SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2003
Carnival Corporation Carnival plc
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(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
Republic of Panama England and Wales
--------------------------- ----------------------------
(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
1-9610 1-15136
---------------------------- ----------------------------
(Commission File Number) (Commission File Number)
59-1562976 None
--------------------------- ----------------------------
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
3655 N.W. 87th Avenue Carnival House, 5 Gainsford Street,
Miami, Florida 33178-2428 London SE1 2NE, England
------------------------------- ------------------------------
(Address of principal executive (Address of principal executive
offices) offices)
(zip code) (zip code)
(305) 599-2600 011 44 20 7940 5381
-------------------------------- --------------------------------
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
None None
------------------------------- --------------------------------
(Former name and former address, (Former name and former address,
if changed since last report) if changed since last report)
Item 12. Results of Operations and Financial Condition.
------------------------------------------------------
On September 18, 2003 Carnival Corporation & plc issued a press release
entitled "Carnival Corporation & plc Reports Third Quarter Earnings," which is
set forth below.
All the information contained in this Item 12 is being furnished solely for
informational purposes and Carnival Corporation and Carnival plc do not intend
for any of this information to be incorporated by reference into filings under
the Securities Act of 1933 or the Securities Exchange Act of 1934.
---------------------Press Release, dated September 18, 2003--------------------
FOR IMMEDIATE RELEASE
---------------------
CARNIVAL CORPORATION & PLC REPORTS THIRD QUARTER EARNINGS
---------------------------------------------------------
MIAMI (09/18/03) -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK)
reported net income of $734.3 million ($0.90 Diluted EPS) on revenues of $2.52
billion for its third quarter ended August 31, 2003, compared to net income of
$500.8 million ($0.85 Diluted EPS) on revenues of $1.44 billion for the same
quarter in 2002.
Net income for the nine months ended August 31, 2003 was $988.9 million
($1.42 Diluted EPS) on revenues of $4.90 billion, compared to net income of
$824.6 million ($1.40 Diluted EPS) on revenues of $3.34 billion for the same
period in 2002.
Earnings per share for the third quarter and nine months of 2003 were
reduced by $0.02 and $0.01, respectively, due to the dilutive impact of the
company's zero-coupon convertible notes, which became convertible for the first
time at the end of the third quarter of 2003. In addition, earnings for last
year's third quarter were higher by $14 million resulting from a nonrecurring
$34 million income tax benefit from the company's Costa Cruise operations, net
of a $20 million impairment charge.
Carnival Corporation and P&O Princess entered into a dual listed company
("DLC") structure on April 17, 2003, which effectively made Carnival Corporation
and P&O Princess a single economic entity ("Carnival Corporation & plc" or the
"company"). Also on that date, P&O Princess changed its name to Carnival plc.
For reporting purposes, Carnival Corporation has accounted for the DLC
transaction as an acquisition of Carnival plc. Consolidated financial results
for the company for the third quarter of 2003 include the results of Carnival
Corporation and Carnival plc for the entire quarter. The nine month results
include Carnival Corporation for the entire period and Carnival plc from April
17, 2003.
Consolidated revenues for the third quarter of 2003 increased by $1.08
billion compared to the third quarter of 2002 primarily due to the inclusion of
$909 million of Carnival plc revenues and a 19.6 percent increase in Carnival
Corporation standalone capacity, partially offset by lower cruise ticket prices.
Operating costs and selling, general and administrative expenses increased by
$706 million compared to the third quarter of 2002. Approximately $584 million
of the increase was due to the inclusion of Carnival plc, and the remainder was
primarily due to increased capacity.
In the cruise industry, most companies, including Carnival Corporation &
plc, generally consider net revenue yields and net cruise costs (net operating
costs and selling, general and administrative expenses) per available lower
berth day to be the most meaningful measures of operating performance. Given
that the company's reported results for 2003 include the results of Carnival plc
for only a portion of this year and none of last year, the company believes that
the most meaningful presentation of these measures is on a pro forma basis,
which reflects the results of both Carnival Corporation and Carnival plc for the
entirety of both periods. The company has also presented these measures on a
gross and as reported basis.
PRO FORMA RESULTS
-----------------
Pro forma net revenue yields for the third quarter of 2003 declined 3.4
percent compared to the prior year, which was better than the company's previous
guidance in June of a decrease of between 4 and 6 percent as pricing for the
summer season recovered more quickly than expected. Pro forma gross revenue
yields declined 4.2 percent. Pro forma yields declined primarily because of
lower cruise ticket prices.
