UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission file number: 1-9610 Commission file number: 1-15136
Carnival Corporation Carnival Plc
--------------------------- ---------------------------
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Republic of Panama England and Wales
------------------------------ ------------------------------
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
59-1562976 98-0357772
----------------- -----------------
(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, United Kingdom
-------------------------- ------------------------------
(Address of principal (Address of principal
executive offices) executive 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, former address (Former name, former address
and former fiscal year, if and former fiscal year, if
changed since last report) changed since last report)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrants are large accelerated
filers, accelerated filers, or non-accelerated filers. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. Large Accelerated filers [X]
Accelerated filers [ ] Non-Accelerated filers [ ]
Indicate by check mark whether the registrants are shell companies (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
At June 26, 2007 Carnival At June 26, 2007, Carnival plc had
Corporation had outstanding outstanding 213,155,388 Ordinary Shares
623,861,946 shares of Common $1.66 par value, one Special Voting
Stock, $.01 par value. Share, GBP 1.00 par value and 623,861,946
Trust Shares of beneficial interest in
the P&O Princess Special Voting Trust.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in millions, except per share data)
Six Months Three Months
Ended May 31, Ended May 31,
2007 2006 2007 2006
------ ------ ------ ------
Revenues
Cruise
Passenger tickets $4,231 $3,930 $2,181 $2,020
Onboard and other 1,304 1,139 678 600
Other 53 56 41 42
------ ------ ------ ------
5,588 5,125 2,900 2,662
------ ------ ------ ------
Costs and Expenses
Operating
Cruise
Commissions, transportation and other 910 813 439 405
Onboard and other 220 198 109 101
Payroll and related 632 560 321 288
Fuel 474 461 254 247
Food 356 311 181 159
Other ship operating 802 740 416 383
Other 60 53 43 37
------ ------ ------ ------
Total 3,454 3,136 1,763 1,620
Selling and administrative 790 720 406 354
Depreciation and amortization 532 472 272 240
------ ------ ------ ------
4,776 4,328 2,441 2,214
------ ------ ------ ------
Operating Income 812 797 459 448
------ ------ ------ ------
Nonoperating (Expense) Income
Interest income 27 12 17 5
Interest expense, net of capitalized interest (178) (151) (94) (75)
Other expense, net (1) (16) (1) (1)
------ ------ ------ ------
(152) (155) (78) (71)
------ ------ ------ ------
Income Before Income Taxes 660 642 381 377
Income Tax Benefit (Expense), Net 13 (11) 9 3
------ ------ ------ ------
Net Income $ 673 $ 631 $ 390 $ 380
====== ====== ====== ======
Earnings Per Share
Basic $ 0.85 $ 0.78 $ 0.49 $ 0.47
====== ====== ====== ======
Diluted $ 0.83 $ 0.77 $ 0.48 $ 0.46
====== ====== ====== ======
Dividends Per Share $0.625 $ 0.50 $ 0.35 $ 0.25
====== ====== ====== ======
The accompanying notes are an integral part of these consolidated financial
statements.
2
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in millions, except par values)
May 31, November 30, May 31,
2007 2006 2006
------- ------------ -------
ASSETS
Current Assets
Cash and cash equivalents $ 1,859 $ 1,163 $ 570
Short-term investments 214 21 13
Trade and other receivables, net 401 280 405
Inventories 282 263 278
Prepaid expenses and other 263 268 240
------- ------------ -------
Total current assets 3,019 1,995 1,506
------- ------------ -------
Property and Equipment, Net 25,019 23,458 22,772
Goodwill 3,331 3,313 3,290
Trademarks 1,328 1,321 1,308
Other Assets 490 465 428
------- ------------ -------
$33,187 $30,552 $29,304
======= ============ =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 1,075 $ 438 $ 767
Current portion of long-term debt 1,457 1,054 217
Convertible debt subject to current put options 1,170 218
Accounts payable 498 438 411
Accrued liabilities and other 1,209 1,149 946
Customer deposits 3,200 2,336 2,953
------- ------------ -------
Total current liabilities 8,609 5,415 5,512
------- ------------ -------
Long-Term Debt 5,425 6,355 6,045
Other Long-Term Liabilities And Deferred Income 574 572 652
Contingencies (Note 3)
Shareholders' Equity
Common stock of Carnival Corporation; $.01 par
value; 1,960 shares authorized; 642 shares at
2007, 641 shares at November 2006 and 640 shares
at May 2006 issued 6 6 6
Ordinary shares of Carnival plc; $1.66 par value;
226 shares authorized; 213 shares at 2007 and
2006 issued 354 354 353
Additional paid-in capital 7,556 7,479 7,418
Retained earnings 11,778 11,600 10,369
Accumulated other comprehensive income 772 661 473
Treasury stock; 18 shares at 2007 and November
2006 and 10 shares at May 2006 of Carnival
Corporation and 42 shares at 2007 and
2006 of Carnival plc, at cost (1,887) (1,890) (1,524)
------- ------------ -------
Total shareholders' equity 18,579 18,210 17,095
------- ------------ -------
$33,187 $ 30,552 $29,304
======= ============ =======
The accompanying notes are an integral part of these consolidated financial
statements.
