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Filing under Rule 425 under
the Securities Act of 1933
and deemed filed under Rules 14d-2 and 14a-12
of the Securities Exchange Act of 1934
Filing by: Carnival Corporation
Subject Company: P&O Princess Cruises plc.
SEC File No. of Princess: 001-15136
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CARNIVAL CORPORATION
P&O PRINCESS CRUISES PLC
Investor Presentation
March/April 2003
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[LOGO - CARNIVAL CORPORATION] [PHOTOGRAPH - CRUISE SHIP]
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THE NEW CARNIVAL GROUP ...
A POWERFUL GLOBAL LEISURE COMPANY
================================================================================
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[PHOTOGRAPH - CRUISE SHIP] [LOGO - P&O PRINCESS CRUISES PLC]
THE NEW CARNIVAL GROUP
================================================================================
o Combination of Carnival/P&O Princess creates dynamic global leisure
company
o Most recognised cruise brands in North America, UK & Continental Europe
o State of the art fleet
o Significant synergies between two organisations
o Unique DLC structure:
> Strong operating cash flow and balance sheet to fund ongoing
growth initiatives
> Only company to be included in FTSE 100 and S&P 500
1
THE NEW CARNIVAL GROUP
================================================================================
A GLOBAL, DIVERSIFIED LEISURE COMPANY
PRO FORMA
NEW CARNIVAL
CCL POC CORPORATION
--- --- ------------
Revenue ($m) (1) $4,368 $2,527 $6,895
Net Income ($m) (1) $1,016 $ 213 $1,229
Passengers carried (m) (1) 3.5 1.2 4.7
Fleet Size (ships) (2) 45 20 65
Ships on Order 13 5 18
Berths (000s) (2) 67.3 32.7 100.0
Berths on Order (000s) 30.6 11.7 42.3
Source: Company accounts and filings
(1) Fiscal year 2002
(2) POC fleet size and berths excludes river boats
2
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[LOGO - CARNIVAL CORPORATION]
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STRATEGY
================================================================================
THE NEW CARNIVAL GROUP
================================================================================
FOUR PRIMARY CRUISE REGIONS
---------------------------
o North America, U.K., Germany and Southern Europe account for 85%
of global cruise passengers
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CRUISE PASSENGERS
IN MILLIONS
-----------
NORTH AMERICA 6.9
U.K. 0.8
SOUTHERN EUROPE 0.7
GERMANY 0.4
Source: GP Wild data for 2001
3
THE NEW CARNIVAL GROUP
================================================================================
WIDE PORTFOLIO OF HIGHLY COMPLEMENTARY BRANDS
---------------------------------------------
o POC's brands complement CCL's - by both geography & product offering
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NORTH AMERICA UNITED KINGDOM GERMANY
- ------------- -------------- -------
Carnival Cruise Lines P&O Cruises AIDA Cruises
Princess Cunard Arosa
Holland America Ocean Village
S. EUROPE
Windstar Cruises Swan Hellenic ---------
Seabourn Costa
AUSTRALIA
---------
P&O Cruises
4
THE NEW CARNIVAL GROUP
================================================================================
HIGH BRAND AWARENESS
--------------------
o New Carnival brands enjoy the highest levels of unaided brand
awareness among North American and UK cruise operators ...