Pro forma net cruise costs per available lower berth day for the third
quarter of 2003 were down slightly compared to the same period last year and in
line with the company's previous guidance. Pro forma gross cruise costs per
available lower berth day decreased 2.7 percent compared to the prior year.
During the third quarter of 2003, the company realized some synergies from the
DLC combination, as well as scale benefits of its 2003 capacity increase, which
offset higher fuel and insurance costs.
REPORTED RESULTS
----------------
Reported net revenue yields declined 5.2 percent for the third quarter of
2003 compared to the same quarter of 2002. Reported gross revenue yields
declined 3.3 percent. The decline in reported yields was primarily due to lower
cruise ticket prices and the inclusion in 2003 of the lower overall yield of the
Carnival plc brands. Net cruise costs per available lower berth day increased
1.3 percent (2.7 percent gross) compared to the third quarter of 2002 primarily
because of the higher operating costs of the Carnival plc brands.
"We were very encouraged by the strong rebound of our business shortly
after the conclusion of the Iraqi war, although cruise ticket pricing during
this year's third quarter was somewhat lower than last year. This robust demand
for cruise vacations significantly benefited all our brands during our important
summer season and led to results that exceeded our prior expectations," said
Carnival Corporation & plc chairman and CEO Micky Arison.
Arison added that "the difficult environment that the leisure industry has
experienced during 2003 is virtually unprecedented. For the company to have
earned nearly three-quarters-of-a-billion dollars in the third quarter alone,
speaks volumes about the power of our global brands and the ability of their
managements to perform during challenging times."
Arison also pointed out that the company is well into the process of
optimizing cost savings and has already launched several new initiatives to
improve asset utilization in its effort to achieve higher returns. Last quarter,
the company announced that Carnival Cruise Lines' 1,486-passenger Jubilee will
be transferred to P&O Cruises Australia in the fall of 2004 and be renamed
Pacific Sun, doubling this brand's capacity. Earlier this month, the company
announced that it will consolidate its German cruise operations, transferring
the 1,590-passenger A'ROSA Blu to its AIDA brand in summer 2004. The company
also entered into a non-binding letter of intent to sell the A'ROSA brand name
and the A'ROSA riverboats. With the transfer of the A'ROSA Blu, Carnival
Corporation & plc will have two distinct brands, AIDA and Costa Kreuzfahrten,
operating five vessels catering exclusively to German-speaking passengers.
The company launched four new ships during the third quarter of 2003. Costa
Cruises' new 2,114-passenger Costa Mediterranea was introduced in Europe on June
16, 2003. In North America, Princess Cruises' 1,970-passenger Island Princess
entered service in Alaska on July 12, 2003, while Carnival Cruise Lines' new
2,974-passenger Carnival Glory began sailing July 14, 2003 from Port Canaveral,
Fla. Finally, Holland America's 1,848-passenger Oosterdam, the second vessel of
the line's Vista-class series, entered service August 3, 2003 with a series of
European cruises.
FOURTH QUARTER OUTLOOK
----------------------
Booking volumes for sailings during the remainder of 2003 have remained
strong and continue to run ahead of the prior year on a capacity adjusted basis
although, naturally, down from the peak levels experienced mid-summer. As a
result, occupancies for sailings in the fourth quarter of 2003, which had fallen
significantly behind during the Iraqi war, have now almost returned to last
year's levels. Pricing continues to be a challenge, especially during the
seasonally weak fourth quarter, and the company continues to expect fourth
quarter 2003 net revenue yields on a pro forma basis to be down 4 to 6 percent
compared to last year. The booking curve continues to remain very close to
sailing and, accordingly, the forecasting of future results, as has been the
case in recent quarters, is less predictable than prior years.
Net cruise costs (excluding fuel costs) per available lower berth day on a
pro forma basis in the fourth quarter 2003 are expected to be down slightly
compared to the prior year as the company continues to realize the synergies
from the DLC combination, despite the expected increasing introductory costs
relating to the delivery of the Queen Mary 2 in the first quarter of fiscal
2004. Based on these estimates, the company continues to expect earnings per
share for the fourth quarter to be in a range of $0.24 to $0.28.
The company has scheduled a conference call with analysts at 10 a.m. EDT
(15.00 London time) today to discuss its 2003 third quarter earnings. This call
can be listened to live, and additional information can be obtained, via
Carnival Corporation & plc's Web sites at www.carnivalcorp.com and
www.carnivalplc.com.
