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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2003
Carnival Corporation Carnival plc
-------------------- ------------
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
Republic of Panama England and Wales
--------------------------- ----------------------------
(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
1-9610 1-15136
---------------------------- ----------------------------
(Commission File Number) (Commission File Number)
59-1562976 None
--------------------------- ----------------------------
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
3655 N.W. 87th Avenue Carnival House, 5 Gainsford Street,
Miami, Florida 33178-2428 London SE1 2NE, England
------------------------------- ------------------------------
(Address of principal executive (Address of principal executive
offices) offices)
(zip code) (zip code)
(305) 599-2600 011 44 20 7805 1200
-------------------------------- --------------------------------
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
None None
------------------------------- -------------------------------
(Former name and former address, (Former name and former address,
if changed since last report) if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On June 25, 2003 Carnival Corporation & plc issued a press release
entitled "Carnival Corporation & plc Reports Second Quarter Earnings"
attached hereto as Exhibit 99.1.
As a technical requirement, the information in the table entitled
"Carnival Corporation - Regulation G Information" attached hereto as Exhibit
99.2 is hereby incorporated by reference to supplement Carnival Corporation's
Current Reports on Form 8-K, dated December 19, 2002 and March 21, 2003,
which included Carnival Corporation's earnings releases for the three and
twelve months ended November 30, 2002 and for the three months ended February
28, 2003, respectively, in order to comply with Regulation G, as adopted by
the Securities and Exchange Commission.
On June 19, 2003, P&O Princess Cruises International Limited ("POPCIL"),
the principal direct operating subsidiary of Carnival plc, entered into a Deed
of Guarantee (the "POPCIL Deed of Guarantee") under which it agreed to
guarantee all of the indebtedness and related obligations of Carnival plc and
Carnival Corporation incurred under agreements entered into after April 17,
2003. Under the POPCIL Deed of Guarantee, POPCIL also agreed to guarantee any
indebtedness and related obligations that Carnival Corporation or Carnival plc
agree in writing to cover under their respective guarantees entered into in
connection with the DLC transaction. Subject to some amendments being made to
certain outstanding indebtedness of Carnival plc, Carnival Corporation expects
to guarantee all or a substantial portion of Carnival plc's outstanding
indebtedness and Carnival plc expects to guarantee all or a substantial
portion of Carnival Corporation's outstanding indebtedness. If these cross
guarantees are issued, the POPCIL guarantee described above would
automatically extend to the guaranteed indebtedness of Carnival plc and
Carnival Corporation.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 99.1 Press release entitled "Carnival Corporation & plc
Reports Second Quarter Earnings" dated June 25, 2003.
Exhibit 99.2 Carnival Corporation - Regulation G Information.
Exhibit 99.3 Carnival Corporation & plc Pro Forma Consolidated
Statements of Operations and Carnival Corporation & plc Pro Forma Net Cruise
Revenues and Net Cruise Costs.
Item 9. Regulation FD Disclosure.
The following information is furnished pursuant to Item 9, "Regulation
FD Disclosure," and Item 12, "Results of Operations and Financial Condition."
Attached hereto as Exhibit 99.3 are the "Carnival Corporation & plc Pro
Forma Consolidated Statements of Operations" and "Carnival Corporation & plc
Pro Forma Net Cruise Revenues and Net Cruise Costs" for each of the three
months ended February 28, 2003 and 2002, May 31, 2003 and 2002, August 31,
2002 and November 30, 2002; and for the six months ended May 31, 2003 and
2002; and for the twelve months ended November 30, 2002.
The pro forma consolidated statements of operations gives pro forma
effect to the dual listed company ("DLC") transaction between Carnival
Corporation and Carnival plc, which was completed on April 17, 2003. This pro
forma data has been furnished in advance of when it is required to be
presented in the Carnival Corporation & plc consolidated financial statements
in accordance with certain of the pro forma disclosure requirements of
Statement of Financial Accounting Standards No. 141, "Business Combinations."
The pro forma information described above is being furnished solely for
informational purposes and Carnival Corporation and Carnival plc do not intend
for any of this information to be incorporated by reference into filings under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended.
Cautionary note concerning factors that may affect future results
Some of the statements contained in this joint Current Report on Form 8-K are
"forward-looking statements" that involve risks, uncertainties and assumptions
with respect to Carnival Corporation, Carnival plc and Carnival Corporation &
plc, including some statements concerning future results, plans, goals and
other events which have not yet occurred. You can find many, but not all, of
these statements by looking for words like "will," "may," "believes,"
"expects," "anticipates," "forecast," "future," "intends," "plans," and
"estimates" and for similar expressions. Because forward-looking statements,
including those which may impact the forecasting of earnings per share, net
revenue yields, booking levels, pricing, occupancy, operating, financing and
tax costs, costs per available lower berth day, estimates of ship depreciable
lives and residual values or business prospects, involve risks and
uncertainties, there are many factors that could cause Carnival Corporation's,
Carnival plc's and Carnival Corporation & plc's actual results, performance or
achievements to differ materially from those expressed or implied in this
announcement. These factors include, but are not limited to, the following:
achievement of expected benefits from the DLC transaction; risks associated
with the DLC structure; liquidity and index inclusion as a result of the
implementation of the DLC structure, including a possible mandatory exchange
of Carnival plc shares that may occur under Carnival plc's constituent
documents; risks associated with the uncertainty of the tax status of the DLC
structure; general economic and business conditions, which may impact levels
of disposable income of consumers and the net revenue yields for cruise brands
of Carnival Corporation & plc; conditions in the cruise and land-based
vacation industries, including competition from other cruise ship operators
and providers of other vacation alternatives and increases in capacity offered
by cruise ship and land-based vacation alternatives; the impact of operating
internationally; the international political and economic climate, the recent
military action in Iraq, other armed conflicts, terrorist attacks,
availability of air service and other world events and adverse publicity and
their impact on the demand for cruises; accidents and other incidents at sea
affecting the health, safety, security and vacation satisfaction of
passengers; the ability of Carnival Corporation & plc to implement its
shipbuilding programs and brand strategies and to continue to expand its
businesses worldwide; the ability of Carnival Corporation & plc to attract and
retain shipboard crew and maintain good relations with employee unions; the
ability to obtain financing on terms that are favorable or consistent with
Carnival Corporation & plc's expectations; the impact of changes in operating
and financing costs, including changes in foreign currency and interest rates
and fuel, food, insurance and security costs; changes in the tax,
environmental, health, safety, security and other regulatory regimes under
which Carnival Corporation & plc operates; continued availability of
attractive port destinations; the ability to successfully implement cost
improvement plans and to integrate business acquisitions; continuing financial
viability of Carnival Corporation & plc's travel agent distribution system;
weather patterns or natural disasters; and the ability of a small group of
shareholders effectively to control the outcome of shareholder voting.