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NORTH AMERICA (1) UNITED KINGDOM (2)
----------------- ------------------
Carnival 52% P&O Cruises 63%
Princess 38% Cunard 29%
RCl 23% Fred Olsen 22%
NCL 21% Thomson 19%
HAL 15% Airtours 17%
(1) Source: TRD Frameworks
(2) Source: P&O Princess Cruises commissioned third party research
5
THE NEW CARNIVAL GROUP
================================================================================
HIGH BRAND AWARENESS (CONT'D)
-----------------------------
o ... as well as among German and Italian cruise operators
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GERMANY (1) ITALY (2)
----------- ---------
Aida 31.3% Costa 21.9%
Berlin 8.5% Festival 0.4%
Europa 6.1% Carnival 0.3%
Deutschland 5.7% MSC 0.2%
(1) Source: P&O Princess Cruises commissioned third party research
(2) Source: Company data. Represents survey of tour operators
6
THE NEW CARNIVAL GROUP
================================================================================
COMBINED TARGETED CAPACITY ADDITIONS
------------------------------------
o New Carnival net capacity additions will be spread over strong
brands targeted at different segments (1)
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IN THOUSANDS
------------
CARNIVAL 11,046
COSTA 7,554
HOLLAND AMERICA 7,392
PRINCESS 6,810
CUNARD 4,588
OCEAN VILLAGE 1,610
AROSA 1,590
AIDA 1,270
P&O CRUISES 560
SWAN HELLENIC 316
Source: Company Estimates & POC company website
(1) Combined CCL & POC net capacity additions based on anticipated capacity
increases from 2002 and includes announced transfers and withdrawals
(2) AROSA excludes river boats
7
THE NEW CARNIVAL GROUP
================================================================================
STATE-OF-THE-ART COMBINED FLEET
-------------------------------
o Combination of modern fleets
> Addition of POC fleet with average age of 6.0 years reduces
average age of combined fleet from 8.3 to 7.5 years
o Introduction of new state-of-the-art ships
> Increased ratio of balcony cabins on new ships maximises yields
> Combined, the CCL/POC fleet has approximately 26% balcony
cabins (1)
o Greater number of berths per ship maximises operating efficiencies
> Average of 1,505 berths per ship by the end of November 2002
expected to increase to 1,683 by 2005 (2)
(1) Company estimates
(2) Excludes POC River Boats
8
THE NEW CARNIVAL GROUP
================================================================================
SIGNIFICANT SYNERGIES
---------------------
o Last two months of integration planning have reinforced confidence as
to deliverability of synergies
> Improvements to come from both arms of DLC
o Estimated synergies of at least $100 million on an annual basis
commencing in first full financial year (2004) following transaction
o Savings realised principally through the application of best practices,
particularly
> Procurement
> Contractual savings
> Rationalisation of certain operations
> Technology
> Elimination of redundant costs
> On board operations
9
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[LOGO - CARNIVAL CORPORATION]
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INDUSTRY OUTLOOK -
POSITIVE LONG TERM FUNDAMENTALS
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CRUISING CONTINUES ITS STRONG GROWTH IN N. AMERICA
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GROWTH IN NORTH AMERICAN LEISURE VS. CRUISE TRAVEL
(1997 - 2001)
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LEISURE TRAVEL GROWTH 1.8%
CRUISE TRAVEL GROWTH 8.3%
Source: GP Wild & TIA
10
.... AND IS SUPPORTED BY FAVORABLE DEMOGRAPHICS
================================================================================
GROWTH OF NORTH AMERICAN
2002 NORTH AMERICAN CRUISE POPULATION BETWEEN AGE 45 AND 69
PASSENGER DEMOGRAPHICS (1) (MILLIONS) (2)
- -------------------------- --------------------------------
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
72% of Cruise Market are age 40+ 2000 72mm
Age 25-40 28% 2010 94mm
Age 40-59 42% 31% Growth
Age 60+ 30%
(1) Source: GP Wild
(2) Source: The World Bank
11
CRUISING GROWTH IN EUROPE
================================================================================
CRUISING IS GROWING FASTER AS A VACATION
ALTERNATIVE IN EUROPE THAN IN NORTH AMERICA
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1997 PASSENGERS 2001 PASSENGERS CAGR
--------------- --------------- ----
(000s) (000s) (%)
