Filed pursuant to Rule 424(b)(3)
Registration No. 333-114071
PROSPECTUS
CARNIVAL CORPORATION
EXCHANGE OFFER FOR $550,000,000
3 3/4% SENIOR NOTES DUE 2007
GUARANTEED BY CARNIVAL PLC
THE NOTES AND THE GUARANTEES
We are offering to exchange $550,000,000 of our outstanding 3 3/4%
Senior Notes due 2007, which were issued on November 10, 2003 and which we refer
to as the initial notes, for a like aggregate amount of our registered 3 3/4%
Senior Notes due 2007, which we refer to as the exchange notes. The exchange
notes will be issued under an indenture dated as of April 25, 2001, as
supplemented by a fourth supplemental indenture dated as of November 10, 2003,
pursuant to which we issued the initial notes.
We will pay interest on the exchange notes on May 15 and November 15 of
each year, beginning on May 15, 2004. The notes will mature on November 15,
2007. We may redeem all of the notes in the event of tax law changes requiring
the payment of additional amounts.
The exchange notes will be our senior, unsecured obligations. Carnival
plc is guaranteeing our monetary obligations under the notes on an unsecured and
unsubordinated basis. The notes, as guaranteed, will rank equally with all of
the unsecured and unsubordinated indebtedness of Carnival Corporation and
Carnival plc, effectively junior to all of the secured indebtedness of Carnival
Corporation and Carnival plc, to the extent of the assets securing that
indebtedness, and effectively junior to all indebtedness of the subsidiaries of
Carnival Corporation and Carnival plc.
TERMS OF THE EXCHANGE OFFER
o It will expire at 12:00 midnight, New York City time, on May
11, 2004, unless we extend it.
o If all the conditions to this exchange offer are satisfied, we
will exchange all of our initial notes, that are validly
tendered and not withdrawn for new notes, which we refer to as
the exchange notes.
o You may withdraw your tender of initial notes at any time
before the expiration of this exchange offer.
o The exchange notes that we will issue you in exchange for your
initial notes will be substantially identical to your initial
notes except that, unlike your initial notes, the exchange
notes will have no transfer restrictions or registration
rights.
o The exchange notes that we will issue you in exchange for your
initial notes are new securities with no established market
for trading.
BEFORE PARTICIPATING IN THIS EXCHANGE OFFER, PLEASE REFER TO THE
SECTION IN THIS PROSPECTUS ENTITLED "RISK FACTORS" COMMENCING ON PAGE 12.
Each broker-dealer that receives exchange notes for its own account
pursuant to this exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. The letter of
transmittal accompanying this prospectus states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of exchange notes received in exchange
for initial notes where the initial notes were acquired by such broker-dealer as
a result of market-making activities or other trading activities. Carnival
Corporation and Carnival plc have agreed that, for a period of 90 days after the
expiration date of this exchange offer, Carnival Corporation will make this
prospectus available to any broker-dealer for use in connection with any such
resale. Please refer to the section of this prospectus entitled "Plan of
Distribution."
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
--------------------------------------------------
The date of this prospectus is April 7, 2004.
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TABLE OF CONTENTS
INCORPORATION BY REFERENCE.....................................................i
SUMMARY........................................................................1
RISK FACTORS..................................................................12
FORWARD-LOOKING STATEMENTS....................................................20
USE OF PROCEEDS...............................................................22
RATIO OF EARNINGS TO FIXED CHARGES............................................22
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA OF CARNIVAL
CORPORATION & PLC...........................................................23
CAPITALIZATION................................................................25
DESCRIPTION OF THE DLC TRANSACTION............................................27
THE EXCHANGE OFFER............................................................29
DESCRIPTION OF THE NOTES......................................................38
DESCRIPTION OF THE CARNIVAL PLC GUARANTEE.....................................46
CERTAIN PANAMANIAN AND UNITED STATES FEDERAL INCOME TAX CONSEQUENCES..........49
PLAN OF DISTRIBUTION..........................................................53
LEGAL MATTERS.................................................................54
EXPERTS.......................................................................54
WHERE YOU CAN FIND MORE INFORMATION...........................................54
___________
Unless the context otherwise requires, references in this prospectus to
"Carnival Corporation," "we," "our," and "us" are to Carnival Corporation and
its consolidated subsidiaries, references to "Carnival plc" are to Carnival plc
(formerly known as P&O Princess Cruises plc) and its consolidated subsidiaries
and references to "Carnival Corporation & plc" are to both Carnival Corporation
and Carnival plc collectively following the establishment of the dual listed
company structure.
INCORPORATION BY REFERENCE
This prospectus incorporates by reference important business and
financial information about Carnival plc, Carnival Corporation & plc and us that
is not included in or delivered with this document. The information incorporated
by reference is considered to be part of this prospectus, and later information
that Carnival Corporation and Carnival plc file with the Commission will
automatically update and supersede this information. Any statement modified or
superseded by subsequently filed materials shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus. Subject to the
preceding, the information in this prospectus is qualified in its entirety by
the information appearing in the documents incorporated by reference. Carnival
Corporation (file number 1-9610) and Carnival plc (file number 1-5136)
incorporate by reference the documents listed below (excluding any portions of
such documents that have been "furnished" but not "filed"):
o Carnival Corporation's and Carnival plc's joint Annual Report
on Form 10-K for the year ended November 30, 2003;
o Carnival Corporation's and Carnival plc's joint Current Report
on Form 8-K filed on March 5, 2004;
o The historical audited financial statements of Carnival plc
contained in its Annual Report on Form 20-F for the year ended
December 31, 2002 (filed under its former name, P&O Princess
Cruises plc); and
o All other documents filed by Carnival Corporation and Carnival
plc pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to
the termination of the offering.
You should rely only on the information contained in this document or
that information to which Carnival Corporation and Carnival plc have referred
you. Carnival Corporation and Carnival plc have not authorized anyone to provide
you with any additional information.
The documents incorporated by reference into this prospectus are
available from Carnival Corporation and Carnival plc upon request. Carnival
Corporation and Carnival plc will provide a copy of any and all of the
information that is
i
incorporated by reference in this prospectus to any person, without charge, upon
written or oral request. Requests for such copies should be directed to the
following:
Carnival Corporation
Carnival plc
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Attention: Corporate Secretary
Telephone: (305) 599-2600, Ext. 18018
Except as provided above, no other information, including, but not limited to,
information on the web sites of Carnival Corporation or Carnival plc, is
incorporated by reference into this prospectus.
You should only rely on information contained in this prospectus and
incorporated by reference in it.
ii
SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION INCLUDED ELSEWHERE OR INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS. BECAUSE THIS IS A SUMMARY, IT MAY NOT CONTAIN ALL THE INFORMATION
THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS, AS WELL AS
THE INFORMATION INCORPORATED BY REFERENCE, BEFORE MAKING AN INVESTMENT DECISION.
SOME OF THE STATEMENTS IN THIS "SUMMARY" ARE FORWARD-LOOKING STATEMENTS. PLEASE
SEE "FORWARD-LOOKING STATEMENTS" FOR MORE INFORMATION REGARDING THESE
STATEMENTS. UNLESS OTHERWISE NOTED, ALL FINANCIAL INFORMATION INCLUDED IN THIS
PROSPECTUS HAS BEEN PREPARED IN ACCORDANCE WITH U.S. GAAP. THE TERM "INITIAL
NOTES" REFERS TO THE 3 3/4% SENIOR NOTES DUE 2007 THAT WERE ISSUED ON NOVEMBER
10, 2003 IN A PRIVATE OFFERING. THE TERM "EXCHANGE NOTES" REFERS TO THE 3 3/4%
SENIOR NOTES DUE 2007 OFFERED WITH THIS PROSPECTUS. THE TERM "NOTES" REFERS TO
THE INITIAL NOTES AND THE EXCHANGE NOTES, COLLECTIVELY.
CARNIVAL CORPORATION & PLC
On April 17, 2003, Carnival Corporation and Carnival plc (formerly
known as P&O Princess Cruises plc) completed a dual listed company transaction,
or DLC transaction, which implemented Carnival Corporation & plc's DLC
structure. Carnival Corporation and Carnival plc are both public companies, with
separate stock exchange listings and their own shareholders. The two companies
have a single senior executive management team and identical boards of directors
and are operated as if they were a single economic enterprise. On a pro forma
basis, giving effect to the DLC transaction as of December 1, 2002, Carnival
Corporation & plc would have reported revenues of $7.6 billion and net income of
$1.2 billion for the year ended November 30, 2003. Carnival Corporation & plc
had shareholders' equity of $13.8 billion as at November 30, 2003. See
"Description of the DLC Transaction" for a more detailed description of the
transaction.
Carnival Corporation & plc is the largest cruise vacation group in the
world, based on revenues, passengers carried and available capacity. Carnival
Corporation & plc had, as at February 15, 2004, a combined fleet of 73 cruise
ships offering 118,040 lower berths, with 11 additional cruise ships, having
28,894 lower berths scheduled to be added after February 15, 2004 through
mid-2006, and is the leading provider of cruises to all major destinations
outside the Far East. Carnival Corporation and Carnival plc together carried
approximately 5.4 million passengers in fiscal 2003.
Carnival Corporation & plc currently offers 12 complementary brands
with leading positions in North America, the UK, Germany, Italy, France, Spain,
Brazil, Argentina and Australia. Carnival Corporation & plc has multi-brand
strategies that are intended to differentiate it from its competitors and
provide products and services appealing to the widest possible target audience
across all major segments of the vacation industry. Carnival Corporation & plc
is the leading global cruise vacation operator with brands appealing to the
widest target audience, focused on sourcing passengers from developed vacation
markets where cruising is one of the fastest growing vacation alternatives.
In addition to Carnival Corporation & plc's cruise operations, Carnival
Corporation & plc operates the leading tour companies in Alaska and the Canadian
Yukon, through Holland America Tours and Princess Tours. Holland America Tours
and Princess Tours operate 17 hotels and lodges in Alaska and the Canadian
Yukon, two luxury dayboats and a fleet of more than 500 motorcoaches and more
than 20 domed rail cars.
1
As of February 15, 2004, a summary of the number of cruise ships
Carnival Corporation & plc operates, by brand, their passenger capacity and the
primary areas in which they are marketed is as follows:
CRUISE BRANDS NUMBER OF CRUISE SHIPS PASSENGER CAPACITY(1) PRIMARY MARKET
- ------------- ---------------------- --------------------- --------------
Carnival Cruise Lines(2)........ 20 43,446 North America
Princess Cruises(3)(4).......... 11 19,880 North America
Holland America Line(4)(5)...... 12 16,320 North America
Costa Cruises................... 10 15,570 Europe
P&O Cruises..................... 4 7,724 United Kingdom
AIDA............................ 4 5,314 Germany
Cunard Line(6).................. 3 5,078 United Kingdom/North
America
Ocean Village................... 1 1,602 United Kingdom
P&O Cruises Australia(2)(3)..... 1 1,200 Australia
Swan Hellenic(7)................ 1 678 United Kingdom
Seabourn Cruise Line............ 3 624 North America
Windstar Cruises................ 3 604 North America
---------------------- ------------------
73 118,040
====================== ==================
- --------------
(1) In accordance with the cruise industry practice, passenger capacity is
calculated based on two passengers per cabin even though some cabins
can accommodate three or more passengers.
(2) Carnival Cruise Lines includes the 1,486-passenger Jubilee, which
Carnival Cruise Lines expects to transfer to P&O Cruises Australia in
the fall of 2004 and rename the Pacific Sun.
(3) One ship, the Pacific Princess, which is only included in Princess
Cruises' capacity, operates on a split deployment between Princess and
P&O Cruises Australia. Subsequent to February 15, 2004, the Diamond
Princess and the Caribbean Princess were delivered.
(4) Holland America Line and Princess Cruises also operate the leading tour
companies in Alaska and the Canadian Yukon, Holland America Tours and
Princess Tours, respectively, that primarily complement their cruise
operations.
(5) Holland America Line includes the Noordam, which was recently bare boat
chartered under a long-term agreement, but will continue to be operated
by Holland America Line through November 12, 2004.
(6) Cunard Line includes the Caronia, which was sold in May 2003 and is
being chartered back for use by Cunard Line until November 2004.
(7) The Minerva II is operated by Swan Hellenic pursuant to a bare boat
charter agreement that expires in 2006.
A description of Carnival Corporation & plc's ships under contract for
construction at November 30, 2003 was as follows (in millions, except passenger
capacity):
EXPECTED
SERVICE PASSENGER ESTIMATED
BRAND AND SHIP DATE(A) SHIPYARD CAPACITY TOTAL COST(B)
- -------------- ------- -------- -------- -------------
PRINCESS CRUISES
Diamond Princess.............. 3/04 Mitsubishi(d) 2,674 $475
Caribbean Princess............ 4/04 Fincantieri(c)(d) 3,114 500
Sapphire Princess............. 6/04 Mitsubishi 2,674 475
Newbuild...................... 6/06 Fincantieri 3,114 500
------ ------
Total Princess Cruises..... 11,576 1,950
------ ------
CARNIVAL CRUISE LINES
Carnival Miracle.............. 2/04 Masa-Yards(c)(d) 2,124 375
Carnival Valor................ 12/04 Fincantieri(c) 2,974 510
Carnival Liberty.............. 8/05 Fincantieri 2,974 460
------ ------
Total Carnival Cruise Lines 8,072 1,345
------ ------
2
EXPECTED
SERVICE PASSENGER ESTIMATED
BRAND AND SHIP DATE(A) SHIPYARD CAPACITY TOTAL COST(B)
- -------------- ------- -------- -------- -------------
HOLLAND AMERICA LINE
Westerdam..................... 4/04 Fincantieri(c) 1,848 410
Noordam....................... 2/06 Fincantieri(c) 1,848 410
------ ------
Total Holland America Line. 3,696 820
------ ------
CUNARD LINE
Queen Mary 2.................. 1/04 Chantiers de l'Atlantique(c)(d) 2,620 800
Queen Victoria................ 4/05 Fincantieri(c)(e) 1,968 410
------ ------
Total Cunard Line.......... 4,588 1,210
------ ------
COSTA CRUISES
Costa Magica.................. 11/04 Fincantieri(f) 2,702 545
------ ------
Total......................... 30,634 $5,870
====== ======
- ---------------
(a) The expected service date is the month in which the ship is currently
expected to begin its first revenue generating cruise.
(b) Estimated total cost of the completed ship includes the contract price
with the shipyard, design and engineering fees, capitalized interest,
construction oversight costs and various owner supplied items.
(c) These construction contracts are denominated in euros and have been
fixed into U.S. dollars through the utilization of forward foreign
currency contracts.
(d) The Carnival Miracle and the Queen Mary 2 were delivered February 2004
and December 2003, respectively. Subsequent to February 15, 2004, the
Diamond Princess and the Caribbean Princess were delivered.
(e) The ship listed in this table as the Queen Victoria will be delivered
as scheduled to P&O Cruises, rather than Cunard Line, and renamed the
Arcadia. In addition, the euro-denominated contract for that ship has
been fixed into sterling through the utilization of a forward foreign
currency contract. An enhanced, 1,850-passenger Queen Victoria has been
ordered from Fincantieri for scheduled delivery to Cunard Line in
January 2007 and is estimated to have a total cost of 390 million
euros.
(f) This construction contract is denominated in euros, which is Costa
Cruises' functional currency and therefore, we have not entered into a
forward foreign currency contract to hedge this commitment. The
estimated total cost has been translated into U.S. dollars using the
November 30, 2003 exchange rate.
Subsequent to November 30, 2003, Costa entered into a ship construction
contract for a 3,004-passenger ship with Fincantieri for a June 2006 delivery
date at an estimated total cost of 450 million euros.
In connection with cruise ships under contract for construction,
Carnival Corporation & plc has paid $876 million through November 30, 2003 and
anticipates paying $2.98 billion in 2004, $1.24 billion in 2005 and $775 million
in 2006.
CARNIVAL CORPORATION
Carnival Corporation was incorporated under the laws of the Republic of
Panama in November 1974. Carnival Corporation's common stock and paired trust
shares, which trade together with the common stock, are listed on the NYSE under
the symbol "CCL." Carnival Corporation's principal executive offices are located
at Carnival Place, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428. The
telephone number of Carnival Corporation's principal executive offices is (305)
599-2600.
CARNIVAL PLC
Carnival plc was incorporated and registered in England and Wales as
P&O Princess Cruises plc in July 2000 and was renamed "Carnival plc" on April
17, 2003, the date on which the DLC transaction with Carnival Corporation
closed. Carnival plc's ordinary shares are listed on the London Stock Exchange,
and Carnival plc's American Depositary Shares, or ADSs, are listed on the NYSE.
Effective April 22, 2003, Carnival plc ordinary shares trade under the symbol
"CCL" (formerly trading under "POC") on the London Stock Exchange. Effective
April 21, 2003, Carnival plc ADSs trade under the symbol "CUK" (formerly trading
under "POC") on the NYSE. Carnival plc's principal executive offices are located
at Carnival House, 5 Gainsford Street, London SE1 2NE, United Kingdom. The
telephone number of Carnival plc's principal executive offices is 011 44 20 7940
5381.
3
RECENT DEVELOPMENTS
On March 22, 2004, Carnival Corporation & plc reported net income of
$203 million ($0.25 diluted EPS) on revenues of $2.0 billion for its first
quarter ended February 29, 2004 compared to reported net income of $127 million
($0.22 diluted EPS) on reported revenues of $1.0 billion for the same quarter in
2003 and pro forma net income of $147 million ($0.18 diluted EPS) on pro forma
revenues of $1.6 billion for the same quarter in 2003. Both the pro forma and
reported 2003 earnings per share included a $0.02 nonrecurring gain from
insurance settlements.
Revenues for the first quarter of 2004 increased by $945 million
compared to reported revenues in the first quarter of 2003 primarily due to the
inclusion of $749 million of Carnival plc revenues, a 16.8 percent increase in
Carnival Corporation standalone capacity and higher revenue yields (revenue per
available lower berth day). Operating costs and selling, general and
administrative expenses increased by $735 million compared to reported operating
costs and selling, general and administrative expenses in the first quarter of
2003. Approximately $590 million of the increase was due to the inclusion of
Carnival plc costs, and the remainder was primarily due to increased capacity.
4
SUMMARY OF THE EXCHANGE OFFER
We are offering to exchange $550,000,000 aggregate principal amount of
our exchange notes for a like aggregate principal amount of our initial notes.
