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): June 20, 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 June 20, 2002, Carnival Corporation issued a press release entitled
"Carnival Corporation Reports Second Quarter Earnings" 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
Second Quarter Earnings" dated June 20, 2002 is hereby incorporated by
reference.
Signatures
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: June 20, 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
Second Quarter Earnings" dated June 20, 2002.
EXHIBIT 99.1
CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE
CARNIVAL CORPORATION REPORTS SECOND QUARTER EARNINGS
MIAMI (06/20/02) -- Carnival Corporation (NYSE:CCL) reported net
income of $194.2 million ($0.33 Diluted EPS) on revenues of $989.2 million
for its second quarter ended May 31, 2002, compared to net income of
$187.0 million ($0.32 Diluted EPS) on revenues of $1.08 billion for the
same quarter in 2001.
Net income for the six months ended May 31, 2002 was $323.8 million
($0.55 Diluted EPS) on revenues of $1.89 billion, compared to net income
of $314.9 million ($0.54 Diluted EPS) on revenues of $2.09 billion for the
same period in 2001.
Earnings for the second quarter of 2002 were reduced by a $9 million
loss, including related expenses, on the sale of Holland America Line's
Nieuw Amsterdam and by $12 million from cancelled cruises.
Revenues for the second quarter of 2002 were 8.3 percent lower than
last year primarily because of lower cruise ticket prices, largely
attributed to the events of September 11, and a significant decline in the
number of guests purchasing air transportation from the company. This was
partially offset by an increase in cruise capacity of 2.1 percent. Net
revenue yield (net revenue per available berth day after deducting the
cost of air transportation and travel agent commissions) was down 5.3
percent, compared to the previous year's second quarter.
Partially offsetting the lower revenues was a 5.7 percent reduction
in the company's cost per available berth day (excluding the cost of air
transportation and travel agent commissions) due in part to the timing of
advertising expenditures. Second quarter 2002 results also did not
include any losses from the company's investment in Airtours plc, which
was sold in June 2001.
Commenting on the second quarter results, Carnival Corporation
Chairman and CEO Micky Arison said he was pleased that the company has
continued to improve its performance since the events of September 11,
noting that net revenue yields in the second quarter improved
significantly from the 7.5 percent decline experienced in the first
quarter of 2002. "Our results in the second quarter clearly demonstrate
the continuing recovery of our cruise business, in spite of the current
economic uncertainty and political unrest," he said. In addition, Arison
noted that the results from the company's "cost containment initiatives
continue to mitigate the pressure on net revenue yields."
Booking levels during the 2002 second quarter were substantially
ahead of last year. During the last few weeks, booking levels have been
approximately equal to last year's levels. Arison added that cruise
pricing has largely recovered from the significantly discounted levels
last fall, now running only slightly below the comparable period last
year. On a cumulative basis, advance bookings and average prices for the
balance of 2002 remain below last year's levels, primarily as a result of
the dramatic slowdown in 2002 bookings last fall and the shift toward
closer-to-sailing booking patterns.
"Based on bookings to date, we expect the trend in sequential yield
improvement to continue through the remainder of the year, with net
revenue yields expected to be down 3 percent to 5 percent in the third
quarter and up slightly in the fourth quarter," Arison noted.
During the second quarter of 2002, Holland America announced that it
had exercised its option for the construction of a fifth 1,848-passenger
Vista-class ship, which is scheduled for delivery in spring 2006. Looking
to the remainder of 2002, Carnival Cruise Lines plans to introduce the
2,124-passenger Carnival Legend in August 2002, offering the brand's first-
ever cruises from Europe. Following its European program, the Carnival
Legend will operate a series of voyages from various North American ports
and then reposition to Fort Lauderdale, Fla., to operate eight-day Caribbean
sailings beginning Nov. 10. Carnival Cruise Lines is also scheduled to
launch its largest passenger ship ever, the 2,974-passenger Carnival
Conquest, from New Orleans in mid-November 2002, and Holland America's
1,848-passenger Zuiderdam is scheduled to enter service in December 2002
from Fort Lauderdale.
The company has scheduled a conference call with analysts at 11 a.m.
EDT today to discuss its 2002 second quarter earnings. This call can be
listened to live, and additional information can be obtained at Carnival
Corporation's Web site at www.carnivalcorp.com.
Carnival Corporation is a global vacation and leisure travel provider
that operates Carnival Cruise Lines, the world's largest cruise line based
on passengers carried, Costa Cruises, Cunard Line, Holland America Line,
Seabourn Cruise Line, Windstar Cruises and Holland America Tours. Carnival
Corporation's six cruise brands operate 43 ships in the Caribbean, Alaska,
Europe, Mexican Riviera, South America and other worldwide destinations, and
have 15 new ships scheduled for delivery during the next four years.