Forward-looking statements should not be relied upon as a prediction of
actual results. Subject to any continuing obligations under applicable law
or any relevant listing rules, Carnival Corporation & plc expressly disclaims
any obligation to disseminate, after the date of this announcement, any
updates or revisions to any such forward-looking statements to reflect any
change in expectations or events, conditions or circumstances on which any
such statements are based.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the registrants has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CARNIVAL CORPORATION CARNIVAL PLC
By: /s/Gerald R. Cahill By: /s/Gerald R. Cahill
Name: Gerald R. Cahill Name: Gerald R. Cahill
Title: Senior Vice President-Finance Title: Senior Vice President-Finance
and Chief Financial and and Chief Financial and
Accounting Officer Accounting Officer
Date: June 25, 2003 Date: June 25, 2003
Exhibit List
Exhibit Description
- ------- -----------
99.1 Press release entitled "Carnival Corporation & plc
Reports Second Quarter Earnings" dated June 25, 2003.
99.2 Carnival Corporation - Regulation G Information.
99.3 Carnival Corporation & plc Pro Forma Consolidated
Statements of Operations and Carnival Corporation & plc
Pro Forma Net Cruise Revenues and Net Cruise Costs.
Exhibit 99.1
FOR IMMEDIATE RELEASE
CARNIVAL CORPORATION & PLC REPORTS SECOND QUARTER EARNINGS
MIAMI (06/25/03) -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE:
CUK) reported net income of $127.8 million ($0.19 Diluted EPS) on revenues of
$1.33 billion for its second quarter ended May 31, 2003, compared to net
income of $194.2 million ($0.33 Diluted EPS) on revenues of $989.9 million
for the same quarter in 2002. Earnings per share for the second quarter of
2003 were reduced by $0.02 per share due to litigation and other charges
associated with the dual listed company ("DLC") transaction with P&O Princess
Cruises plc ("P&O Princess"). In addition, because of the seasonality of P&O
Princess' business, the consolidation of P&O Princess' results reduced the
company's second quarter 2003 earnings per share by $0.01 per share.
Net income for the six months ended May 31, 2003 was $254.7 million
($0.40 Diluted EPS) on revenues of $2.37 billion, compared to net income of
$323.8 million ($0.55 Diluted EPS) on revenues of $1.90 billion for the same
period in 2002.
Carnival Corporation and P&O Princess entered into a DLC structure on
April 17, 2003, which effectively made Carnival Corporation and P&O Princess a
single economic entity ("Carnival Corporation & plc" or the "company"). Also
on that date, P&O Princess changed its name to Carnival plc and its year end
to November 30. For reporting purposes, Carnival Corporation has accounted
for the DLC transaction as an acquisition of Carnival plc. Consolidated
financial results for the company for the second quarter and six months of
2003 include the results of Carnival Corporation for the entire period and the
results of Carnival plc from April 17, 2003.
Consolidated revenues for the second quarter 2003 increased 34.8 percent
primarily due to the inclusion of six weeks of Carnival plc revenues and a
16.6 percent increase in Carnival Corporation standalone capacity, partially
offset by lower gross revenue yields (gross revenues per available lower berth
day). The decline in gross revenue yields was 7.2 percent in the second
quarter, resulting primarily from a decline in cruise ticket prices, lower
occupancy levels and reduced numbers of passengers purchasing air
transportation from the company. In the cruise industry, most companies,
including Carnival, consider net revenue yields as the most relevant measure
of revenue performance. Net revenue yields represent gross revenues less the
costs of air transportation, travel agent commissions and onboard revenues
divided by the number of available lower berth days. Net revenue yields were
down 8.6 percent in the second quarter of 2003, largely because of lower
cruise ticket prices and occupancy levels. On a pro forma basis for the second
quarter, assuming that the DLC transaction was completed and Carnival plc was
consolidated for the full quarter in both years, net revenue yields declined
6.7 percent, while pro forma gross revenue yields declined 6.3 percent.
For the second quarter of 2003, operating costs and selling, general and
administrative expenses increased 52.5 percent compared to the second quarter
of 2002. Approximately $247 million or 70 percent of the increase was due to
the inclusion of Carnival plc and the remainder was primarily due to increased
capacity and higher fuel costs. Gross operating costs per available lower
berth day increased 5.9 percent compared to the second quarter of 2002. Gross
operating costs per available lower berth day on a pro forma basis increased
5.2 percent for the combined entity.
Net operating costs per available lower berth day (excluding costs of air
transportation, travel agent commissions and onboard revenues, which are
included in the computation of net revenue yields) increased 8.4 percent
compared to the second quarter of 2002, largely because of Carnival plc's
higher operating cost levels compared to Carnival Corporation and because of
higher fuel costs. On a pro forma basis, net operating costs per available
lower berth day increased 9.2 percent for the combined entity.