3
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in millions)
Six Months Ended May 31,
-----------------------
2007 2006
------- -------
OPERATING ACTIVITIES
Net income $ 673 $ 631
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 532 472
Share-based compensation 32 34
Non-cruise investment write-down 10
Accretion of original issue discount 5 5
Other 2 (1)
Changes in operating assets and liabilities, excluding
businesses sold
Receivables (130) 38
Inventories (19) (22)
Prepaid expenses and other (21) (8)
Accounts payable 67 (75)
Accrued and other liabilities 74 (64)
Customer deposits 876 865
------- -------
Net cash provided by operating activities 2,091 1,885
------- -------
INVESTING ACTIVITIES
Additions to property and equipment (2,130) (1,483)
Purchases of short-term investments (899) (4)
Sales of short-term investments 706
Proceeds from the sale of assets and businesses, net 138
Settlement of net investment hedges (71)
Other, net 2 3
------- -------
Net cash used in investing activities (2,254) (1,484)
------- -------
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 1,058 352
Proceeds from short-term borrowings, net 628 431
Principal repayments of long-term debt (440) (959)
Dividends paid (435) (404)
Purchases of treasury stock (473)
Proceeds from exercise of stock options 40 36
Other (5) (1)
------- -------
Net cash provided by (used in) financing activities 846 (1,018)
------- -------
Effect of exchange rate changes on cash and cash
equivalents 13 9
------- -------
Net increase (decrease) in cash and cash equivalents 696 (608)
Cash and cash equivalents at beginning of period 1,163 1,178
------- -------
Cash and cash equivalents at end of period $ 1,859 $ 570
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
4
CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - Basis of Presentation
Carnival Corporation is incorporated in Panama, and Carnival plc is
incorporated in England and Wales. Carnival Corporation and Carnival plc operate
a dual listed company ("DLC"), whereby the businesses of Carnival Corporation
and Carnival plc are combined through a number of contracts and through
provisions in Carnival Corporation's articles of incorporation and by-laws and
Carnival plc's memorandum of association and articles of association. Although
the two companies have retained their separate legal identities they operate as
if they were a single economic enterprise.
The accompanying consolidated financial statements include the accounts of
Carnival Corporation and Carnival plc and their respective subsidiaries.
Together with their consolidated subsidiaries they are referred to collectively
in these consolidated financial statements and elsewhere in this joint Quarterly
Report on Form 10-Q as "Carnival Corporation & plc," "our," "us," and "we."
The accompanying consolidated balance sheets at May 31, 2007 and 2006, the
consolidated statements of operations for the six and three months ended May 31,
2007 and 2006 and the consolidated statements of cash flows for the six months
ended May 31, 2007 and 2006 are unaudited and, in the opinion of our management,
contain all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation. Our interim consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
and the related notes included in the Carnival Corporation & plc 2006 joint
Annual Report on Form 10-K. Our operations are seasonal and results for interim
periods are not necessarily indicative of the results for the entire year.
NOTE 2 - Debt
At May 31, 2007, unsecured short-term borrowings consisted of U.S. and
euro-denominated bank loans of $285 million and $790 million, respectively, with
an aggregate weighted-average interest rate of 4.2%.
In February 2007, we repaid (pound)165 million ($323 million U.S. dollars
at the February 2007 average exchange rate) of variable rate debt prior to its
March 2010 maturity date. In addition, in February, March and April 2007 we
borrowed $360 million, $380 million and (euro)234 million ($315 million U.S.
dollars at the May 31, 2007 average exchange rate) under unsecured term loan
facilities, which proceeds were used to pay a portion of the Carnival Freedom,
Emerald Princess and AIDAdiva purchase prices, respectively. These facilities
bear an aggregate weighted-average interest rate of 4.6% at May 31, 2007, and
are repayable in semi-annual installments through 2019.
At May 31, 2007, our 2% and 1.75% convertible notes were classified as
current liabilities, since we may be required to redeem these notes at the
option of the holders on April 15, 2008 and April 29, 2008, respectively, at
their face value plus any unpaid accrued interest. If the 2% and 1.75%
noteholders do not exercise this option, then we will change the classification
of the notes to long-term, as the next optional redemption date does not occur
until April 15, 2011 and April 29, 2013, respectively.
NOTE 3 - Contingencies
Litigation
In January 2006, a lawsuit was filed against Carnival Corporation and its
subsidiaries and affiliates, and other non-affiliated cruise lines in New York
on behalf of a purported class of owners of intellectual property rights to
musical plays and other works performed in the U.S. The plaintiffs claim
infringement of copyrights to Broadway, off Broadway and other plays. The suit
seeks payment of (i) damages, (ii) disgorgement of alleged profits and (iii) an
injunction against future infringement. In the event that an award is given in
favor of the plaintiffs, the amount of damages, if any, which Carnival
Corporation and its subsidiaries and
5
affiliates would have to pay is not currently determinable. The ultimate outcome
of this matter cannot be determined at this time. However, we intend to
vigorously defend this matter.
In the normal course of our business, various other claims and lawsuits
have been filed or are pending against us. Most of these claims and lawsuits are
covered by insurance and, accordingly, the maximum amount of our liability, net
of any insurance recoverable, is typically limited to our self-insurance
retention levels. However, the ultimate outcome of these claims and lawsuits
which are not covered by insurance cannot be determined at this time.
Contingent Obligations
At May 31, 2007, Carnival Corporation had contingent obligations totaling
approximately $1.06 billion to participants in lease out and lease back type
transactions for three of its ships. At the inception of the leases, the entire
amount of the contingent obligations was paid by Carnival Corporation to major
financial institutions to enable them to directly pay these obligations.
Accordingly, these obligations were considered extinguished, and neither the
funds nor the contingent obligations have been included on our balance sheets.
Carnival Corporation would only be required to make any payments under these
contingent obligations in the remote event of nonperformance by these financial
institutions, all of which have long-term credit ratings of AA or higher. In
addition, Carnival Corporation obtained a direct guarantee from AA or higher
rated financial institutions for $272 million of the above noted contingent
obligations, thereby further reducing the already remote exposure to this
portion of the contingent obligations. In certain cases, if the credit ratings
of the major financial institutions who are directly paying the contingent
obligations fall below AA-, then Carnival Corporation will be required to move
those funds being held by those institutions to other financial institutions
whose credit ratings are AA- or above. If Carnival Corporation's credit rating,
which is A-, falls below BBB, it would be required to provide a standby letter
of credit for $75 million, or alternatively provide mortgages in the aggregate
amount of $75 million on two of its ships.
In the unlikely event that Carnival Corporation were to terminate the
three lease agreements early or default on its obligations, it would, as of May
31, 2007, have to pay a total of $179 million in stipulated damages. As of May
31, 2007, $183 million of standby letters of credit have been issued by a major
financial institution in order to provide further security for the payment of
these contingent stipulated damages. In addition, we have a $170 million back-up
letter of credit issued under a loan facility in support of these standby
letters of credit. Between 2017 and 2022, we have the right to exercise options
that would terminate these three lease transactions at no cost to us.