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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 cruise industry and vacation industry capacity;
continued availability of attractive port destinations; changes in tax laws
and regulations; changes and disruptions in financial and equity markets;
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 rates, security expenses, food, fuel, insurance and
commodity prices and interest rates; 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 of Carnival's travel agent distribution system; 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 publicly to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Carnival plans to file a registration statement on Form S-4 and a
statement on Schedule TO with the U.S. Securities and Exchange Commission in
connection with commencement of its pre-conditional offer to acquire P&O
Princess Cruises plc. The Form S-4 will contain a prospectus and other
documents relating to the pre-conditional offer. Carnival plans to mail the
prospectus contained in the Form S-4 to shareholders of P&O Princess when
the Form S-4 is filed with the SEC. The Form S-4, the prospectus and the
Schedule TO will contain important information about Carnival, P&O Princess,
the pre-conditional offer and related matters. Investors and stockholders
should read the Form S-4, the prospectus, the Schedule TO and the other
documents filed with the SEC in connection with the pre-conditional offer
carefully before they make any decision with respect to the pre-conditional
offer. The Form S-4, the prospectus, the Schedule TO and all other documents
filed with the SEC in connection with the pre-conditional offer will be
available when filed free of charge at the SEC's web site, at www.sec.gov.
In addition, the prospectus and all other documents filed with the SEC in
connection with the pre-conditional offer will be made available to
investors 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 Form S-4, the prospectus, the Schedule TO and the
other documents filed with the SEC in connection with the pre-conditional
offer, 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.
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 Six Months
Ended May 31, Ended May 31,
2002 2001 2002 2001
Revenues $ 989,157 $1,079,125 $1,894,933 $2,086,731
Costs and Expenses
Operating 533,455 601,334 1,051,620 1,201,454
Selling and administrative 142,702 154,564 294,747 310,455
Depreciation and amortization 92,589 92,359(1) 182,343 183,950(1)
768,746 848,257 1,528,710 1,695,859
Operating Income Before
Loss From Affiliated
Operations 220,411 230,868 366,223 390,872
Loss From Affiliated
Operations, Net (22,961) (44,024)
Operating Income 220,411 207,907 366,223 346,848
Nonoperating (Expense) Income
Interest income 7,752 6,000 14,415 9,778
Interest expense, net of
capitalized interest (28,011) (30,238) (57,467) (62,110)
Other (expense) income, net (12,087)(2) 380(3) (7,129)(2) 12,326(3)
Income tax benefit, net 6,136 2,914 7,799 8,071
(26,210) (20,944) (42,382) (31,935)
Net Income $ 194,201 $ 186,963 $ 323,841 $ 314,913
Earnings Per Share
Basic $0.33 $0.32 $0.55 $0.54
Diluted $0.33 $0.32 $0.55 $0.54
Weighted Average Shares
Outstanding - Basic 586,520 584,150 586,395 584,001
Weighted Average Shares
Outstanding - Diluted 588,779 586,388 588,194 586,382
(1) On December 1, 2001, the company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," which required the company to cease amortizing its
goodwill. Goodwill amortization was $5 million and $10 million in the three
and six months ended May 31, 2001, respectively.
(2) Includes $9 million of losses, including related expenses, resulting from
the sale of Holland America's former Nieuw Amsterdam, and $4 million of
direct costs associated with cancelled cruises.
(3) Other income, net for the three and six months ended May 31, 2001 includes
a $16 million gain from the sale of the company's investment in CRC Holdings,
Inc., partially offset by $9 million of asset write-downs and $6 million of
estimated litigation related expenses. In addition, other income, net for
the six months ended May 31, 2001 includes a $13 million gain from a
settlement agreement with the manufacturers of some of the company's ship
propulsion systems to reimburse the company for lost revenues and expenses
incurred due to disruptions in service during 2000.
CARNIVAL CORPORATION
SELECTED STATISTICAL AND SEGMENT INFORMATION
THREE MONTHS ENDED SIX MONTHS ENDED
MAY 31, MAY 31,
2002 2001 2002 2001
(in thousands) (in thousands)
STATISTICAL INFORMATION
Passengers carried 831 816 1,603 1,602
Available lower berth days 5,258 5,151 10,319 10,095
Occupancy percentage 101.9% 102.5% 102.3% 103.9%
SEGMENT INFORMATION
Revenues
Cruise $ 967,354 $ 1,054,200 $ 1,867,861 $ 2,054,591
Tour 27,788 31,070 33,495 38,758
Intersegment elimination (5,985) (6,145) (6,423) (6,618)
$ 989,157 $ 1,079,125 $ 1,894,933 $ 2,086,731
Operating expenses
Cruise $ 511,757 $ 578,989 $ 1,022,595 $ 1,169,963
Tour 27,683 28,490 35,448 38,109
Intersegment elimination (5,985) (6,145) (6,423) (6,618)
$ 533,455 $ 601,334 $ 1,051,620 $ 1,201,454
Operating income (loss)
Cruise $ 232,477 $ 241,236 $ 392,344 $ 415,592
Tour (9,208) (7,682) (20,379) (18,161)
Affiliated operations (22,961) (44,024)
Corporate (2,858) (2,686) (5,742) (6,559)
$ 220,411 $ 207,907 $ 366,223 $ 346,848