In order to exchange your initial notes, you must properly tender them and we
must accept your tender. We will exchange all outstanding initial notes that are
validly tendered and not validly withdrawn.
Exchange Offer....................... We will exchange our exchange notes for a
like aggregate principal amount at
maturity of our initial notes.
Expiration Date...................... This exchange offer will expire at 12:00
midnight, New York City time, on May 11,
2004, unless we decide to extend it.
Conditions to the Exchange
Offer........................... We will complete this exchange offer only
if:
o this exchange offer, or the making
of any exchange by a holder of our
initial notes, does not violate
applicable law, rule or regulation
or any applicable interpretation of
the staff of the SEC;
o the initial notes are duly tendered
in accordance with this exchange
offer;
o each holder of initial notes
exchanged in this exchange offer
shall have represented that all
exchange notes received by it shall
be acquired by it in the ordinary
course of its business and that at
the time of the consummation of
this exchange offer it shall have
no arrangement or understanding
with any person to participate in
the distribution (within the
meaning of the Securities Act) of
the exchange notes and shall have
made such other representations as
may be reasonably necessary under
applicable Securities rules,
regulations or interpretations to
render the use of Form S-4
available; and
o no action or proceeding shall have
been instituted or threatened in
any court or by or before any
governmental agency with respect to
this exchange offer which, in
Carnival Corporation & plc's
judgment, would reasonably be
expected to impair the ability of
Carnival Corporation & plc to
proceed with this exchange offer.
Please refer to the section in this
prospectus entitled "The Exchange
Offer--Conditions to the Exchange Offer."
5
Procedures for Tendering Initial
Notes........................... To participate in this exchange offer,
you must complete, sign and date the
letter of transmittal or its facsimile
and transmit it, together with your
initial notes to be exchanged and all
other documents required by the letter of
transmittal, to U.S. Bank National
Association, as exchange agent, at its
address indicated under "The Exchange
Offer--Exchange Agent." In the
alternative, you can tender your initial
notes by book-entry delivery following
the procedures described in this
prospectus. If your initial notes are
registered in the name of a broker,
dealer, commercial bank, trust company or
other nominee, you should contact that
person promptly to tender your initial
notes in this exchange offer. For more
information on tendering your notes,
please refer to the section in this
prospectus entitled "The Exchange
Offer--Procedures for Tendering Initial
Notes."
Special Procedures for Beneficial
Owners.......................... If you are a beneficial owner of initial
notes that are registered in the name of
a broker, dealer, commercial bank, trust
company or other nominee and you wish to
tender your initial notes in the exchange
offer, you should contact the registered
holder promptly and instruct that person
to tender on your behalf.
Guaranteed Delivery Procedures....... If you wish to tender your initial notes
and you cannot get the required documents
to the exchange agent on time, you may
tender your notes by using the guaranteed
delivery procedures described under the
section of this prospectus entitled "The
Exchange Offer--Procedures for Tendering
Initial Notes--Guaranteed Delivery
Procedure."
Withdrawal Rights.................... You may withdraw the tender of your
initial notes at any time before 12:00
midnight, New York City time, on the
expiration date of the exchange offer. To
withdraw, you must send a written or
facsimile transmission notice of
withdrawal to the exchange agent at its
address indicated under "The Exchange
Offer--Exchange Agent" before 12:00
midnight, New York City time, on the
expiration date of the exchange offer.
Acceptance of Initial Notes and
Delivery of Exchange Notes...... If all the conditions to the completion
of this exchange offer are satisfied, we
will accept any and all initial notes
that are properly tendered in this
exchange offer on or before 12:00
midnight, New York City time, on the
expiration date. We will return any
initial note that we do not accept for
exchange to you without expense promptly
after the expiration date. We will
deliver the exchange notes to you
promptly after the expiration date and
acceptance of your initial notes for
exchange. Please refer to the section in
this prospectus entitled "The Exchange
Offer--Acceptance of Initial Notes for
Exchange; Delivery of Exchange Notes."
Federal Income Tax Considerations
Relating to the Exchange Offer.. Exchanging your initial notes for
exchange notes will not be a taxable
event to you for United States federal
income tax purposes. Please refer to the
section of this prospectus entitled
"United States Federal Income Tax
Considerations."
Exchange Agent....................... U.S. Bank National Association is serving
as exchange agent in the exchange offer.
6
Fees and Expenses.................... We will pay all expenses related to this
exchange offer. Please refer to the
section of this prospectus entitled "The
Exchange Offer--Fees and Expenses."
Use of Proceeds...................... We will not receive any proceeds from the
issuance of the exchange notes in
exchange for the outstanding initial
notes. We are making this exchange solely
to satisfy our obligations under the
registration rights agreement entered
into in connection with the offering of
the initial notes.
Consequences to Holders Who Do Not
Participate in the
Exchange Offer ............ If you do not participate in this
exchange offer:
o except as set forth in the next
paragraph, you will not be able to
require us to register your initial
notes under the Securities Act,
o you will not be able to resell,
offer to resell or otherwise
transfer your initial notes unless
they are registered under the
Securities Act or unless you
resell, offer to resell or
otherwise transfer them under an
exemption from the registration
requirements of, or in a
transaction not subject to, the
Securities Act, and
o the trading market for your initial
notes will become more limited to
the extent other holders of initial
notes participate in the exchange
offer.
You will not be able to require us to
register your initial notes under the
Securities Act unless:
o there is a change in law, SEC rules
or regulations or applicable
interpretations thereof by the
staff of the Commission and, as a
result of such change, Carnival
Corporation and Carnival plc are
not permitted to effect an exchange
offer;
o the exchange offer is not declared
effective within 210 days of the
date of the issuance of the initial
notes or it is not consummated
within 240 days of the date of the
issuance of the initial notes;
o the initial purchasers not
permitted under applicable law to
participate in the exchange offer
so request a registration; or
o you are not permitted by the
federal securities laws or
applicable interpretations thereof
by the staff of the Commission to
participate in the exchange offer
or do not receive fully tradable
exchange notes in the exchange
offer.
In these cases, we and Carnival plc will
at our sole expense:
o as promptly as practicable, file a
shelf registration statement
covering resales of the notes (the
"Shelf Registration Statement");
7
o use commercially reasonable efforts
to cause the Shelf Registration
Statement to be declared effective
under the Securities Act no later
than 240 days after the date of the
issuance of the initial notes; and
o use commercially reasonable efforts
to keep effective the Shelf
Registration Statement until the
earlier of two years after the date
of issuance of the initial notes or
such time as all of the applicable
notes have been sold thereunder.
We do not currently anticipate that we
will register under the Securities Act
any initial notes that remain outstanding
after completion of the exchange offer.
Please refer to the section of this
prospectus entitled "Risk Factors--Your
failure to participate in the exchange
offer will have adverse consequences."
Resales.............................. It may be possible for you to resell the
notes issued in the exchange offer
without compliance with the registration
and/or prospectus delivery provisions of
the Securities Act, subject to the
conditions set forth in the following
paragraph and, in the case of
broker-dealers, the conditions described
under "--Obligations of Broker-Dealers"
below.
To tender your initial notes in this
exchange offer and resell the exchange
notes without compliance with the
registration and prospectus delivery
requirements of the Securities Act, you
must make the following representations:
o you are authorized to tender the
initial notes and to acquire
exchange notes, and that we will
acquire good and unencumbered title
thereto,
o the exchange notes acquired by you
are being acquired in the ordinary
course of business,
o you have no arrangement or
understanding with any person to
participate in a distribution of
the exchange notes and are not
participating in, and do not intend
to participate in, the distribution
of such exchange notes,
o you are not an "affiliate," as
defined in Rule 405 under the
Securities Act, of ours,
o if you are not a broker-dealer, you
are not engaging in, and do not
intend to engage in, a distribution
of exchange notes, and
o if you are a broker-dealer, the
initial notes to be exchanged were
acquired by you as a result of
market-making or other trading
activities and you will deliver a
prospectus in connection with any
resale, offer to resell or other
transfer of such exchange notes.
8
Please refer to the sections of this
prospectus entitled "The Exchange Offer--
Procedure for Tendering Initial
Notes--Proper Execution and Delivery of
Letters of Transmittal," "Risk
Factors--Risks Relating to the Exchange
Offer--Some persons who participate in
the exchange offer must deliver a
prospectus in connection with resales of
the exchange notes" and "Plan of
Distribution."
Obligations of Broker-Dealers........ If you are a broker-dealer (1) that
receives exchange notes, you must
acknowledge that you will deliver a
prospectus in connection with any resales
of the exchange notes, (2) who acquired
the initial notes as a result of market
making or other trading activities, you
may use the exchange offer prospectus as
supplemented or amended, in connection
with resales of the exchange notes, or
(3) who acquired the initial notes
directly from the issuers in the initial
offering and not as a result of market
making and trading activities, you must,
in the absence of an exemption, comply
with the registration and prospectus
delivery requirements of the Securities
Act in connection with resales of the
exchange notes.
9
SUMMARY OF THE TERMS OF THE EXCHANGE NOTES
THE FOLLOWING IS A BRIEF SUMMARY OF THE TERMS OF THIS EXCHANGE OFFER,
THE NOTES AND GUARANTEES. FOR A MORE COMPLETE DESCRIPTION. SEE "DESCRIPTION OF
THE EXCHANGE OFFER," "DESCRIPTION OF THE NOTES," AND "DESCRIPTION OF THE
CARNIVAL PLC GUARANTEE," IN THIS PROSPECTUS.
Issuer............................ Carnival Corporation
Notes Offered..................... $550.0 million aggregate principal amount of
3.75% senior notes due 2007. The forms and
terms of the exchange notes are the same as
the form and terms of the initial notes
except that the issuance of the exchange
notes is registered under the Securities Act,
will not bear legends restricting their
transfer and will not be entitled to
registration rights under our registration
rights agreement. The exchange notes will
evidence the same debt as the initial notes,
and both the initial notes and the exchange
notes will be governed by the same indenture
and supplemental indenture.
Maturity.......................... The exchange notes will mature on November
15, 2007 unless redeemed earlier by us as
described in "Description of the
Notes--Redemption or Assumption of Notes
Upon Changes or Amendment to Laws."
Interest Rate..................... 3.75% per year.
Interest Payment Dates............ We will pay interest on the exchange notes
semi-annually in arrears on May 15 and
November 15 of each year, beginning on May
15, 2004.
Guarantees........................ Our monetary obligations under the exchange
notes will be guaranteed on an
unsubordinated, unsecured basis by Carnival
plc. See "Description of the Carnival plc
Guarantee." No subsidiaries of Carnival
Corporation or Carnival plc will be
guaranteeing the exchange notes.
Ranking........................... The exchange notes will be our senior
unsecured obligations and, as guaranteed,
will rank equally with all of the unsecured
and unsubordinated indebtedness of Carnival
Corporation and Carnival plc, effectively
junior to all of the secured indebtedness of
Carnival Corporation and Carnival plc, to the
extent of the assets securing that
indebtedness, and effectively junior to all
indebtedness of the subsidiaries of Carnival
Corporation and Carnival plc. As of February
29, 2004, Carnival Corporation & plc had
$7.83 billion of consolidated indebtedness.
Of this amount:
o Carnival Corporation and Carnival plc
had an aggregate of $5.89 billion of
unsecured, unsubordinated indebtedness
outstanding, which amount includes
guarantees of $1.63 billion of
unsecured indebtedness of their
subsidiaries;
o Carnival Corporation and Carnival plc
had an aggregate of $192 million of
secured indebtedness outstanding, not
including any guarantees of their
subsidiaries' secured indebtedness;
o The subsidiaries of Carnival
Corporation and Carnival plc had an
aggregate of $1.21 billion of secured
indebtedness, of which $985 million was
guaranteed by Carnival Corporation
and/or Carnival plc;
o The subsidiaries of Carnival
Corporation and Carnival plc had an
aggregate of $2.17 billion of unsecured
indebtedness outstanding; and
10
o The subsidiaries of Carnival
Corporation and Carnival plc had an
aggregate of $3.38 billion of
indebtedness, of which $765 million was
not guaranteed by Carnival Corporation
or Carnival plc.
Absence of a Public Market for
the Exchange Notes............. The exchange notes are new securities with no
established market for them. We cannot assure
you that a market for these exchange notes
will develop or that this market will be
liquid. Please refer to the section of this
prospectus entitled "Risk Factors--Risks
Relating to the Exchange Notes--An active
trading market for the exchange notes may not
develop."
Form of the Exchange Notes........ The exchange notes will be represented by one
or more permanent global securities in
registered form deposited on behalf of The
Depository Trust Company with U.S. Bank
National Association, as custodian. You will
not receive exchange notes in certificated
form unless one of the events described in
the section of this prospectus entitled
"Description of Notes--Book Entry System"
occurs. Instead, beneficial interests in the
exchange notes will be shown on, and
transfers of these exchange notes will be
effected only through, records maintained in
book entry form by The Depository Trust
Company, with respect to its participants.
Risk Factors...................... See "Risk Factors" and other information in
this prospectus for a discussion of the
factors you should carefully consider before
deciding to invest in the notes.
11
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE SPECIFIC RISK FACTORS SET FORTH BELOW
AS WELL AS THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS BEFORE DECIDING TO INVEST IN THE NOTES. SOME STATEMENTS IN THIS
SECTION ARE "FORWARD-LOOKING STATEMENTS." FOR A DISCUSSION OF THOSE STATEMENTS
AND OF OTHER FACTORS FOR INVESTORS TO CONSIDER, SEE "FORWARD-LOOKING
STATEMENTS."
RISKS RELATING TO CARNIVAL CORPORATION & PLC'S BUSINESS
CARNIVAL CORPORATION & PLC MAY LOSE BUSINESS TO COMPETITORS THROUGHOUT THE
VACATION MARKET.
Carnival Corporation & plc operates in the vacation market, and
cruising is one of many alternatives for people choosing a vacation. Carnival
Corporation & plc therefore risks losing business not only to other cruise
lines, but also to other vacation operators that provide other leisure options,
including hotels, resorts and package holidays and tours.
Carnival Corporation & plc faces significant competition from other
cruise lines, both on the basis of cruise pricing and also in terms of the
nature of ships and services it will offer to cruise passengers. Carnival
Corporation & plc's principal competitors include:
o Royal Caribbean Cruises Ltd., which owns Royal Caribbean
International and Celebrity Cruises;
o Norwegian Cruise Line and Orient Lines;
o Disney Cruise Line;
o My Travel's Sun Cruises, Thomson, Saga and Fred Olsen in the
UK;
o Festival Cruises, Hapag-Lloyd, Peter Deilmann, Transocean
Cruises and Phoenix Reisen in Germany;
o Festival Cruises, Mediterranean Shipping Cruises, Spanish
Cruise Line and Louis Cruise Line in southern Europe;
o Crystal Cruises;
o Radisson Seven Seas Cruise Line; and
o Silversea Cruises.
Carnival Corporation & plc also competes with land-based vacation
alternatives throughout the world, including, among others, resorts, hotels,
theme parks and vacation ownership properties located in Las Vegas, Nevada,
Orlando, Florida, various Caribbean, Mexican, Bahamian and Hawaiian Island
destination resorts and numerous other vacation destinations throughout Europe
and the rest of the world.
In the event that Carnival Corporation & plc does not compete
effectively with other vacation alternatives and cruise companies, its results
of operations and financial condition could be adversely affected.
THE INTERNATIONAL POLITICAL AND ECONOMIC CLIMATE AND OTHER WORLD EVENTS
AFFECTING SAFETY AND SECURITY COULD ADVERSELY AFFECT THE DEMAND FOR CRUISES AND
COULD HARM CARNIVAL CORPORATION & PLC'S FUTURE SALES AND PROFITABILITY.
Demand for cruises and other vacation options has been, and is expected
to continue to be, affected by the public's attitude towards the safety of
travel, the international political climate and the political climate of
destination countries. Events such as the terrorist attacks in the United States
on September 11, 2001 and the threat
12
of additional attacks, concerns of an outbreak of additional hostilities and
national government travel advisories, together with the resulting political
instability and concerns over safety and security aspects of traveling, have had
a significant adverse impact on demand and pricing in the travel and vacation
industry and may continue to do so in the future. Demand for cruises is also
likely to be increasingly dependent on the underlying economic strength of the
countries from which cruise companies source their passengers. Economic or
political changes that reduce disposable income or consumer confidence in the
countries from which Carnival Corporation & plc will source its passengers may
affect demand for vacations, including cruise vacations, which are a
discretionary purchase. Decreases in demand could lead to price discounting
which, in turn, could reduce the profitability of its business.
OVERCAPACITY WITHIN THE CRUISE AND LAND-BASED VACATION INDUSTRY COULD HAVE A
NEGATIVE IMPACT ON NET REVENUE YIELDS, INCREASE OPERATING COSTS, RESULTING IN
SHIP, GOODWILL AND/OR TRADEMARK ASSET IMPAIRMENTS AND COULD ADVERSELY AFFECT
PROFITABILITY.
Cruising capacity has grown in recent years and Carnival Corporation &
plc expects it to continue to increase over the next two and a half years as all
of the major cruise vacation companies are expected to introduce new ships. Over
the past few years, Carnival Corporation & plc's net revenue yields have been
negatively impacted as a result of a variety of factors, including capacity
increases. In order to utilize new capacity, the cruise vacation industry will
probably need to increase its share of the overall vacation market. The overall
vacation market is also facing increases in land-based vacation capacity, which
also will impact Carnival Corporation & plc. Failure of the cruise vacation
industry to increase its share of the overall vacation market is one of a number
of factors that could have a negative impact on Carnival Corporation & plc's net
revenue yields. Should net revenue yields be negatively impacted, Carnival
Corporation & plc's results of operations and financial condition could be
adversely affected, including the impairment of the value of its ships, goodwill
and/or trademark assets. In addition, increased cruise capacity could impact
Carnival Corporation & plc's ability to retain and attract qualified crew at
competitive costs and, therefore, increase Carnival Corporation & plc's
shipboard employee costs.
CARNIVAL CORPORATION & PLC'S FUTURE OPERATING CASH FLOW MAY NOT BE SUFFICIENT TO
FUND FUTURE OBLIGATIONS, AND CARNIVAL CORPORATION & PLC MAY NOT BE ABLE TO
OBTAIN ADDITIONAL FINANCING, IF NECESSARY, AT A COST THAT IS FAVORABLE OR THAT
MEETS ITS EXPECTATIONS.
