SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 18, 2003
Carnival Corporation Carnival plc
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(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
Republic of Panama England and Wales
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(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
1-9610 1-15136
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(Commission File Number) (Commission File Number)
59-1562976 None
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(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
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(Address of principal executive (Address of principal executive
offices) offices)
(zip code) (zip code)
(305) 599-2600 011 44 20 7940 5381
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(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
None None
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(Former name and former address, (Former name and former address,
if changed since last report) if changed since last report)
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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Set forth below 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, 2003 and 2002 and
November 30, 2002; and for the nine months ended August 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 is being furnished to update the previous pro forma information
furnished to the SEC on the Carnival Corporation & plc joint Current Report on
Form 8-K, dated June 25, 2003, primarily as a result of changes in the Carnival
Corporation & plc statement of operations reporting format and to conform this
information to the reclassifications made in the August 31, 2003 and 2002
Carnival Corporation & plc statements of operations.
All the information contained in this Item 12 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 or the Securities Exchange Act of 1934.
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 & plc, including some
statements concerning future results, plans, outlook, 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 & plc's actual results,
performance or achievements to differ materially from those expressed or implied
in this joint Current Report on Form 8-K. These factors include, but are not
limited to, the following: achievement of expected benefits from the DLC
transaction; risks associated with the DLC structure; 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, 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.
- -------------------------PRO FORMA FINANCIAL INFORMATION------------------------
CARNIVAL CORPORATION & PLC
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(in thousands, except earnings per share)
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
FEB. 28, MAY 31, AUG. 31,
-------- ------- --------
2003 2002 2003 2002 2003 2002
---- ---- ---- ---- ---- ----
REVENUES
Cruise
Passenger tickets $ 1,262,660 $ 1,075,273 $ 1,238,608 $ 1,156,195 $ 1,863,185 $ 1,674,519
Onboard and other 351,661 306,830 364,343 323,439 466,468 380,515
Other 7,375 9,304 31,190 39,275 194,087 204,249
----------- ----------- ----------- ----------- ----------- -----------
1,621,696 1,391,407 1,634,141 1,518,909 2,523,740 2,259,283
----------- ----------- ----------- ----------- ----------- -----------
COSTS AND EXPENSES
Operating
Cruise
Passenger tickets 311,814 274,587 280,429 256,827 361,268 339,224
Onboard and other 61,964 58,607 60,688 51,350 82,531 66,838
Payroll and related 191,680 158,924 206,327 163,797 218,277 172,078
Food 104,617 86,355 104,445 91,932 118,165 102,827
Other ship operating 335,380 250,152 350,186 268,660 368,697 308,063
Other 12,301 16,168 32,395 37,038 130,707 133,398
----------- ----------- ----------- ----------- ----------- -----------
Total operating 1,017,756 844,793 1,034,470 869,604 1,279,645 1,122,428
Selling and administrative (2) 281,104 233,713 273,790 221,285 259,582 236,266
Depreciation and amortization 155,272 126,673 160,214 133,445 175,782 143,335
Impairment charge 20,000
----------- ----------- ----------- ----------- ----------- -----------
1,454,132 1,205,179 1,468,474 1,224,334 1,715,009 1,522,029
----------- ----------- ----------- ----------- ----------- -----------
OPERATING INCOME 167,564 186,228 165,667 294,575 808,731 737,254
NONOPERATING (EXPENSE) INCOME