For additional quarterly and annual pro forma data for Carnival Corporation
& plc please refer to the joint Current Report on Form 8-K to be filed on
September 18, 2003 with the SEC. This document can also be viewed on the
company's Web sites at www.carnivalcorp.com and www.carnivalplc.com. A copy of
the joint Current Report will be available shortly at the UKLA Document Viewing
Facility of the Financial Services Authority at 25 The North Colonnade, London
E14 5HS.
Carnival Corporation & plc is the largest cruise vacation group in the
world, with a portfolio of 13 cruise brands in North America, Europe and
Australia, comprised of Carnival Cruise Lines, Princess Cruises, Holland America
Line, Costa Cruises, P&O Cruises, Cunard Line, Windstar Cruises, Seabourn Cruise
Line, Ocean Village, Swan Hellenic, AIDA, A'ROSA, and P&O Cruises Australia.
Together, these brands operate 70 ships totaling more than 110,800 lower
berths with 13 new ships scheduled for delivery between now and mid-2006.
Carnival Corporation & plc also operates three riverboats on Europe's Danube
River and the leading tour companies in Alaska and the Canadian Yukon, Holland
America Tours and Princess Tours. Traded on both the New York and London Stock
Exchanges, Carnival Corporation & plc is the only group in the world to be
included in both the S&P 500 and the FTSE 100 indices.
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
-----------------------------------------------------------------
Some of the statements contained in this earnings release are "forward-looking
statements" that involve risks, uncertainties and assumptions with respect to
Carnival Corporation & plc, including some statements concerning future results,
plans, outlook, goals and other events which have not yet occurred. You can find
many, but not all, of these statements by looking for words like "will," "may,"
"believes," "expects," "anticipates," "forecast," "future," "intends," "plans,"
and "estimates" and for similar expressions. Because forward-looking statements,
including those which may impact the forecasting of earnings per share, net
revenue yields, booking levels, pricing, occupancy, operating, financing and tax
costs, costs per available lower berth day, estimates of ship depreciable lives
and residual values or business prospects, involve risks and uncertainties,
there are many factors that could cause Carnival Corporation & plc's actual
results, performance or achievements to differ materially from those expressed
or implied in this announcement. These factors include, but are not limited to,
the following: achievement of expected benefits from the DLC transaction; risks
associated with the DLC structure; risks associated with the uncertainty of the
tax status of the DLC structure; general economic and business conditions, which
may impact levels of disposable income of consumers and the net revenue yields
for cruise brands of Carnival Corporation & plc; conditions in the cruise and
land-based vacation industries, including competition from other cruise ship
operators and providers of other vacation alternatives and increases in capacity
offered by cruise ship and land-based vacation alternatives; the impact of
operating internationally; the international political and economic climate,
armed conflicts, terrorist attacks, availability of air service and other world
events and adverse publicity and their impact on the demand for cruises;
accidents and other incidents at sea affecting the health, safety, security and
vacation satisfaction of passengers; the ability of Carnival Corporation & plc
to implement its shipbuilding programs and brand strategies and to continue to
expand its businesses worldwide; the ability of Carnival Corporation & plc to
attract and retain shipboard crew and maintain good relations with employee
unions; the ability to obtain financing on terms that are favorable or
consistent with Carnival Corporation & plc's expectations; the impact of changes
in operating and financing costs, including changes in foreign currency and
interest rates and fuel, food, insurance and security costs; changes in the tax,
environmental, health, safety, security and other regulatory regimes under which
Carnival Corporation & plc operates; continued availability of attractive port
destinations; the ability to successfully implement cost improvement plans and
to integrate business acquisitions; continuing financial viability of Carnival
Corporation & plc's travel agent distribution system; weather patterns or
natural disasters; and the ability of a small group of shareholders effectively
to control the outcome of shareholder voting.
Forward-looking statements should not be relied upon as a prediction of actual
results. Subject to any continuing obligations under applicable law or any
relevant listing rules, Carnival Corporation & plc expressly disclaims any
obligation to disseminate, after the date of this announcement, any updates or
revisions to any such forward-looking statements to reflect any change in
expectations or events, conditions or circumstances on which any such statements
are based.