The litigation charge in the second quarter of 2003 relates to the
anticipated settlement of claims by Carnival plc shareholders whose tender of
over 53 million Carnival plc shares in the partial share offer was wrongfully
rejected by the receiving agent, Computershare Investor Services plc. The
company has recorded a charge in the second quarter reflecting the full costs
of reimbursing those shareholders for their losses. This litigation charge,
along with other charges associated with the DLC transaction with P&O
Princess, amounted to $16 million.
"Given the concerns leading up to the war with Iraq and its eventual
outbreak, along with the uncertain worldwide economy, we are satisfied with
the performance of our brands in this extremely difficult environment for
leisure travel," said Micky Arison, Carnival Corporation & plc Chairman and
CEO. "We were delighted to complete the DLC transaction with P&O Princess
during the second quarter, the largest corporate transaction in our company's
history. We have made significant strides in the integration of our two
organizations and our integration teams have demonstrated energy and
enthusiasm in achieving our integration synergy targets," Arison added.
The company launched several ships during the second quarter of 2003.
In the United Kingdom, the 1,610-passenger Ocean Village was introduced under
a new brand formed by P&O Cruises UK. The Ocean Village features an
innovative "club cruising" concept, aimed at the active, younger traveler.
The 2,010-passenger Adonia, a former Princess Cruises vessel, will also
operate in the UK within the P&O Cruises UK fleet. In Germany, a new AIDA
ship, the 1,270-passenger AIDAaura, entered service. For southern Europe,
Costa Cruises' new 2,114-passenger Costa Mediterranea, which entered service
just last week, will operate in the Mediterranean this summer.
The company also recently rearranged the shipbuilding schedule of three
cruise ships being constructed at Italy's Fincantieri shipyards to
accommodate the construction of a new 116,000-ton cruise ship for Princess
Cruises in North America. The 3,100-passenger Princess ship is expected to
be delivered in May 2006.
Earlier this week, the company announced that Carnival Cruise Lines'
1,486-passenger Jubilee will be transferred to P&O Cruises Australia in the
fall of 2004, doubling the size of the brand's operations in the region.
Regarding booking activity and pricing for sailings during the second
half of 2003, although booking levels during the period leading up to and
during the Iraqi war were approximately equal to the prior year's levels,
they did not keep pace with the increase in the company's 2003 capacity.
Pricing for cabins booked during this period was also well below last year's
levels. From the period beginning with the end of the war through mid-May,
booking levels increased over the prior year to levels approximately equal to
the capacity increase in the second half of 2003, but pricing continued to be
substantially below last year.
However, during the five-week period between May 19 and June 22, 2003,
there has been a more significant increase in booking activity, with booking
levels for Carnival Corporation & plc during such period running 54 percent
higher than the prior year's levels compared to a pro forma capacity increase
of 19 percent in the second half of 2003. Pricing, although still below
prior year levels, has also shown the first signs of improvement and the
company is hopeful that this trend will continue. Because the booking curve
remains very close to sailing, the forecasting of future results is less
predictable than prior years. However, the company's best estimates are that
net revenue yields, on a pro forma basis for the combined group, will be down
between 4 percent to 6 percent for the second half of 2003. The company would
expect to see sequential improvement in net revenue yields between the third
and fourth quarters, if current booking trends continue.
"Clearly, the gap created by the dearth in bookings during the important
wave period in the first and second quarters of this year will have
significant impact on our third and fourth quarter results. I am encouraged,
however, with the recent acceleration of bookings in both North America and
Europe, which, if it continues, should help to set the stage for a stronger
financial performance in 2004," Arison said.
Net operating costs per available lower berth day on a pro forma basis in
the second half of 2003 are expected to be down slightly compared to the prior
year. Based on these estimates, earnings per share for the third quarter are
expected to be in a range of $0.83 to $0.87 and for the fourth quarter in a
range of $0.24 to $0.28.
Carnival has three new ships scheduled to enter service over the
remainder of the year. In North America, Princess Cruises' 1,970-passenger
Island Princess will enter service in Alaska on July 12, 2003, while Carnival
Cruise Lines' new 2,974-passenger Carnival Glory will begin sailing July 14,
2003 from Port Canaveral, Fla. Holland America's 1,848-passenger Oosterdam,
the second vessel of the line's new Vista-class series, will operate a series
of European cruises beginning August 3, 2003.
The company has scheduled a conference call with analysts at 10 a.m. EDT
(15.00 London time) today to discuss its 2003 second quarter earnings. This
call can be listened to live, and additional information can be obtained, via
Carnival Corporation & plc's Web sites at www.carnivalcorp.com and
www.carnivalplc.com.
For additional information, including historical quarterly and annual pro
forma data for Carnival Corporation & plc, please refer to the joint Current
Report on Form 8-K filed on June 25, 2003, with the SEC. These documents can
also be viewed on the company's Web sites at www.carnivalcorp.com and
www.carnivalplc.com. A copy of the joint Current Report will be available
shortly at the UKLA Document Viewing Facility of the Financial Services
Authority at 25 The North Colonnade, London E14 5HS.
Carnival Corporation & plc is the largest cruise vacation group in the
world, with a portfolio of 13 cruise brands in North America, Europe and
Australia, comprised of Carnival Cruise Lines, Princess Cruises, Holland
America Line, Costa Cruises, P&O Cruises, Cunard Line, Windstar Cruises,
Seabourn Cruise Line, Ocean Village, Swan Hellenic, AIDA, A'ROSA, and P&O
Cruises Australia.
Together, these brands operate 68 ships totaling more than 105,800 lower
berths with 15 new ships scheduled for delivery between now and mid-2006.
Carnival Corporation & plc also operates three riverboats on Europe's Danube
River and the leading tour companies in Alaska and the Canadian Yukon, Holland
America Tours and Princess Tours. Traded on both the New York and London Stock
Exchanges, Carnival Corporation & plc is the only group in the world to be
included in both the S&P 500 and the FTSE 100 indices.