Carnival Corporation & plc's forecasted cash flow from future
operations may be adversely affected by various factors, including, but not
limited to, declines in customer demand, increased competition, overcapacity,
the deterioration in general economic and business conditions, terrorist
attacks, ship incidents, adverse publicity and increases in fuel prices, as well
as other factors noted under these risk factors and under the "Forward-Looking
Statements" section below. To the extent that Carnival Corporation & plc is
required, or chooses, to fund future cash requirements, including future
shipbuilding commitments, from sources other than cash flow from operations,
cash on hand and current external sources of liquidity, including committed
financings, Carnival Corporation & plc will have to secure such financing from
banks or through the offering of debt and/or equity securities in the public or
private markets.
Carnival Corporation & plc's access to financing will depend on, among
other things, the maintenance of strong long-term credit ratings. Carnival
Corporation and Carnival plc's senior, unsecured long-term debt ratings are "A3"
by Moody's, "A-" by Standard & Poor's and "A-" by Fitch Ratings. Carnival
Corporation's short-term corporate credit ratings are "Prime-2" by Moody's,
"A-2" by Standard & Poor's and "F2" by Fitch Ratings.
ACCIDENTS AND OTHER INCIDENTS OR ADVERSE PUBLICITY CONCERNING THE CRUISE
INDUSTRY OR CARNIVAL CORPORATION & PLC COULD AFFECT CARNIVAL CORPORATION & PLC'S
REPUTATION AND HARM ITS FUTURE SALES AND PROFITABILITY.
The operation of cruise ships involves the risk of accidents, passenger
and crew illnesses, mechanical failures and other incidents at sea or while in
port, which may bring into question passenger safety, health, security and
vacation satisfaction and thereby adversely affect future industry performance.
Incidents involving passenger cruise ships could occur and could adversely
affect future sales and profitability. In addition, adverse publicity concerning
the vacation industry in general or the cruise industry or Carnival Corporation
& plc in particular could impact demand and, consequently, have an adverse
effect on Carnival Corporation & plc's profitability.
13
OPERATING, FINANCING AND TAX COSTS ARE SUBJECT TO MANY ECONOMIC AND POLITICAL
FACTORS THAT ARE BEYOND CARNIVAL CORPORATION & PLC'S CONTROL, WHICH COULD RESULT
IN INCREASES IN ITS OPERATING, FINANCING AND TAX COSTS.
Some of Carnival Corporation & plc's operating costs, including fuel,
food, insurance, payroll and security costs, are subject to increases because of
market forces and economic instability or political instability beyond Carnival
Corporation & plc's control. In addition, interest rates, currency fluctuations
and Carnival Corporation & plc's ability to obtain debt or equity financing are
dependent on many economic and political factors. Actions by U.S. and non-U.S.
taxing jurisdictions could also cause an increase in Carnival Corporation &
plc's costs. Increases in operating, financing and tax costs could adversely
affect Carnival Corporation & plc's results because Carnival Corporation & plc
may not be able to recover these increased costs through price increases of its
cruise vacations.
ENVIRONMENTAL LEGISLATION AND REGULATIONS COULD AFFECT OPERATIONS AND INCREASE
CARNIVAL CORPORATION & PLC OPERATING COSTS.
Some environmental groups have lobbied for more stringent regulation of
cruise ships. Some groups have also generated negative publicity about the
cruise industry and its environmental impact. The U.S. Environmental Protection
Agency is considering new laws and rules to manage cruise ship waste. In
addition, various state regulatory agencies in Alaska, California, Florida and
elsewhere are considering new regulations which could adversely impact the
cruise industry.
Alaskan authorities are currently investigating an incident that
occurred in August 2002 onboard Holland America Line's Ryndam involving a
wastewater discharge from the ship. As a result of this incident, various Ryndam
ship officers and crew have received grand jury subpoenas from the Office of the
U.S. Attorney in Anchorage, Alaska, requesting that they appear before the grand
jury. If the investigation results in charges being filed, a judgment could
include, among other forms of relief, fines and debarment from federal
contracting, which would prohibit Holland America Line's operations in Alaska's
Glacier Bay National Park and Preserve during the period of debarment.
In addition, pursuant to a settlement with the U.S. government in April
2002, Carnival Corporation pled guilty to certain environmental violations.
Carnival Corporation was sentenced under a plea agreement pursuant to which
Carnival Corporation paid fines in fiscal 2002 totaling $18 million to the U.S.
government and other parties. Carnival Corporation was also placed on probation
for a term of five years. Under the terms of the probation, any future violation
of environmental laws by Carnival Corporation may be deemed a violation of
probation. In addition, Carnival Corporation was required as a special term of
probation to develop, implement and enforce a worldwide environmental compliance
program, which probation is also applicable to Carnival plc. Carnival
Corporation & plc has implemented the environmental compliance program at
Carnival Corporation and are in the process of implementing it at Carnival plc
and expect to incur approximately $5 million in additional 2004 annual
environmental compliance costs compared to 2003 as a result of the program.
Carnival Corporation & plc's costs of complying with current and future
environmental laws and regulations, or liabilities arising from past or future
releases of, or exposure to, hazardous substances or to vessel discharges, could
increase the cost of compliance or otherwise materially adversely affect
Carnival Corporation & plc's business, results of operations and/or financial
condition.
NEW REGULATION OF HEALTH, SAFETY, SECURITY AND OTHER REGULATORY ISSUES COULD
INCREASE OPERATING COSTS AND ADVERSELY AFFECT NET INCOME.
Carnival Corporation & plc is subject to various international,
national, state and local health, safety and security laws, regulations and
treaties. The International Maritime Organization, sometimes referred to as the
IMO, which operates under the United Nations, has adopted safety standards as
part of the International Convention for the Safety of Life at Sea, sometimes
referred to as SOLAS, which is applicable to all of Carnival Corporation & plc's
ships. Generally SOLAS establishes vessel design, structural features,
materials, construction and life saving equipment requirements to improve
passenger safety and security.
14
In addition, ships that call on U.S. ports are subject to inspection by
the U.S. Coast Guard for compliance with SOLAS and by the U.S. Public Health
Service for sanitary standards. Carnival Corporation & plc's ships are also
subject to similar inspections pursuant to the laws and regulations of various
other countries such ships visit. Finally, the U.S. Congress recently enacted
the Maritime Transportation Security Act of 2002 which implemented a number of
security measures at U.S. ports, including measures that relate to foreign
flagged vessels calling at U.S. ports.
Carnival Corporation & plc believes that health, safety, security and
other regulatory issues will continue to be areas of focus by relevant
government authorities both in the U.S. and elsewhere. Resulting legislation or
regulations, or changes in existing legislation or regulations, could impact the
operations of Carnival Corporation & plc and would likely subject Carnival
Corporation & plc to increasing compliance costs in the future.
DELAYS IN SHIP CONSTRUCTION AND PROBLEMS ENCOUNTERED AT SHIPYARDS COULD REDUCE
CARNIVAL CORPORATION & PLC'S PROFITABILITY.
The construction of cruise ships is a complex process and involves
risks similar to those encountered in other sophisticated construction projects,
including delays in completion and delivery. In addition, industrial actions and
insolvency or financial problems of the shipyards building Carnival Corporation
& plc's ships could also delay or prevent the delivery of its ships under
construction. These events could adversely affect Carnival Corporation & plc's
profitability. However, the impact from a delay in delivery could be mitigated
by contractual provisions and refund guarantees obtained by Carnival Corporation
& plc.
In addition, as of February 15, 2004 Carnival Corporation & plc has
entered into forward foreign currency contracts to fix the cost in U.S. dollars
of five of Carnival Corporation & plc's foreign currency denominated
shipbuilding contracts. If the shipyard with which we have contracted is unable
to perform under the related contract, the foreign currency forward contracts
related to that shipyard's shipbuilding contracts would still have to be
honored. This might require Carnival Corporation & plc to realize a loss on an
existing contract without having the ability to have an offsetting gain on its
foreign currency denominated shipbuilding contract, thus resulting in an adverse
effect on the financial results of Carnival Corporation & plc.
THE LACK OF ATTRACTIVE PORT DESTINATIONS FOR CARNIVAL CORPORATION & PLC'S CRUISE
SHIPS COULD REDUCE OUR NET REVENUE YIELDS AND NET INCOME.
Carnival Corporation & plc believes that attractive port destinations,
including ports that are not overly congested with tourists, are major reasons
why Carnival Corporation & plc customers choose a cruise versus an alternative
vacation option. The availability of ports, including the specific port facility
at which our guests will embark and disembark, is affected by a number of
factors including, but not limited to, existing capacity constraints, security
concerns, adverse weather conditions and natural disasters, financial
limitations on port development, local governmental regulations and local
community concerns about both port development and other adverse impacts on
their communities from additional tourists. The inability to continue to
maintain and increase Carnival Corporation & plc's ports of call could adversely
affect Carnival Corporation & plc's net revenue yields and net income.
RISKS RELATING TO THE DLC TRANSACTION
THE STRUCTURE OF THE DLC TRANSACTION INVOLVES RISKS NOT ASSOCIATED WITH THE MORE
COMMON WAYS OF COMBINING THE OPERATIONS OF TWO COMPANIES AND THESE RISKS MAY
HAVE AN ADVERSE EFFECT ON THE ECONOMIC PERFORMANCE OF THE COMPANIES AND/OR THEIR
RESPECTIVE SHARE PRICES.
The DLC structure is a relatively uncommon way of combining the
management and operations of two companies and it involves different issues and
risks from those associated with the other more common ways of effecting such a
business combination, such as a merger or exchange offer to create a wholly
owned subsidiary. In the DLC transaction, the combination was effected primarily
by means of contracts between Carnival Corporation and Carnival plc and not by
operation of a statute or court order. The legal effect of these contractual
rights may be different from the legal effect of a merger or amalgamation under
statute or court order and there may be difficulties
15
in enforcing these contractual rights. Shareholders and creditors of either
company might challenge the validity of the contracts or their lack of standing
to enforce rights under these contracts, and courts may interpret or enforce
these contracts in a manner inconsistent with the express provisions and
intentions that Carnival Corporation and Carnival plc included in such
contracts. In addition, shareholders and creditors of other companies might
successfully challenge other DLC structures and establish legal precedents that
could increase the risk of a successful challenge to the DLC transaction.
Carnival Corporation & plc is maintaining two separate public companies and
complies with both Panamanian corporate law and English company laws and
different securities and other regulatory and stock exchange requirements in the
UK and the U.S. This structure requires more administrative time and cost than
was the case for each company individually, which may have an adverse effect on
Carnival Corporation & plc's operating efficiency.
CHANGES UNDER THE INTERNAL REVENUE CODE, APPLICABLE U.S. INCOME TAX TREATIES,
AND THE UNCERTAINTY OF THE DLC STRUCTURE UNDER THE INTERNAL REVENUE CODE MAY
ADVERSELY AFFECT THE U.S. FEDERAL INCOME TAXATION OF THE U.S. SOURCE SHIPPING
INCOME OF CARNIVAL CORPORATION & PLC. IN ADDITION, CHANGES IN THE UK, ITALIAN,
GERMAN AND AUSTRALIAN INCOME TAX LAWS OR REGULATIONS COULD ADVERSELY AFFECT
CARNIVAL CORPORATION & PLC'S NET INCOME.
Carnival Corporation & plc believes that substantially all of the U.S.
source shipping income of each of Carnival Corporation and Carnival plc
qualifies for exemption from U.S. federal income tax, either under:
o Section 883 of the Internal Revenue Code;
o as appropriate in the case of Carnival plc and its UK resident
subsidiaries, the U.S.-UK Income Tax Treaty that entered into
force on April 25, 1980, which is referred to below as the
"old U.S.-UK treaty", and, when applicable, the new U.S.-UK
Income Tax Treaty that entered into force on March 31, 2003,
which is referred to below as the "new U.S.-UK treaty"; or
o other applicable U.S. income tax treaties,
and should continue to so qualify now that the DLC transaction has been
completed. There is, however, no existing U.S. federal income tax authority that
directly addresses the tax consequences of implementation of a dual listed
company structure such as the DLC structure for purposes of Section 883 or any
other provision of the Internal Revenue Code or any income tax treaty and,
consequently, the matters discussed above are not free from doubt.
Under recently finalized regulations, the scope of income that is
considered shipping income under Section 883 has been narrowed but, because the
regulations are new, the scope of income that will not qualify for exemption
under Section 883 is not clear. The provisions of Section 883 and the
Regulations under Section 883 are subject to change at any time. Moreover,
changes could occur in the future with respect to the trading volume or trading
frequency of Carnival Corporation shares and/or Carnival plc shares on their
respective exchanges or with respect to the identity, residence, or holdings of
Carnival Corporation's and/or Carnival plc's direct or indirect shareholders
that could affect the eligibility of Carnival Corporation and its subsidiaries
and/or certain members of the group consisting of Carnival plc, its subsidiaries
and its subsidiary undertakings which are otherwise eligible for the benefits of
Section 883 to qualify for the benefits of the Section 883 exemption.
Accordingly, it is possible that Carnival Corporation and its ship-owning or
operating subsidiaries and/or certain members of the group consisting of
Carnival plc, its subsidiaries and its subsidiary undertakings whose tax
exemption is based on Section 883 may lose this exemption. If any such
corporation were not entitled to the benefits of Section 883, it would become
subject to U.S. federal income taxation on a portion of its income, which would
reduce the net profits of such corporation.
Carnival plc's UK, German and Australian operations are entered into
the UK tonnage tax regime, whereby UK corporation tax is payable based on
shipping profits calculated by reference to the net tonnage of qualifying
vessels. Costa is subject to Italian tax law, which exempts a large portion of
its shipping income from Italian income tax. If these countries' tax laws or
regulations were to change in a manner adverse to these operations, our net
income could be adversely affected.
16
A SMALL GROUP OF SHAREHOLDERS COLLECTIVELY OWNED, AS OF FEBRUARY 23, 2004,
APPROXIMATELY 33% OF THE TOTAL COMBINED VOTING POWER OF THE OUTSTANDING SHARES
OF CARNIVAL CORPORATION & PLC AND MAY BE ABLE TO EFFECTIVELY CONTROL THE OUTCOME
OF SHAREHOLDER VOTING.
A group of shareholders, consisting of some members of the Arison
family, including Micky Arison, and trusts established for their benefit,
beneficially owned, as of February 23, 2004, approximately 42% of the
outstanding common stock of Carnival Corporation, which shares represented
sufficient shares entitled to constitute a quorum at shareholder meetings and to
cast approximately 33% of the total combined voting power of the outstanding
shares of Carnival Corporation & plc. Depending upon the nature and extent of
the shareholder vote, this group of shareholders may have the power to
effectively control, or at least to influence substantially, the outcome of
shareholder votes and, therefore, the corporate actions requiring such votes.
WE AND CARNIVAL PLC ARE NOT U.S. CORPORATIONS, AND HOLDERS OF THE NOTES MAY BE
SUBJECT TO THE UNCERTAINTIES OF A FOREIGN LEGAL SYSTEM IN PROTECTING THEIR
INTERESTS.
Our corporate affairs are governed by our third amended and restated
articles of incorporation and amended and restated by-laws and by the corporate
laws of Panama. Carnival plc is governed by its Articles of Association and
Memorandum of Association and is organized under the laws of England and Wales.
The corporate laws of Panama, and England and Wales may differ in some respects
from the corporate laws in the United States.
RISKS RELATING TO THE EXCHANGE NOTES
AN ACTIVE TRADING MARKET FOR THE EXCHANGE NOTES MAY NOT DEVELOP.
The exchange notes are a new issue of securities for which there is
currently no public market, and no active trading market might ever develop. If
the exchange notes are traded after their initial issuance, they may trade at a
discount from their initial offering price, depending on prevailing interest
rates, the market for similar securities, the price, and volatility in the
price, of our shares of common stock, our performance and other factors. In
addition, we do not know whether an active trading market will develop for the
notes. To the extent that an active trading market does not develop, the
liquidity and trading prices for the notes may be harmed.
RISKS RELATING TO THE GUARANTEE
CARNIVAL PLC'S GUARANTEE IS GOVERNED BY THE LAWS OF A FOREIGN JURISDICTION, AND
AN ACTION TO ENFORCE THE GUARANTEE MUST BE BROUGHT IN THE COURTS OF ENGLAND.
Unlike the exchange notes offered by this prospectus, which will be
governed by the laws of the State of New York, Carnival plc's guarantee of the
exchange notes will be issued under a separate deed of guarantee that is
governed by the laws of the Isle of Man. An action to enforce the guarantee must
be brought exclusively in the courts of England. Because of the exclusive
jurisdiction of English courts, an action to enforce the guarantee may be
separate from an action to enforce the terms of the notes or the related
indenture. Furthermore, the deed of guarantee was executed in connection with
the DLC transaction. DLC transactions are relatively unusual and there is little
or no case law in the Isle of Man or the United Kingdom relating to DLC
transactions or the agreements related to them. As a result of all of these
factors, it may be more difficult, expensive and time consuming for holders of
notes to enforce the guarantee of Carnival plc than a guarantee governed by New
York law in a more traditional financing. Furthermore, because a substantial
portion of Carnival plc's assets are located outside the United Kingdom, any
judgment related to the Carnival plc guarantee would then need to be enforced in
other countries, such as Italy, which may require further litigation.
CARNIVAL PLC'S GUARANTEE MAY BE UNENFORCEABLE DUE TO FRAUDULENT CONVEYANCE
STATUTES AND, ACCORDINGLY, YOU COULD HAVE NO CLAIM AGAINST IT, AS GUARANTOR OF
THE NOTES.
Although laws differ among various jurisdictions, a court could, under
fraudulent conveyance laws, subordinate or avoid the guarantee of Carnival plc
if it found that the guarantee was incurred with actual intent to
17
hinder, delay or defraud creditors, or if the relevant guarantor did not receive
fair consideration or reasonably equivalent value for the guarantee and that the
relevant guarantor:
o was insolvent or rendered insolvent because of the guarantee;
o was engaged in a business or transaction for which its
remaining assets constituted unreasonably small capital; or
o intended to incur, or believed that it would incur, debts
beyond the guarantor's ability to pay at maturity.
Carnival plc does not believe that the issuance of its guarantee will
be a fraudulent conveyance because, among other things, Carnival plc received
benefits from the offering of initial notes and the application of the proceeds
from such offering. However, if a court were to void the guarantee as the result
of a fraudulent conveyance by Carnival plc or hold it unenforceable for any
other reason, you would cease to have a claim against Carnival plc based on its
guarantee and would solely be a creditor of Carnival Corporation.