Some of the debt agreements that we enter into include indemnification
provisions that obligate us to make payments to the counterparty if certain
events occur. These contingencies generally relate to changes in taxes, changes
in laws that increase lender capital costs and other similar costs. The
indemnification clauses are often standard contractual terms and were entered
into in the normal course of business. There are no stated or notional amounts
included in the indemnification clauses and we are not able to estimate the
maximum potential amount of future payments, if any, under these indemnification
clauses. We have not been required to make any material payments under such
indemnification clauses in the past and, under current circumstances, we do not
believe a request for material future indemnification payments is probable.
NOTE 4 - Comprehensive Income
Comprehensive income was as follows (in millions):
Six Months Three Months
Ended May 31, Ended May 31,
------------- -------------
2007 2006 2007 2006
---- ---- ---- ----
Net income $673 $631 $390 $380
Items included in accumulated other comprehensive income
Foreign currency translation adjustment 113 299 100 290
Changes related to cash flow derivative hedges (2) 15 (1) 11
---- ---- ---- ----
Total comprehensive income $784 $945 $489 $681
==== ==== ==== ====
6
NOTE 5 - Segment Information
Our cruise segment includes all of our cruise brands, which have been
aggregated as a single reportable segment based on the similarity of their
economic and other characteristics, including the products and services they
provide. Substantially all of our other segment represents the hotel, tour and
transportation operations of Holland America Tours and Princess Tours.
Selected segment information for our cruise and other segments was as
follows (in millions):
Six Months Ended May 31,
----------------------------------------------------------------
Selling Depreciation
Operating and Admin- and Operating
Revenues Expenses Istrative Amortization Income (Loss)
-------- --------- ---------- ------------ -------------
2007
Cruise $5,535 $3,394 $774 $514 $ 853
Other 69 76 16 18 (41)
Intersegment elimination (16) (16)
------ ------ ---- ---- -----
$5,588 $3,454 $790 $532 $ 812
====== ====== ==== ==== =====
2006
Cruise $5,069 $3,083 $698 $456 $ 832
Other 70 67 22 16 (35)
Intersegment elimination (14) (14)
------ ------ ---- ---- -----
$5,125 $3,136 $720 $472 $ 797
====== ====== ==== ==== =====
Three Months Ended May 31,
----------------------------------------------------------------
Selling Depreciation
Operating and Admin- and Operating
Revenues Expenses Istrative Amortization Income (Loss)
-------- --------- ---------- ------------ -------------
2007
Cruise $2,859 $1,720 $398 $263 $ 478
Other 55 57 8 9 (19)
Intersegment elimination (14) (14)
------ ------ ---- ---- -----
$2,900 $1,763 $406 $272 $ 459
====== ====== ==== ==== =====
2006
Cruise $2,620 $1,583 $343 $232 $ 462
Other 54 49 11 8 (14)
Intersegment elimination (12) (12)
------ ------ ---- ---- -----
$2,662 $1,620 $354 $240 $ 448
====== ====== ==== ==== =====
NOTE 6 - Earnings Per Share
Our basic and diluted earnings per share were computed as follows (in
millions, except per share data):
Six Months Three Months
Ended May 31, Ended May 31,
------------- -------------
2007 2006 2007 2006
----- ----- ----- ----
Net income $ 673 $ 631 $ 390 $ 380
Interest on dilutive convertible notes 17 18 9 9
----- ----- ----- -----
Net income for diluted earnings per share $ 690 $ 649 $ 399 $ 389
===== ===== ===== =====
Weighted-average common and ordinary shares
outstanding 794 807 794 805
Dilutive effect of convertible notes 33 33 33 33
Dilutive effect of stock plans 2 3 2 2
----- ----- ----- -----
Diluted weighted-average shares outstanding 829 843 829 840
===== ===== ===== =====
Basic earnings per share $0.85 $0.78 $0.49 $0.47
===== ===== ===== =====
Diluted earnings per share $0.83 $0.77 $0.48 $0.46
===== ===== ===== =====
7
Options to purchase 6.9 million (3.5 million in 2006) and 8.5 million (5.5
million in 2006) shares for the six and three months ended May 31, 2007 and
2006, respectively, were excluded from our diluted earnings per share
computation since the effect of including them was anti-dilutive.
NOTE 7 - Recent Accounting Pronouncement
In June 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN
48"). FIN 48 clarifies, among other things, the accounting for uncertain income
tax positions by prescribing a minimum probability threshold that a tax position
must meet before a financial statement income tax benefit is recognized. The
minimum threshold is defined as a tax position that, based solely on its
technical merits, is more likely than not to be sustained upon examination by
the relevant taxing authority. The tax benefit to be recognized is measured as
the largest amount of benefit that is greater than fifty percent likely of being
realized upon ultimate settlement. FIN 48 must be applied to all existing tax
positions upon adoption. The cumulative effect of applying FIN 48 at adoption is
required to be reported separately as an adjustment to the opening balance of
retained earnings in the year of adoption. FIN 48 is required to be implemented
at the beginning of a fiscal year and will be effective for Carnival Corporation
& plc for fiscal 2008. We have not yet determined the impact of adopting FIN 48
on our financial statements.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Cautionary Note Concerning Factors That May Affect Future Results
Some of the statements contained in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere in this
joint Quarterly Report on Form 10-Q are "forward-looking statements" that
involve risks, uncertainties and assumptions with respect to us, including some
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 Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. We have tried,
whenever possible, to identify these statements by using words like "will,"
"may," "believe," "expect," "anticipate," "forecast," "future," "intend,"
"plan," and "estimate" and similar expressions.
Because forward-looking statements involve risks and uncertainties, there
are many factors that could cause our actual results, performance or
achievements to differ materially from those expressed or implied in this joint
Quarterly Report on Form 10-Q. Forward-looking statements include those
statements which may impact the forecasting of our earnings per share, net
revenue yields, booking levels, pricing, occupancy, operating, financing and/or
tax costs, fuel costs, costs per available lower berth day ("ALBD"), estimates
of ship depreciable lives and residual values, outlook or business prospects.