***************************************************************************
Cautionary note concerning factors that may affect future results
Some of the statements contained in this earnings release are "forward-
looking statements" that involve risks, uncertainties and assumptions with
respect to Carnival Corporation, Carnival plc and Carnival Corporation & plc,
including some statements concerning future results, plans, goals and other
events which have not yet occurred. You can find many, but not all, of these
statements by looking for words like "will," "may," "believes," "expects,"
"anticipates," "forecast," "future," "intends," "plans," and "estimates" and
for similar expressions. Because forward-looking statements, including those
which may impact the forecasting of earnings per share, net revenue yields,
booking levels, pricing, occupancy, operating, financing and tax costs, costs
per available lower berth day, estimates of ship depreciable lives and
residual values or business prospects, involve risks and uncertainties, there
are many factors that could cause Carnival Corporation's, Carnival plc's and
Carnival Corporation & plc's actual results, performance or achievements to
differ materially from those expressed or implied in this announcement.
These factors include, but are not limited to, the following: achievement of
expected benefits from the DLC transaction; risks associated with the DLC
structure; liquidity and index inclusion as a result of the implementation of
the DLC structure, including a possible mandatory exchange of Carnival plc
shares that may occur under Carnival plc's constituent documents; risks
associated with the uncertainty of the tax status of the DLC structure;
general economic and business conditions, which may impact levels of
disposable income of consumers and the net revenue yields for cruise brands
of Carnival Corporation & plc; conditions in the cruise and land-based
vacation industries, including competition from other cruise ship operators
and providers of other vacation alternatives and increases in capacity
offered by cruise ship and land-based vacation alternatives; the impact of
operating internationally; the international political and economic climate,
the recent military action in Iraq, other armed conflicts, terrorist attacks,
availability of air service and other world events and adverse publicity and
their impact on the demand for cruises; accidents and other incidents at sea
affecting the health, safety, security and vacation satisfaction of
passengers; the ability of Carnival Corporation & plc to implement its
shipbuilding programs and brand strategies and to continue to expand its
businesses worldwide; the ability of Carnival Corporation & plc to attract
and retain shipboard crew and maintain good relations with employee unions;
the ability to obtain financing on terms that are favorable or consistent
with Carnival Corporation & plc's expectations; the impact of changes in
operating and financing costs, including changes in foreign currency and
interest rates and fuel, food, insurance and security costs; changes in the
tax, environmental, health, safety, security and other regulatory regimes
under which Carnival Corporation & plc operates; continued availability of
attractive port destinations; the ability to successfully implement cost
improvement plans and to integrate business acquisitions; continuing
financial viability of Carnival Corporation & plc's travel agent distribution
system; weather patterns or natural disasters; and the ability of a small
group of shareholders effectively to control the outcome of shareholder
voting.
Forward-looking statements should not be relied upon as a prediction of
actual results. Subject to any continuing obligations under applicable law
or any relevant listing rules, Carnival Corporation & plc expressly disclaims
any obligation to disseminate, after the date of this announcement, any
updates or revisions to any such forward-looking statements to reflect any
change in expectations or events, conditions or circumstances on which any
such statements are based.
MEDIA CONTACTS: INVESTOR RELATIONS CONTACTS:
US US/UK
Carnival Corporation & plc Carnival Corporation & plc
Tim Gallagher Beth Roberts
305 599 2600, ext. 16000 305 406 4832
44 (0) 79 5643 6104
UK UK
Brunswick Group Bronwen Griffiths
Sophie Fitton 44 (0) 23 8052 5231
44 (0) 20 7404 5959
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED
MAY 31, MAY 31,
2003 2002 2003 2002
(in thousands, except earnings per share)
Revenues $1,334,616 $989,899 $2,365,721 $1,896,430
Costs and Expenses
Operating 819,981 534,777 1,435,175 1,054,340
Selling and
Administrative 212,068 142,122 389,186 293,524
Depreciation and
Amortization 134,725 92,589 241,208 182,343
1,166,774 769,488 2,065,569 1,530,207
Operating Income 167,842 220,411 300,152 366,223
Nonoperating (Expense) Income
Interest income 9,096 7,752 13,325 14,415
Interest expense, net
of capitalized interest (41,514) (28,011) (70,906) (57,467)
Other (expense) income,
net (11,156)(1) (12,087)(2) 3,572 (7,129)
(43,574) (32,346) (54,009) (50,181)
Income Before Income Taxes 124,268 188,065 246,143 316,042
Income Tax Benefit 3,527 6,136 8,531 7,799
Net Income $ 127,795 $194,201 $ 254,674 $ 323,841
Earnings Per Share
Basic $ 0.19 $ 0.33 $ 0.40 $ 0.55
Diluted $ 0.19 $ 0.33 $ 0.40 $ 0.55
Weighted Average Shares
Outstanding - Basic 688,937 586,520 637,916 586,395
Weighted Average Shares
Outstanding - Diluted 690,118 588,779 638,949 588,194
(1) Includes $16 million of expenses related to litigation and other charges
associated with the DLC transaction with P&O Princess.
(2) Includes $9 million of losses, including related expenses, resulting from
the sale of Holland America's former Nieuw Amsterdam, and $4 million of direct
costs associated with cancelled cruises.
Note: Commencing on April 17, 2003, the company's statements of operations
include the consolidation of Carnival plc's results of operations.