RISKS RELATING TO THE EXCHANGE OFFER
THE ISSUANCE OF EXCHANGE NOTES MAY ADVERSELY AFFECT THE MARKET FOR THE INITIAL
NOTES.
To the extent the initial notes are tendered and accepted in the
exchange offer, the trading market for the untendered and tendered but
unaccepted initial notes could be adversely affected. Because we anticipate that
most holders of the initial notes will elect to exchange their initial notes for
exchange notes due to the absence of restrictions on the resale of exchange
notes under the Securities Act, we anticipate that the liquidity of the market
for any initial notes remaining after the completion of this exchange offer may
be substantially limited.
YOUR FAILURE TO PARTICIPATE IN THE EXCHANGE OFFER WILL HAVE ADVERSE
CONSEQUENCES.
The initial notes were not registered under the Securities Act or under
the securities laws of any state and you may not resell them, offer them for
resale or otherwise transfer them unless they are subsequently registered or
resold under an exemption from the registration requirements of the Securities
Act and applicable state securities laws. If you do not exchange your initial
notes for exchange notes in accordance with this exchange offer, or if you do
not properly tender your initial notes in this exchange offer, you will not be
able to resell, offer to resell or otherwise transfer the initial notes unless
they are registered under the Securities Act or unless you resell them, offer to
resell or otherwise transfer them under an exemption from the registration
requirements of, or in a transaction not subject to, the Securities Act.
In addition, except as set forth in this paragraph, you will not be
able to obligate us to register the initial notes under the Securities Act. You
will not be able to require us to register your initial notes under the
Securities Act unless:
o there is a change in law, SEC rules or regulations or
applicable interpretations thereof by the staff of the
Commission and, as a result of such change, Carnival
Corporation and Carnival plc are not permitted to effect an
exchange offer;
o the exchange offer is not declared effective within 210 days
of the date of the issuance of the initial notes or it is not
consummated within 240 days of the date of the issuance of the
initial notes;
o the initial purchasers not permitted under applicable law to
participate in the exchange offer so request a registration;
or
18
o you are not permitted by the federal securities laws or
applicable interpretations thereof by the staff of the
Commission to participate in the exchange offer or do not
receive fully tradable exchange notes in the exchange offer.
In these cases, we and Carnival plc will at our sole expense:
o as promptly as practicable, file the Shelf Registration
Statement covering resales of the notes;
o use commercially reasonable efforts to cause the Shelf
Registration Statement to be declared effective under the
Securities Act no later than 240 days after the date of the
issuance of the initial notes; and
o use commercially reasonable efforts to keep effective the
Shelf Registration Statement until the earlier of two years
after the date of issuance of the initial notes or such time
as all of the applicable notes have been sold thereunder.
We do not currently anticipate that we will register under the
Securities Act any initial notes that remain outstanding after completion of the
exchange offer.
SOME PERSONS WHO PARTICIPATE IN THE EXCHANGE OFFER MUST DELIVER A PROSPECTUS IN
CONNECTION WITH RESALES OF THE EXCHANGE NOTES.
Based on interpretations of the staff of the Commission contained in
Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan
Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling,
SEC no-action letter (July 2, 1983), we believe that you may offer for resale,
resell or otherwise transfer the exchange notes without compliance with the
registration and prospectus delivery requirements of the Securities Act if
certain conditions are met. However, in some instances described in this
prospectus under "Plan of Distribution," you will remain obligated to comply
with the registration and prospectus delivery requirements of the Securities Act
to transfer your exchange notes. In these cases, if you transfer any exchange
note without delivering a prospectus meeting the requirements of the Securities
Act or without an exemption from registration of your exchange notes under the
Securities Act, you may incur liability under this act. We do not and will not
assume, or indemnify you against, this liability.
19
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus are
"forward-looking statements" that involve risks, uncertainties and assumptions
with respect to Carnival Corporation, Carnival plc and Carnival Corporation &
plc including certain statements concerning future results, outlook, plans,
goals and other events which have not yet occurred. These statements are
intended to qualify for the safe harbors from liability provided by Section 27A
of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities
Exchange Act of 1934. 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 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 prospectus.
Forward-looking statements include those statements which may impact the
forecasting of Carnival Corporation & plc's earnings per share, net revenue
yields, booking levels, pricing, occupancy, operating, financing and tax costs,
cost per available lower berth day, estimates of ship depreciable lives and
residual values, outlook or business prospects. These factors include, but are
not limited to, the following:
o achievement of expected benefits from the DLC transaction;
o risks associated with the DLC structure;
o risks associated with the uncertainty of the tax status of the
DLC structure;
o 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 Corporation & plc;
o 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;
o the impact of operating internationally;
o 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;
o accidents and other incidents affecting the health, safety,
security and vacation satisfaction of passengers;
o the ability of Carnival Corporation & plc to implement its
shipbuilding programs and brand strategies and to continue to
expand its business worldwide;
o the ability of Carnival Corporation & plc to attract and
retain shipboard crew and maintain good relations with
employee unions;
o the ability to obtain financing on terms that are favorable or
consistent with Carnival Corporation & plc's expectations;
o the impact of changes in operating and financing costs,
including changes in foreign currency and interest rates and
fuel, food, payroll, insurance and security costs;
o changes in the tax, environmental, health, safety, security
and other regulatory regimes under which Carnival Corporation
& plc operates;
o continued availability of attractive port destinations;
o the ability to successfully implement cost improvement plans
and to integrate business acquisitions;
o continuing financial viability of Carnival Corporation & plc's
travel agent distribution system;
o weather patterns or natural disasters; and
o the ability of a small group of shareholders to effectively
control the outcome of shareholder voting.
These risks and other risks are detailed in the section entitled "Risk
Factors" and in the SEC joint reports of Carnival Corporation & plc. That
section and those reports contain important cautionary statements and a
discussion of many of the factors that could materially affect the accuracy of
Carnival Corporation & plc's forward-looking statements and/or adversely affect
Carnival Corporation & plc's business, results of operations and financial
positions, which statements and factors are incorporated in this prospectus by
reference.
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, we expressly disclaim any obligation to
20
disseminate, after the date of this prospectus, 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.
21
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the exchange
notes in exchange for the outstanding initial notes. We are making this exchange
solely to satisfy our obligations under the registration rights agreement
entered into in connection with the offering of the initial notes. In
consideration for issuing the exchange notes, we will receive initial notes in
like aggregate principal amount.
On November 10, 2003, we issued and sold the initial notes in a private
placement, receiving gross proceeds of $550 million. We used the net proceeds of
$546,419,500 received from that offering to repay $400 million of the amounts
outstanding under Carnival plc's euro revolving credit facilities and the
remainder for general corporate purposes.
Amounts outstanding under the euro revolving credit facilities that
were repaid with the net proceeds of this offering were to mature on September
14, 2005 and bore interest at floating rates. At August 31, 2003, the euro
revolving credit facilities had a weighted average interest rate of
approximately 3.1%. The proceeds of the indebtedness repaid were used for
general corporate purposes from time to time.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Carnival Corporation & plc's ratio of
earnings to fixed charges on a reported basis for the periods indicated. The
ratio for the year ended November 30, 2003 includes the results of Carnival plc
from and after April 17, 2003, the date of the completion of the DLC
transaction. Earnings include net income, adjusted for income taxes, minority
interest and loss (income) from affiliated operations and dividends received,
plus fixed charges and exclude capitalized interest. Fixed charges include gross
interest expense, amortization of deferred financing expenses and an amount
equivalent to interest included in rental charges. We have assumed that
one-third of rental expense is representative of the interest portion of rent
expense.
YEARS ENDED NOVEMBER 30,
-------------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Ratio of earnings to fixed charges....... 5.5x 6.9x 7.1x 11.5x 11.3x
==== ==== ==== ===== =====
On a pro forma combined basis, giving effect to the DLC transaction as
if it had occurred on December 1, 2002, Carnival Corporation & plc's ratio of
earnings to fixed charges would have been 4.8x for the year ended November 30,
2003.
22
SELECTED HISTORICAL FINANCIAL AND
OPERATING DATA OF CARNIVAL CORPORATION & PLC
Carnival Corporation and Carnival plc completed the DLC transaction on
April 17, 2003. See "Description of the DLC Transaction." The combination of
Carnival Corporation with Carnival plc under the DLC structure has been
accounted for under U.S. GAAP as an acquisition of Carnival plc by Carnival
Corporation pursuant to Statement of Financial Accounting Standards ("SFAS") No.
141, "Business Combinations." Therefore, the selected consolidated financial
data of Carnival Corporation & plc presented below for fiscal years 1999 through
2003 and as of the end of each such fiscal year are derived from Carnival
Corporation & plc's audited consolidated financial statements and should be read
in conjunction with the audited consolidated financial statements and the
related notes, including those incorporated in this prospectus by reference to
Carnival Corporation's and Carnival plc's joint Annual Report on Form 10-K for
the year ended November 30, 2003. In accordance with U.S. GAAP, the selected
consolidated financial data of Carnival Corporation & plc for the year ended
November 30, 2003 include the results of Carnival plc beginning on April 17,
2003. Carnival Corporation & plc's consolidated financial statements have been
prepared in accordance with U.S. GAAP. See "Where You Can Find More
Information."
YEARS ENDED NOVEMBER 30,
---------------------------------------------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
(IN MILLIONS, EXCEPT PER SHARE DATA AND PERCENTAGES)
STATEMENT OF OPERATIONS AND CASH
FLOW DATA: (A)(B)
Revenues (c)....................... $ 6,718 $ 4,383 $ 4,549 $ 3,791 $ 3,509
Operating income................... $ 1,383 $ 1,042 $ 892 $ 983 $ 1,020
Net income (d)..................... $ 1,194 $ 1,016(e) $ 926(e) $ 965 $ 1,027
Earnings per share: (d)
Basic......................... $ 1.66 $ 1.73 $ 1.58 $ 1.61 $ 1.68
Diluted....................... $ 1.66 $ 1.73 $ 1.58 $ 1.60 $ 1.66
Dividends declared per share....... $ 0.440 $ 0.420 $ 0.420 $ 0.420 $ 0.375
Cash from operations............... $ 1,933 $ 1,469 $ 1,239 $ 1,280 $ 1,330
Capital expenditures............... $ 2,516 $ 1,986 $ 827 $ 1,003 $ 873
OTHER OPERATING DATA: (a)(b)
Available lower berth days (f)..... 33.3 21.4 20.7 15.9 14.3
Passengers carried................. 5.0 3.5 3.4 2.7 2.4
Occupancy percentage (g)........... 103.4% 105.2% 104.7% 105.4% 104.3%
- -------------------------------------------------------------------------------------------------------------------
AS OF NOVEMBER 30,
---------------------------------------------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
(IN MILLIONS, EXCEPT PERCENTAGES)
BALANCE SHEET AND OTHER DATA: (a)(b)
Total assets....................... $ 24,491(h) $ 12,335(h) $ 11,564(h) $ 9,831 $ 8,286
Long-term debt, excluding current
portion....................... $ 6,918 $ 3,014 $ 2,955 $ 2,099 $ 868
Total shareholders' equity......... $ 13,793 $ 7,418 $ 6,591 $ 5,871 $ 5,931
Debt to capital (i)................ 34.9% 29.9% 31.1% 28.6% 15.3%
- ------------------------------------
(a) Includes the results of Carnival plc since April 17, 2003. Accordingly,
the information for 2003 is not comparable to the prior periods.
(b) From June 1997 through September 28, 2000, Carnival Corporation owned
50% of Costa Cruises. On September 29, 2000, Carnival Corporation
completed the acquisition of the remaining 50% interest in Costa.
Carnival Corporation accounted for this transaction using the purchase
accounting method. Prior to the fiscal 2000 acquisition, Carnival
Corporation accounted for its 50% interest in Costa using the equity
method. Commencing in fiscal 2001, Costa's results of operations have
been consolidated in the same manner as Carnival Corporation's other
wholly-owned subsidiaries. Carnival Corporation & plc's
23
November 30, 2000 and subsequent consolidated balance sheets include
Costa's balance sheet. All statistical information prior to 2001 does
not include Costa.
(c) Reclassifications have been made to prior period amounts to conform to
the current period presentation.
(d) Effective December 1, 2001, Carnival Corporation adopted SFAS No. 142,
"Goodwill and Other Intangible Assets", which required us to stop
amortizing goodwill as of December 1, 2001, and requires an annual, or
when events or circumstances dictate a more frequent, impairment review
of goodwill. If goodwill had not been recorded for periods prior to
December 1, 2001, Carnival Corporation & plc's adjusted net income and
adjusted basic and diluted earnings per share would have been as
follows (in millions, except per share data):
YEARS ENDED NOVEMBER 30,
-----------------------------
2001 2000 1999
----- ----- -------
Net income............................ $ 926 $ 965 $ 1,027
Goodwill amortization................. 26 23 21
----- ----- -------
Adjusted net income................... $ 952 $ 988 $ 1,048
===== ===== =======
Adjusted earnings per share
Basic.............................. $1.63 $1.65 $ 1.71
===== ===== =======
Diluted............................ 1.62 $1.64 1.70
===== ===== =======
(e) Carnival Corporation & plc's net income for fiscal 2002 and 2001
includes an impairment charge of $20 million and $140 million,
respectively, and fiscal 2001 includes a nonoperating net gain of $101
million from the sale of Carnival Corporation & plc's investment in
Airtours plc. In addition, fiscal 2002 includes a $51 million income
tax benefit, as a result of an Italian investment incentive.
(f) Total annual passenger capacity for the period, assuming two passengers
per cabin, that Carnival Corporation & plc offered for sale, which is
computed by multiplying passenger capacity by revenue-producing ship
operating days in the period.
(g) In accordance with cruise industry practice, occupancy percentage is
calculated using a denominator of two passengers per cabin even though
some cabins can accommodate three or more passengers. The percentages
in excess of 100% indicate that more than two passengers occupied some
cabins.
(h) Effective December 1, 2000, Carnival Corporation & plc's adopted SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities"
which requires that all derivative instruments be recorded on the
balance sheet. At November 30, 2003, total assets included $410 million
of derivative contract fair values. Total assets at November 30, 2002
and 2001 included $187 million and $578 million, respectively, of fair
value of hedged firm commitments. See Note 2 in Carnival Corporation &
plc's 2003 consolidated financial statements, which are incorporated by
reference in this prospectus.
(i) Percentage of total debt to the sum of total debt and shareholders'
equity.
24
CAPITALIZATION
The following table sets forth Carnival Corporation & plc's actual
capitalization as of November 30, 2003 (in millions, except par/stated values).
AS OF
NOVEMBER 30,
2003
-----------
LONG-TERM DEBT (a)(b)
SECURED
Floating rate notes, collateralized by two ships, due through 2015............................. $ 631
Euro floating rate note, collateralized by one ship, due through 2008.......................... 115
Euro fixed rate note, collateralized by one ship, due through 2012............................. 182
Capitalized lease obligations, collateralized by two ships, due through 2005................... 115
Other.......................................................................................... 3
--------
Total secured............................................................................ 1,046
--------
UNSECURED
Notes offered hereby........................................................................... 550
Fixed rate notes, due through 2028............................................................. 1,573
Euro floating rate notes, due through 2008..................................................... 1,129
Euro revolving credit facilities, due through 2006............................................. 300
Sterling fixed rate notes, due in 2012......................................................... 355
Euro fixed rate notes, due in 2006............................................................. 353
Floating rate note, due through 2008........................................................... 244
Other.......................................................................................... 44
Convertible notes, due in 2021, with first put option in 2005.................................. 600
Zero-coupon convertible notes, net of discount, with a face value of $1.05 billion, due in 2021,
with first put option in 2006............................................................... 541
Convertible notes, net of discount, with a face value of $889 million, due in 2033, with first
put option in 2008.......................................................................... 575
--------
Total unsecured.......................................................................... 6,264
--------
Total long-term debt..................................................................... 7,310
Less portion due within one year......................................................... (392)
--------
Total long-term debt (excluding portion due within one year)........................ 6,918
--------
SHAREHOLDERS' EQUITY
Common stock of Carnival Corporation; $.01 par value; 1,960 shares authorized; 630 shares
issued and outstanding (c).................................................................. 6
Ordinary shares of Carnival plc; $1.66 stated value; 226 shares authorized; 210 shares
issued (c).................................................................................. 349
Additional paid-in capital..................................................................... 7,163
Retained earnings.............................................................................. 7,191
Unearned stock compensation.................................................................... (18)
Accumulated other comprehensive income......................................................... 160
Treasury stock, 42 shares of Carnival plc at cost.............................................. (1,058)
--------
Total shareholders' equity............................................................... 13,793
--------
Total capitalization (excluding portion of long-term debt due within one year)........... $ 20,711
========
- --------------
(a) All borrowings are in U.S. dollars unless otherwise noted. Euro and
sterling denominated notes have been translated to U.S. dollars at the
period-end exchange rates.
(b) Carnival Corporation & plc's long-term debt at November 30, 2003 bears
interest at the rates disclosed in its joint Annual Report filed on
Form 10-K for the year ended November 30, 2003.
25
(c) The number of shares of issued and outstanding common stock and
ordinary shares does not include a maximum of 53.6 million shares
issuable upon conversion of outstanding convertible debt securities and
19.3 million shares issuable upon exercise of outstanding stock
options, of which 7.8 million shares were exercisable.
26
DESCRIPTION OF THE DLC TRANSACTION
The DLC transaction combined the businesses of Carnival Corporation and
Carnival plc through a number of contracts and amendments to Carnival
Corporation's articles of incorporation and by-laws and to Carnival plc's
memorandum of association and articles of association. The two companies have
retained their separate legal identities, and each company's shares continue to
be publicly traded on the NYSE for Carnival Corporation and the London Stock
Exchange for Carnival plc, as well as Carnival plc's ADSs on the NYSE. However,
both companies operate as if they were a single economic enterprise. The
contracts governing the DLC transaction provide that Carnival Corporation and
Carnival plc each continue to have separate boards of directors, but the boards
and senior executive management of both companies are identical. In addition to
their normal fiduciary duties to their respective companies and obligation to
have regard to the interests of the shareholders of their respective companies,
the directors of each company are entitled to have regard to the interests of
the other company and its shareholders. Under the terms of the DLC documents,
Carnival Corporation and Carnival plc are permitted to transfer assets between
the companies for valid business purposes at fair market value so long as the
transfer is not as a part of a plan to collapse the DLC structure. See
"Summary--Recent Developments--Proposed Corporate Reorganization."
