 2000 (the "$750 Million Revolver") during the three months ended February 29, 1996. The Company borrowed $440.0 million under the $750 Million Revolver during the same three months in connection with the final payment of the Inspiration and for the Airtours investment described above. During the three months ended February 29, 1996, the Company declared and paid cash dividends of approximately $25.6 million. Future Commitments The Company has contracts for the delivery of six new vessels over the next four years. The Company will pay approximately $482 million during the twelve month period ending February 28, 1997 relating to the construction and delivery of those new cruise ships and approximately $1.1 billion beyond February 28, 1997. See Note 5 in the accompanying financial statements for more information related to commitments for the construction of cruise ships. In addition, the Company has $1.6 billion of long-term debt and convertible notes of which $72.8 million is due during the twelve month period ending February 28, 1997. See Note 3 in the accompanying financial statements for more information regarding the Company's debt. Also, see "PART II. ITEM 5. OTHER INFORMATION - Forward Looking Statements". Funding Sources Cash from operations is expected to be the Company's principal source of capital to fund its debt service requirements and ship construction costs. In addition, the Company may fund a portion of the construction cost of new ships from borrowings under its $750 Million Revolver and/or through the issuance of long-term debt in the public or private markets. As of February 29, 1996, the Company had $230 million available for borrowing under its $750 Million Revolver and an additional $250 million available under a short-term revolving credit facility to be used for general corporate purposes. In April 1996, the Company acquired a 29.54% equity interest in Airtours plc ("Airtours") , a large United Kingdom, publicly traded tour company, for approximately $300 million. The Company entered into a five year $200 million multi-currency revolving credit facility and will fund approximately $157 million of the acquisition cost through the facility. In addition, the Company will issue 5,301,186 shares of Class A common stock valued at approximately $143 million to fund the remaining purchase price. To the extent that the Company should require or choose to fund future capital commitments from sources other than operating cash or from borrowings under its revolving credit facilities, the Company believes that it will be able to secure such financing from banks or through the offering of debt and/or equity securities in the public or private markets. See "PART II. ITEM 5. OTHER INFORMATION - Forward Looking Statements". In this regard, the Company has filed two Registration Statements on Form S-3 (the "Shelf Registration") relating to a shelf offering of up to $500 million aggregate principal amount of debt or equity securities. Through February 29, 1996, the Company has issued $230 million of debt securities under the shelf. A balance of $270 million aggregate principal amount of debt or equity securities remains available for issuance under the Shelf Registration. PART II. OTHER INFORMATION Item 1. Legal Proceedings On September 19, 1995, a purported class action suit was filed against the Company in the United States District Court in the Southern District of Florida. The suit alleged that the Company violated the Florida Deceptive and Unfair Trade Practices Act by overcharging passengers for port charges. On April 2, 1996, the United States District Court for the Southern District of Florida dismissed the suit. The suit was dismissed with prejudice as to the plaintiffs' federal law claim and without prejudice as to state law claims which may be refiled in state court. ITEM 5: Other Information (a) Forward-Looking Statements Certain statements in this Form 10-Q and in the future filings by the Company with the Securities and Exchange Commission, in the Company's press releases, and in oral statements made by or with the approval of an authorized executive officer constitute "forward-looking statements" within the meaning of the Reform Act. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions which may impact levels of disposable income of consumers and pricing and passenger yields for the Company's cruise products; increases in cruise industry capacity in the Caribbean and Alaska; changes in tax laws and regulations(especially any change affecting the Company's status as a "controlled foreign corporation" as defined in Section 957(a) of the Internal Revenue Code of 1986, as amended) (see "Markets for the Registrant's Common Equity and Related Stockholders' Matters - Taxation of the Company" in the Company's Annual Report on Form 10-K for the year ended November 30, 1995); the ability of the Company to implement its shipbuilding program and to expand its business outside the North American market where it has less experience; weather patterns in the Caribbean; unscheduled ship repairs and drydocking; incidents involving cruise vessels at sea; and changes in laws and government regulations applicable to the Company (including the implementation of the "Safety of Life at Sea Convention" and changes in Federal Maritime Commission surety and guaranty arrangements). ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K <TABLE> <S> <C> (a) Exhibits 4.1 Revolving credit facility dated April 1, 1996 between Carnival Corporation, Nationsbanc Capital Markets, Inc., and Nationsbank, N.A. 10.1 Letter agreement dated March 27, 1996 between Carnival Corporation and CHC Casinos Canada Limited 10.2 Letter dated February 21, 1996 to Carnival Corporation and CS First Boston Limited from David Crossland 10.3 Letter dated February 21, 1996 to Carnival Corporation and CS First Boston Limited from Thomas Trickett 10.4 Shareholders' agreement dated February 21, 1996 between Carnival Corporation and David Crossland 10.5 Subscription agreement between Carnival Corporation and Airtours plc dated February 21, 1996 11 Statement regarding computation of per share earnings 12 Ratio of Earnings to Fixed Charges 27 Financial Data Schedule (b) Reports on Form 8-K None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. CARNIVAL CORPORATION Dated: April 10, 1996 BY /s/ Micky Arison Micky Arison Chairman of the Board and Chief Executive Officer Dated: April 10, 1996 BY /s/ Howard S. Frank Howard S. Frank Vice-Chairman, Chief Financial and Accounting Officer
INDEX TO EXHIBITS </TABLE> <TABLE> <CAPTION> Page No. in Sequential Numbering System <S> <C> Exhibits 4.1 Revolving credit facility dated April 1, 1996 between Carnival Corporation, Nationsbanc Capital Markets, Inc., and Nationsbank, N.A. 10.1 Letter agreement dated March 27, 1996 between Carnival Corporation and CHC Casinos Canada Limited 10.2 Letter dated February 21, 1996 to Carnival Corporation and CS First Boston Limited from David Crossland 10.3 Letter dated February 21, 1996 to Carnival Corporation and CS First Boston Limited from Thomas Trickett 10.4 Shareholders' agreement dated February 21, 1996 between Carnival Corporation and David Crossland 10.5 Subscription agreement between Carnival Corporation and Airtours plc dated February 21, 1996 11 Statement regarding computation of per share earnings 12 Ratio of Earnings to Fixed Charges 27 Financial Data Schedule </TABLE>