CARNIVAL CORPORATION & PLC
SELECTED STATISTICAL AND SEGMENT INFORMATION
THREE MONTHS ENDED SIX MONTHS ENDED
MAY 31, MAY 31,
2003 2002 2003 2002
(in thousands) (in thousands)
STATISTICAL INFORMATION
Passengers carried 1,218 831 2,140 1,603
Available lower
berth days 7,661 5,258 13,465 10,319
Occupancy percentage 98.5% 101.9% 100.3% 102.3%
SEGMENT INFORMATION
Revenues
Cruise $1,309,057 $968,096 $2,336,532 $1,869,358
All other (1) 36,464 27,788 41,983 33,495
Intersegment
revenues (10,905) (5,985) (12,794) (6,423)
$1,334,616 $989,899 $2,365,721 $1,896,430
Operating expenses
Cruise $ 795,848 $513,079 $1,405,258 $1,025,315
All other(1) 35,038 27,683 42,711 35,448
Intersegment
Expenses (10,905) (5,985) (12,794) (6,423)
$ 819,981 $534,777 $1,435,175 $1,054,340
Selling and administrative expenses
Cruise $ 203,872 $135,077 $ 373,372 $ 278,853
All other(1) 8,196 7,045 15,814 14,671
$ 212,068 $142,122 $ 389,186 $ 293,524
Operating income (loss)
Cruise $ 177,832 $229,619 $ 321,389 $ 386,602
All other (9,990) (9,208) (21,237) (20,379)
$ 167,842 $220,411 $ 300,152 $ 366,223
(1) All other includes the company's tour operations (Holland America Tours
and Princess Tours) and its business travel agency (P&O Travel Ltd.).
Note: Commencing on April 17, 2003, the company's statistical and segment
information include Carnival plc's data.
CARNIVAL CORPORATION & PLC
HISTORICAL REGULATION G INFORMATION
Gross and net revenue yields and gross and net revenue per diems were computed
as follows (1):
Three Months Ended Six Months Ended
May 31, May 31,
2003 2002 2003 2002
(in thousands, except yields and per diems)
Cruise revenues $1,309,057 $968,096 $ 2,336,532 $ 1,869,358
Less commissions,
air transportation
and other (256,290) (177,399) (458,388) (360,587)
Net cruise
revenues $1,052,767 $790,697 $1,878,144 $ 1,508,771
Available lower
berth days
("ALBD's") 7,661 5,258 13,465 10,319
Gross revenue
yields (2) $ 170.87 $ 184.12 $ 173.53 $ 181.16
Net revenue
yields (3) $ 137.42 $ 150.38 $ 139.48 $ 146.21
Passenger cruise
days ("PCD's") (4) 7,544 5,359 13,512 10,559
Gross revenue per
diems (5) $ 173.52 $ 180.65 $ 172.92 $ 177.04
Net revenue per
diems (6) $ 139.55 $ 147.55 $ 139.00 $ 142.89
Gross and net operating costs per ALBD were computed as follows (1):
Three Months Ended Six Months Ended
May 31, May 31,
2003 2002 2003 2002
(in thousands, except yields and per diems)
Cruise operating
expenses $ 795,848 $ 513,079 $1,405,258 $1,025,315
Less commissions,
air transportation
and other (256,290) (177,399) (458,388) (360,587)
Cruise selling and
administrative
expenses 203,872 135,077 373,372 278,853
Net cruise costs $ 743,430 $ 470,757 $1,320,242 $ 943,581
ALBD's 7,661 5,258 13,465 10,319
Gross operating
costs per ALBD(7) $ 130.49 $ 123.27 $ 132.09 $ 126.39
Net operating
costs per ALBD(8) $ 97.04 $ 89.53 $ 98.05 $ 91.44
CARNIVAL CORPORATION & PLC
PRO FORMA REGULATION G INFORMATION
Pro forma gross and net revenue yields and gross and net revenue per diems
were computed as follows (1) (10):
Three Months Ended
May 31,
2003 2002
(in thousands, except yields and per diems)
Cruise revenues $ 1,592,937 $ 1,473,071
Less commissions, air
transportation and other (335,293) (304,310)
Net cruise revenues $ 1,257,644 $ 1,168,761
ALBD's 9,087 7,877
Gross revenue yields (2) $ 175.30 $ 187.01
Net revenue yields (3) $ 138.40 $ 148.38
PCD's (4) 8,925 7,985
Gross revenue per diems (5) $ 178.48 $ 184.48
Net revenue per diems (6) $ 140.91 $ 146.37
Pro forma gross and net operating costs per ALBD were computed as follows (1)
(10):
Three Months Ended
May 31,
2003 2002
(in thousands, except yields and per diems)
Cruise operating expenses $ 993,484 $ 824,350
Less commissions, air
transportation and other (335,293) (304,310)
Cruise selling and
administrative expenses 262,969 211,213
Net cruise costs $ 921,160 $ 731,253
ALBD's 9,087 7,877
Gross operating costs per ALBD (7) $ 138.27 $ 131.47
Net operating costs per ALBD (8) $ 101.37 $ 92.83
NOTES TO HISTORICAL AND PRO FORMA REGULATON G INFORMATION
(1) Carnival Corporation & plc uses net cruise revenue per available lower
berth day ("net revenue yields"), net cruise revenue per passenger cruise day
("net revenue per diems") and net cruise costs per available lower berth day
as significant financial measures of its cruise segment financial performance.
Carnival Corporation & plc believes that net revenue yields and net revenue
per diems are commonly used in the cruise industry to measure a company's
pricing performance. These measures are also used for revenue management
purposes and to compare the operating performance of the company with its
competitors. In calculating net revenue yields and net revenue per diems, the
company uses net cruise revenues rather than gross cruise revenues. Carnival
Corporation & plc believes that "net cruise revenues" is a more meaningful
measure in determining revenue yield than gross cruise revenues because it
reflects the cruise revenues received by the company net of its most
significant variable costs (travel agent commissions, cost of air
transportation and certain other variable direct costs associated with onboard
revenues). Substantially all of the remaining cruise costs are largely fixed
once the company's ship capacity levels have been determined.