The amendments to the constituent documents of each of the companies
also provide that, on most matters, the holders of the common equity of both
companies effectively vote as a single body. On specified matters where the
interests of Carnival Corporation shareholders may differ from the interests of
Carnival plc shareholders, each shareholder body will vote separately as a
class. These matters are called class rights actions and include, among others:
o transactions primarily designed to amend or unwind the DLC
structure;
o adjustments to the equalization ratio, which reflects the
relative economic and voting interests represented by an
individual share in each company, not in accordance with the
equalization and governance agreement described below; and
o amendments to tax-related provisions in Carnival Corporation's
articles of incorporation.
No class rights action generally may be implemented unless approved by both
shareholder bodies, which means that each shareholder body generally has a veto
with respect to class rights actions. The current equalization ratio is 1:1, so
one Carnival plc ordinary share is entitled to the same economic and voting
interests in Carnival Corporation & plc as one share of Carnival Corporation
common stock.
Carnival Corporation's constituent documents and Carnival plc's
constituent documents have been harmonized, to the extent practicable and
permitted by law, to ensure that Carnival Corporation's and Carnival plc's
corporate procedures are substantially similar. As part of the DLC transaction,
Carnival plc changed its name from P&O Princess Cruises plc to Carnival plc.
The shareholders of Carnival Corporation hold approximately 79% of the
economic interests in Carnival Corporation & plc, and the shareholders of
Carnival plc hold approximately 21% of the economic interests in Carnival
Corporation & plc.
Carnival plc and Carnival Corporation executed deeds of guarantee at
the closing of the DLC transaction. Under Carnival plc's deed of guarantee,
Carnival plc has agreed to guarantee all indebtedness and certain other monetary
obligations of Carnival Corporation that are incurred under agreements entered
into on or after April 17, 2003, which is the date of the closing of the DLC
transaction, along with all other obligations of Carnival Corporation that
Carnival Corporation and Carnival plc specify in a separate agreement relating
to the deed of guarantee. As a result, Carnival plc guaranteed the initial notes
and will guarantee the exchange notes under the deed of guarantee. The terms of
Carnival Corporation's deed of guarantee are substantially similar to those
contained in Carnival plc's. Subsequent to April 17, 2003, Carnival Corporation
extended its deed of guarantee to cover certain of Carnival plc's pre-existing
indebtedness in exchange for certain amendments to such debt. As a result,
subject to the terms of the guarantee, the holders of indebtedness and other
obligations that are subject to the guarantees will have recourse to both
Carnival plc and Carnival Corporation, though a Carnival plc creditor must first
make written
27
demand on Carnival plc and vice-versa. For more information regarding the
Carnival plc deed of guarantee, please see "Description of the Carnival plc
Guarantee."
On June 19, 2003, POPCIL, Carnival Corporation and Carnival plc
executed a deed of guarantee under which P&O Princess Cruises International
Limited, or "POPCIL," agreed to guarantee all indebtedness and related
obligations of both Carnival Corporation and Carnival plc incurred under
agreements entered into after April 17, 2003. Under this deed of guarantee,
POPCIL also agreed to guarantee all other indebtedness and related obligations
that Carnival Corporation and Carnival plc agreed to guarantee under their
respective deeds of guarantee. POPCIL initially guaranteed the initial notes
under this deed of guarantee. However, in connection with corporate
reorganization transactions that were completed on February 27, 2003, the POPCIL
guarantee was terminated in accordance with its terms.
Upon the closing of the DLC transaction, Carnival plc and Carnival
Corporation also executed an equalization and governance agreement, which
provides for the equalization of dividends and liquidation distributions based
on the equalization ratio, and contains various other provisions relating to the
governance of the DLC structure. Because the current equalization ratio is 1:1,
one Carnival plc ordinary share would be entitled to the same distributions,
subject to the terms of the equalization and governance agreement, as one share
of Carnival Corporation common stock. In a liquidation of either company or both
companies, if the hypothetical potential per share liquidation distributions to
each company's shareholders are not equivalent, taking into account the relative
value of the two companies' assets and the indebtedness of each company, to the
extent that one company has greater net assets so that any liquidation
distribution to its shareholders would not be equivalent on a per share basis,
the company with the ability to make a higher net distribution is required to
make a payment to the other company to equalize the possible net distribution to
shareholders. The requirement to make an equalizing payment is subject to some
limitations. First, a reorganization under Chapter 11 of the U.S. Bankruptcy
Code or a similar statute would not be considered a "liquidation," so such a
reorganization would not result in equalizing payments. Second, neither company
will be required to make the equalizing payment if the payment would result in
neither group of shareholders being entitled to any liquidation proceeds.
Therefore, if the assets of Carnival Corporation & plc are not sufficient to
satisfy all of the creditors of Carnival Corporation & plc, no equalization
payment would be required to be made.
28
THE EXCHANGE OFFER
TERMS OF THE EXCHANGE OFFER
We are offering to exchange our exchange notes for a like aggregate
principal amount of our initial notes.
The exchange notes that we propose to issue in this exchange offer will
be substantially identical to our initial notes except that, unlike our initial
notes, the exchange notes will have no transfer restrictions or registration
rights. You should read the description of the exchange notes in the section in
this prospectus entitled "Description of the Notes."
We reserve the right in our sole discretion to purchase or make offers
for any initial notes that remain outstanding following the expiration or
termination of this exchange offer and, to the extent permitted by applicable
law, to purchase initial notes in the open market or privately negotiated
transactions, one or more additional tender or exchange offers or otherwise. The
terms and prices of these purchases or offers could differ significantly from
the terms of this exchange offer.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION
This exchange offer will expire at 12:00 midnight, New York City time,
on May 11, 2004, unless we extend it in our reasonable discretion. The
expiration date of this exchange offer will be at least 20 business days after
the commencement of the exchange offer in accordance with Rule 14e-1(a) under
the Securities Exchange Act of 1934.
We expressly reserve the right to delay acceptance of any initial
notes, extend or terminate this exchange offer and not accept any initial notes
that we have not previously accepted if any of the conditions described below
under "--Conditions to the Exchange Offer" have not been satisfied or waived by
us. We will notify the exchange agent of any extension by oral notice promptly
confirmed in writing or by written notice. We will also notify the holders of
the initial notes by a press release or other public announcement communicated
before 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date unless applicable laws require us to do
otherwise.
We also expressly reserve the right to amend the terms of this exchange
offer in any manner. If we make any material change, we will promptly disclose
this change in a manner reasonably calculated to inform the holders of our
initial notes of the change including providing public announcement or giving
oral or written notice to these holders. A material change in the terms of this
exchange offer could include a change in the timing of the exchange offer, a
change in the exchange agent and other similar changes in the terms of this
exchange offer. If we make any material change to this exchange offer, we will
disclose this change by means of a post-effective amendment to the registration
statement which includes this prospectus and will distribute an amended or
supplemented prospectus to each registered holder of initial notes. In addition,
we will extend this exchange offer for an additional five to ten business days
as required by the Exchange Act, depending on the significance of the amendment,
if the exchange offer would otherwise expire during that period. We will
promptly notify the exchange agent by oral notice, promptly confirmed in
writing, or written notice of any delay in acceptance, extension, termination or
amendment of this exchange offer.
PROCEDURES FOR TENDERING INITIAL NOTES
PROPER EXECUTION AND DELIVERY OF LETTERS OF TRANSMITTAL
To tender your initial notes in this exchange offer, you must use one
of the three alternative procedures described below:
(1) REGULAR DELIVERY PROCEDURE: Complete, sign and date the letter
of transmittal, or a facsimile of the letter of transmittal.
Have the signatures on the letter of transmittal guaranteed if
required by the letter of transmittal. Mail or otherwise
deliver the letter of transmittal or the facsimile together
29
with the certificates representing the initial notes being
tendered and any other required documents to the exchange
agent on or before 12:00 midnight, New York City time, on the
expiration date.
(2) BOOK-ENTRY DELIVERY PROCEDURE: Send a timely confirmation of a
book-entry transfer of your initial notes, if this procedure
is available, into the exchange agent's account at The
Depository Trust Company in accordance with the procedures for
book-entry transfer described under "--Book-Entry Delivery
Procedure" below, on or before 12:00 midnight, New York City
time, on the expiration date.
(3) GUARANTEED DELIVERY PROCEDURE: If time will not permit you to
complete your tender by using the procedures described in (1)
or (2) above before the expiration date and this procedure is
available, comply with the guaranteed delivery procedures
described under "--Guaranteed Delivery Procedure" below.
The method of delivery of the initial notes, the letter of transmittal
and all other required documents is at your election and risk. Instead of
delivery by mail, we recommend that you use an overnight or hand-delivery
service. If you choose the mail, we recommend that you use registered mail,
properly insured, with return receipt requested. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ASSURE TIMELY DELIVERY. You should not send any letters of
transmittal or initial notes to us. You must deliver all documents to the
exchange agent at its address provided below. You may also request your broker,
dealer, commercial bank, trust company or nominee to tender your initial notes
on your behalf.
Only a holder of initial notes may tender initial notes in this
exchange offer. A holder is any person in whose name initial notes are
registered on our books or any other person who has obtained a properly
completed bond power from the registered holder.
If you are the beneficial owner of initial notes that are registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
and you wish to tender your notes, you must contact that registered holder
promptly and instruct that registered holder to tender your notes on your
behalf. If you wish to tender your initial notes on your own behalf, you must,
before completing and executing the letter of transmittal and delivering your
initial notes, either make appropriate arrangements to register the ownership of
these notes in your name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take considerable
time.
You must have any signatures on a letter of transmittal or a notice of
withdrawal guaranteed by:
(1) a member firm of a registered national securities exchange or
of the National Association of Securities Dealers, Inc.,
(2) a commercial bank or trust company having an office or
correspondent in the United States, or
(3) an eligible guarantor institution within the meaning of Rule
17Ad-15 under the Exchange Act, unless the initial notes are
tendered:
(1) by a registered holder or by a participant in The
Depository Trust Company whose name appears on a
security position listing as the owner, who has not
completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on
the letter of transmittal and only if the exchange
notes are being issued directly to this registered
holder or deposited into this participant's account
at The Depository Trust Company, or
(2) for the account of a member firm of a registered
national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial
bank or trust company having an office or
correspondent in the United States or an eligible
guarantor institution within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934.
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If the letter of transmittal or any bond powers are signed by:
(1) the recordholder(s) of the initial notes tendered, the
signature must correspond with the name(s) written on the face
of the initial notes without alteration, enlargement or any
change whatsoever.
(2) a participant in The Depository Trust Company, the signature
must correspond with the name as it appears on the security
position listing as the holder of the initial notes.
(3) a person other than the registered holder of any initial
notes, the initial notes must be endorsed or accompanied by
bond powers and a proxy that authorize this person to tender
the initial notes on behalf of the registered holder, in
satisfactory form to us as determined in our sole discretion,
in each case, as the name of the registered holder or holders
appears on the initial notes.
(4) trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting
in a fiduciary or representative capacity, these persons
should so indicate when signing. Unless waived by us, evidence
satisfactory to us of their authority to so act must also be
submitted with the letter of transmittal.
To tender your initial notes in this exchange offer, you must make the following
representations:
(1) you are authorized to tender, sell, assign and transfer the
initial notes tendered and to acquire exchange notes issuable
upon the exchange of such tendered initial notes, and that we
will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by
us,
(2) any exchange notes acquired by you pursuant to the exchange
offer are being acquired in the ordinary course of business,
whether or not you are the holder,
(3) you or any other person who receives exchange notes, whether
or not such person is the holder of the exchange notes, has no
arrangement or understanding with any person to participate in
a distribution of such exchange notes within the meaning of
the Securities Act and is not participating in, and does not
intend to participate in, the distribution of such exchange
notes within the meaning of the Securities Act,
(4) you or such other person who receives exchange notes, whether
or not such person is the holder of the exchange notes, is not
an "affiliate," as defined in Rule 405 of the Securities Act,
of ours,
(5) if you are not a broker-dealer, you represent that you are not
engaging in, and do not intend to engage in, a distribution of
exchange notes, and
(6) if you are a broker-dealer that will receive exchange notes
for your own account in exchange for initial notes, you
represent that the initial notes to be exchanged for the
exchange notes were acquired by you as a result of
market-making or other trading activities and acknowledge that
you will deliver a prospectus in connection with any resale,
offer to resell or other transfer of such exchange notes.
You must also warrant that the acceptance of any tendered initial notes
by the issuers and the issuance of exchange notes in exchange therefor shall
constitute performance in full by the issuers of its obligations under the
registration rights agreement relating to the initial notes.
To effectively tender notes through The Depository Trust Company, the
financial institution that is a participant in The Depository Trust Company will
electronically transmit its acceptance through the Automatic Tender Offer
Program. The Depository Trust Company will then edit and verify the acceptance
and send an agent's message to the exchange agent for its acceptance. An agent's
message is a message transmitted by The Depository Trust Company to the exchange
agent stating that The Depository Trust Company has received an express
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acknowledgment from the participant in The Depository Trust Company tendering
the notes that this participant has received and agrees to be bound by the terms
of the letter of transmittal, and that we may enforce this agreement against
this participant.
BOOK-ENTRY DELIVERY PROCEDURE
Any financial institution that is a participant in The Depository Trust
Company's systems may make book-entry deliveries of initial notes by causing The
Depository Trust Company to transfer these initial notes into the exchange
agent's account at The Depository Trust Company in accordance with The
Depository Trust Company's procedures for transfer. To effectively tender notes
through The Depository Trust Company, the financial institution that is a
participant in The Depository Trust Company will electronically transmit its
acceptance through the Automatic Tender Offer Program. The Depository Trust
Company will then edit and verify the acceptance and send an agent's message to
the exchange agent for its acceptance. An agent's message is a message
transmitted by The Depository Trust Company to the exchange agent stating that
The Depository Trust Company has received an express acknowledgment from the
participant in The Depository Trust Company tendering the notes that this
participant has received and agrees to be bound by the terms of the letter of
transmittal, and that we may enforce this agreement against this participant.
The exchange agent will make a request to establish an account for the initial
notes at The Depository Trust Company for purposes of the exchange offer within
two business days after the date of this prospectus.
A delivery of initial notes through a book-entry transfer into the
exchange agent's account at The Depository Trust Company will only be effective
if an agent's message or the letter of transmittal or a facsimile of the letter
of transmittal with any required signature guarantees and any other required
documents is transmitted to and received by the exchange agent at the address
indicated below under "--Exchange Agent" on or before the expiration date unless
the guaranteed delivery procedures described below are complied with. DELIVERY
OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
GUARANTEED DELIVERY PROCEDURE
If you are a registered holder of initial notes and desire to tender
your notes, and (1) these notes are not immediately available, (2) time will not
permit your notes or other required documents to reach the exchange agent before
the expiration date or (3) the procedures for book-entry transfer cannot be
completed on a timely basis and an agent's message delivered, you may still
tender in this exchange offer if:
(1) you tender through a member firm of a registered national
securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States, or an
eligible guarantor institution within the meaning of Rule
17Ad-15 under the Exchange Act,
(2) on or before the expiration date, the exchange agent receives
a properly completed and duly executed letter of transmittal
or facsimile of the letter of transmittal, and a notice of
guaranteed delivery, substantially in the form provided by us,
with your name and address as holder of the initial notes and
the amount of notes tendered, stating that the tender is being
made by that letter and notice and guaranteeing that within
three New York Stock Exchange trading days after the
expiration date the certificates for all the initial notes
tendered, in proper form for transfer, or a book-entry
confirmation with an agent's message, as the case may be, and
any other documents required by the letter of transmittal will
be deposited by the eligible institution with the exchange
agent, and
(3) the certificates for all your tendered initial notes in proper
form for transfer or a book-entry confirmation as the case may
be, and all other documents required by the letter of
transmittal are received by the exchange agent within three
New York Stock Exchange trading days after the expiration
date.
32
ACCEPTANCE OF INITIAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
Your tender of initial notes will constitute an agreement between you
and us governed by the terms and conditions provided in this prospectus and in
the related letter of transmittal.
We will be deemed to have received your tender as of the date when your
duly signed letter of transmittal accompanied by your initial notes tendered, or
a timely confirmation of a book-entry transfer of these notes into the exchange
agent's account at The Depository Trust Company with an agent's message, or a
notice of guaranteed delivery from an eligible institution is received by the
exchange agent.
All questions as to the validity, form, eligibility, including time of
receipt, acceptance and withdrawal of tenders will be determined by us in our
sole discretion. Our determination will be final and binding.
We reserve the absolute right to reject any and all initial notes not
properly tendered or any initial notes which, if accepted, would, in our opinion
or our counsel's opinion, be unlawful. We also reserve the absolute right to
waive any conditions of this exchange offer or irregularities or defects in
tender as to particular notes. If we waive a condition to this exchange offer,
the waiver will be applied equally to all note holders. Our interpretation of
the terms and conditions of this exchange offer, including the instructions in
the letter of transmittal, will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of initial
notes must be cured within such time as we shall determine. We, the exchange
agent or any other person will be under no duty to give notification of defects
or irregularities with respect to tenders of initial notes. We and the exchange
agent or any other person will incur no liability for any failure to give
notification of these defects or irregularities. Tenders of initial notes will
not be deemed to have been made until such irregularities have been cured or
waived. The exchange agent will return without cost to their holders any initial
notes that are not properly tendered and as to which the defects or
irregularities have not been cured or waived promptly following the expiration
date.
If all the conditions to the exchange offer are satisfied or waived on
the expiration date, we will accept all initial notes properly tendered and will
issue the exchange notes promptly thereafter. Please refer to the section of
this prospectus entitled "--Conditions to the Exchange Offer" below. For
purposes of this exchange offer, initial notes will be deemed to have been
accepted as validly tendered for exchange when, as and if we give oral or
written notice of acceptance to the exchange agent.
We will issue the exchange notes in exchange for the initial notes
tendered pursuant to a notice of guaranteed delivery by an eligible institution
only against delivery to the exchange agent of the letter of transmittal, the
tendered initial notes and any other required documents, or the receipt by the
exchange agent of a timely confirmation of a book-entry transfer of initial
notes into the exchange agent's account at The Depository Trust Company with an
agent's message, in each case, in form satisfactory to us and the exchange
agent.