UK 518 769 10.3%
GERMANY 284 392 8.5%
FRANCE, ITALY & SPAIN 405 710 15.0%
(1) Source: GP Wild
12
MORE ATTRACTIVE LIFESTYLE TRENDS IN EUROPE
================================================================================
AVERAGE DAYS SPENT ON VACATION
------------------------------
[GRAPHIC OMITTED]
DAYS
----
U.S. 13
U.K. 28
GERMANY 35
SOUTHERN EUROPE 40
Source: WTO
13
ORGANIC GROWTH WILL BE PRIMARY DRIVER OF EARNINGS
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PROJECTED NEW CARNIVAL AND INDUSTRY CAPACITY GROWTH
(AVAILABLE BERTH DAYS) (1)
[GRAPHIC OMITTED]
2003 2004 2005 2006
---- ---- ---- ----
North America 10.3% 12.7% 7.0% 3.6%
UK/Europe 7.9% 5.8% 2.7% 0.1%
North America
Industry Average 9.8% 10.5% 3.6% --
Source: Company estimates
(1) Represents anticipated available berth days year-over-year growth for
CCL & POC combined
14
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[LOGO - CARNIVAL CORPORATION]
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CRUISING - A RESILIENT INDUSTRY
================================================================================
2003 BOOKINGS
================================================================================
o Outlook for CCL and POC are similar
o Bookings have been impacted by
> Concerns about a war with Iraq
> Security alerts issued by various national governments
> Uncertain economic environment
o Booking trend very close-in
o CCL first quarter net revenue yields flat
o Second quarter net revenue yields are expected to be most affected
by current environment
(1) 2003 bookings data as of March 13, 2003
15
CCL HAS PROVED RESILIENT IN DIFFICULT ENVIRONMENTS
================================================================================
o In 1991 during the Gulf War, CCL net yields were down 3.3% and
Carnival grew its earnings 8%
o 2002 Improvement in CCL Net Yields:
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NET YIELD CHANGE (%)
--------------------
Q1 (7.5)
Q2 (5.3)
Q3 (0.8)
Q4 2.6
o Even in a very tough 2002, earnings per share grew 9.5%
o We believe CCL is likely to outperform other travel/leisure
companies in most environments
16
HOMEPORTING REDUCES NEED FOR FLY-CRUISE
================================================================================
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[MAP OF CARNIVAL CRUISE LINES/HOLLAND AMERICA EMBARKATIONS]
TRADITIONAL PORTS NEW PORTS
----------------- ---------
Ft. Lauderdale Baltimore
Los Angeles Boston
Miami Charleston
San Juan Ensenada
Galveston
Honolulu
Montreal
New Orleans
New York
Norfolk
Philadelphia
Pt. Canaveral
San Diego
Seattle
Seward
Tampa
Vancouver
Mobility of cruise ships allows flexible deployment
17
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[LOGO - CARNIVAL CORPORATION]
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UNIQUE DLC STRUCTURE
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KEY TERMS OF DLC PROPOSAL
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STRUCTURE o Dual listed company structure and Partial Share
Exchange offer
o Carnival 74% (1)
DLC o P&O Princess 26% (1)
o Based on a share exchange ratio of 1 POC Ordinary
Share = 0.3004 CCL shares
PARTIAL SHARE o DLC Structure includes a Partial Share offer by
OFFER which POC shareholders can exchange POC Shares
for CCL shares (maximum of 20% of POC's issued
share capital)
o Carnival shareholder meeting - 14 April
o POC Shareholder meeting - 16 April
TIMETABLE o Closing estimated - 17 April
o Contingent upon CCL & POC Shareholder votes
o Reorganised POC shares and ADSs trade on 22 April,
CCL stock on 21 April
(1) Pre Partial Share Offer
18
DLC STRUCTURE CHART
================================================================================
P&O PRINCESS CARNIVAL
SHAREHOLDERS SHAREHOLDERS
- ------------ ------------
P&O Princess Carnival
Shares Shares (2)
<-----------> EQUALISATION AND <----------->
GOVERNANCE AGREEMENT
P&O PRINCESS CARNIVAL
- ------------ --------
CROSS SHAREHOLDING (1)
<-----------------------------------
P&O PRINCESS CARNIVAL
ASSETS ASSETS
- ------------ --------
(1) Represents CCL holding in POC arm of DLC of up to 20%, dependent on take
up of Partial Share Offer
(2) Does not reflect Shareholder voting mechanism
19
DLC STRUCTURAL BENEFITS
================================================================================
o Economic interests of CCL and POC are aligned - will be managed as a