Net operating cost per available lower berth day is the most significant
measure used by the company to monitor its ability to control costs. In
calculating this measure, the company deducts the same variable costs as
described above, which are included in the calculation of net revenues. This
is done to avoid duplicating these variable costs in the non-GAAP financial
measures described above because these variable costs are directly associated
with the revenues earned by the company.
(2) Represent gross cruise revenues divided by ALBD's.
(3) Represent net cruise revenues divided by ALBD's.
(4) PCD's represent the number of cruise passengers multiplied by the number
of revenue-producing ship operating days.
(5) Represent gross cruise revenues divided by PCD's.
(6) Represent net cruise revenues divided by PCD's.
(7) Represent gross operating expenses divided by ALBD's.
(8) Represent net cruise costs divided by ALBD's.
(9) In this earnings release, Carnival Corporation & plc has not provided
future gross revenue yields or gross operating costs per available lower berth
day because it is unable to provide reconciliations of forecasted net cruise
revenues to forecasted gross cruise revenues or forecasted net cruise costs to
forecasted cruise operating expenses without unreasonable effort. The
reconciliations would require Carnival Corporation & plc to forecast, with
reasonable accuracy, the amount of air and other transportation costs that its
forecasted cruise passengers would elect to purchase from the company (the
"air/sea mix"). Since the forecasting of future air/sea mix involves several
significant variables and the revenues from the sale of air and other
transportation approximate the costs of providing that transportation,
management focuses primarily on forecasts of net cruise revenues and costs
rather than gross cruise revenues and costs. This does not impact, in any
material respects, the company's ability to forecast its future results, as
any variation in the air/sea mix has no material impact on the company's
forecasted net cruise revenues or forecasted net cruise costs.
(10) The pro forma information gives pro forma effect to the DLC transaction
between Carnival Corporation and Carnival plc, which was completed on April
17, 2003. Management has prepared the pro forma information based upon the
companies' historical financial information and, accordingly, the above
information should be read in conjunction with the companies' historical
financial statements, as well as pro forma information included in the
companies' joint Current Reports on Form 8-K, dated May 29, 2003 and June 25,
2003.
The DLC transaction has been accounted for as an acquisition of Carnival
plc by Carnival Corporation, using the purchase method of accounting. The
Carnival plc accounting policies have been conformed to Carnival Corporation's
policies. Carnival plc's reporting period has been changed to the Carnival
Corporation reporting period and the information presented above covers the
same periods of time for both companies.
The Carnival plc pro forma results for the three months ended May 31,
2003 include a reduction of approximately $13 million due to the major
promotion and other expenses incurred by P&O Cruises UK's introduction into
service of four vessels: the Oceana, Minerva II, Ocean Village and Adonia.
Pursuant to Carnival plc's UK GAAP accounting policies, which were used prior
to the completion of the DLC transaction, these expenses would have been
initially deferred and then amortized to expense in future periods, instead of
being expensed as incurred in order to conform the Carnival plc UK GAAP
accounting policies to those U.S. GAAP accounting policies used by Carnival
Corporation.
In addition, Carnival plc is expected to receive insurance company and/or
shipyard payments related to the Diamond Princess fire and the Island Princess
delayed delivery. The present value of these payments, which approximates $99
million, has been recorded on the balance sheet of Carnival Corporation & plc
as a Carnival plc fair value acquisition adjustment. Accordingly, the income
originally expected to be recognized by Carnival plc of $6.8 million, $40.1
million, $30.6 million, $18.2 million and $3.2 million in the three months
ended May 31, 2003, August 31, 2003, November 30, 2003, February 28, 2004 and
May 31, 2004, respectively, will not be recognized in Carnival Corporation &
plc's results, but will be accounted for as a collection of this receivable by
the combined entity.
The above pro forma information has been prepared as if the DLC
transaction had occurred on December 1, 2001 and has not been adjusted to
reflect any net transaction benefits. In addition, it excludes the costs
related to the terminated Royal Caribbean transaction and the completion of
the DLC transaction with Carnival Corporation, which were expensed by Carnival
plc prior to April 17, 2003. Finally, the pro forma information does not
purport to represent what the results of operations actually could have been
if the DLC transaction had occurred on December 1, 2001 or what those results
will be for any future periods.
Exhibit 99.2
CARNIVAL CORPORATION
REGULATION G INFORMATION
This Carnival Corporation Regulation G information is being filed solely to
meet the technical requirements of the SEC's Regulation G as it relates to
Carnival Corporation's earnings releases for the periods noted below.
Gross and net revenue yields and gross and net revenue per diems were
computed as follows (1):
Three Months Ended Three Months Ended
February 28, November 30,
2003 2002 2002 2001
(in thousands, except yields and per diems)
Cruise revenues $1,027,475 $901,262 $1,022,082 $ 945,745
Less commissions,
air transportation
and other (202,098) (183,188) (178,816) (183,649)
Net cruise revenues $ 825, 377 $718,074 $ 843,266 $ 762,096
Available lower berth
days ("ALBD's") 5,805 5,060 5,594 5,185
Gross revenue yields (2) $ 177.00 $ 178.12 $ 182.71 $ 182.40
Net revenue yields
(3) (9) $ 142.18 $ 141.91 $ 150.75 $ 146.98
Passenger cruise days
("PCD's") (4) 5,968 5,200 5,713 5,076
Gross revenue per diems
(5) $ 172.16 $ 173.32 $ 178.90 $ 186.32
Net revenue per diems(6) $ 138.30 $ 138.09 $ 147.60 $ 150.14
Gross revenue yields declined .6% in the three months ended February 28, 2003
as compared to the same period in 2002 and increased .2% in the three months
ended November 30, 2002 as compared to the same period in 2001.