If any tendered initial notes are not accepted for any reason provided
by the terms and conditions of this exchange offer or if initial notes are
submitted for a greater principal amount than the holder desires to exchange,
the unaccepted or non-exchanged initial notes will be returned without expense
to the tendering holder, or, in the case of initial notes tendered by book-entry
transfer procedures described above, will be credited to an account maintained
with the book-entry transfer facility, promptly after withdrawal, rejection of
tender or the expiration or termination of the exchange offer.
By tendering into this exchange offer, you will irrevocably appoint our
designees as your attorney-in-fact and proxy with full power of substitution and
resubstitution to the full extent of your rights on the notes tendered. This
proxy will be considered coupled with an interest in the tendered notes. This
appointment will be effective only when, and to the extent that we accept your
notes in this exchange offer. All prior proxies on these notes will then be
revoked and you will not be entitled to give any subsequent proxy. Any proxy
that you may give subsequently will not be deemed effective. Our designees will
be empowered to exercise all voting and other rights of the holders as they may
deem proper at any meeting of note holders or otherwise. The initial notes will
be validly tendered only if we are able to exercise full voting rights on the
notes, including voting at any meeting of the note holders, and full rights to
consent to any action taken by the note holders.
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WITHDRAWAL OF TENDERS
Except as otherwise provided in this prospectus, you may withdraw
tenders of initial notes at any time before 12:00 midnight, New York City time,
on the expiration date.
For a withdrawal to be effective, you must send a written or facsimile
transmission notice of withdrawal to the exchange agent before 12:00 midnight,
New York City time, on the expiration date at the address provided below under
"-Exchange Agent" and before acceptance of your tendered notes for exchange by
us.
Any notice of withdrawal must:
(1) specify the name of the person having tendered the initial
notes to be withdrawn,
(2) identify the notes to be withdrawn, including, if applicable,
the registration number or numbers and total principal amount
of these notes,
(3) be signed by the person having tendered the initial notes to
be withdrawn in the same manner as the original signature on
the letter of transmittal by which these notes were tendered,
including any required signature guarantees, or be accompanied
by documents of transfer sufficient to permit the trustee for
the initial notes to register the transfer of these notes into
the name of the person having made the original tender and
withdrawing the tender,
(4) specify the name in which any of these initial notes are to be
registered, if this name is different from that of the person
having tendered the initial notes to be withdrawn, and
(5) if applicable because the initial notes have been tendered
through the book-entry procedure, specify the name and number
of the participant's account at The Depository Trust Company
to be credited, if different than that of the person having
tendered the initial notes to be withdrawn.
We will determine all questions as to the validity, form and
eligibility, including time of receipt, of all notices of withdrawal and our
determination will be final and binding on all parties. Initial notes that are
withdrawn will be deemed not to have been validly tendered for exchange in this
exchange offer.
The exchange agent will return without cost to their holders all
initial notes that have been tendered for exchange and are not exchanged for any
reason, promptly after withdrawal, rejection of tender or expiration or
termination of this exchange offer.
You may retender properly withdrawn initial notes in this exchange
offer by following one of the procedures described under "--Procedures for
Tendering Initial Notes" above at any time on or before the expiration date.
CONDITIONS TO THE EXCHANGE OFFER
We will complete this exchange offer only:
(1) if this exchange offer, or the making of any exchange by a
holder of our initial notes, does not violate applicable law,
rule or regulation or any applicable interpretation of the
staff of the SEC;
(2) with respect to the initial notes which are duly tendered in
accordance with this exchange offer;
(3) if each holder of initial notes exchanged in this exchange
offer shall have represented that all exchange notes received
by it shall be acquired by it in the ordinary course of its
business and that at the time of the consummation of this
exchange offer it shall have no arrangement or understanding
with any person to participate in the distribution (within the
meaning of the Securities Act) of the exchange notes and shall
have made such other representations as may be
34
reasonably necessary under applicable SEC rules, regulations
or interpretations to render the use of Form S-4 available;
and
(4) if no action or proceeding shall have been instituted or
threatened in any court or by or before any governmental
agency with respect to this exchange offer which, in Carnival
Corporation's and Carnival plc's judgment, would reasonably be
expected to impair the ability of Carnival Corporation and
Carnival plc to proceed with this exchange offer.
These conditions are for our sole benefit. We may assert any one of
these conditions regardless of the circumstances giving rise to it and may also
waive any one of them, in whole or in part, at any time and from time to time,
if we determine in our reasonable discretion that it has not been satisfied,
subject to applicable law. Notwithstanding the foregoing, all conditions to the
exchange offer must be satisfied or waived before the expiration of this
exchange offer. If we waive a condition to this exchange offer, the waiver will
be applied equally to all note holders. We will not be deemed to have waived our
rights to assert or waive these conditions if we fail at any time to exercise
any of them. Each of these rights will be deemed an ongoing right which we may
assert at any time and from time to time.
If we determine that we may terminate this exchange offer because any
of these conditions are not satisfied, we may:
(1) refuse to accept and return to their holders any initial notes
that have been tendered,
(2) extend the exchange offer and retain all notes tendered before
the expiration date, subject to the rights of the holders of
these notes to withdraw their tenders, or
(3) waive any condition that has not been satisfied and accept all
properly tendered notes that have not been withdrawn or
otherwise amend the terms of this exchange offer in any
respect as provided under the section in this prospectus
entitled "--Expiration Date; Extensions; Amendments;
Termination."
ACCOUNTING TREATMENT
We will record the exchange notes at the same carrying value as the
initial notes as reflected in our accounting records on the date of the
exchange. Accordingly, we will not recognize any gain or loss for accounting
purposes. We will amortize the costs of the exchange offer and the unamortized
expenses related to the issuance of the exchange notes over the term of the
exchange notes.
EXCHANGE AGENT
We have appointed U.S. Bank National Association, as exchange agent for
this exchange offer. You should direct all questions and requests for assistance
on the procedures for tendering and all requests for additional copies of this
prospectus or the letter of transmittal to the exchange agent as follows:
By mail:
U.S. Bank National Association
EP-MN-WS2N
60 Livingston Avenue
St. Paul, MN 55107
Attention: Specialized Finance Department
35
By hand/overnight delivery:
U.S. Bank National Association
EP-MN-WS2N
60 Livingston Avenue
St. Paul, MN 55107
Facsimile Transmission: (651) 495-8158
Confirm by Telephone: (800) 934-6802
Attention: Specialized Finance Department
FEES AND EXPENSES
We will bear the expenses of soliciting tenders in this exchange offer,
including fees and expenses of the exchange agent and trustee and accounting,
legal, printing and related fees and expenses.
We will not make any payments to brokers, dealers or other persons
soliciting acceptances of this exchange offer. However, we will pay the exchange
agent reasonable and customary fees for its services and will reimburse the
exchange agent for its reasonable out-of-pocket expenses in connection with this
exchange offer. We will also pay brokerage houses and other custodians, nominees
and fiduciaries their reasonable out-of-pocket expenses for forwarding copies of
the prospectus, letters of transmittal and related documents to the beneficial
owners of the initial notes and for handling or forwarding tenders for exchange
to their customers.
We will pay all transfer taxes, if any, applicable to the exchange of
initial notes in accordance with this exchange offer. However, tendering holders
will pay the amount of any transfer taxes, whether imposed on the registered
holder or any other persons, if:
(1) certificates representing exchange notes or initial notes for
principal amounts not tendered or accepted for exchange are to
be delivered to, or are to be registered or issued in the name
of, any person other than the registered holder of the notes
tendered,
(2) tendered initial notes are registered in the name of any
person other than the person signing the letter of
transmittal, or
(3) a transfer tax is payable for any reason other than the
exchange of the initial notes in this exchange offer.
If you do not submit satisfactory evidence of the payment of any of
these taxes or of any exemption from this payment with the letter of
transmittal, we will bill you directly the amount of these transfer taxes.
YOUR FAILURE TO PARTICIPATE IN THE EXCHANGE OFFER WILL HAVE ADVERSE CONSEQUENCES
The initial notes were not registered under the Securities Act or under
the securities laws of any state and you may not resell them, offer them for
resale or otherwise transfer them unless they are subsequently registered or
resold under an exemption from the registration requirements of the Securities
Act and applicable state securities laws. If you do not exchange your initial
notes for exchange notes in accordance with this exchange offer, or if you do
not properly tender your initial notes in this exchange offer, you will not be
able to resell, offer to resell or otherwise transfer the initial notes unless
they are registered under the Securities Act or unless you resell them, offer to
resell or otherwise transfer them under an exemption from the registration
requirements of, or in a transaction not subject to, the Securities Act.
In addition, except as set forth in this paragraph, you will not be
able to otherwise obligate us to register the initial notes under the Securities
Act. You will not be able to require us to register your initial notes under the
Securities Act unless:
36
o there is a change in law, SEC rules or regulations or
applicable interpretations thereof by the staff of the
Commission and, as a result of such change, Carnival
Corporation and Carnival plc are not permitted to effect an
exchange offer;
o the exchange offer is not declared effective within 210 days
of the date of the issuance of the initial notes or it is not
consummated within 240 days of the date of the issuance of the
initial notes;
o the initial purchasers not permitted under applicable law to
participate in the exchange offer so request a registration;
or
o you are not permitted by the federal securities laws or
applicable interpretations thereof by the staff of the
Commission to participate in the exchange offer or do not
receive fully tradable exchange notes in the exchange offer.
In these cases, solely with respect to those persons affected by any of
the points listed above, we and Carnival plc will at our sole expense,
o as promptly as practicable, file the Shelf Registration
Statement covering resales of the initial notes;
o use commercially reasonable efforts to cause the Shelf
Registration Statement to be declared effective under the
Securities Act no later than 240 days after the date of the
issuance of the initial notes; and
o use commercially reasonable efforts to keep effective the
Shelf Registration Statement until the earlier of two years
after the date of issuance of the initial notes or such time
as all of the applicable notes have been sold thereunder.
We do not currently anticipate that we will register under the
Securities Act any initial notes that remain outstanding after
completion of the exchange offer.
DELIVERY OF PROSPECTUS
Each broker-dealer that receives exchange notes for its own account in
exchange for initial notes, where such initial notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. See "Plan of Distribution."
37
DESCRIPTION OF THE NOTES
The initial notes were issued and the exchange notes will be issued
under the indenture dated as of April 25, 2001, between us and U.S. Bank
National Association (formerly known as U.S. Bank Trust National Association),
as trustee, as supplemented by a fourth supplemental indenture executed on the
issue date of the initial notes. We refer to the indenture, as so supplemented,
as the "indenture." When we refer to the notes in this "Description of Notes,"
we mean the initial notes and the exchange notes.
The following summary does not purport to be complete, and is subject
to, and is qualified in its entirety by reference to, all of the provisions of
the notes and the indenture. We urge you to read the indenture and the form of
the notes, which you may obtain from us upon request. As used in this
description, all references to "our company," "we," "us" or "our" mean Carnival
Corporation, excluding, unless otherwise expressly stated or the context
otherwise requires, its subsidiaries and all references to Carnival plc mean
Carnival plc, excluding, unless otherwise expressly stated or the context
otherwise requires, its subsidiaries.
GENERAL
The exchange notes will be exchanged for the initial notes of which
$550,000,000 in aggregate principal amount were issued on November 10, 2003. The
indenture provides that we will have the ability to issue additional notes
having the same ranking and the same interest rate, maturity and other terms as
the notes. Any additional notes will, together with the notes issued, constitute
a single series of notes under the indenture. The notes will mature on November
15, 2007. The notes will be payable at the office of the paying agent, which
initially will be an office or agency of the trustee, or an office or agency
maintained by us for such purpose, in the Borough of Manhattan, The City of New
York.
The notes bear interest at the rate of 3.75% per year on the principal
amount from the issue date, or from the most recent date to which interest has
been paid or provided for, until November 15, 2007. Interest will be payable
semi-annually in arrears on May 15 and November 15 of each year, commencing on
May 15, 2004, to holders of record at the close of business on the May 1 or
November 1 immediately preceding such interest payment date. Each payment of
interest on the notes will include interest accrued through the day before the
applicable interest payment date (or redemption date, as the case may be). Any
payment required to be made on any day that is not a business day will be made
on the next succeeding business day.
Interest will cease to accrue on a note upon its maturity or
redemption. We may not reissue a note that has matured or been redeemed or
otherwise cancelled, except for registration of transfer, exchange or
replacement of such note.
Notes may be presented for exchange or registration of transfer at the
office of the registrar, such agent initially being the trustee. We will not
charge a service fee for any registration of transfer or exchange of the notes.
GUARANTEE
Carnival plc is guaranteeing Carnival Corporation's monetary
obligations under the notes on an unsecured and unsubordinated basis. See
"Description of the Carnival plc Guarantee."
RANKING
The notes and the Carnival plc guarantee will be unsecured and
unsubordinated obligations and will rank equal in right of payment to all of the
existing and future unsecured and unsubordinated indebtedness of Carnival
Corporation and Carnival plc, respectively. However, the notes and the Carnival
plc guarantee will be effectively subordinated to all existing and future
obligations of our subsidiaries and the subsidiaries of Carnival plc,
respectively, and to any secured debt of Carnival Corporation and Carnival plc,
respectively, to the extent of any security.
38
As of February 29, 2004, Carnival Corporation and Carnival plc had
$7.83 billion of total consolidated indebtedness. Of this amount:
o Carnival Corporation and Carnival plc had an aggregate of
$5.89 billion of unsecured, unsubordinated indebtedness
outstanding, which amount includes guarantees of $1.63 billion
of unsecured indebtedness of their subsidiaries;
o Carnival Corporation and Carnival plc had an aggregate of $192
million of secured indebtedness outstanding, not including any
guarantees of their subsidiaries' secured indebtedness;
o The subsidiaries of Carnival Corporation and Carnival plc had
an aggregate of $1.21 billion of secured indebtedness, of
which $985 million was guaranteed by Carnival Corporation
and/or Carnival plc;
o The subsidiaries of Carnival Corporation and Carnival plc had
an aggregate of $2.17 billion of unsecured indebtedness
outstanding; and
o The subsidiaries of Carnival Corporation and Carnival plc had
an aggregate of $3.38 billion of indebtedness, of which $765
million was not guaranteed by Carnival Corporation or Carnival
plc.
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
The indenture provides that we may not consolidate with or merge into
any other entity or convey or transfer our properties and assets substantially
as an entirety to any entity, unless:
o the successor or transferee entity, if other than us,
expressly assumes by a supplemental indenture executed and
delivered to the trustee, in form reasonably satisfactory to
the trustee, the due and punctual payment of the principal of,
any premium on and any interest on, all the outstanding notes
and the performance of every covenant in the indenture to be
performed or observed by us;
o immediately after giving effect to the transaction, no Event
of Default, as defined in the indenture, and no event which,
after notice or lapse of time or both, would become an Event
of Default, has happened and is continuing; and
o we have delivered to the trustee an officers' certificate and
an opinion of counsel, each in the form required by the
indenture and stating that such consolidation, merger,
conveyance or transfer and, if a supplemental indenture is
required in connection with such transaction, such
supplemental indenture comply with the foregoing provisions
relating to such transaction.
In case of any such consolidation, merger, conveyance or transfer, the
successor entity will succeed to and be substituted for us as obligor on the
notes, with the same effect as if it had been named in the indenture as our
company.
EVENTS OF DEFAULT; WAIVER AND NOTICE
An event of default is defined in the indenture as:
(a) default for 30 days in payment of any interest on the notes
(including additional interest under the registration rights agreement described
below) when it becomes due and payable;
(b) default in payment of principal of or any premium on the notes
at maturity or redemption price when the same becomes due and payable;
(c) default in the payment (after any applicable grace period) of
any indebtedness for money borrowed by our company, Carnival plc or a Subsidiary
of either in excess of $50 million in aggregate principal
39
amount (excluding such indebtedness of any Subsidiary other than a Significant
Subsidiary, all the indebtedness of which Subsidiary is nonrecourse to our
company or any other Subsidiary) or default on such indebtedness that results in
the acceleration of such indebtedness prior to its express maturity, if such
indebtedness is not discharged, or such acceleration is not annulled, by the end
of a period of 30 days after written notice to us by the trustee or to us and
the trustee by the holders of at least 25% of the aggregate principal amount of
the outstanding notes;
(d) default by us in the performance of any other covenant
contained in the indenture for the benefit of the notes that has not been
remedied by the end of a period of 60 days after notice is given as specified in
the indenture;
(e) unless Carnival plc has become or has been merged with or has
been otherwise consolidated with the primary obligor under the notes and the
indenture, the Carnival plc guarantee ceases to be in full force and effect or
is declared null and void or Carnival plc denies that it has any further
liability under its guarantee to the note holders, or has given notice to such
effect (other than by reason of the termination of the indenture or the release
of such guarantee in accordance with the indenture), and such condition shall
have continued for period of 30 days after written notice of such failure
requiring Carnival plc or us to remedy the same shall have been given to us by
the trustee or to us and the trustee by the holders of 25% in aggregate
principal amount of the notes outstanding; and
(f) certain events of bankruptcy, insolvency and reorganization of
our company, Carnival plc or a Significant Subsidiary of either.
When we refer to a "Significant Subsidiary," we mean any Subsidiary,
the Net Worth of which represents more than 10% of the Consolidated Net Worth of
Carnival Corporation, Carnival plc and their combined Subsidiaries. The terms
"Subsidiary," "Net Worth" and "Consolidated Net Worth" are defined in the
indenture.
The indenture provides that:
o if an event of default described in clause (a), (b), (c), (d)
or (e) above has occurred and is continuing, either the
trustee or the holders of not less than 25% in aggregate
principal amount of the notes may declare the principal amount
of the notes then outstanding, and any accrued and unpaid cash
interest through the date of such declaration, to be due and
payable immediately;
o upon certain conditions such declarations may be annulled, and
past defaults (except for defaults in the payment of principal
of, any premium on or interest on, the notes and in compliance
with certain covenants) may be waived by the holders of a
majority in aggregate principal amount of the notes then
outstanding; and
o if an event of default described in clause (f) occurs and is
continuing, then the aggregate principal amount of all notes
issued under the indenture and then outstanding, together with
any accrued interest through the occurrence of such event,
shall become and be due and payable immediately, without any
declaration or other act by the trustee or any other holder.