single economic enterprise
o CCL will be the 111th largest company in the S&P 500 with a market
capitalisation of $15.7 billion (1)
o POC will be the 58th largest company in the FTSE 100 with a market
capitalisation of (pounds) 3.1 billion (1)
o All stock, no cash transaction - preserves strong balance sheet and
credit rating
o Avoids Carnival stock flowback issues
o Maintains current tax position
(1) Source: Bloomberg. Based on market capitalisations as at 21 March 2003
20
BOARD OF DIRECTORS STRUCTURE
================================================================================
o CCL and POC to have identical boards
> Six executive directors
> Seven independent directors (Nine post-completion)
> All directors subject to annual re-election
> Board to review each director's continuation annually
> Mandatory retirement at 75
> Independent directors' compensation to consist of cash and stock
options that vest over 5 years (except for UK directors)
o Chairman/CEO role
> Prevailing practice in US
> Presiding Director will have increased responsibilities as
recommended by the Conference Board Commission
> Presiding Director elected annually by non-executive directors
> Majority of non-executive directors provide appropriate balance
21
BOARD OF DIRECTORS STRUCTURE (cont'd)
================================================================================
o Corporate Governance Guidelines
> Require majority of independent directors
> All directors on principal committees must be independent
> Director education programmes
> Annual self-evaluations
22
MANAGEMENT
================================================================================
o Single management team for combined group
> Will pursue a common set of business objectives
> Business strategies will be evaluated from the perspective of all
shareholders
o CCL and POC senior management expected to continue
> Peter Ratcliffe to continue to manage POC's operations
o Corporate headquarters for group to be in Miami
> Small corporate office in the UK
o Parent company to be called Carnival Corporation (NYSE listed) and
Carnival plc (LSE listed)
23
SIMPLIFIED REPORTING
================================================================================
o DLC to report in both US and UK denominated in US$ for combined
business
o DLC to report in US GAAP
o One combined annual report will comply with UKLA listing rules and US
disclosure requirements
o One POC share to equal one CCL share after reorganisation
o One common dividend policy and payment schedule
o POC to change financial year end to 30 November
24
CCL COMMITMENT TO DLC
===========================================================================
o Shareholder and Board meetings held on both continents
o Senior US-based management to meet UK shareholders regularly
o Regular investor relations events held in UK
o Investor relations presence in UK maintained
o Simultaneous release of information in the UK and US markets
(during trading hours)
o UK corporate brokers and public relations firms in place by
closing
25
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[LOGO - CARNIVAL CORPORATION]
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ATTRACTIVE VALUE OPPORTUNITY
================================================================================
CARNIVAL - ATTRACTIVE RELATIVE VALUATION
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CCL IS CURRENTLY TRADING AT A SIGNIFICANT DISCOUNT TO HISTORICAL AVERAGE
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
1991-2002 AVERAGE (1) 2002 P/E (1)
--------------------- ------------
S&P 500 25.1x 29.5x
CCL 18.6x 15.5x
DISCOUNT % 26.0% 47.6%
Source: Company filings/Factset. Based on closing prices as at 21 March 2003
(1) Represents trailing multiples
26
CARNIVAL - ATTRACTIVE RELATIVE VALUATION
================================================================================
CCL HAS HISTORICALLY TRADED AT A P/E PREMIUM TO RCL AND POC
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
AVERAGE DISCOUNT CURRENT DISCOUNT
TO CCL P/E (1,2) TO CCL P/E (1)
---------------- --------------
RCL 27% 34%
POC 29% (1%)
Source: Datastream; Factset
(1) Represents trailing multiples
(2) First available data point for POC post demerger is 15/2/01; last data
point for POC as of 19/11/01; first available data point for RCL initial
public offering is 28/4/93; last data point for RCL as of 11/3/03.