Gross and net operating costs per ALBD were computed as follows (1):
Three Months Ended Three Months Ended
February 28, November 30,
2003 2002 2002 2001
(in thousands, except costs per ALBD)
Cruise operating expenses $609,410 $512,236 $566,068 $536,011
Less commissions, air
transportation and other (202,098) (183,188) (178,816) (183,649)
Cruise selling and
administrative expenses 169,500 143,776 157,429 148,803
Net cruise costs $576,812 $472,824 $544,681 $501,165
ALBD's 5,805 5,060 5,594 5,185
Gross operating costs
per ALBD (7) $ 134.18 $ 129.65 $ 129.33 $ 132.08
Net operating costs
per ALBD (8)(10) $ 99.36 $ 93.44 $ 97.37 $ 96.66
Gross operating costs per ALBD increased 3.5% in the three months ended
February 28, 2003 as compared to the same period in 2002 and decreased 2.1%
in the three months ended November 30, 2002 as compared to the same period in
2001.
NOTES TO REGULATION G INFORMATION
(1) Carnival Corporation & plc uses net cruise revenue per available lower
berth day ("net revenue yields"), net cruise revenue per passenger cruise day
("net revenue per diems") and net cruise costs per available lower berth day
as significant financial measures of its cruise segment financial performance.
Carnival Corporation & plc believes that net revenue yields and net revenue
per diems are commonly used in the cruise industry to measure a company's
pricing performance. These measures are also used for revenue management
purposes and to compare the operating performance of the company with its
competitors. In calculating net revenue yields and net revenue per diems, the
company uses net cruise revenues rather than gross cruise revenues. Carnival
Corporation & plc believes that "net cruise revenues" is a more meaningful
measure in determining revenue yield than gross cruise revenues because it
reflects the cruise revenues received by the company net of its most
significant variable costs (travel agent commissions, cost of air
transportation and certain other variable direct costs associated with onboard
revenues). Substantially all of the remaining cruise costs are largely fixed
once the company's ship capacity levels have been determined.
Net operating cost per available lower berth day is the most significant
measure used by the company to monitor its ability to control costs. In
calculating this measure, the company deducts the same variable costs as
described above, which are included in the calculation of net revenues. This
is done to avoid duplicating these variable costs in the non-GAAP financial
measures described above because these variable costs are directly associated
with the revenue earned by the company.
(2) Represent gross cruise revenues divided by ALBD's.
(3) Represent net cruise revenues divided by ALBD's.
(4) PCD's represent the number of cruise passengers multiplied by the number
of revenue-producing ship operating days.
(5) Represent gross cruise revenues divided by PCD's.
(6) Represent net cruise revenues divided by PCD's.
(7) Represent gross operating expenses divided by ALBD's.
(8) Represent net cruise costs divided by ALBD's.
(9) Excluding the impact of an increase in capacity weighted toward Carnival
Cruise Lines and Costa Cruises, the company's lower priced contemporary cruise
products, of approximately $15.8 million for the three months ended February
28, 2003, net revenue yields would have been $144.90.
(10) Net operating costs per ALBD for the three months ended November 30, 2002
and 2001, excluding fuel costs of $55.8 million and $43.7 million, were $87.40
and $88.22, respectively.
Exhibit 99.3
CARNIVAL CORPORATION & PLC
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(in thousands, except earnings per share data)
Three months Three months Six months
ended Feb. 28, ended May 31, ended May 31,
2003 2002 2003 2002 2003 2002
Revenues $1,616,967 $1,388,158 $1,623,935 $1,513,446 $3,240,902 $2,901,604
Costs and Expenses
Operating 1,014,532 841,228 1,025,191 863,430 2,039,723 1,704,658
Selling and administrative (2) 279,599 234,029 272,863 221,996 552,462 456,025
Depreciation and amortization 155,272 126,673 160,214 133,445 315,486 260,118
1,449,403 1,201,930 1,458,268 1,218,871 2,907,671 2,420,801
Operating Income (3) 167,564 186,228 165,667 294,575 333,231 480,803
Nonoperating (Expense) Income
Interest income 5,714 7,350 9,641 8,479 15,355 15,829
Interest expense,
net of capitalized interest (52,926) (43,053) (47,779) (45,891) (100,705) (88,944)
Other income (expense), net (4) 17,714 5,836 (11,085) (11,758) 6,629 (5,922)
(29,498) (29,867) (49,223) (49,170) (78,721) (79,037)
Income Before Income Taxes 138,066 156,361 116,444 245,405 254,510 401,766
Income Tax Benefit, Net 6,203 1,278 5,566 4,443 11,769 5,721
Net Income $ 144,269 $ 157,639 $ 122,010 $ 249,848 $ 266,279 $ 407,487
Earnings per Share
Basic $ 0.18 $ 0.20 $ 0.15 $ 0.31 $ 0.33 $ 0.51
Diluted $ 0.18 $ 0.20 $ 0.15 $ 0.31 $ 0.33 $ 0.51
Weighted Average Shares Outstanding
Basic 795,093 794,466 795,849 794,718 795,471 794,592
Diluted 799,239 799,198 799,414 800,238 799,326 799,718
CARNIVAL CORPORATION & PLC
PRO FORMA NET CRUISE REVENUES AND NET CRUISE COSTS
(in thousands)
Three months Three months Six months
ended Feb. 28, ended May 31, ended May 31,
2003 2002 2003 2002 2003 2002
Cruise revenues $1,599,409 $1,372,069 $1,592,937 $1,473,071 $3,192,346 $2,845,140
Less commissions,
air transportation and other (362,583) (326,532) (335,293) (304,310) (697,876) (630,842)
Net cruise revenues $1,236,826 $1,045,537 $1,257,644 $1,168,761 $2,494,470 $2,214,298
Cruise operating expenses $ 991,919 $ 818,275 $ 993,484 $ 824,350 $1,985,403 $1,642,625
Less commissions,
air transportation and other (362,583) (326,532) (335,293) (304,310) (697,876) (630,842)
Cruise selling and administrative
expenses 267,508 223,260 262,969 211,213 530,477 434,473
Net cruise costs $ 896,844 $ 715,003 $ 921,160 $ 731,253 $1,818,004 $1,446,256