In case of default in payment of the principal amount of the notes,
whether at the stated maturity or upon redemption, from and after the maturity
date, the notes will bear interest, payable upon demand of their beneficial
owners, at the rate of 3.75% per year, to the extent that payment of any
interest is legally enforceable, on the unpaid amount due and payable on that
date in accordance with the terms of the notes to the date payment of that
amount has been made or duly provided for.
Under the indenture, the trustee must give to the holders of notes
notice of all uncured defaults known to it with respect to the notes within 90
days after such a default occurs (the term default to include the events
specified above without notice or grace periods); provided that, except in the
case of default in the payments of principal of, any premium on, any of the
notes, the trustee will be protected in withholding such notice if it in good
faith determines that the withholding of such notice is in the interests of the
holders of the notes.
No holder of any notes may institute any action under the indenture
unless:
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o such holder has given the trustee written notice of a
continuing event of default with respect to the notes;
o the holders of not less than 25% in aggregate principal amount
of the notes then outstanding have requested the trustee to
institute proceedings in respect of such event of default;
o such holder or holders have offered the trustee such
reasonable indemnity as the trustee may require;
o the trustee has failed to institute an action for 60 days
thereafter; and
o no inconsistent direction has been given to the trustee during
such 60-day period by the holders of a majority in aggregate
principal amount of notes.
The holders of a majority in aggregate principal amount of the notes
affected and then outstanding will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power
conferred on the trustee with respect to the notes. The indenture provides that,
if an event of default occurs and is continuing, the trustee, in exercising its
rights and powers under the indenture, will be required to use the degree of
care of a prudent man in the conduct of his own affairs. The indenture further
provides that the trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties under the indenture unless it has reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
reasonably assured to it.
We must furnish to the trustee within 120 days after the end of each
fiscal year a statement of our company signed by one of the officers of our
company to the effect that a review of our activities during such year and our
performance under the indenture and the terms of the notes has been made, and,
to the knowledge of the signatory based on such review, we have complied with
all conditions and covenants of the indenture or, if we are in default,
specifying such default.
MODIFICATION OF THE INDENTURE
We and the trustee may, without the consent of the holders of the notes
issued under the indenture, enter into supplemental indentures for, among
others, one or more of the following purposes:
o to evidence the succession of another company to our company,
and the assumption by such successor of our obligations under
the indenture and the notes;
o to add covenants of our company, or surrender any rights of
our company, or add any rights for the benefit of the holders
of notes;
o to cure any ambiguity, omission, defect or inconsistency in
such indenture;
o to provide for the issuance of additional notes in accordance
with the indenture;
o to establish the form or terms of any other series of debt
securities, including any subordinated securities;
o to evidence and provide the acceptance of any successor
trustee with respect to the notes or one or more other series
of debt securities or to facilitate the administration of the
trusts thereunder by one or more trustees in accordance with
such indenture; and
o to provide any additional events of default.
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With certain exceptions, the indenture, the Carnival plc guarantee and
the rights of the holders of the notes may be modified by us and the trustee
with the consent of the holders of a majority in aggregate principal amount of
the notes then outstanding, but no such modification may be made without the
consent of the holder of each outstanding note affected thereby that would:
o reduce the principal amount or interest rate of a note, change
the maturity of any payment of principal of, or any premium
on, any notes, or change any place of payment where, or the
coin or currency in which, any note or any premium is payable,
or impair the right to institute suit for the enforcement of
any such payment on or after the maturity thereof (or, in the
case of redemption, on or after the redemption date);
o reduce the percentage in principal amount of the outstanding
notes, the consent of whose holders is required for any such
modification, or the consent of whose holders is required for
any waiver of compliance with certain provisions of the
indenture or certain defaults thereunder and their
consequences provided for in the indenture; or
o modify any of the provisions of certain sections of the
indenture, including the provisions summarized in this
paragraph, except to increase any such percentage or to
provide that certain other provisions of the indenture cannot
be modified or waived without the consent of the holder of
each outstanding notes affected thereby.
DISCHARGE OF THE INDENTURE
We may satisfy and discharge our obligations under the indenture by
delivering to the trustee for cancellation all outstanding notes or by
depositing with the trustee or the paying agent after the notes have become due
and payable, whether at maturity, on any redemption date or otherwise, cash
sufficient to pay all of the outstanding notes and paying all other sums payable
under the indenture by our company.
GOVERNING LAW
The indenture and the notes are governed by and construed in accordance
with the laws of the State of New York.
BOOK-ENTRY SYSTEM
The exchange notes initially will be represented by one or more notes
in registered, global form without interest coupons (each, a "global security").
The global securities will be deposited upon issuance with the trustee as
custodian for DTC and registered in the name of DTC or its respective nominee,
as the case may be, in each case for credit to an account of a direct or
indirect participant in the depositaries as described below.
Upon the issuance of a global security, DTC will credit on its
book-entry registration and transfer system the accounts of persons designated
by the initial purchasers with the respective principal amounts of the notes
represented by the global security. Ownership of beneficial interests in a
global security will be limited to persons that have accounts with DTC or its
nominee ("participants") or persons that may hold interests through
participants. Owners of beneficial interests in the notes represented by the
global securities will hold their interests pursuant to the procedures and
practices of DTC. Ownership of beneficial interests in a global security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by DTC or its nominee (with respect to interests of persons
other than participants). The laws of some states require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to transfer beneficial
interests in a global security.
So long as DTC or its respective nominee, as the case may be, is the
registered owner of a global security, DTC or its respective nominee, as the
case may be, will be considered the sole owner or holder of the notes presented
by that global security for all purposes under the indenture. Except as provided
below, owners of beneficial interests in a global security will not be entitled
to have notes represented by that global security
42
registered in their names, will not receive or be entitled to receive physical
delivery of notes in definitive form and will not be considered the owners or
holders thereof under the indenture. Beneficial owners will not be holders and
will not be entitled to any rights provided to the holders of notes under the
global securities or the indenture. Payment of principal amounts on notes
registered in the name of DTC or its nominee will be made to DTC or its nominee,
as the case may be, as the registered owner of the relevant global security.
None of our company, Carnival plc, the trustee, any paying agent or the
registrar for the notes will have any responsibility or liability for any aspect
of the records relating to or payment made on account of beneficial interests in
a global security or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
We expect that DTC or its nominees, upon receipt of any payment of the
principal amount will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of the relevant global security as shown on the records of DTC or its
nominee. We also expect that payments by participants to owners of beneficial
interests in a global security held through such participants will be governed
by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants.
DTC has advised us as follows: DTC is a limited purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code and a "Clearing Agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934. DTC was created to hold
securities for its participants and facilitate the clearance and settlement of
securities transactions between participants through electronic book-entry
changes in accounts of its participants, thereby eliminating the need for
physical movement of certificates. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations and certain other
organizations. Indirect access to the DTC system is available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Although DTC has agreed to the foregoing procedures in order to
facilitate transfers of interests in the Global Note among participants of DTC,
it is under no obligation to perform such procedures, and such procedures may be
discontinued at any time. Neither we nor the Trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.
If DTC is at any time unwilling or unable to continue as a depositary
and a successor depositary is not appointed by us within 90 days or if an event
of default has occurred and is continuing, we will issue notes in definitive
form in exchange for that entire global security for the notes. In any such
instance, an owner of a beneficial interest in a global security will be
entitled to physical delivery in definitive form of notes represented by such
global security equal in principal amount to such beneficial interest and to
have such notes registered in its name. Notes so issued in definitive form will
be issued as registered notes, appropriately legended, in denominations of
$1,000 principal amount and integral multiples thereof, unless otherwise
specified by us.
PAYMENT OF ADDITIONAL AMOUNTS
We will agree that any amounts payable on the notes will be paid
without deduction or withholding for any taxes, levies, imposts or other
governmental charges imposed, assessed, levied or collected by or for the
account of the Republic of Panama or any of its political subdivisions or taxing
authorities or by or for the account of the jurisdiction of incorporation (other
than the United States) of a successor corporation to us, to the extent that
such taxes first become applicable as a result of the successor corporation
becoming the obligor on the notes ("covered taxes"). In addition, if deduction
or withholding of any covered taxes is ever required by the Republic of Panama
or any of its political subdivisions or taxing authorities (or the jurisdiction
of incorporation (other than the United States) of a successor corporation to
us), we will pay any additional amounts ("additional amounts") required to make
the net amounts paid to the holders of the notes or the trustee under the
indenture, as the case may be, after such deduction or withholding, equal to the
amounts of principal, premium, if any, interest, if any, and sinking fund or
analogous payments, if any, to which those holders or the trustee are entitled.
We are not required to pay additional amounts in respect of the following taxes
("excluded taxes"):
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o any present or future covered taxes which would not have been
so imposed, assessed, levied or collected if the holder or
beneficial owner of the relevant note did not have some
present or former connection with the Republic of Panama (or
jurisdiction of incorporation of a successor corporation to
us) or any such political subdivision of any such jurisdiction
other than holding or owning a note, or collecting principal
and interest, if any, on, or the enforcement of such note,
which connection may include its domicile, residence or
physical presence in such jurisdiction, or its conduct of a
business or maintenance of a permanent establishment therein;
o any present or future covered taxes which would not have been
so imposed, assessed, levied or collected but for the fact
that, where presentation is required, the relevant note was
presented for payment on a date more than thirty days after
the date the payment became due or was provided for, whichever
is later; or
o any present or future covered taxes which would not have been
so imposed, assessed, levied or collected but for the failure
by the holder to comply with any certification, identification
or other reporting requirements concerning the nationality,
residence, identity or connection with the Republic of Panama
(or the jurisdiction of incorporation of a successor
corporation to us) or any of its political subdivisions of the
holder or beneficial owner of the relevant note, if compliance
is required by statute or by rules or regulations of any such
jurisdiction as a condition to relief or exemption from
covered taxes.
We or any successor to us, as the case may be, will indemnify and hold
harmless each holder of the notes and upon written request reimburse each holder
for the amount of:
o any covered taxes levied or imposed and paid by the holder of
the notes (other than excluded taxes) as a result of payments
made with respect to the notes;
o any liability (including penalties, interest and expenses)
arising from or in connection with the levying or imposing of
any covered taxes; and
o any covered taxes levied or imposed with respect to payment of
additional amounts or any reimbursement pursuant to this list.
We or our successor, as the case may be, will also (1) make such
withholding or deduction and (2) remit the full amount deducted or withheld, to
the relevant authority in accordance with applicable law. We or any successor to
us, as the case may be, will furnish the trustee within 30 days after the date
the payment of any covered taxes is due, certified copies of tax receipts
evidencing the payment by us or any successor to us, as the case may be. The
trustee will forward copies of the tax receipts to the holders of the notes.
At least 30 days prior to each date on which any payment under or with
respect to the notes is due and payable, if we will be obligated to pay
additional amounts with respect to those payments, we will deliver to the
trustee an officers' certificate stating that additional amounts will be
payable, stating the amounts that will be payable, and setting forth any other
information necessary to enable the trustee to pay the additional amounts to
holders of the notes on the payment date.
REDEMPTION OR ASSUMPTION OF NOTES UPON CHANGES OR AMENDMENT TO LAWS
If as the result of any change in or any amendment to the laws,
including any regulations and any applicable double taxation treaty or
convention, of the Republic of Panama (or any jurisdiction of incorporation of a
successor corporation to us other than the United States), or of any of its
political subdivisions or taxing authorities affecting taxation, or any change
in an application or interpretation of those laws, which change, amendment,
application or interpretation becomes effective on or after the original
issuance date of the notes (or, in certain circumstances, the later date on
which a corporation becomes a successor corporation to us), we determine based
upon an opinion of independent counsel of recognized standing that (i) we would
be required to pay additional amounts on the next succeeding date for the
payment thereof, or (ii) any taxes would be imposed (whether by way of
44
deduction, withholding or otherwise) by the Republic of Panama (or the
jurisdiction of incorporation, other than the United States, of a successor
corporation to us) or by any of its political subdivisions or taxing
authorities, upon or with respect to any principal, premium, if any, interest,
if any, or sinking fund or analogous payments, if any, then we may, at our
option, on giving not less than 30 nor more than 60 days irrevocable notice,
redeem the notes in whole at any time at a redemption price equal to 100% of the
principal amount of the notes to be purchased plus accrued interest to the
redemption date. No notice of redemption may be given more than 90 days prior to
the earliest date on which we would be obligated to pay the additional amounts
or tax would be imposed, as the case may be. Also, at the time that the notice
of redemption is given, the obligation to pay additional amounts or tax, as the
case may be, must be in effect.
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DESCRIPTION OF THE CARNIVAL PLC GUARANTEE
Carnival plc is guaranteeing our monetary obligations under the
exchange notes on an unsecured and unsubordinated basis. Carnival plc's
guarantee is being issued under its deed of guarantee, which Carnival plc and we
executed at the closing of the DLC transaction on April 17, 2003. At the closing
of the DLC transaction, Carnival plc and we also executed a separate deed of
guarantee reciprocal to Carnival plc's, under which we guaranteed specified
obligations of Carnival plc owed to its creditors. The following description is
a summary of the material provisions of Carnival plc's deed of guarantee. The
summary is not complete and may not cover information that you may find
important. Accordingly, this summary is subject to, and qualified in its
entirety by reference to, the detailed provisions of Carnival plc's deed of
guarantee. You should read Carnival plc's deed of guarantee carefully and in its
entirety because it, and not this description, defines your rights under the
Carnival plc deed of guarantee.
FORM OF GUARANTEE
The Carnival plc guarantee will be in uncertificated form.
OBLIGATIONS GUARANTEED
Under Carnival plc's deed of guarantee, Carnival plc has fully,
unconditionally and irrevocably undertaken and promised to us that Carnival plc
will, as a continuing obligation, make to the creditor to whom or to which it is
owed the proper and punctual payment of each of the following obligations,
following written demand on us and/or, to the extent applicable the relevant
primary obligor, if for any reason we do not make such payment on the relevant
due date:
o any contractual monetary obligations owed to our creditors
incurred under an agreement entered into since completion of
the DLC transaction;
o any contractual monetary obligations of other persons,
referred to as principal debtors, which are guaranteed by us
and incurred under an agreement entered into since completion
of the DLC transaction; and
o any other obligation of any kind that may be agreed in writing
between us and Carnival plc.
Carnival plc's deed of guarantee provides that the creditors to whom
our obligations are owed are intended third party beneficiaries of Carnival
plc's deed of guarantee. Subject to protective procedures for existing and new
beneficiaries of Carnival plc's deed of guarantee, we and Carnival plc may
exclude obligations from coverage under Carnival plc's deed of guarantee by
agreement, as described below under "--Exclusions from the Guarantee."
Should any obligation not be recoverable from Carnival plc as a result
of the obligation becoming void, voidable or unenforceable against us, Carnival
plc also has agreed that it will, as sole, original and independent obligor,
make payment on such obligation by way of a full indemnity. Unless otherwise
provided in Carnival plc's deed of guarantee, Carnival plc's liabilities and
obligations under Carnival plc's deed of guarantee will remain in force
notwithstanding any act, omission, neglect, event or matter which would not
affect or discharge our liabilities owed to the relevant creditor, including,
without limitation:
o anything which would have discharged Carnival plc, wholly or
in part, but not us;
o anything which would have offered Carnival plc, but not us,
any legal or equitable defense; and
o any winding-up, insolvency, dissolution and/or analogous
proceeding of, or any change in constitution or corporate
identity or loss of corporate identity by, us or any other
person or entity.
In the event that Carnival plc is required under the Carnival plc deed
of guarantee to make a payment to a creditor, we will reimburse Carnival plc for
those payments.
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EXCLUSIONS FROM THE GUARANTEE
We and Carnival plc may, by entering into a supplemental deed and by
giving the required notice, exclude from the scope of Carnival plc's deed of
guarantee obligations of a particular type, or a particular obligation or
obligations, incurred after a specified date. The specified date must be:
o in the case of obligations of a particular type, at least
three months after the date on which notice of the relevant
exclusion is given, or
o in the case of a particular obligation, at least five business
days, or such shorter period as the relevant creditor may
agree, after the date on which notice is given to the relevant
creditor.
However, no such agreement or exclusion shall be effective with respect to any
obligation incurred before, or arising out of, any credit or similar facility
available for use at, the time at which the relevant agreement or exclusion
becomes effective. Therefore, under this provision we and Carnival plc would not
be able to exclude the notes or the indenture governing the notes from the scope
of Carnival plc's deed of guarantee after the issuance of the notes without the
consent of the trustee under the indenture and the requisite holders of the
notes.
NO DEFENSE, SET-OFF AND COUNTERCLAIM
In respect of any claim against Carnival plc by a creditor under
Carnival plc's deed of guarantee, Carnival plc will not have available to it:
o by way of defense or set-off, any matter that arises from or
in connection with Carnival plc's deed of guarantee, and which
would have been available to Carnival plc by way of defense or
set-off if the proceedings had been brought against Carnival
plc by us,
o by way of defense or set-off, any matter that would have been
available to Carnival plc by way of defense or set-off against
a creditor if the creditor had been a party to Carnival plc's
deed of guarantee, or
o by way of counterclaim any matter not arising from Carnival
plc's deed of guarantee that would have been available to
Carnival plc by way of counterclaim against a creditor if the
creditor had been a party to Carnival plc's deed of guarantee.
GOVERNING LAW AND JURISDICTION
Carnival plc's deed of guarantee is governed and construed in
accordance with the laws of the Isle of Man. All actions or proceedings arising
out of or in connection with Carnival plc's deed of guarantee must be
exclusively brought in courts in England. In addition, the issuance of the
Carnival plc guarantee will not affect the governing law of the notes and the
related indenture, which will be governed by the laws of the State of New York.
It is therefore likely that the governing law and the jurisdiction in which
actions may be brought in respect of the Carnival plc guarantee will be
different from those for the notes. See "Risk Factors--Risks Relating to the
Guarantees--Carnival plc's guarantee is governed by the laws of a foreign
jurisdiction, and an action to enforce the guarantee must be brought in the
courts of England."
TERMINATION
No termination of Carnival plc's deed of guarantee will be effective
with respect to any obligation under Carnival plc's deed of guarantee incurred
before, or arising out of, any credit or similar facility available for use at,
the time at which the termination becomes effective. Therefore, after the
issuance of the notes, the termination provisions described below will not apply
to the notes without the consent of the trustee under the indenture and the
requisite holders of the notes.