27
CCL HAS HISTORICALLY RECOVERED QUICKLY IN PERIODS OF UNCERTAINTY
================================================================================
CCL PRICE/BOOK VALUE RATIO
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
JANUARY 18, SEPTEMBER 11,
1991 - GULF WAR BEGINS 2001 - WTC ATTACKS
- ---------------------- ------------------
01/01/90 2.61 03/13/01 2.52
05/26/90 2.96 07/12/01 2.67
10/19/90 1.84 11/10/01 2.15
03/14/91 2.45 03/11/02 2.74
08/07/91 2.64 07/10/02 2.37
12/31/91 2.67 11/08/02 2.59
03/10/03 1.89
Source: Datastream
28
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[LOGO - CARNIVAL CORPORATION]
================================================================================
CONCLUSION
================================================================================
THE NEW CARNIVAL CORPORATION
================================================================================
o Combination of Carnival/P&O Princess creates dynamic global leisure
company
o Most recognised cruise brands in North America, UK & Continental
Europe
o Strong operating cash flow and balance sheet to fund growth initiative
o Favourable long term industry fundamentals
o Proven resiliency
o Compelling valuation
29
FORWARD LOOKING STATEMENTS AND RESPONSIBILITY
================================================================================
CERTAIN STATEMENTS CONTAINED IN THIS PRESENTATION ARE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE US PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. THESE STATEMENTS INVOLVE RISKS, UNCERTAINTIES AND ASSUMPTIONS WITH
RESPECT TO P&O PRINCESS AND CARNIVAL AND THEIR RESPECTIVE SUBSIDIARIES AND THE
COMBINED GROUP, INCLUDING CERTAIN STATEMENTS CONCERNING THE TRANSACTIONS
DESCRIBED IN THIS PRESENTATION, FUTURE RESULTS, PLANS AND 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 INVOLVE RISKS AND UNCERTAINTIES,
THERE ARE MANY FACTORS THAT COULD CAUSE THE TRANSACTIONS DESCRIBED IN THIS
PRESENTATION NOT TO OCCUR AND/OR EACH OF P&O PRINCESS', CARNIVAL'S AND THE
COMBINED GROUP'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN THIS DOCUMENT. THESE FACTORS
INCLUDE, BUT ARE NOT LIMITED TO: REGULATORY AND SHAREHOLDER APPROVALS OF THE DLC
TRANSACTION; ACHIEVEMENT OF EXPECTED BENEFITS FROM THE DLC TRANSACTION; RISKS
ASSOCIATED WITH THE COMBINATION OF CARNIVAL'S AND P&O PRINCESS' BUSINESSES BY
MEANS OF THE DLC STRUCTURE; LIQUIDITY AND INDEX INCLUSION AS A RESULT OF THE
IMPLEMENTATION OF THE DLC STRUCTURE, INCLUDING A POSSIBLE MANDATORY EXCHANGE;
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 THE CRUISE BRANDS OF
CARNIVAL, P&O PRINCESS AND THE COMBINED GROUP; CONDITIONS IN THE CRUISE AND
LAND-BASED VACATION INDUSTRIES, INCLUDING COMPETITION FROM OTHER CRUISE SHIP
OPERATORS AND OTHER VACATION ALTERNATIVES AND INCREASES IN CAPACITY OFFERED BY
CRUISE SHIP AND LAND-BASED VACATION ALTERNATIVE CAPACITIES; THE IMPACT OF
OPERATING INTERNATIONALLY; THE INTERNATIONAL POLITICAL AND ECONOMIC CLIMATE,
ARMED CONFLICT, TERRORIST ATTACKS AND OTHER WORLD EVENTS AND NEGATIVE MEDIA
PUBLICITY AND THEIR IMPACT ON THE DEMAND FOR CRUISES; ACCIDENTS AND OTHER
INCIDENTS AT SEA AFFECTING THE HEALTH, SAFETY AND SECURITY OF PASSENGERS; THE
ABILITY OF CARNIVAL, P&O PRINCESS AND THE COMBINED GROUP TO IMPLEMENT THEIR
SHIPBUILDING PROGRAMMES AND BRAND STRATEGIES AND TO CONTINUE TO EXPAND THEIR
BUSINESSES WORLDWIDE; THE ABILITY OF CARNIVAL, P&O PRINCESS AND THE COMBINED
GROUP TO ATTRACT AND RETAIN SHIPBOARD CREW; THE ABILITY TO OBTAIN FINANCING ON
TERMS THAT ARE FAVOURABLE OR CONSISTENT WITH CARNIVAL'S, P&O PRINCESS' AND THE
COMBINED GROUP'S EXPECTATIONS; THE IMPACT OF CHANGES IN OPERATING AND FINANCING
COSTS, INCLUDING CHANGES IN FOREIGN CURRENCY AND INTEREST RATES AND SECURITY,
FUEL, FOOD AND INSURANCE COSTS; CHANGES IN THE TAX, ENVIRONMENTAL AND OTHER
REGULATORY REGIMES UNDER WHICH EACH COMPANY OPERATES; AND THE ABILITY OF A SMALL
GROUP OF SHAREHOLDERS EFFECTIVELY TO CONTROL THE OUTCOME OF SHAREHOLDER VOTING.