Interest income 5,714 7,350 9,641 8,479 6,717 20,470
Interest expense,
net of capitalized interest (52,926) (43,053) (47,779) (46,018) (57,754) (56,808)
Other income (expense),
net (3) 17,714 5,836 (11,085) (11,631) 4,934 1,882
----------- ----------- ----------- ----------- ----------- -----------
(29,498) (29,867) (49,223) (49,170) (46,103) (34,456)
----------- ----------- ----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 138,066 156,361 116,444 245,405 762,628 702,798
INCOME TAX BENEFIT
(EXPENSE), NET 6,203 1,278 5,566 4,443 (28,367) 18,488
----------- ----------- ----------- ----------- ----------- -----------
NET INCOME $ 144,269 $ 157,639 $ 122,010 $ 249,848 $ 734,261 $ 721,286
=========== =========== =========== =========== =========== ===========
EARNINGS PER SHARE
BASIC $0.18 $0.20 $0.15 $0.31 $0.92 $0.91
===== ===== ===== ===== ===== =====
DILUTED $0.18 $0.20 $0.15 $0.31 $0.90 $0.90
===== ===== ===== ===== ===== =====
WEIGHTED-AVERAGE SHARES
OUTSTANDING
BASIC 795,093 794,466 795,849 794,718 797,015 794,870
DILUTED 799,239 799,198 799,414 800,238 818,191 799,376
CARNIVAL CORPORATION & PLC
PRO FORMA NET CRUISE REVENUES AND NET CRUISE COSTS
(in thousands, except yields and costs per ALBD)
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
FEB. 28, MAY 31, AUG. 31,
-------- ------- --------
GROSS AND NET REVENUE YIELDS 2003 2002 2003 2002 2003 2002
---- ---- ---- ---- ---- ----
Cruise revenues
Passenger tickets $ 1,262,660 $ 1,075,273 $ 1,238,608 $ 1,156,195 $ 1,863,185 $ 1,674,519
Onboard and other 351,661 306,830 364,343 323,439 466,468 380,515
----------- ----------- ----------- ----------- ----------- -----------
Gross cruise revenues 1,614,321 1,382,103 1,602,951 1,479,634 2,329,653 2,055,034
Less cruise costs
Passenger tickets (311,814) (274,587) (280,429) (256,827) (361,268) (339,224)
Onboard and other (61,964) (58,607) (60,688) (51,350) (82,531) (66,838)
----------- ----------- ----------- ----------- ----------- -----------
Net cruise revenues $ 1,240,543 $ 1,048,909 $ 1,261,834 $ 1,171,457 $ 1,885,854 $ 1,648,972
=========== =========== =========== =========== =========== ===========
Available lower berth days
("ALBDs") 8,623 7,396 9,087 7,877 9,915 8,375
=========== =========== =========== =========== =========== ===========
Gross revenue yields $ 187.21 $ 186.87 $ 176.40 $ 187.84 $ 234.96 $ 245.38
=========== =========== =========== =========== =========== ===========
Net revenue yields $ 143.86 $ 141.82 $ 138.86 $ 148.72 $ 190.20 $ 196.89
=========== =========== =========== =========== =========== ===========
GROSS AND NET COSTS PER
ALBD
Cruise operating expenses $ 1,005,455 $ 828,625 $ 1,002,075 $ 832,566 $ 1,148,938 $ 989,030
Cruise selling and
administrative expenses 269,015 222,944 266,745 210,503 249,522 225,310
----------- ----------- ----------- ----------- ----------- -----------
Gross cruise costs 1,274,470 1,051,569 1,268,820 1,043,069 1,398,460 1,214,340
Less cruise costs
Passenger tickets (311,814) (274,587) (280,429) (256,827) (361,268) (339,224)
Onboard and other (61,964) (58,607) (60,688) (51,350) (82,531) (66,838)
----------- ----------- ----------- ----------- ----------- -----------
Net cruise costs $ 900,692 $ 718,375 $ 927,703 $ 734,892 $ 954,661 $ 808,278
=========== =========== =========== =========== =========== ===========
ALBDs 8,623 7,396 9,087 7,877 9,915 8,375
=========== =========== =========== =========== =========== ===========
Gross cruise costs per ALBD $ 147.80 $ 142.18 $ 139.63 $ 132.42 $ 141.04 $ 145.00
=========== =========== =========== =========== =========== ===========
Net cruise costs per ALBD $ 104.45 $ 97.13 $ 102.09 $ 93.30 $ 96.28 $ 96.51
=========== =========== =========== =========== =========== ===========
CARNIVAL CORPORATION & PLC
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
NINE MONTHS ENDED THREE MONTHS TWELVE MONTHS
AUG. 31, ENDED ENDED
2003 2002 NOV. 30, 2002 NOV. 30, 2002
---- ---- ------------- -------------
REVENUES
Cruise
Passenger tickets $ 4,364,453 $ 3,905,987 $ 1,221,429 $ 5,127,416
Onboard and other 1,182,472 1,010,784 345,357 1,356,141
Other 232,652 252,828 31,575 284,403
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5,779,577 5,169,599 1,598,361 6,767,960
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COSTS AND EXPENSES
Operating
Cruise