These factors include, but are not limited to, the following:
- general economic and business conditions, which may adversely impact the
levels of our potential vacationers' discretionary income and this group's
confidence in the U.S. economy, and thereby reduce the net revenue yields
for our cruise brands;
- the international political and economic climate, armed conflicts,
terrorist attacks and threats thereof, availability of air service and
other world events, and their impact on the demand for cruises;
- 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;
- accidents, unusual weather conditions or natural disasters, such as
hurricanes and earthquakes and other incidents (including machinery and
equipment failures or improper operation thereof) which could cause the
alteration of itineraries or cancellation of a cruise or series of
cruises, and the impact of the spread of contagious diseases, affecting
the health, safety, security and/or vacation satisfaction of passengers;
- adverse publicity concerning the cruise industry in general, or us in
particular, could impact the demand for our cruises;
- lack of acceptance of new itineraries, products and services by our
guests;
- changing consumer preferences, which may, among other things, adversely
impact the demand for cruises;
- changes in and compliance with laws and regulations relating to
environmental, health, safety, security, tax and other regulatory regimes
under which we operate, including the implementation of U.S. regulations
requiring U.S. citizens to obtain passports for sea travel to or from
additional foreign destinations;
- the impact of changes in operating and financing costs, including changes
in foreign currency exchange rates and interest rates and fuel, food,
insurance, payroll and security costs;
- our ability to implement our shipbuilding programs, including purchasing
ships for our North American cruise brands from European shipyards on
terms that are favorable or consistent with our expectations;
- our ability to implement our brand strategies and to continue to operate
and expand our business internationally;
- our future operating cash flow may not be sufficient to fund future
obligations and we may not be able to obtain financing, if necessary, on
terms that are favorable or consistent with our expectations;
- our ability to attract and retain qualified shipboard crew and maintain
good relations with employee unions;
- continuing financial viability of our travel agent distribution system and
air service providers;
9
- our decisions to self-insure against various risks or inability to obtain
insurance for certain risks;
- disruptions to our information technology systems;
- continued availability of attractive port destinations;
- risks associated with the DLC structure, including the uncertainty of its
tax status;
- the impact of pending or threatened litigation; and
- our ability to successfully implement cost reduction plans.
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 disseminate,
after the date of this joint Quarterly Report on Form 10-Q, 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.
Key Performance Indicators and Critical Accounting Estimates
We use net cruise revenues per ALBD ("net revenue yields") and net cruise
costs per ALBD as significant non-GAAP financial measures of our cruise segment
financial performance. We believe that net revenue yields are commonly used in
the cruise industry to measure a company's cruise segment revenue performance.
This measure is also used for revenue management purposes. In calculating net
revenue yields, we use "net cruise revenues" rather than "gross cruise
revenues." We believe that net cruise revenues is a more meaningful measure in
determining revenue yield than gross cruise revenues because it reflects the
cruise revenues earned by us net of our most significant variable costs, which
are travel agent commissions, cost of air transportation and certain other
variable direct costs associated with onboard and other revenues. Substantially
all of our remaining cruise costs are largely fixed once our ship capacity
levels have been determined, except for the impact of changing prices.
Net cruise costs per ALBD is the most significant measure we use to
monitor our ability to control our cruise segment costs rather than gross cruise
costs per ALBD. In calculating net cruise costs, we exclude the same variable
costs that are included in the calculation of net cruise revenues. This is done
to avoid duplicating these variable costs in these two non-GAAP financial
measures.
In addition, because a significant portion of our operations utilize the
euro or sterling to measure their results and financial condition, the
translation of those operations to our U.S. dollar reporting currency results in
increases in reported U.S. dollar revenues and expenses if the U.S. dollar
weakens against these foreign currencies, and decreases in reported U.S. dollar
revenues and expenses if the U.S. dollar strengthens against these foreign
currencies. Accordingly, we also monitor our two non-GAAP financial measures
assuming the current period currency exchange rates have remained constant with
the prior year's comparable period rates, or on a "constant dollar basis," in
order to remove the impact of changes in exchange rates on our non-U.S. dollar
cruise operations. We believe that this is a useful measure indicating the
actual growth of our operations in a fluctuating currency exchange rate
environment.
On a constant dollar basis, net cruise revenues and net cruise costs would
be $4.29 billion and $2.96 billion for the six months ended May 31, 2007 and
$2.25 billion and $1.53 billion for the three months ended May 31, 2007,
respectively. On a constant dollar basis, gross cruise revenues and gross cruise
costs would be $5.38 billion and $4.05 billion for the six months ended May 31,
2007 and $2.78 billion and $2.06 billion for the three months ended May 31,
2007, respectively. In addition, our non-U.S. dollar cruise operations'
depreciation and net interest expense were impacted by the changes in exchange
rates for the six and three months ended May 31, 2007, compared to the prior
year's comparable periods.
For a discussion of our critical accounting estimates, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations," which
is included in Carnival Corporation & plc's 2006 joint Annual Report on Form
10-K.
10
Outlook for Remainder of Fiscal 2007
As of June 19, 2007 we said that we expected our diluted earnings per
share for the third quarter and full year of 2007 would be in the range of $1.60
to $1.62 and $2.85 to $2.95, respectively. Our guidance was based on the then
current forward fuel price of $375 per metric ton for the third and fourth
quarters of 2007 and $346 per metric ton for the full year 2007. In addition,
this guidance was also based on currency exchange rates of $1.33 to the euro and
$1.97 to sterling for the third and fourth quarters of 2007.
The year-over-year percentage increase in our ALBD capacity for the third
and fourth quarters of 2007 and fiscal 2008, 2009, 2010 and 2011, substantially
all resulting from new ships entering service, is currently expected to be 9.6%,
6.0%, 9.3%, 5.4%, 6.7% and 6.4%, respectively. The above percentages exclude any
future ship orders, acquisitions, retirements or sales, however they do include
the withdrawal from service of the Pacific Star in March 2008 and the Queen
Elizabeth 2 ("QE2") in November 2008.
Seasonality
Our revenues from the sale of passenger tickets are seasonal.
Historically, demand for cruises has been greatest during our third quarter,
which includes the Northern Hemisphere summer months. This higher demand during
the third quarter results in higher net revenue yields and, accordingly, the
largest share of our net income is earned during this period. The seasonality of
our results is increased due to ships being taken out of service for
maintenance, which we typically schedule during non-peak demand periods.
