SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2002
CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)
Republic of Panama 1-9610 59-1562976
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3655 N.W. 87th Avenue, Miami, Florida 33178-2428
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (305) 599-2600
Item 5. Other Events.
On December 19, 2002, Carnival Corporation issued a press release
entitled "Carnival Corporation Reports Fourth Quarter And Record Full Year
Earnings Per Share" attached hereto as Exhibit 99.1. The press release is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
The Exhibit 99.1 press release entitled "Carnival Corporation Reports
Fourth Quarter And Record Full Year Earnings Per Share" dated December 19,
2002 is hereby incorporated by reference.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 19, 2002
CARNIVAL CORPORATION
By: /s/ Gerald R. Cahill
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Name: Gerald R. Cahill
Title: Senior Vice President-Finance
and Chief Financial and
Accounting Officer
Exhibit List
Exhibit Description
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99.1 Press release entitled "Carnival Corporation Reports
Fourth Quarter And Record Full Year Earnings Per Share"
dated December 19, 2002.
CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE
CARNIVAL CORPORATION REPORTS
FOURTH QUARTER AND RECORD FULL YEAR EARNINGS PER SHARE
MIAMI (12/19/02) - Carnival Corporation (NYSE:CCL) reported net income
of $191.3 million ($0.33 Diluted EPS) on revenues of $1.04 billion for its
fourth quarter ended November 30, 2002, compared to net income of $116.3
million ($0.20 Diluted EPS) on revenues of $959.1 million for the same
quarter in 2001. Earnings for the fourth quarter of 2002 included a $17
million income tax benefit from the company's Costa Cruises operation
resulting from a new Italian investment incentive law, which was partially
offset by a $5 million reduction in earnings from cancelled cruises.
Earnings for the fourth quarter of 2001 included an impairment charge of $39
million, partially offset by an income tax benefit at Costa of $6 million.
Net income for the year ended November 30, 2002 was $1.02 billion
($1.73 Diluted EPS) on revenues of $4.37 billion, compared to net income of
$926.2 million ($1.58 Diluted EPS) on revenues of $4.54 billion for the same
period in 2001.
Revenues for the fourth quarter of 2002 were 8.0 percent higher than
last year primarily because of an increase in cruise capacity of 7.9 percent
and an increase in net revenue yield, which was partially offset by a
significant decline in the number of guests purchasing air transportation
from the company. Net revenue yield (net revenue per available berth day
after deducting the cost of air transportation and travel agent commissions)
increased by 2.6 percent compared to the 2001 fourth quarter.
Also impacting fourth quarter earnings was a 0.7 percent increase in
the company's cost per available berth day (excluding the cost of air
transportation and travel agent commissions) primarily due to higher fuel
costs. Excluding fuel costs, fourth quarter cost per available berth day
declined 0.9 percent year over year.
Commenting on fourth quarter 2002 results, Carnival Corporation
Chairman and CEO Micky Arison said he was encouraged that this was the
fourth consecutive quarter of year over year earnings growth since the
events of September 11. "While 2002 was a challenging year for all leisure
companies, we were able to report record earnings per share of $1.73,
reflecting the company's resiliency in withstanding worldwide geopolitical
events," Arison said.
During the fourth quarter of 2002, Carnival Cruise Lines launched the
new 2,974-passenger Carnival Conquest from New Orleans, the largest cruise
ship ever constructed by Carnival, which is based year-round at that port.
Carnival's new 2,124-passenger Carnival Legend, which entered service in
August 2002, began an eight-day Caribbean cruise program on Nov. 10 from
Fort Lauderdale, Fla. Also in November, Holland America Line took delivery
of the 1,848-passenger Zuiderdam, the first ship in its new Vista-class
series, which offers about 85 percent of its cabins with ocean views, of
which approximately 80 percent have balconies.
Looking to 2003, Arison noted advance booking occupancy levels and
prices, on a cumulative basis, for fiscal 2003 are up slightly compared to
last year's levels at this time. However, booking levels have slowed
recently, which may have been partially caused by the recent media attention
focused on stomach flu on cruise ships. Historically, widespread adverse
media coverage on cruise industry issues has had a temporary negative effect
on booking trends.
The expected increase in capacity in the first quarter of 2003 has been
reduced from 15.5 percent to 14.9 percent due to cancelled cruises. Based
on bookings to date, the company expects that net revenue yield for the
first quarter of 2003 will be up approximately 1 to 3 percent compared to
last year. In addition, operating cost per available berth day in the first
quarter of 2003 is expected to increase approximately 4 to 6 percent year
over year based primarily on significantly higher fuel costs and a
significant increase in marketing costs associated with an expected 17.5
percent capacity increase in 2003. Both Carnival Cruise Lines' and Holland
America Line's new advertising campaigns will appear in the first quarter of
2003. For the full year 2003, cost per available berth day is expected to
continue at this higher level through the first half of the year and is
projected to be flat to down slightly for the second half of the year as
compared to 2002.