Passenger tickets 953,511 870,638 250,858 1,121,496
Onboard and other 205,183 176,795 60,798 237,593
Payroll and related 616,284 494,799 180,783 675,582
Food 327,227 281,114 99,640 380,754
Other ship operating 1,054,263 826,875 322,316 1,149,191
Other 175,403 186,604 27,351 213,955
----------- ----------- ----------- -----------
Total operating 3,331,871 2,836,825 941,746 3,778,571
Selling and administrative (2) 814,476 691,264 268,343 959,607
Depreciation and amortization 491,268 403,453 145,019 548,472
Impairment charge 20,000 20,000
----------- ----------- ----------- -----------
4,637,615 3,951,542 1,355,108 5,306,650
----------- ----------- ----------- -----------
OPERATING INCOME 1,141,962 1,218,057 243,253 1,461,310
NONOPERATING (EXPENSE)
INCOME
Interest income 22,072 36,299 8,921 45,220
Interest expense, net of
capitalized interest (158,459) (145,879) (44,420) (190,299)
Other income (expense), net 11,563 (3,913) 853 (3,060)
----------- ----------- ----------- -----------
(124,824) (113,493) (34,646) (148,139)
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 1,017,138 1,104,564 208,607 1,313,171
INCOME TAX (EXPENSE)
BENEFIT, NET (16,598) 24,209 22,996 47,205
----------- ----------- ----------- -----------
NET INCOME $ 1,000,540 $ 1,128,773 $ 231,603 $ 1,360,376
=========== =========== =========== ===========
EARNINGS PER SHARE
BASIC $1.26 $1.42 $ 0.29 $ 1.71
===== ===== ====== ======
DILUTED $1.25 $1.41 $ 0.29 $ 1.70
===== ===== ====== ======
WEIGHTED-AVERAGE SHARES
OUTSTANDING
BASIC 795,986 794,685 794,949 794,751
DILUTED 805,615 799,604 799,255 799,517
CARNIVAL CORPORATION & PLC
PRO FORMA NET CRUISE REVENUES AND NET CRUISE COSTS
(IN THOUSANDS, EXCEPT YIELDS AND COSTS PER ALBD)
NINE MONTHS ENDED THREE MONTHS TWELVE MONTHS
AUG. 31, ENDED ENDED
2003 2002 NOV. 30, 2002 NOV. 30, 2002
---- ---- ------------- -------------
GROSS AND NET REVENUE YIELDS
Cruise revenues
Passenger tickets $ 4,364,453 $ 3,905,987 $ 1,221,429 $ 5,127,416
Onboard and other 1,182,472 1,010,784 345,357 1,356,141
----------- ----------- ----------- -----------
Gross cruise revenues 5,546,925 4,916,771 1,566,786 6,483,557
Less cruise costs
Passenger tickets (953,511) (870,638) (250,858) (1,121,496)
Onboard and other (205,183) (176,795) (60,798) (237,593)
----------- ----------- ----------- -----------
Net cruise revenues $ 4,388,231 $ 3,869,338 $ 1,255,130 $ 5,124,468
=========== =========== =========== ===========
ALBDs 27,625 23,648 8,313 31,961
=========== =========== =========== ===========
Gross revenue yields $ 200.79 $ 207.91 $ 188.47 $ 202.86
=========== =========== =========== ===========
Net revenue yields $ 158.85 $ 163.62 $ 150.98 $ 160.34
=========== =========== =========== ===========
GROSS AND NET COSTS PER ALBD
Cruise operating expenses $ 3,156,468 $ 2,650,221 $ 914,395 $ 3,564,616
Cruise selling and
administrative expenses 785,282 658,757 253,605 912,362
----------- ----------- ----------- -----------
Gross cruise costs 3,941,750 3,308,978 1,168,000 4,476,978
Less cruise costs
Passenger tickets (953,511) (870,638) (250,858) (1,121,496)
Onboard and other (205,183) (176,795) (60,798) (237,593)
----------- ----------- ----------- -----------
Net cruise costs $ 2,783,056 $ 2,261,545 $ 856,344 $ 3,117,889
=========== =========== =========== ===========
ALBDs 27,625 23,648 8,313 31,961
=========== =========== =========== ===========
Gross cruise costs per ALBD $ 142.69 $ 139.93 $ 140.50 $ 140.08
=========== =========== =========== ===========
Net cruise costs per ALBD $ 100.74 $ 95.63 $ 103.01 $ 97.55
=========== =========== =========== ===========
(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, we believe it is possible that the fair
value of some of Carnival plc's cruise ships could be less than their carrying
value, thus reducing 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) 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) Carnival plc has or 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 approximate $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
earnings, as it would have been by Carnival plc on a standalone basis, but will
be accounted for as a collection of this receivable by the combined entity.
- -----------------------END PRO FORMA FINANCIAL INFORMATION----------------------
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: September 18, 2003 Date: September 18, 2003