Substantially all of Holland America Tours' and Princess Tours' revenues and net
income are generated from May through September in conjunction with the Alaska
cruise season.
11
Selected Information and Non-gaap Financial Measures
Selected information was as follows:
Six Months Ended May 31, Three Months Ended May 31,
------------------------ --------------------------
2007 2006 2007 2006
------ ------ ------ -----
Passengers carried (in thousands) 3,581 3,225 (a) 1,832 1,708
====== ====== ====== =====
Occupancy percentage 103.9% 104.8%(b) 103.7% 105.4%
====== ====== ====== =====
Fuel cost per metric ton(c) $ 317 $ 336 $ 333 $ 354
====== ====== ====== =====
(a) Passengers carried in the first quarter of 2006 does not include any
passengers for the three ships chartered to the Military Sealift Command
in connection with the Hurricane Katrina relief efforts.
(b) Occupancy percentage in the first quarter of 2006 includes the three ships
chartered to the Military Sealift Command at 100% occupancy.
(c) Fuel cost per metric ton is calculated by dividing the cost of our fuel by
the number of metric tons consumed.
Gross and net revenue yields were computed by dividing the gross or net
revenues, without rounding, by ALBDs as follows:
Six Months Ended May 31, Three Months Ended May 31,
------------------------- --------------------------
2007 2006 2007 2006
----------- ----------- ------------ -----------
(in millions, except ALBDs and yields)
Cruise revenues
Passenger tickets $ 4,231 $ 3,930 $ 2,181 $ 2,020
Onboard and other 1,304 1,139 678 600
----------- ----------- ------------ -----------
Gross cruise revenues 5,535 5,069 2,859 2,620
Less cruise costs
Commissions, transportation and other (910) (813) (439) (405)
Onboard and other (220) (198) (109) (101)
----------- ----------- ------------ -----------
Net cruise revenues $ 4,405 $ 4,058 $ 2,311 $ 2,114
=========== =========== ============ ===========
ALBDs(a) 26,187,929 24,179,420 13,369,111 12,242,982
=========== =========== ============ ===========
Gross revenue yields $ 211.35 $ 209.63 $ 213.87 $ 214.00
=========== =========== ============ ===========
Net revenue yields $ 168.21 $ 167.78 $ 172.90 $ 172.63
=========== =========== ============ ===========
Gross and net cruise costs per ALBD were computed by dividing the gross or
net cruise costs, without rounding, by ALBDs as follows:
Six Months Ended May 31, Three Months Ended May 31,
------------------------- --------------------------
2007 2006 2007 2006
----------- ----------- ------------ -----------
(in millions, except ALBDs and costs per ALBD)
Cruise operating expenses $ 3,394 $ 3,083 $ 1,720 $ 1,583
Cruise selling and administrative expenses 774 698 398 343
----------- ----------- ------------ -----------
Gross cruise costs 4,168 3,781 2,118 1,926
Less cruise costs included in net cruise
revenues
Commissions, transportation and other (910) (813) (439) (405)
Onboard and other (220) (198) (109) (101)
----------- ----------- ------------ -----------
Net cruise costs $ 3,038 $ 2,770 $ 1,570 $ 1,420
=========== =========== ============ ===========
ALBDs(a) 26,187,929 24,179,420 13,369,111 12,242,982
=========== =========== ============ ===========
Gross cruise costs per ALBD $ 159.17 $ 156.40 $ 158.46 $ 157.35
=========== =========== ============ ===========
Net cruise costs per ALBD $ 116.03 $ 114.54 $ 117.50 $ 115.98
=========== =========== ============ ===========
(a) ALBDs is a standard measure of passenger capacity for the period. It
assumes that each cabin we offer for sale accommodates two passengers.
ALBDs are computed by multiplying passenger capacity by revenue-producing
ship operating days in the period.
12
Six Months Ended May 31, 2007 ("2007") Compared to the Six Months Ended May 31,
2006 ("2006")
Revenues
Net cruise revenues increased $347 million, or 8.6%, to $4.41 billion in
2007 from $4.06 billion in 2006. The 8.3% increase in ALBDs between 2007 and
2006 accounted for $336 million of the increase, and the remaining $11 million
was from increased net revenue yields, which increased 0.3% in 2007 compared to
2006 (gross revenue yields increased by 0.8%). Net revenue yields increased
slightly in 2007 primarily due to the weaker U.S. dollar relative to the euro
and sterling and higher onboard guest spending, partially offset by lower
occupancy. Net revenue yields as measured on a constant dollar basis decreased
2.3% in 2007 compared to 2006. This decrease in constant dollar net revenue
yields was primarily driven by the softer cruise ticket pricing from our shorter
duration North American-sourced Caribbean cruises, which was partially offset by
the higher prices we achieved from our European brands.
Gross cruise revenues increased $466 million, or 9.2%, in 2007 to $5.54
billion from $5.07 billion in 2006 for largely the same reasons as net cruise
revenues, as well as the increase in passenger air ticket prices primarily as a
result of increases in air travel costs, changes in cruise itineraries, which
required passengers to purchase longer flights and more passengers purchasing
air transportation from us. Included in onboard and other revenues are
concessionaire revenues of $362 million in 2007 and $291 million in 2006.
Costs and Expenses
Net cruise costs increased $268 million, or 9.7%, to $3.04 billion in 2007
from $2.77 billion in 2006. The 8.3% increase in ALBDs between 2007 and 2006
accounted for $230 million of the increase. The balance of $38 million was from
increased net cruise costs per ALBD, which increased 1.3% in 2007 compared to
2006 (gross cruise costs per ALBD increased 1.8%). Net cruise costs per ALBD
increased primarily due to a weaker U.S. dollar relative to the euro and
sterling in 2007 and higher repair costs from ship incidents. This increase was
partially offset by a $19 per metric ton decrease in fuel cost to $317 per
metric ton in 2007, which resulted in a reduction in fuel expense of $28 million
and lower dry-dock costs compared to 2006. Net cruise costs per ALBD as measured
on a constant dollar basis decreased 1.4% in 2007 compared to 2006.
