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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): May 19, 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 11-12 Charles II Street
Miami, Florida 33178-2428 London, SW1Y 4QU, 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 7805 1200
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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 5. Other Events and Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 are Carnival plc's (formerly known as
P&O Princess Cruises plc) unaudited summarized consolidated financial
statements as of and for the three months ended March 31, 2003 prepared in
accordance with generally accepted accounting principles in the United
Kingdom and using Carnival plc's historical accounting policies, together
with management's commentary on the 2003 first quarter results. As a
technical requirement, we are filing these financial statements in order to
comply with Carnival plc's U.S. public debt reporting requirements. These
financial statements are not required to be presented in accordance with the
U.S. Securities and Exchange Commission ("SEC") rules and regulations and
are not intended to fully comply with the SEC rules and regulations
applicable to the quarterly financial statements required to be filed by
Carnival Corporation. These Carnival plc quarterly financial statements are
for a period prior to Carnival plc's completion of its dual listed company
("DLC") transaction with Carnival Corporation, which was completed on April
17, 2003. Accordingly these results are not necessarily indicative of the
future consolidated results of Carnival Corporation & plc for the periods
ending after the completion of the DLC transaction.
Item 7. Financial Statements, Proforma Financial Information and Exhibits.
Carnival plc's unaudited summarized consolidated financial statements
as of and for the three months ended March 31, 2003, together with
management's commentary on the 2003 first quarter results, are included in
Exhibit 99.1 and are hereby incorporated by reference.
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: May 19, 2003 Date: May 19, 2003
Exhibit List
Exhibit Description
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99.1 Carnival plc's unaudited summarized consolidated financial
statements as of and for the three months ended March 31,
2003, together with management's commentary on the 2003
first quarter results.
EXHIBIT 99.1
SUMMARIZED GROUP PROFIT AND LOSS ACCOUNT
Three Months Ended March 31,
2003 2002
(UK GAAP) (UK GAAP)
(Unaudited) (Unaudited)
US$ million
Turnover (gross revenue) 639.0 512.1
Direct operating costs (443.9) (343.7)
Selling and administrative expenses (103.4) (86.5)
Depreciation and amortization (51.5) (39.8)
(598.8) (470.0)
Group operating profit 40.2 42.1
Share of operating results of joint ventures (0.2) 0.1
Total operating profit 40.0 42.2
Profit on sale of assets - 1.0
Profit before interest 40.0 43.2
Net interest and similar items (22.3) (16.1)
Profit before taxation 17.7 27.1
Taxation (0.4) (1.4)
Profit for the period 17.3 25.7
Basic earnings per share * $0.025 $0.037
Diluted earnings per share * $0.025 $0.037
Basic earnings per ADS* $0.10 $0.15
Diluted earnings per ADS* $0.10 $0.15
Dividend per share* $0.03 $0.03
Dividend per ADS* $0.12 $0.12
Weighted average number of shares
in issue (in millions) - Basic* 693.0 691.5
Weighted average number of shares
in issue (in millions) - Diluted* 695.4 695.1
*Stated prior to share and ADS consolidations (which took place on
completion of the dual listed company ("DLC") transaction with Carnival
Corporation, which was completed on April 17, 2003)
Three Months Ended March 31,
2003 2002
Operating statistics
Passenger cruise days (thousands)
North America 1,727 1,709
Europe and Australia 1,185 790
Total 2,912 2,499
Occupancy
North America 101.0 % 100.5%
Europe and Australia 87.7 % 95.1%
Total 95.6 % 98.8%
Passenger cruise days ("pcds") represent the number of passengers who could
be carried on board (defined by lower berth capacity) multiplied by the
available cruise days. Cruises that begin in one accounting period and end in
another have their pcds apportioned accordingly; the financial results are
treated similarly. Figures include all ocean going vessels and riverboats
operated by Carnival plc and its subsidiaries.
Occupancy is calculated by dividing the achieved passenger cruise days by the
offered passenger cruise days. Since the former includes upper berths whereas
the latter includes only lower berths, the occupancy can exceed 100%.
Commentary on first quarter results
Passenger cruise days in the first quarter of 2003 were 16.5% higher than
in the first quarter of 2002. In North America, Princess' passenger cruise days
increased by 1.1% with the introduction of Coral Princess and Tahitian Princess
offsetting the effects of transferring Crown Princess to A'ROSA in the second
quarter of last year and Ocean Princess to P&O Cruises during the fourth
quarter. For Europe and Australia, passenger cruise days increased by 50%,
with growth in each of Germany, the UK and Australia. In Germany, AIDAvita and
A'ROSA Blu (formerly Crown Princess) sailed throughout the first quarter,
having been introduced during last year. In the UK, the P&O Cruises brand grew
with the replacement of Victoria with the larger Oceana (formerly Ocean
Princess) during the fourth quarter of 2002. In Australia, the new premium
product on Pacific Princess operated for its first full quarter. For the fleet
as a whole, occupancy for the quarter was 95.6%, against 98.8% in the first
quarter of 2002, reflecting significantly lower occupancy levels in Germany.