THESE RISKS AND OTHER RISKS ARE DETAILED IN CARNIVAL'S AND P&O PRINCESS' US
SECURITIES AND EXCHANGE COMMISSION ("SEC") REPORTS. THOSE REPORTS CONTAIN
IMPORTANT CAUTIONARY STATEMENTS AND A DISCUSSION OF MANY OF THE FACTORS THAT
COULD MATERIALLY AFFECT THE ACCURACY OF EACH COMPANY'S FORWARD-LOOKING
STATEMENTS AND/OR ADVERSELY AFFECT THEIR RESPECTIVE BUSINESSES, RESULTS OF
OPERATIONS AND FINANCIAL POSITIONS. CARNIVAL AND P&O PRINCESS CAUTION THE READER
THAT THESE RISKS MAY NOT BE EXHAUSTIVE. CARNIVAL AND P&O PRINCESS OPERATE IN A
CONTINUALLY CHANGING BUSINESS ENVIRONMENT, AND NEW RISKS EMERGE FROM TIME TO
TIME. NEITHER CARNIVAL NOR P&O PRINCESS CAN PREDICT SUCH RISKS NOR CAN THEY
ASSESS THE IMPACT, IF ANY, OF SUCH RISKS ON THEIR BUSINESSES OR THE EXTENT TO
WHICH ANY RISK, OR COMBINATION OF RISKS, MAY CAUSE ACTUAL RESULTS TO DIFFER FROM
THOSE PROJECTED IN ANY FORWARD-LOOKING STATEMENTS. ACCORDINGLY, 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 AND P&O PRINCESS EXPRESSLY DISCLAIM ANY OBLIGATION TO
DISSEMINATE, AFTER THE DATE OF THIS PRESENTATION, 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.
IN CONNECTION WITH CARNIVAL'S DUAL LISTED COMPANY PROPOSAL (WHICH INCLUDES A
PARTIAL SHARE OFFER TO P&O PRINCESS SHAREHOLDERS), THE SEC HAS DECLARED
EFFECTIVE A REGISTRATION STATEMENT ON FORM S-4/PROXY STATEMENT ON SCHEDULE 14A
AND A REGISTRATION STATEMENT ON FORM S-4/STATEMENT ON SCHEDULE TO. BOTH
REGISTRATION STATEMENTS CONTAIN A PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE
DUAL LISTED COMPANY PROPOSAL. CARNIVAL HAS MAILED TO SHAREHOLDERS OF P&O
PRINCESS THE PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT/SCHEDULE TO.
CARNIVAL HAS MAILED THE PROXY STATEMENT AND THE PROSPECTUS CONTAINED IN THE
REGISTRATION STATEMENT/PROXY STATEMENT TO ITS SHAREHOLDERS. THESE REGISTRATION
STATEMENTS, THE PROSPECTUSES, THE PROXY STATEMENT AND THE SCHEDULE TO CONTAIN
IMPORTANT INFORMATION ABOUT CARNIVAL, P&O PRINCESS, THE DUAL LISTED COMPANY
PROPOSAL AND RELATED MATTERS. SHAREHOLDERS SHOULD READ THE REGISTRATION
STATEMENTS, THE PROSPECTUSES, THE PROXY STATEMENT, THE SCHEDULE TO AND THE OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE DUAL LISTED COMPANY PROPOSAL
CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE PROPOSAL. THE
REGISTRATION STATEMENTS, THE PROSPECTUSES, THE PROXY STATEMENT, THE SCHEDULE TO
AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE DUAL LISTED
COMPANY PROPOSAL AND PRIOR PRECONDITIONAL OFFER ARE AVAILABLE FREE OF CHARGE AT
THE SEC'S WEB SITE, AT WWW.SEC.GOV. IN ADDITION, THESE DOCUMENTS WILL BE MADE
AVAILABLE TO SHAREHOLDERS FREE OF CHARGE BY WRITING TO TIM GALLAGHER AT CARNIVAL
CORPORATION, CARNIVAL PLACE, 3655 N.W. 87 AVENUE, MIAMI, FLORIDA, 33178-2428.