Gross cruise costs increased $387 million, or 10.2%, in 2007 to $4.17
billion from $3.78 billion in 2006 for largely the same reasons as net cruise
costs, as well as the increase in passenger air ticket prices primarily as a
result of increases in air travel costs, changes in cruise itineraries, which
required passengers to purchase longer flights and more passengers purchasing
air transportation from us.
Depreciation and amortization expense increased $60 million, or 12.7%, to
$532 million in 2007 from $472 million in 2006 largely due to the 8.3% increase
in ALBDs through the addition of new ships, and weaker U.S. dollar compared to
the euro and sterling and additional ship improvement expenditures.
Nonoperating (Expense) Income
Net interest expense, excluding capitalized interest, increased $17
million to $173 million in 2007 from $156 million in 2006. This increase was
primarily due to a $22 million increase in interest expense from a higher level
of average borrowings and $10 million from higher average interest rates on
average borrowings, partially offset by $15 million of higher interest income
primarily due to a higher average level of invested cash. Capitalized interest
increased $6 million during 2007 compared to 2006 primarily due to higher
average levels of investment in ship construction projects.
Other expenses in 2006 included a $10 million expense for the write-down
of a non-cruise investment and a $5 million provision for a litigation reserve.
13
Income Taxes
Income tax expense changed by $24 million to a benefit of $13 million in
2007 from an expense of $11 million in 2006 because 2006 included $24 million of
income tax expenses for the Military Sealift Command charters, which ended in
early March 2006.
Three Months Ended May 31, 2007 ("2007") Compared to the Three Months Ended May
31, 2006 ("2006")
Revenues
Net cruise revenues increased $197 million, or 9.3%, to $2.31 billion in
2007 from $2.11 billion in 2006. The 9.2% increase in ALBDs between 2007 and
2006 accounted for $194 million of the increase, and the remaining $3 million
was from increased net revenue yields, which increased 0.2% in 2007 compared to
2006 (gross revenue yields were almost flat). Net revenue yields increased
slightly in 2007 primarily due to the weaker U.S. dollar relative to the euro
and sterling and higher onboard guest spending, partially offset by lower
occupancy. Net revenue yields as measured on a constant dollar basis decreased
2.6% in 2007 compared to 2006. This decrease in constant dollar net revenue
yields was primarily driven by the softer cruise ticket pricing from our shorter
duration North American-sourced Caribbean cruises, which was partially offset by
the higher prices we achieved from our European brands.
Gross cruise revenues increased $239 million, or 9.1%, in 2007 to $2.86
billion from $2.62 billion in 2006 for largely the same reasons as net cruise
revenues, as well as the increase in passenger air ticket prices primarily as a
result of increases in air travel costs and changes in cruise itineraries, which
required passengers to purchase longer flights, partially offset by fewer
passengers purchasing air transportation from us. Included in onboard and other
revenues are concessionaire revenues of $198 million in 2007 and $161 million in
2006.
Costs and Expenses
Net cruise costs increased $150 million, or 10.6%, to $1.57 billion in
2007 from $1.42 billion in 2006. The 9.2% increase in ALBDs between 2007 and
2006 accounted for $130 million of the increase. The balance of $20 million was
from increased net cruise costs per ALBD, which increased 1.3% in 2007 compared
to 2006 (gross cruise costs per ALBD increased 0.7%). Net cruise costs per ALBD
increased primarily due to a weaker U.S. dollar relative to the euro and
sterling in 2007. This increase was partially offset by a $21 per metric ton
decrease in fuel cost to $333 per metric ton in 2007, which resulted in a
reduction in fuel expense of $16 million and lower dry-dock costs compared to
2006. Net cruise costs per ALBD as measured on a constant dollar basis decreased
1.5% in 2007 compared to 2006.
Gross cruise costs increased $192 million, or 10.0%, in 2007 to $2.12
billion from $1.93 billion in 2006 for largely the same reasons as net cruise
costs, as well as the increase in passenger air ticket prices primarily as a
result of increases in air travel costs and changes in cruise itineraries, which
required passengers to purchase longer flights, partially offset by fewer
passengers purchasing air transportation from us.
Depreciation and amortization expense increased $32 million, or 13.3%, to
$272 million in 2007 from $240 million in 2006 largely due to the 9.2% increase
in ALBDs through the addition of new ships, the weaker U.S. dollar compared to
the euro and sterling and additional ship improvement expenditures.
Nonoperating (Expense) Income
Net interest expense, excluding capitalized interest, increased $9 million
to $88 million in 2007 from $79 million in 2006. This increase was primarily due
to a $20 million increase in interest expense from a higher level of average
borrowings, partially offset by $13 million of higher interest income primarily
due to a higher average level of invested cash.
14
Income Taxes
Income tax benefit increased $6 million to a benefit of $9 million in 2007
from a benefit of $3 million in 2006 due to a $6 million deferred income tax
benefit from the transfer of a ship.
Liquidity and Capital Resources
Sources and Uses of Cash
Our business provided $2.09 billion of net cash from operations during the
six months ended May 31, 2007, an increase of $206 million, or 10.9%, compared
to fiscal 2006. We continue to generate substantial cash from operations and
remain in a strong financial position, thus providing us with substantial
financial flexibility in meeting operating, investing and financing needs.
During the six months ended May 31, 2007, our net expenditures for capital
projects were $2.13 billion, of which $1.89 million was spent for our ongoing
new shipbuilding program, including $1.59 billion for the final delivery
payments for the Carnival Freedom, Emerald Princess, AIDAdiva and Costa Serena.
In addition to our new shipbuilding program, we had capital expenditures of $156
million for ship improvements and refurbishments and $83 million for Alaska tour
assets, cruise port facility developments, information technology and other
assets. In addition, during the six months ended May 31, 2007 we received
aggregate net proceeds of $138 million from the sale of assets, including our
Windstar Cruises' business, Swan Hellenic trademarks and P&O Cruises Australia's
Pacific Star. The Pacific Star will be chartered back from the purchaser by P&O
Cruises Australia until March 2008.