Available lower berth days 8,623 7,396 9,087 7,877 17,710 15,273
Passenger cruise days 8,663 7,511 8,925 7,985 17,588 15,496
CARNIVAL CORPORATION & PLC
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(in thousands, except earnings per share data)
Three months ended Three months ended Twelve months ended
Aug. 31, 2002 Nov. 30, 2002 Nov. 30, 2002
Revenues $2,257,905 $1,594,938 $6,754,447
Costs and Expenses
Operating 1,120,458 938,118 3,763,234
Selling and administrative (2) 236,858 268,548 961,431
Depreciation and amortization 143,335 145,019 548,472
Impairment charge 20,000 20,000
1,520,651 1,351,685 5,293,137
Operating Income 737,254 243,253 1,461,310
Nonoperating (Expense) Income
Interest income 20,470 8,921 45,220
Interest expense, net of capitalized interest (56,808) (44,420) (190,172)
Other income (expense), net 1,882 853 (3,187)
(34,456) (34,646) (148,139)
Income Before Income Taxes 702,798 208,607 1,313,171
Income Tax Benefit, Net 18,488 22,996 47,205
Net Income $ 721,286 $ 231,603 $1,360,376
Earnings per Share
Basic $ 0.91 $ 0.29 $ 1.71
Diluted $ 0.90 $ 0.29 $ 1.70
Weighted Average Shares Outstanding
Basic 794,870 794,949 794,751
Diluted 799,376 799,255 799,517
CARNIVAL CORPORATION & PLC
PRO FORMA NET CRUISE REVENUES AND NET CRUISE COSTS
(in thousands)
Three months ended Three months ended Twelve months ended
Aug. 31, 2002 Nov. 30, 2002 Nov. 30, 2002
Cruise revenues $2,104,194 $1,559,309 $6,508,643
Less commissions, air transportation
and other (453,913) (308,724) (1,393,479)
Net cruise revenues $1,650,281 $1,250,585 $5,115,164
Cruise operating expenses $1,033,081 $ 907,762 $3,583,468
Less commissions, air transportation
and other (453,913) (308,724) (1,393,479)
Cruise selling and administrative expenses 225,904 253,809 914,186
Net cruise costs $ 805,072 $ 852,847 $3,104,175
Available lower berth days 8,375 8,313 31,961
Passenger cruise days 9,206 8,377 33,079
(1) The pro forma information gives pro forma effect to the DLC transaction
between Carnival
Corporation and Carnival plc, which was completed on April 17, 2003.
Management has prepared
the pro forma information based upon the companies' historical financial
information and, accordingly, the above information should be read in
conjunction with the companies' historical financial statements, as well as
pro forma information included in the companies' joint Current Report on Form
8-K, dated May 29, 2003.
The DLC transaction has been accounted for as an acquisition of Carnival
plc by Carnival Corporation, using the purchase method of accounting. The
Carnival plc accounting policies have been conformed to Carnival Corporation's
policies. Carnival plc's reporting period has been changed to the Carnival
Corporation reporting period and the information presented above covers the
same periods of time for both companies. Carnival Corporation & plc are
having an independent appraisal performed of all of Carnival plc's cruise
ships and intangible assets. Accordingly, it is possible that the fair value
of Carnival plc's cruise ships could be less than or greater than their
carrying value, thus reducing or increasing pro forma depreciation expense.
In addition, amortizable intangibles which have not been valued and amortized
in the above pro forma information, could also eventually be recorded and
amortized, based primarily upon the appraisals.
The above pro forma information has been prepared as if the DLC
transaction had occurred on December 1, 2001 and has not been adjusted to
reflect any net transaction benefits. In addition, the pro forma information
does not purport to represent what the results of operations actually could
have been if the DLC transaction had occurred on December 1, 2001 or what
those results will be for any future periods.
(2) Excludes Carnival plc's costs related to its terminated Royal Caribbean
transaction and the completion of the DLC transaction with Carnival
Corporation, which were expensed by Carnival plc prior to April 17, 2003. The
amount of these nonrecurring expenses was approximately $20.1 million, $4.6
million, $24.5 million, $7.4 million, $10.9 million and $79.4 million in the
three months ended February 28, 2003 and 2002, May 31, 2003 and 2002, August
31, 2002 and November 30, 2002, respectively.
(3) The Carnival plc pro forma results for the three months ended February 28,
and May 31, 2003 and for the six months ended May 31, 2003 include a reduction
of approximately $7 million, $13 million and $20 million, respectively, due to
the major promotion and other expenses incurred by P&O Cruises UK's
introduction into service of four vessels: the Oceana, Minerva II, Ocean
Village and Adonia. Pursuant to Carnival plc's UK GAAP accounting policies,
which were used prior to the completion of the DLC transaction, these expenses
would have been initially deferred and then amortized to expense in future
periods, instead of being expensed as incurred in order to conform the
Carnival plc UK GAAP accounting policies to those U.S. GAAP accounting
policies used by Carnival Corporation.
(4) Carnival plc is expected to receive insurance company and/or shipyard
payments related to the Diamond Princess fire and the Island Princess delayed
delivery. The present value of these payments, which approximates $99
million, has been recorded on the balance sheet of Carnival Corporation & plc
as a Carnival plc fair value acquisition adjustment. Accordingly, the income
originally expected to be recognized by Carnival plc of $6.8 million, $40.1
million, $30.6 million, $18.2 million and $3.2 million in the three months
ended May 31, 2003, August 31, 2003, November 30, 2003, February 28, 2004 and
May 31, 2004, respectively, will not be recognized in Carnival Corporation &
plc's' results, but will be accounted for as a collection of this receivable
by the combined entity.