Separately, on October 4, 2002, the Federal Trade Commission announced
the clearance of the proposed combination of Carnival and P&O Princess.
Following this announcement, P&O Princess entered into talks with Carnival,
and Carnival subsequently announced the terms of a pre-conditional proposal
to enter into a dual listed company ("DLC") structure with P&O Princess.
The pre-conditions to this proposal include the recommendation of the board
of P&O Princess by no later than January 10, 2003. If the P&O Princess
board recommends the proposal, the DLC transaction would be subject to
approval by both Carnival and P&O Princess shareholders and would be
expected to close in late first quarter or early second quarter of 2003.
Carnival has scheduled a conference call with analysts at 10 a.m. today
to discuss its fourth quarter and full year earnings. This call can be
listened to live at the company's Web site at www.carnivalcorp.com.
Carnival Corporation is comprised of Carnival Cruise Lines, the world's
largest cruise line based on passengers carried, Holland America Line, Costa
Cruises, Cunard Line, Seabourn Cruise Line and Windstar Cruises. Carnival
Corporation's various brands operate 45 ships in the Caribbean, Alaska,
Europe, Mexican Riviera, South America and other worldwide destinations, and
have 13 new ships scheduled for delivery between now and mid-2006.
Additional information can be obtained via Carnival Corporation's Web
site at www.carnivalcorp.com.
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Special note regarding forward-looking statements
Certain statements in this announcement constitute "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Carnival Corporation has tried, wherever possible, to
identify such statements by using words such as "anticipate," "assume,"
"believe," "expect," "forecast," "future," "intend," "plan" and
words and terms of similar substance in connection with any discussion of
future operating or financial performance. These forward-looking statements,
including those which may impact the forecasting of Carnival's net revenue
yields, booking levels, pricing, occupancy or business prospects, involve
known and unknown risks, uncertainties and other factors, which may cause
Carnival's actual results, performances or achievements to be materially
different from any future results, performances or achievements expressed or
implied by such forward-looking statements. Such factors include, among
others, the following: general economic and business conditions which may
impact levels of disposable income of consumers and the net revenue yields
for Carnival's cruise products; consumer demand for cruises and other
vacation options; other vacation industry competition; effects on consumer
demand of armed conflicts, political instability, terrorism, adverse media
publicity and the availability of air service; shifts in consumer booking
patterns; increases in vacation industry capacity, including cruise
capacity; continued availability of attractive port destinations; changes in
tax laws and regulations; changes and disruptions in financial and equity
markets; Carnival's financial and contractual counterparties' ability to
perform; Carnival's ability to implement its brand strategy, Carnival's
ability to implement its shipbuilding program and to continue to expand its
business worldwide; Carnival's ability to attract and retain shipboard crew;
changes in foreign currency and interest rates and increases in security,
food, fuel, and insurance costs ; delivery of new ships on schedule and at
the contracted prices; weather patterns and natural disasters; unscheduled
ship repairs and drydocking; incidents involving cruise ships; impact of
pending or threatened litigation; Carnival's ability to successfully
implement cost improvement plans; the continuing financial viability and/or
consolidation of Carnival's travel agent distribution system; Carnival's
ability to successfully integrate business acquisitions and changes in laws
and regulations applicable to Carnival.
These risks may not be exhaustive. Carnival operates in a continually
changing business environment, and new risks emerge from time to time.
Carnival cannot predict such risks nor can it assess the impact, if any, of
such risks on its business or the extent to which any risk, or combination
of risks may cause actual results to differ from those projected in any
forward-looking statements. Accordingly, forward-looking statements should
not be relied upon as a prediction of actual results. Carnival undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Carnival plans to file with the U.S. Securities and Exchange Commission
in connection with its dual listed company proposal (which includes a
partial share offer to P&O Princess shareholders) a registration statement
on Form S-4/proxy statement on Schedule 14A, as well as a registration
statement on Form S-4/statement on Schedule TO. Both registration
statements will contain a prospectus and other documents relating to the
dual listed company proposal. Carnival plans to mail to shareholders of P&O
Princess the prospectus contained in the registration statement/Schedule TO
after it has been declared effective by the SEC. Carnival plans to mail the
proxy statement and the prospectus contained in the registration
statement/proxy statement to its shareholders at or about the same time.
These registration statements, the prospectuses, the proxy statement and the
Schedule TO will contain important information about Carnival, P&O Princess,
the dual listed company proposal and related matters. Stockholders should
read the registration statements, the prospectuses, the proxy statement, the
Schedule TO and the other documents filed with the SEC in connection with
the dual listed company proposal carefully before they make any decision
with respect to the proposal. The registration statements, the prospectuses,
the proxy statement, the Schedule TO and all other documents filed with the
SEC in connection with the dual listed company proposal and prior pre-
conditional offer will be available when filed free of charge at the SEC's
web site, at www.sec.gov. In addition, these documents will be made
available to shareholders free of charge by writing to Tim Gallagher at
Carnival Corporation, Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida,
33178-2428.