During the six months ended May 31, 2007, we borrowed $1.06 billion to pay
part of the Carnival Freedom, Emerald Princess, AIDAdiva and Costa Serena
purchase prices, and we repaid $440 million of long-term debt, which included
$323 million for the early repayment of (pound)165 million of debt. We also
borrowed $628 million principally under our multi-currency revolving credit
facility and short-term bank loans during the six months ended May 31, 2007. In
addition, in April 2007 our Board of Directors increased our quarterly cash
dividend per share from $0.275 to $0.35, or 27%. During the first six months of
fiscal 2007 we paid cash dividends of $435 million.
Future Commitments and Funding Sources
Our contractual cash obligations as of May 31, 2007 have changed compared
to November 30, 2006, including ship construction contracts entered into through
January 2007, primarily as a result of our debt and ship delivery payments as
noted above and the exercise of an option to purchase a Holland America 2,100
passenger capacity ship from Fincantieri, which has an all-in cost of (euro)425
million and is expected to enter service in fall 2010.
At May 31, 2007, we had liquidity of $5.10 billion, which consisted of
$2.07 billion of cash, cash equivalents and short-term investments, $1.51
billion available for borrowing under our revolving credit facility and $1.52
billion under committed ship financing facilities. Our revolving credit facility
matures in 2011. In addition, in June 2007 we entered into an agreement to sell
Cunard Line's QE2 for delivery to the buyer in November 2008 for $100 million,
which is expected to result in a gain of approximately $10 million in the 2008
fourth quarter, based on the current U.S. dollar to sterling exchange rate. A
key to our access to liquidity is the maintenance of our strong credit ratings.
Based primarily on our historical results, current financial condition and
future forecasts, we believe that our existing liquidity and cash flow from
future operations will be sufficient to fund most of our expected capital
projects, debt service requirements, dividend payments, working capital and
other firm commitments. In addition, based on our future forecasted operating
results and cash flows for fiscal 2007, we expect to be in compliance with our
debt covenants during the remainder of fiscal 2007. However, our forecasted cash
flow from future operations, as well as our credit ratings, may be adversely
affected by various factors including, but not limited to, those factors noted
under "Cautionary Note
15
Concerning Factors That May Affect Future Results." To the extent that we are
required, or choose, to fund future cash requirements, including our future
shipbuilding commitments, from sources other than as discussed above, we believe
that we will be able to secure such financing from banks or through the offering
of debt and/or equity securities in the public or private markets. However, we
cannot be certain that our future operating cash flow will be sufficient to fund
future obligations or that we will be able to obtain additional financing, if
necessary.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements, including
guarantee contracts, retained or contingent interests, certain derivative
instruments and variable interest entities, which either have, or are reasonably
likely to have, a current or future material effect on our financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
In December 2006, we settled, prior to its scheduled November 2007
maturity, a foreign currency swap that was designated as a hedge of our net
investment in our subsidiaries whose functional currency are euros. This foreign
currency swap effectively converted $400 million of variable rate U.S.
dollar-denominated debt into (euro)349 million of variable rate debt. In
addition, during April 2007 we designated $315 million of new euro-denominated
debt as a hedge of our euro-denominated net investments. At May 31, 2007, 64%,
27% and 9% (56%, 30% and 14% at November 30, 2006) of our long-term debt was
U.S. dollar, euro and sterling-denominated, respectively, including the effect
of foreign currency swaps.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable
assurance that information required to be disclosed by us in the reports that we
file or submit, is recorded, processed, summarized and reported, within the time
periods specified in the U.S. Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
us in our reports that we file or submit under the Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Our Chief Executive Officer, Chief Operating Officer and Chief Financial
and Accounting Officer have evaluated our disclosure controls and procedures and
have concluded, as of May 31, 2007, that they were effective as described above.
Changes in Internal Control over Financial Reporting
During the three months ended May 31, 2007, we continued with our
implementation of a new worldwide accounting system. As a result, there have
been changes in our internal control over financial reporting during the quarter
ended May 31, 2007 that have materially affected or are reasonably likely to
materially affect our internal control over financial reporting. As part of the
system implementation, we have reviewed the controls affected by the new
accounting system and have made the necessary internal control changes.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system will be met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of future
events. Because of these and other inherent limitations of control systems,
there is only reasonable assurance that our controls will succeed in achieving
their goals under all potential future conditions.
16
PART II - OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In June 2006, the Boards of Directors authorized the repurchase of up to
an aggregate of $1 billion of Carnival Corporation common stock and/or Carnival
plc ordinary shares subject to certain restrictions. The repurchase program does
not have an expiration date and may be discontinued by our Boards of Directors
at any time. The Carnival plc share repurchase authorization requires annual
shareholder approval. During the 2007 second quarter, there were no repurchases
of Carnival Corporation common stock or Carnival plc ordinary shares. At June
28, 2007 the remaining availability pursuant to our share repurchase program was
$773 million.
During the three months ended May 31, 2007, $8 million of our Zero-Coupon
notes were converted at their accreted value into 0.1 million shares of Carnival
Corporation common stock, all of which were issued from newly issued common
stock. In addition, a nominal amount of our 2% convertible notes were converted
into common stock of Carnival Corporation. The issuance was exempt from
registration under Section 3(a)(9) of the Securities Act of 1933, as amended.
Each share of Carnival Corporation common stock issued is paired with a
trust share of beneficial interest in the P&O Princess Special Voting Trust,
which holds a Special Voting Share issued by Carnival plc in connection with the
DLC transaction.
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meetings of shareholders of Carnival Corporation & plc was held
on April 16, 2007 (the "Annual Meetings"). On all matters which came before the
Annual Meetings, holders of Carnival Corporation common stock and Carnival plc
ordinary shares were entitled to one vote for each share held. Proxies for
683,296,634 shares entitled to vote were received in connection with the Annual
Meetings.