MEDIA CONTACTS: INVESTOR RELATIONS CONTACTS:
US US/UK
Carnival Corporation & plc Carnival Corporation & plc
Tim Gallagher Beth Roberts
1 305 599 2600, ext. 16000 1 305 406 4832
UK UK
Brunswick Group Bronwen Griffiths
Sophie Fitton 44 (0) 23 8052 5231
44 (0) 20 7404 5959
2003 Third Quarter Earnings -
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
August 31, August 31,
-------------------------- --------------------------
2003 (1) 2002 (2) 2003 (1) 2002 (2)
----------- ----------- ----------- -----------
(in thousands, (in thousands,
except earnings per share) except earnings per share)
Revenues
Cruise
Passenger tickets $ 1,863,185 $ 1,089,331 $ 3,671,039 $ 2,552,846
Onboard and other 466,468 252,782 1,003,125 665,635
Other 194,087 98,474 227,087 125,546
----------- ----------- ----------- -----------
2,523,740 1,440,587 4,901,251 3,344,027
----------- ----------- ----------- -----------
Costs and Expenses
Operating
Cruise
Passenger tickets 361,268 197,426 747,323 508,569
Onboard and other 82,531 35,891 154,806 85,335
Payroll and related 218,277 116,497 520,009 339,730
Food 118,165 68,691 275,636 189,456
Other ship operating 368,697 199,657 864,360 527,398
Other 130,707 67,506 164,932 96,530
----------- ----------- ----------- -----------
Total operating 1,279,645 685,668 2,727,066 1,747,018
Selling and administrative 259,582 147,407 648,312 440,931
Depreciation and amortization 175,782 99,088 416,990 281,431
Impairment charge -- 20,000 -- 20,000
----------- ----------- ----------- -----------
1,715,009 952,163 3,792,368 2,489,380
----------- ----------- ----------- -----------
Operating Income 808,731 488,424 1,108,883 854,647
Nonoperating (Expense) Income
Interest income 6,717 10,627 20,042 25,168
Interest expense, net of capitalized interest (57,754) (28,839) (128,660) (86,431)
Other income (expense), net 4,934 1,879 8,506 (5,251)
----------- ----------- ----------- -----------
(46,103) (16,333) (100,112) (66,514)
----------- ----------- ----------- -----------
Income Before Income Taxes 762,628 472,091 1,008,771 788,133
Income Tax (Expense) Benefit, Net (28,367) 28,673 (19,836) 36,472
----------- ----------- ----------- -----------
Net Income $ 734,261 $ 500,764 $ 988,935 $ 824,605
=========== =========== =========== ===========
Earnings Per Share
Basic $ 0.92 $ 0.85 $ 1.43 $ 1.41
=========== =========== =========== ===========
Diluted $ 0.90 $ 0.85 $ 1.42 $ 1.40
=========== =========== =========== ===========
Weighted-Average Shares Outstanding - Basic 797,015 586,672 690,949 586,496
Weighted-Average Shares Outstanding - Diluted 818,191 587,917 698,696 588,117
(1) Commencing on April 17, 2003, the company's consolidated statements of
operations include Carnival plc's results of operations.
(2) Reclassifications have been made to certain 2002 amounts to conform to the
current period presentation.
(3) Includes a $34 million nonrecurring income tax benefit from Costa Cruises
resulting from an Italian investment tax law.
2003 Third Quarter Earnings -
CARNIVAL CORPORATION & PLC
SELECTED STATISTICAL AND SEGMENT INFORMATION
Three Months Ended Nine Months Ended
August 31, August 31,
------------------------------- -------------------------------
2003 (1) 2002 (2) 2003 (1) 2002 (2)
----------- ----------- ----------- -----------
(in thousands) (in thousands)
STATISTICAL INFORMATION
Passengers carried 1,629 1,036 3,769 2,640
Available lower berth days 9,915 5,524 23,381 15,842
Occupancy percentage 109.8% 113.7% 104.4% 106.3%
SEGMENT INFORMATION
Revenues
Cruise $ 2,329,653 $ 1,342,113 $ 4,674,164 $ 3,218,481
Other (3) 257,332 125,407 303,125 158,902
Intersegment elimination (63,245) (26,933) (76,038) (33,356)
----------- ----------- ----------- -----------
$ 2,523,740 $ 1,440,587 $ 4,901,251 $ 3,344,027
=========== =========== =========== ===========
Operating expenses
Cruise $ 1,148,938 $ 618,162 $ 2,562,134 $ 1,650,488
Other (3) 193,952 94,439 240,970 129,886
Intersegment elimination (63,245) (26,933) (76,038) (33,356)
----------- ----------- ----------- -----------
$ 1,279,645 $ 685,668 $ 2,727,066 $ 1,747,018
=========== =========== =========== ===========
Selling and administrative expenses
Cruise $ 249,522 $ 140,249 $ 622,438 $ 419,102
10,060 7,158 25,874 21,829
----------- ----------- ----------- -----------
$ 259,582 $ 147,407 $ 648,312 $ 440,931
=========== =========== =========== ===========
Operating income (loss)
Cruise, excluding impairment charge $ 763,353 $ 489,866 $ 1,085,236 $ 876,468
Cruise - impairment charge -- (20,000) -- (20,000)
Other 45,378 18,558 23,647 (1,821)
----------- ----------- ----------- -----------
$ 808,731 $ 488,424 $ 1,108,883 $ 854,647
=========== =========== =========== ===========
(1) Commencing on April 17, 2003, the company's statistical and segment
information include Carnival plc's data.