IN ADDITION TO THE REGISTRATION STATEMENTS, THE PROSPECTUSES, THE PROXY
STATEMENT, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE DUAL LISTED COMPANY PROPOSAL, CARNIVAL IS OBLIGATED TO FILE
ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS AND OTHER INFORMATION
WITH THE SEC. PERSONS MAY READ AND COPY ANY REPORTS, STATEMENTS AND OTHER
INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC REFERENCE ROOM AT 450 FIFTH
STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL THE SEC AT 1-800-732-0330 FOR
FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM. FILINGS WITH THE SEC ALSO ARE
AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND THROUGH
THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
THE IDENTITIES OF THE PARTICIPANTS IN THE SOLICITATION OF CARNIVAL SHAREHOLDERS
FOR PURPOSES OF RULE 14A-12(A)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND
THEIR INTERESTS IN THE OFFER AND TRANSACTIONS RELATED TO IT ARE SET FORTH IN
APPENDIX V TO CARNIVAL'S FILING UNDER RULE 425 OF 8 JANUARY 2003.
THE SEC HAS DECLARED EFFECTIVE A REGISTRATION STATEMENTS ON FORM F-4 IN
CONNECTION WITH THE DEEMED EXCHANGE OF P&O PRINCESS SHARES AND ISSUANCE OF THE
SPECIAL VOTING SHARE IN CONNECTION WITH THE DLC TRANSACTION. THE FORMS F-4
CONTAIN A PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE DEEMED EXCHANGE OF P&O
PRINCESS SHARES AND/OR THE DLC TRANSACTION. P&O PRINCESS HAS MAILED A CIRCULAR
WITH RESPECT TO THE DLC TRANSACTION TO SHAREHOLDERS OF P&O PRINCESS. THE
CIRCULAR, FORMS F-4 AND THE PROSPECTUSES CONTAIN IMPORTANT INFORMATION ABOUT P&O
PRINCESS, CARNIVAL, THE DEEMED EXCHANGE OF P&O PRINCESS SHARES, THE DLC
TRANSACTION, THE PARTIAL SHARE OFFER AND RELATED MATTERS. INVESTORS AND
STOCKHOLDERS SHOULD READ THE CIRCULAR, FORMS F-4, THE PROSPECTUSES AND THE OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE DEEMED EXCHANGE OF P&O
PRINCESS SHARES AND THE PARTIAL SHARE OFFER CAREFULLY BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE DLC TRANSACTION AND THE PARTIAL SHARE OFFER. THE
CIRCULAR, FORMS F-4, THE PROSPECTUSES, AND ALL OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE DLC TRANSACTION ARE AVAILABLE FREE OF CHARGE AT THE
SEC'S WEB SITE, AT WWW.SEC.GOV. IN ADDITION, THE PROSPECTUS AND ALL OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE DLC TRANSACTION WILL BE MADE
AVAILABLE TO INVESTORS FREE OF CHARGE BY WRITING TO P&O PRINCESS CRUISES PLC,
11-12 CHARLES II STREET, LONDON SW1Y 4QU, ENGLAND, ATTENTION COMPANY SECRETARY.
IN ADDITION TO THE FORMS F-4, THE PROSPECTUS AND THE OTHER DOCUMENTS FILED WITH
THE SEC IN CONNECTION WITH THE DEEMED EXCHANGE OF P&O PRINCESS SHARES IN
CONNECTION WITH THE DLC TRANSACTION, P&O PRINCESS IS OBLIGATED TO FILE ANNUAL
REPORTS AND OTHER INFORMATION WITH THE SEC.
TERMS USED IN THIS PRESENTATION HAVE THE SAME MEANING AS IN THE ANNOUNCEMENT
DATED 8 JANUARY 2003.