The matters which were submitted to Carnival Corporation and Carnival
plc's shareholders for approval at the Annual Meetings and the tabulation of the
votes with respect to each such matter were as follows:
Director Elections
Against/
Resolution/proposal For Withheld(a) Abstained
To re-elect Micky Arison as
a director of Carnival Corporation
and Carnival plc 666,865,043 15,831,353 600,238
To re-elect Ambassador
Richard G. Capen, Jr. as a
director of Carnival Corporation
and Carnival plc 667,627,819 11,020,711 4,648,104
To re-elect Robert H. Dickinson as
a director of Carnival Corporation
and Carnival plc 675,181,728 6,790,075 1,324,831
To re-elect Arnold W. Donald as a
director of Carnival Corporation
and Carnival plc 669,112,104 9,506,658 4,677,872
To re-elect Pier Luigi Foschi as
a director of Carnival Corporation
and Carnival plc 673,449,221 8,182,254 1,665,159
17
Director Elections Continued
Against/
Resolution/proposal For Withheld(a) Abstained
To re-elect Howard S. Frank as
a director of Carnival Corporation
and Carnival plc 675,178,389 6,792,390 1,325,855
To re-elect Richard J. Glasier as
a director of Carnival Corporation
and Carnival plc 669,380,758 9,255,606 4,660,270
To re-elect Baroness Hogg as
a director of Carnival Corporation
and Carnival plc 679,397,878 3,871,934 26,822
To re-elect Modesto A. Maidique as
a director of Carnival Corporation
and Carnival plc 668,007,343 11,009,653 4,279,638
To re-elect Sir John Parker as
a director of Carnival Corporation
and Carnival plc 679,527,394 3,724,592 44,648
To re-elect Peter G. Ratcliffe as
a director of Carnival Corporation
and Carnival plc 673,667,756 7,932,721 1,696,157
To re-elect Stuart Subotnick as
a director of Carnival Corporation
and Carnival plc 669,115,890 9,714,596 4,466,148
To elect Laura Weil as
a director of Carnival Corporation
and Carnival plc 679,584,609 3,680,936 31,089
To re-elect Uzi Zucker as
a director of Carnival Corporation
and Carnival plc 669,978,803 8,850,929 4,466,902
(a) A vote "withheld" by a shareholder of Carnival Corporation is deemed to be a
vote against the resolutions re-electing directors.
Other Matters
Abstained/ Broker
Resolution/Proposal For Against Withheld(b) Non-votes
To re-appoint the independent
auditors of Carnival plc and
to ratify the selection of the
independent registered certified
public accounting firm for
Carnival Corporation 679,838,908 979,397 2,478,329 0
To authorize the Audit Committee
of the Board of Directors of
Carnival plc to agree the
remuneration of the independent
auditors 679,812,897 986,173 2,497,564 0
18
OTHER MATTERS CONTINUED
Abstained/ Broker
Resolution/Proposal For Against Withheld(b) Non-votes
To receive the UK accounts and
the reports of the directors and
auditors of Carnival plc for
the financial year ended
November 30, 2006 674,302,933 6,410,881 2,582,820 0
To approve the directors'
remuneration report of Carnival
plc for the financial year ended
November 30, 2006 668,103,004 12,438,352 2,755,278 0
To approve limits on the authority
to allot shares by Carnival plc 678,357,221 2,369,489 2,569,924 0
To approve the disapplication of
pre-emption rights for Carnival
plc shares 673,168,153 6,247,289 3,881,192 0
To approve a general authority for
Carnival plc to buy back Carnival
plc ordinary shares in the open
market 679,973,741 980,372 2,342,521 0
To approve electronic communications
with Carnival plc shareholders 680,058,291 834,883 2,403,460 0
(b) An "abstained" vote by a shareholder of Carnival Corporation means
"withheld" for this purpose, that is a vote neither for nor against the
resolution.
Item 6. Exhibits.
3.1 Third Amended and Restated Articles of Incorporation of Carnival
Corporation, incorporated by reference to Exhibit No. 3.1 to the
joint Current Report on Form 8-K of Carnival Corporation and
Carnival plc filed on April 17, 2003.
3.2 Amended and Restated By-laws of Carnival Corporation, incorporated
by reference to Exhibit No. 3.2 to the joint Current Report on Form
8-K of Carnival Corporation and Carnival plc filed on April 17,
2003.
3.3 Articles of Association of Carnival plc, incorporated by reference
to Exhibit No. 3.3 to the joint Current Report on Form 8-K of
Carnival Corporation and Carnival plc filed on April 17, 2003.
3.4 Memorandum of Association of Carnival plc, incorporated by reference
to Exhibit No. 3.4 to the joint Current Report on Form 8-K of
Carnival Corporation and Carnival plc filed on April 17, 2003.
12 Ratio of Earnings to Fixed Charges.
31.1 Certification of Chief Executive Officer of Carnival Corporation
pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Operating Officer of Carnival Corporation
pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
19
31.3 Certification of Executive Vice President and Chief Financial and
Accounting Officer of Carnival Corporation pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.4 Certification of Chief Executive Officer of Carnival plc pursuant to
Rule 13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.5 Certification of Chief Operating Officer of Carnival plc pursuant to
Rule 13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.6 Certification of Executive Vice President and Chief Financial and
Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer of Carnival Corporation
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Operating Officer of Carnival Corporation
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.3 Certification of Executive Vice President and Chief Financial and
Accounting Officer of Carnival Corporation pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.4 Certification of Chief Executive Officer of Carnival plc pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.5 Certification of Chief Operating Officer of Carnival plc pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.6 Certification of Executive Vice President and Chief Financial and
Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
20
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 thereunto duly authorized.
CARNIVAL CORPORATION CARNIVAL PLC
By:/s/ Micky Arison By:/s/ Micky Arison
---------------- ----------------
Micky Arison Micky Arison
Chairman of the Board of Directors Chairman of the Board of Directors
and Chief Executive Officer and Chief Executive Officer
By:/s/ Howard S. Frank By:/s/ Howard S. Frank
------------------- -------------------
Howard S. Frank Howard S. Frank
Vice Chairman of the Board of Vice Chairman of the Board of
Directors and Chief Operating Officer Directors and Chief Operating Officer
By:/s/ Gerald R. Cahill By:/s/ Gerald R. Cahill
-------------------- --------------------
Gerald R. Cahill Gerald R. Cahill
Executive Vice President Executive Vice President
and Chief Financial and and Chief Financial and
Accounting Officer Accounting Officer
Date: June 29, 2007 Date: June 29, 2007
21