(2) Reclassifications have been made to certain 2002 amounts to conform to the
current period presentation.
(3) Other includes the company's tour operations (Holland America Tours and
Princess Tours) and its business-to-business travel agency (P&O Travel
Ltd.).
2003 Third Quarter Earnings -
CARNIVAL CORPORATION & PLC
HISTORICAL GAAP RECONCILING INFORMATION
Gross and net revenue yields were computed as follows (1):
Three Months Ended
August 31,
----------------------------
2003 2002
----------- -----------
(in thousands, except yields)
Cruise revenues
Passenger tickets $ 1,863,185 $ 1,089,331
Onboard and other 466,468 252,782
----------- -----------
Gross cruise revenues 2,329,653 1,342,113
Less cruise costs
Passenger tickets (361,268) (197,426)
Onboard and other (82,531) (35,891)
----------- -----------
Net cruise revenues $ 1,885,854 $ 1,108,796
=========== ===========
Available lower berth days ("ALBDs") (2)
9,915 5,524
=========== ===========
Gross revenue yields (3) $ 234.96 $ 242.96
=========== ===========
Net revenue yields (4) $ 190.20 $ 200.72
=========== ===========
Gross and net cruise costs per ALBD were computed as follows (1):
Three Months Ended
August 31,
---------------------------
2003 2002
----------- -----------
(in thousands, except costs per ALBD)
Cruise operating expenses $ 1,148,938 $ 618,162
Cruise selling and administrative expenses 249,522 140,249
----------- -----------
Gross cruise costs 1,398,460 758,411
Less cruise costs
Passenger tickets (361,268) (197,426)
Onboard and other (82,531) (35,891)
----------- -----------
Net cruise costs $ 954,661 $ 525,094
=========== ===========
ALBDs 9,915 5,524
=========== ===========
Gross cruise costs per ALBD (5) $ 141.04 $ 137.29
=========== ===========
Net cruise costs per ALBD (6) $ 96.28 $ 95.06
=========== ===========
2003 Third Quarter Earnings -
CARNIVAL CORPORATION & PLC
PRO FORMA GAAP RECONCILING INFORMATION
Pro forma gross and net revenue yields, assuming that the DLC transaction was
completed and Carnival plc was consolidated for the entire 2002 period, would
have been computed as follows (1) (7):
Three Months Ended
August 31,
-------------------------------
2003 2002
----------- -----------
(in thousands, except yields)
Cruise revenues
Passenger tickets $ 1,863,185 $ 1,674,519
Onboard and other 466,468 380,515
----------- -----------
Gross cruise revenues 2,329,653 2,055,034
Less cruise costs
Passenger tickets (361,268) (339,224)
Onboard and other (82,531) (66,838)
----------- -----------
Net cruise revenues $ 1,885,854 $ 1,648,972
=========== ===========
ALBDs (2) 9,915 8,375
=========== ===========
Gross revenue yields (3) $ 234.96 $ 245.38
=========== ===========
Net revenue yields (4) $ 190.20 $ 196.89
=========== ===========
Pro forma gross and net cruise costs per ALBD would have been computed as
follows (1) (7):
Three Months Ended
August 31,
---------------------------
2003 2002
----------- -----------
(in thousands, except costs per ALBD)
Cruise operating expenses $ 1,148,938 $ 989,030
Cruise selling and administrative expenses 249,522 225,310
----------- -----------
Gross cruise costs 1,398,460 1,214,340
Less cruise costs
Passenger tickets (361,268) (339,224)
Onboard and other (82,531) (66,838)
----------- -----------
Net cruise costs $ 954,661 $ 808,278
=========== ===========
ALBDs 9,915 8,375
=========== ===========
Gross cruise costs per ALBD (5) $ 141.04 $ 145.00
=========== ===========
Net cruise costs per ALBD (6) $ 96.28 $ 96.51
=========== ===========
2003 Third Quarter Earnings -
NOTES TO HISTORICAL AND PRO FORMA GAAP RECONCILING INFORMATION
(1) Carnival Corporation & plc uses net cruise revenue per available lower berth
day ("net revenue yields"), and net cruise costs per available lower berth day
as significant non-GAAP financial measures of its cruise segment financial
performance. Carnival Corporation & plc believes that net revenue yields are
commonly used in the cruise industry to measure a company's pricing performance.