In addition to the registration statements, the prospectuses, the proxy
statement, the Schedule TO and the other documents filed with the SEC in
connection with the dual listed company proposal, Carnival is obligated to
file annual, quarterly and current reports, proxy statements and other
information with the SEC. Persons may read and copy any reports, statements
and other information filed with the SEC at the SEC's public reference room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-732-0330 for further information on the public reference room.
Filings with the SEC also are available to the public from commercial
document-retrieval services and at the web site maintained by the SEC at
www.sec.gov.
The identities of the participants in the solicitation of Carnival
shareholders for purposes of Rule 14a-12)a)(1) under the Securities Exchange
Act of 1934 and their interests in the offer and transactions related to it
are set forth in Appendix VI to Carnival's filing under rule 423 dated
October 25, 2002.
At this time, there is no agreement between Carnival and P&O Princess
Cruises plc to proceed with any dual listed company proposal.
Contact information:
For investor relations, please contact Beth Roberts, Tel: 1-305-599-
2600, ext. 19066, and for media inquiries, please contact Tim Gallagher,
Tel: 1-305-599-2600, ext. 16000, Carnival Corporation, Carnival Place, 3655
N.W. 87 Avenue, Miami, Florida 33178-2428.
CARNIVAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED TWELVE MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
2002 2001 2002 2001
(in thousands, except earnings per share)
Revenues $1,035,681 $ 959,102 $4,368,269 $4,535,751
Costs and Expenses
Operating 578,056 547,898 2,311,919 2,468,730
Selling and administrative 169,301 161,412 611,948 618,664
Depreciation and amortization 100,912 91,266(a) 382,343 372,224(a)
Impairment charge 38,989 20,000 140,378
848,269 839,565 3,326,210 3,599,996
Operating Income Before Loss
From Affiliated Operations 187,412 119,537 1,042,059 935,755
Loss From Affiliated
Operations, Net (44,024)
Operating Income 187,412 119,537 1,042,059 891,731
Nonoperating Income (Expense)
Interest income 6,963 11,505 32,140 34,255
Interest expense,
net of capitalized interest (24,300) (28,482) (110,740) (120,692)
Other income (expense), net 1,171 3,190 (4,080) 108,649(b)
Income tax benefit, net 20,090(c) 10,562(c) 56,562(c) 12,257
3,924 (3,225) (26,118) 34,469
Net Income $ 191,336 $ 116,312 $1,015,941 $ 926,200
Earnings Per Share
Basic $0.33 $0.20 $1.73 $1.58
Diluted $0.33 $0.20 $1.73 $1.58
Weighted Average Shares
Outstanding Basic 586,751 586,165 586,567 584,064
Weighted Average Shares
Outstanding Diluted 587,796 587,080 588,056 586,862
(a) On December 1, 2001, the company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets," which required the company to stop amortizing
its goodwill. Goodwill amortization was $5 million and $20 million in the
three and twelve months ended November 30, 2001.
(b) Includes a gain of approximately $100 million from the sale of the
company's minority interest in Airtours plc.
(c) Includes a $17 million and a $51 million income tax benefit for the
three and twelve months ended November 30, 2002, respectively, from Costa
Cruises resulting from a new Italian investment incentive law and a $6
million income tax benefit from Costa for the three months ended November
30, 2001.
CARNIVAL CORPORATION
SELECTED STATISTICAL AND SEGMENT INFORMATION
THREE MONTHS ENDED TWELVE MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
2002 2001 2002 2001
(in thousands) (in thousands)
STATISTICAL NFORMATION
Passengers carried 909 790 3,549 3,385
Available lower berth days 5,594 5,185 21,436 20,685
Occupancy percentage 102.1% 97.9% 105.2% 104.7%
SEGMENT INFORMATION
Revenues
Cruise $1,022,082 $ 945,745 $4,229,124 $4,357,942
Tour 16,929 17,125 175,831 229,483
Intersegment elimination (3,330) (3,768) (36,686) (51,674)
$1,035,681 $ 959,102 $4,368,269 $4,535,751
Operating expenses
Cruise $ 566,068 $ 536,011 $2,203,401 $2,333,502
Tour 15,318 15,655 145,204 186,902
Intersegment elimination (3,330) (3,768) (36,686) (51,674)
$ 578,056 $ 547,898 $2,311,919 $2,468,730
Operating income (loss)
Cruise, excluding
impairment charge $ 200,451 $ 172,530 $1,085,797 $1,092,720
Tour, excluding
impairment charge (11,580) (11,112) (13,401) (4,426)
Impairment charge (38,989) (20,000) (140,378)
Affiliated operations (44,024)
Corporate (1,459) (2,892) (10,337) (12,161)
$ 187,412 $ 119,537 $1,042,059 $ 891,731