THE DIRECTORS OF CARNIVAL ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN
THIS PRESENTATION (OTHER THAN INFORMATION RELATING TO THE P&O PRINCESS GROUP,
THE DIRECTORS OF P&O PRINCESS, AND MEMBERS OF THEIR IMMEDIATE FAMILIES, RELATED
TRUSTS AND PERSONS CONNECTED WITH THEM). TO THE BEST OF THE KNOWLEDGE AND BELIEF
OF THE DIRECTORS OF CARNIVAL (WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT
SUCH IS THE CASE), THE INFORMATION CONTAINED IN THIS PRESENTATION FOR WHICH THEY
TAKE RESPONSIBILITY IS IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING
LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. THE DIRECTORS OF P&O PRINCESS
ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PRESENTATION (OTHER
THAN INFORMATION RELATING TO CARNIVAL, THE DIRECTORS OF CARNIVAL, AND MEMBERS OF
THEIR IMMEDIATE FAMILIES, RELATED TRUSTS AND PERSONS CONNECTED WITH THEM). TO
THE BEST OF THE KNOWLEDGE AND BELIEF OF THE DIRECTORS OF P&O PRINCESS (WHO HAVE
TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE), THE INFORMATION
CONTAINED IN THIS PRESENTATION FOR WHICH THEY TAKE RESPONSIBILITY IS IN
ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT
OF SUCH INFORMATION.
MERRILL LYNCH INTERNATIONAL AND UBS LIMITED, A SUBSIDIARY OF UBS AG, ARE ACTING
AS JOINT FINANCIAL ADVISORS AND JOINT CORPORATE BROKERS EXCLUSIVELY TO CARNIVAL
AND NO-ONE ELSE IN CONNECTION WITH THE CARNIVAL DLC TRANSACTION AND THE PARTIAL
SHARE OFFER AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN CARNIVAL FOR
PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS RESPECTIVELY OF MERRILL LYNCH
INTERNATIONAL AND UBS LIMITED AS THE CASE MAY BE OR FOR PROVIDING ADVICE IN
RELATION TO THE CARNIVAL DLC TRANSACTION AND THE PARTIAL SHARE OFFER.
SALOMON BROTHERS INTERNATIONAL LIMITED, TRADING AS SCHRODER SALOMON SMITH BARNEY
("SCHRODER SALOMON SMITH BARNEY") AND CREDIT SUISSE FIRST BOSTON (EUROPE)
LIMITED ARE ACTING FOR P&O PRINCESS AND NO ONE ELSE IN CONNECTION WITH THE
MATTERS REFERRED TO HEREIN AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR
PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF SCHRODER SALOMON SMITH BARNEY
OR CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED OR FOR PROVIDING ADVICE IN
RELATION TO THE MATTERS REFERRED TO HEREIN.
EUROPEAN CRUISE PENETRATION [ALTERNATE SLIDE]
================================================================================
EUROPE UNDER-PENETRATED RELATIVE TO THE US
[GRAPHIC OMITTED]
CRUISE PASSENGERS AS % OF VACATIONERS
-------------------------------------
US 3.0%
UK 1.5%
GERMANY 0.5%
FRANCE, ITALY & SPAIN 1.6%
Source: PSA (for number of cruise passengers in 2001). Euromonitor (for number
of outbound vacationers in 2001) and Company for US penetration
percentage.
13
STRONG BALANCE SHEET TO DRIVE FUTURE GROWTH
================================================================================
[ALTERNATE SLIDE]
[GRAPHIC OMITTED]
RATING (1)
A2
CCL TODAY
A3
Baa1
Baa2
POC TODAY
Baa3 Investment Grade
- --------------------------------------------------------------------------------
Ba1 Non-Investment Grade
Ba2
CCL (2) POC (2)
------- -------
Net Debt / EBITDA (LTM) 1.7x 4.2x
- --------------------------------------------------------------------------------
Net Debt / Net Book Cap 25.2% 46.8%
- --------------------------------------------------------------------------------
Debt Ratings A/A2/A BBB/Baa3/BBB+
(S&P/Moody's/Fitch)
- --------------------------------------------------------------------------------
Liquidity ($m)(3) $2,201 $1,802
- --------------------------------------------------------------------------------
(1) Credit ratings as per Moody's Investors Service
(2) As of November 2002 for CCL and December 2002 for POC
(3) Liquidity calculated as cash plus committed undrawn facilities
17