This measure is also used for revenue management purposes. In calculating net
revenue yields, the company uses net cruise revenues rather than gross cruise
revenues. Carnival Corporation & plc believes that "net cruise revenues" is a
more meaningful measure in determining revenue yield than gross cruise revenues
because it reflects the cruise revenues received by the company net of its most
significant variable costs (travel agent commissions, cost of air transportation
and certain other variable direct costs associated with onboard revenues).
Substantially all of the remaining cruise costs are largely fixed once the
company's ship capacity levels have been determined.
Net cruise costs per available lower berth day are the most significant measure
used by the company to monitor its ability to control costs. In calculating this
measure, the company deducts the same variable costs as described above, which
are included in the calculation of net revenues. This is done to avoid
duplicating these variable costs in the non-GAAP financial measures described
above because these variable costs are directly associated with the revenues
earned by the company.
(2) Represents the total passenger capacity for the period, assuming two
passengers per cabin, that the company offers for sale, which is computed by
multiplying passenger capacity by revenue-producing ship operating days in the
period.
(3) Represent gross cruise revenues divided by ALBDs.
(4) Represent net cruise revenues divided by ALBDs.
(5) Represent gross cruise costs divided by ALBDs.
(6) Represent net cruise costs divided by ALBDs.
(7) The pro forma information gives pro forma effect to the DLC transaction
between Carnival Corporation and Carnival plc, which was completed on April 17,
2003. Management has prepared the pro forma information based upon the
companies' historical financial information and, accordingly, the above
information should be read in conjunction with the companies' historical
financial statements, as well as pro forma information included in the
companies' joint Current Reports on Form 8-K filed on May 29, 2003 and to be
filed on September 18, 2003.
The DLC transaction has been accounted for as an acquisition of Carnival
plc by Carnival Corporation, using the purchase method of accounting. The
Carnival plc accounting policies have been conformed to Carnival Corporation's
policies. Carnival plc's reporting period has been changed to the Carnival
Corporation reporting period and the information presented above covers the same
periods of time for both companies.
The above pro forma information has been prepared as if the DLC transaction
had occurred on December 1, 2001 and has not been adjusted to reflect any net
transaction benefits. In addition, it excludes the costs related to the
terminated Royal Caribbean transaction and the completion of the DLC transaction
with Carnival Corporation, which were expensed by Carnival plc prior to April
17, 2003. Finally, the pro forma information does not purport to represent what
the results of operations actually could have been if the DLC transaction had
occurred on December 1, 2001 or what those results will be for any future
periods.
(8) In this earnings release, Carnival Corporation & plc has not provided future
gross revenue yields or gross cruise costs per available lower berth day because
it is unable to provide reconciliations of forecasted net cruise revenues to
forecasted gross cruise revenues or forecasted net cruise costs to forecasted
cruise operating expenses without unreasonable effort. The reconciliations would
require Carnival Corporation & plc to forecast, with reasonable accuracy, the
amount of air and other transportation costs that its forecasted cruise
passengers would elect to purchase from the company (the "air/sea mix"). Since
the forecasting of future air/sea mix involves several significant variables and
the revenues from the sale of air and other transportation approximate the costs
of providing that transportation, management focuses primarily on forecasts of
net cruise revenues and costs rather than gross cruise revenues and costs. This
does not impact, in any material respect, the company's ability to forecast its
future results, as any variation in the air/sea mix has no material impact on
the company's forecasted net cruise revenues or forecasted net cruise costs.
###
--------------------End Press Release, dated September 18, 2003----------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARNIVAL CORPORATION CARNIVAL PLC
By: /s/ Gerald R. Cahill By: /s/ Gerald R. Cahill
------------------------------ -----------------------------
Name: Gerald R. Cahill Name: Gerald R. Cahill
Title: Senior Vice President-Finance Title: Senior Vice President-Finance
and Chief Financial and and Chief Financial and
Accounting Officer Accounting Officer
Date: September 18, 2003 Date: September 18, 2003