Gross revenues for the quarter increased by 24.8% to $639 million,
reflecting the increase in passenger cruise days, higher overall gross revenues
per passenger cruise day and favorable exchange rate movements. Princess' gross
revenues per passenger cruise day recovered well from the first quarter of 2002
when they were impacted by the aftermath of the events of September 11, 2001.
Direct operating costs increased by 29.2%, reflecting the increase in
capacity, exchange rate movements, and higher fuel costs. Included within
selling and administrative expenses is $6.2 million of costs related to the DLC
transaction with Carnival Corporation. Excluding these transaction costs,
selling and administrative expenses increased by 12.4%, reflecting the increase
in capacity and exchange rate movements, offset by economies of scale, which
reduced unit costs.
Operating profit for the first quarter, before transaction costs, was
$46.2 million, compared with $42.2 million in the first quarter of 2002, an
increase of 9.5%. Net interest costs were $22.3 million, up from $16.1 million,
due to the higher borrowings after the deliveries of Coral Princess at the
start of the quarter and of AIDAvita during the second quarter of 2002.
Profit before tax and transaction costs was $23.9 million, compared with
$27.1 million in the first quarter of 2002, a decrease of 11.8%. The tax
charge was $0.4 million. After deducting tax and transaction costs, the profit
recorded for the quarter was $17.3 million.
Earnings per share/ADS for the quarter were $0.025/$0.10, down from
$0.037/$0.15, a reduction of 32.4%.
Excluding the transaction costs which represented $0.009/$0.036 per
share/ADS, earnings per share/ADS for the quarter were $0.034/$0.14, down from
$0.037/$0.15, a reduction of 8.1%.
Outlook
As part of the larger Carnival Corporation & plc group, the combined
companies are expected to provide a trading update along with the
preliminary release of their consolidated results of operations for the
three and six months ended May 31, 2003 on or about June 19, 2003. The
consolidated results of Carnival Corporation & plc for the three and six
months ended May 31, 2003, prepared in accordance with generally accepted
accounting principles in the United States, will include six months of
Carnival Corporation's results and the results of Carnival plc from April
17, 2003, the date the DLC transaction was completed, to May 31, 2003.
SUMMARIZED GROUP BALANCE SHEET
As at As at
March 31, 2003 December 31, 2002
(UK GAAP) (UK GAAP)
(Unaudited) (Audited)
US$ million
Goodwill 131.6 127.1
Ships 4,928.7 4,472.6
Ships under construction 476.8 907.4
Properties and other fixed assets 236.0 249.4
Investments 15.3 16.3
Stocks 87.8 87.4
Debtors 335.4 309.4
6,211.6 6,169.6
Net borrowings (2,496.8) (2,471.9)
Other creditors and provisions (901.2) (883.7)
Equity minority interests (0.3) (0.2)
2,813.3 2,813.8
Equity shareholders' funds 2,813.3 2,813.8
Debt/capital ratio 47% 47%
Net operating assets 4,624.3 4,335.3
SUMMARIZED GROUP CASH FLOW STATEMENT
Three Months Ended March 31,
2003 2002
(UK GAAP) (UK GAAP)
(Unaudited) (Unaudited)
US$ million
Net cash inflow from operating activities 70.5 170.8
Returns on investments and servicing of finance (10.3) (11.9)
Taxation 1.0 (9.4)
Capital expenditure and financial investment
Purchase of ships (49.7) (462.0)
Purchase of other fixed assets (5.3) (8.4)
Net cash outflow for capital expenditure
and financial investment (55.0) (470.4)
Disposal of investments - 2.8
Equity dividends paid (20.8) -
Net cash outflow before financing (14.6) (318.1)
Movement in net borrowings:
Net cash outflow before financing (14.6) (318.1)
Issue of stock 0.7 0.6
Amortization of bond issue costs (0.5) (0.5)
Exchange movements in borrowings (10.5) 17.1
Movement in net borrowings (24.9) (300.9)
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Three Months Ended Year Ended
March 31, 2003 December 31, 2002
(UK GAAP) (UK GAAP)
(Unaudited) (Audited)
US$ million
Profit for the period 17.3 208.8
Exchange movements 2.3 44.2
19.6 253.0
Dividends (20.8) (83.2)
New shares issued 0.7 3.9
Shares to be issued - 10.7
Net (decrease) increase in shareholders'
funds (0.5) 184.4
Shareholders' funds at beginning of period 2,813.8 2,629.4
Shareholders' funds at end of period 2,813.3 2,813.8
The figures for the year ended and as at December 31,2002 are extracted from
the statutory accounts for that year, which will be delivered to the UK
registrar of companies, and on which the auditors gave an unqualified
report, without any statement under section 237 (2) or (3) of the Companies
Act 1985.