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Subject to that limitation, Carnival plc's deed of guarantee will
terminate:
o automatically upon the termination or the discontinuance of
effectiveness of the Equalization and Governance Agreement,
which was entered into by us and Carnival plc at the closing
of the DLC transaction and is the primary agreement governing
the ongoing relationship between us and Carnival plc as a dual
listed company operating as a single economic entity,
o automatically upon the termination or discontinuance of
effectiveness of our deed of guarantee, or
o on such future date as Carnival plc may determine with the
giving of three months' notice following our consenting to
such termination, although our consent shall not be required
if prior to the date set out in such notice a resolution is
passed or an order is made for the liquidation of us.
AMENDMENT
We and Carnival plc may amend Carnival plc's deed of guarantee by
entering into a supplemental deed. However, no amendment of Carnival plc's deed
of guarantee will be effective with respect to any obligation under Carnival
plc's deed of guarantee incurred before, or arising out of, any credit or
similar facility available for use at, the time at which the amendment becomes
effective. Therefore, after the issuance of the notes, no such amendment may
become effective with respect to the notes without the consent of the trustee
and the requisite holders of the notes.
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CERTAIN PANAMANIAN AND UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES
PANAMA
Under current Panamanian law, because we conduct all of our operations
outside of Panama, we believe that no Panamanian taxes or withholding will be
imposed on payments to holders of the notes.
UNITED STATES
The following is a discussion of certain United States federal income
tax consequences associated with the exchange of initial notes for exchange
notes pursuant to the exchange offer and of the ownership and disposition of
those exchange notes by U.S. holders and non-U.S. holders, each as defined
below, who acquire the exchange notes in the exchange offer. This discussion is
based on existing provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations promulgated thereunder, judicial decisions
and administrative rulings and practice, and interpretations of the foregoing,
all as of the date of this offering. All of the foregoing authorities are
subject to change, possibly with retroactive effect, and any such change may
result in United States federal income tax consequences to a holder that are
materially different from those described below. This summary applies to you
only if you hold the exchange notes as capital assets within the meaning of the
Code. This discussion does not purport to be a complete analysis of all the
potential U.S. federal income tax considerations of participation in the
exchange offer and does not discuss any estate, gift, state, local or foreign
considerations. This discussion also does not address all federal income tax
consequences applicable to all categories of investors, some of which may be
subject to special rules, such as life insurance companies, tax-exempt
organizations, dealers in securities or currencies, regulated investment
companies, banks or other financial institutions, partnerships, S corporations
and other flow-through entities for federal income tax purposes, holders subject
to the alternative minimum tax, expatriates, investors whose functional currency
is not the U.S. dollar and investors who hold notes as part of a hedge,
straddle, conversion transaction or a synthetic security or other integrated
transaction. We have not obtained, nor do we intend to obtain, any ruling from
the Internal Revenue Service (the "IRS") with respect to the statements made and
the conclusions reached in the following summary, and we can not assure you it
the IRS will agree with these statements and conclusions.
IF YOU ARE CONSIDERING PARTICIPATING IN THE EXCHANGE OFFER, YOU SHOULD
CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED
STATES FEDERAL TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX
CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING
JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
THE EXCHANGE OFFER
The exchange of the initial notes for the exchange notes pursuant to
the exchange offer will not be treated as a taxable event to U.S. holders or
non-U.S. holders, each as defined below. Consequently, no gain or loss will be
realized by a holder upon a receipt of an exchange note, the holding period of
the exchange note will include the holding period of the initial note exchanged
for such exchange note and the adjusted tax basis of the exchange note will be
the same as the adjusted tax basis, immediately before the exchange, of the
initial note exchanged for the exchange note. The U.S. federal income tax
consequences of holding and disposing of an exchange note generally should be
the same as the U.S. federal income tax consequences of holding and disposing of
an initial note.
U.S. HOLDERS
This summary applies to you if you are a U.S. holder. For purposes of
this summary, the term "U.S. holder" means a beneficial owner of initial notes
who exchanges such notes for exchange notes pursuant to the exchange offer that
is:
o a citizen or individual resident of the United States;
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o a corporation, or other entity taxable as a corporation for
United States federal income tax purposes, created or
organized in or under the laws of the U.S. or any of its
political subdivisions;
o an estate the income of which is subject to United States
federal income taxation regardless of its source; and
o a trust if (a) a court within the United States is able to
exercise primary supervision over the administration of the
trust and one or more persons have the authority to control
all substantial decisions of the trust, or (b) the trust has a
valid election in effect under applicable Treasury Regulations
to be treated as a U.S. person.
If a partnership holds exchange notes, the tax treatment of a partner
will generally depend upon the status of the partner and upon the activities of
the partnership. If you are a partner in such a partnership, you should consult
your own tax advisor.
PAYMENTS OF INTEREST ON THE NOTES. Interest paid on an exchange note
generally will be taxable to a U.S. holder as ordinary interest income at the
time it accrues or is received in accordance with the U.S. holder's method of
accounting for United States federal income tax purposes. Under the "branch tax"
rules of the Code, it is possible that, notwithstanding that the Company is a
Panamanian corporation, some or all interest payable on the exchange notes may
be treated as United States source income for United States federal income tax
purposes.
We do not expect the exchange notes to be issued with original issue
discount. If, however, the exchange notes are issued with more than a de minimis
amount of original issue discount, then such original issue discount would be
treated for United States federal income tax purposes as accruing over the term
of the exchange notes as interest income to a U.S. holder. For these purposes, a
de minimis amount of original issue discount is an amount equal to 0.0025
multiplied by the stated redemption price at maturity and the number of complete
years to maturity from the issue date. If it is determined that the exchange
notes have original issue discount, in compliance with Treasury Regulations, we
will provide certain information to the IRS and U.S. holders that is relevant to
determining the amount of original issue discount in each accrual period.
Holders should consult their tax advisors regarding the consequences to them if
the exchange notes are issued with more than a de minimis amount of original
issue discount.
MARKET DISCOUNT. If a U.S. holder purchased an initial note at initial
issuance for an amount that is less than its issue price or purchased an initial
note after initial issuance but prior to this exchange offer for an amount that
was less than the stated principal amount of the note and in either case a DE
MINIMIS exception does not apply, the difference will be treated as market
discount. If a U.S. holder exchanges an initial note, with respect to which
there is market discount, for an exchange note pursuant to the exchange offer,
the market discount applicable to the initial note will carry over to the
exchange note so received. In that case, unless the U.S. holder makes an
election to include market discount in income as it accrues, any partial
principal payment on the exchange note, gain realized on the sale, exchange or
retirement of the exchange note and unrealized appreciation on some nontaxable
dispositions of the exchange note will be treated as ordinary income to the
extent of the market discount that has not been previously included in income
and that is treated as having accrued on the exchange note prior to the payment
or disposition. A U.S. holder also might be required to defer all or a portion
of the interest expense on any indebtedness incurred or continued to purchase or
carry the exchange note, unless the U.S. holder has made an election to include
the market discount in income as it accrues. Unless the U.S. holder elects to
treat market discount as accruing on a constant yield method, market discount
will be treated as accruing on a straight line basis over the term of the
exchange note. An election made to include market discount in income as it
accrues will apply to all debt instruments acquired by the U.S. holder on or
after the first day of the taxable year to which the election applies and may be
revoked only with the consent of the Internal Revenue Service.
BOND PREMIUM. If a U.S. holder purchased an initial note prior to this
exchange offer for an amount that is in excess of all amounts payable on the
initial note after the purchase date, other than payments of qualified stated
interest, the excess will be treated as bond premium. If a U.S. holder exchanges
an initial note, with respect to which there is bond premium, for an exchange
note pursuant to the exchange offer, the bond premium applicable to the initial
note will carry over to the exchange note so received. In general, a U.S. holder
may elect to amortize bond
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premium over the remaining term of the exchange note on a constant yield method.
The amount of bond premium allocable to any accrual period is offset against the
qualified stated interest allocable to the accrual period. If, following the
offset determination described in the immediately preceding sentence, there is
an excess allocable bond premium remaining, that excess may, in some
circumstances, be deducted. An election to amortize bond premium applies to all
taxable debt instruments held at the beginning of the first taxable year to
which the election applies and thereafter acquired by the U.S. holder and may be
revoked only with the consent of the Internal Revenue Service.
SALE, EXCHANGE, REDEMPTION AND OTHER DISPOSITION OF NOTES. You
generally will recognize gain or loss upon the sale, exchange, redemption,
retirement or other disposition of an exchange note measured by the difference
between (i) the amount of cash proceeds and the fair market value of any
property you receive (except to the extent attributable to accrued but unpaid
interest which, to the extent not previously taken into income, will generally
be taxable as ordinary income), and (ii) your adjusted tax basis in such
exchange note. A U.S. holder's tax basis in an exchange note will generally be
the U.S. holder's cost for the initial note that was exchanged for such exchange
note, increased by any accrued market discount previously included in income,
and decreased by any amortized bond premium. Subject to the discussion of market
discount above, gain or loss on the disposition of an exchange note will
generally be capital gain or loss and will be long-term gain or loss if such
exchange note has been held for more than one year at the time of such
disposition. As indicated above, a holder's holding period of an exchange note
will include such holder's holding period of the initial note exchanged for such
exchange note pursuant to the exchange offer. If the U.S. holder is a U.S.
resident (as defined in section 865 of the Code), gains realized upon
disposition of an exchange note by such U.S. holder generally will be U.S.
source income, and disposition losses generally will be allocated to reduce U.S.
source income. The deductibility of capital losses is subject to limitations.
NON-U.S. HOLDERS
The following is a summary of certain material U.S. federal tax
consequences that will apply to you if you are a non-U.S. holder of exchange
notes. The term "non-U.S. holder" means a beneficial owner of exchange notes
that is not a U.S. holder. Special rules may apply to certain non-U.S. holders
such as "controlled foreign corporations", "passive foreign investment
companies", "foreign personal holding companies", persons eligible for benefits
under income tax conventions to which the United States is a party and certain
U.S. expatriates. Non-U.S. holders should consult their own tax advisers to
determine the U.S. federal, state, local and other tax consequences that may be
relevant to them.
PAYMENTS OF INTEREST. Under the "branch tax" rules of the Code, it is
possible that, notwithstanding that the Company is a Panamanian corporation,
some or all interest payable on the exchange notes may be treated as United
States source income for United States federal income tax purposes. If any
interest paid on the exchange notes is determined to be United States source
income, the 30% United States federal withholding tax will not apply to any such
payment of interest to you on a note provided that:
o you do not actually or constructively own 10% or more of the
total combined voting power of all classes of our stock that
are entitled to vote within the meaning of section 871(h)(3)
of the Code;
o you are not a "controlled foreign corporation" that is related
to us within the meaning of section 864(d)(4) of the Code;
o you are not a bank whose receipt of interest on an exchange
note is described in section 881(c)(3)(A) of the Code; and
o you provide your name and address, and certify, under
penalties of perjury, that you are not a U.S. person (which
certification may be made on an IRS Form W-8BEN (or successor
form)) or (b) you hold your exchange notes through certain
foreign intermediaries, and you and the foreign intermediary
satisfy the certification requirements of applicable U.S.
Treasury regulations.
Special certification rules apply to non-U.S. holders that are
pass-through entities rather than corporations or individuals.
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If you cannot satisfy the requirements described above, payments of
interest will be subject to the 30% United States federal withholding tax,
unless you provide us with a properly executed (1) IRS Form W-8BEN (or successor
form) claiming an exemption from or reduction in withholding under the benefit
of any applicable tax treaty or (2) IRS Form W-8ECI (or successor form) stating
that interest paid on the exchange note is not subject to withholding tax
because it is effectively connected with your conduct of a trade or business in
the United States. If you are engaged in a trade or business in the United
States and interest on an exchange note is effectively connected with the
conduct of that trade or business, you will be subject to U.S. federal income
tax on that interest on a net income basis (although you will be exempt from the
30% withholding tax, provided you satisfy the certification requirements
described above) in the same manner as if you were a U.S. person as defined
under the Code, regardless of whether interest paid on the exchange notes is
determined to be United States source income or not. In addition, if you are a
foreign corporation, you may be subject to a branch profits tax equal to 30% (or
lower applicable treaty rate) of your earnings and profits for the taxable year,
subject to adjustments, that are effectively connected with your conduct of a
trade or business in the United States.
ISSUES RELEVANT TO U.S. HOLDERS AND NON-U.S. HOLDERS
INFORMATION REPORTING AND BACKUP WITHHOLDING. If you are a U.S. holder,
in general, information reporting requirements may apply to payments of interest
on the exchange notes and the proceeds of sale of an exchange note unless you
are an exempt recipient (such as a corporation). Backup withholding tax will
apply to such payments if you fail to provide your taxpayer identification
number or certification of foreign or other exempt status or fail to report in
full dividend and interest income.
If you are a non-U.S. holder, in general, you will not be subject to
backup withholding and information reporting with respect to payments that we
make to you provided that we do not have actual knowledge or reason to know that
you are a U.S. person and you have given us the statement described above under
"--Non-U.S. holders--Payments of Interest." In addition, you will not be subject
to backup withholding or information reporting with respect to the proceeds of
the sale of an exchange note within the United States or conducted through
certain U.S.-related financial intermediaries, if the payor receives the
statement described above and does not have actual knowledge or reason to know
that you are a U.S. person, as defined under the Code, or you otherwise
establish an exemption. However, we may be required to report annually to the
IRS and to you the amount of, and the tax withheld respect to, any interest paid
to you, regardless of whether any tax was actually withheld. Copies of these
information returns may also be made available under the provisions of a
specific treaty or agreement to the tax authorities of the country in which the
non-U.S. holder resides.
Any amounts withheld under the backup withholding rules will be allowed
as a refund or a credit against your U.S. federal income tax liability provided
the required information is furnished timely to the IRS.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE DOES
NOT ADDRESS ALL THE U.S. FEDERAL INCOME TAX CONSEQUENCES THAT MAY BE APPLICABLE
TO A HOLDER OF EXCHANGE NOTES AND MAY NOT BE APPLICABLE DEPENDING UPON YOUR
PARTICULAR SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO
THE TAX CONSEQUENCES TO YOU OF PARTICIPATING IN THE EXCHANGE OFFER AND THE
OWNERSHIP AND DISPOSITION OF EXCHANGE NOTES INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
UNITED STATES OR OTHER TAX LAWS.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of exchange notes received in
exchange for initial notes where such initial notes were acquired as a result of
market-making activities or other trading activities. We and Carnival plc have
agreed that, for a period of 90 days after the expiration of this exchange
offer, we will make this prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such resale.
We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the exchange notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related
to-such prevailing market prices or negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such exchange notes. Any broker-dealer
that resells exchange notes that were received by it for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of such exchange notes may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of exchange
notes and any commission or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The letter of
transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For a period of 90 days after the expiration of this exchange offer, we
will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer other than commissions or concessions of any brokers or dealers
and will indemnify the holders of the securities (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.
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LEGAL MATTERS
The validity of the exchange notes has been passed upon for Carnival
Corporation by Paul, Weiss, Rifkind, Wharton & Garrison LLP. Freshfields
Bruckhaus Deringer has passed upon certain matters with respect to the laws of
England and Wales. Dickinson Cruickshank & Co. has passed upon the validity of
the guarantee offered by this prospectus by Carnival plc. Certain matters with
respect to Panamanian law have been passed upon for Carnival Corporation by
Tapia Linares y Alfaro.
James M. Dubin and John J. O'Neil, partners of Paul, Weiss, Rifkind,
Wharton & Garrison LLP, are the sole securityholders of various corporations
which act as trustees or protectors of various trusts established for the
benefit of members of the Arison family and charitable trusts. In these
capacities, Messrs. Dubin and O'Neil had, as of February 23, 2004, shared voting
or dispositive rights over approximately 23% of Carnival Corporation's
outstanding common stock, representing approximately 18% of the total voting
power of Carnival Corporation & plc. Paul, Weiss, Rifkind, Wharton & Garrison
LLP also serves as counsel to Micky Arison, who is the chairman and chief
executive officer of us and Carnival plc and other Arison family members and
trusts.
EXPERTS
The consolidated financial statements of Carnival Corporation & plc
incorporated in this prospectus by reference to Carnival Corporation & plc's
joint Annual Report on Form 10-K for the fiscal year ended November 30, 2003
have been incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.
The consolidated financial statements of Carnival plc, formerly known
as P&O Princess Cruises plc, as of December 31, 2002 and 2001, and for each of
the years in the three year period ended December 31, 2002 have been
incorporated by reference here in reliance on the report of KPMG Audit Plc,
chartered accountants and registered auditor, incorporated by reference herein
and upon the authority of said firm as experts in auditing and accounting. The
audit report covering the December 31, 2002 financial statements refers to the
adoption of FRS 19 Deferred Tax.
WHERE YOU CAN FIND MORE INFORMATION
Carnival Corporation and Carnival plc are required to comply with the
reporting requirements of the Securities Exchange Act of 1934 and, in accordance
with those requirements, each of Carnival Corporation and Carnival plc file
combined reports, proxy statements and other information with the SEC. We have
also filed with the Commission a registration statement on Form S-4 to register
the exchange notes. This prospectus, which forms part of the registration
statement, does not contain all of the information included in that registration
statement. For further information about us and the exchange notes offered in
this prospectus, you should refer to the registration statement and its
exhibits. You can inspect and copy these reports, proxy statements and other
information at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-732-0330. In addition, the SEC
maintains a website (www.sec.gov) that contains the reports, proxy statements
and other information that Carnival Corporation and Carnival plc have filed or
will file. Material that Carnival Corporation and Carnival plc have filed may
also be inspected at the library of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
Anyone who receives a copy of this prospectus may obtain a copy of the
indenture and supplemental indenture without charge by writing: Carnival
Corporation, 3655 N.W. 87th Avenue, Miami, Florida, 33178-2428, Attention:
Corporate Secretary.
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CARNIVAL CORPORATION
EXCHANGE OFFER FOR ITS $550,000,000
3 3/4% SENIOR NOTES DUE 2007
__________________________
PROSPECTUS
April 7, 2004
__________________________
No person has been authorized to give any information or to make any
representation other than those contained in this prospectus, and, if given or
made, any information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
these securities in any circumstances in which this offer or solicitation is
unlawful. Neither the delivery of this prospectus nor any sale made under this
prospectus shall, under any circumstances, create any implication that there has
been no change in the affairs of Carnival Corporation since the date of this
prospectus or that the information contained in this prospectus is correct as of
any time subsequent to its date. We will update the information contained in
this prospectus to the extent required by law during such time as this
prospectus is required to be in use.
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