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 February 28, 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 March 26, 2007 Carnival At March 26, 2007, Carnival plc had
Corporation had outstanding outstanding 213,130,388 Ordinary Shares
623,355,393 shares of Common $1.66 par value, one Special Voting
Stock, $.01 par value. Share, GBP 1.00 par value and 623,355,393
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)
Three Months
Ended February 28,
-----------------
2007 2006
---- ----
Revenues
Cruise
Passenger tickets $ 2,050 $ 1,910
Onboard and other 626 539
Other 12 14
------- -------
2,688 2,463
------- -------
Costs and Expenses
Operating
Cruise
Commissions, transportation and other 471 408
Onboard and other 111 97
Payroll and related 311 272
Fuel 220 214
Food 175 152
Other ship operating 386 357
Other 17 16
------- -------
Total 1,691 1,516
Selling and administrative 384 366
Depreciation and amortization 260 232
------- -------
2,335 2,114
------- -------
Operating Income 353 349
------- -------
Nonoperating (Expense) Income
Interest income 10 7
Interest expense, net of capitalized interest (84) (76)
Other expense, net (15)
------- -------
(74) (84)
------- -------
Income Before Income Taxes 279 265
Income Tax Benefit (Expense), Net 4 (14)
------- -------
Net Income $ 283 $ 251
======= =======
Earnings Per Share
Basic $ 0.36 $ 0.31
======= =======
Diluted $ 0.35 $ 0.31
======= =======
Dividends Per Share $ 0.275 $ 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)
February 28, November 30,
ASSETS 2007 2006
---- ----
Current Assets
Cash and cash equivalents $ 581 $ 1,163
Short-term investments 104 21
Trade and other receivables, net 287 280
Inventories 265 263
Prepaid expenses and other 272 268
--------- ---------
Total current assets 1,509 1,995
--------- ---------
Property and Equipment, Net 23,837 23,458
Goodwill 3,315 3,313
Trademarks 1,322 1,321
Other Assets 478 465
--------- ---------
$ 30,461 $ 30,552
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 271 $ 438
Current portion of long-term debt 1,197 1,054
Accounts payable 408 438
Accrued liabilities and other 1,063 1,149
Customer deposits 2,417 2,336
--------- ---------
Total current liabilities 5,356 5,415
--------- ---------
Long-Term Debt 6,172 6,355
Other Long-Term Liabilities and Deferred Income 595 572
Contingencies (Note 3)
Shareholders' Equity
Common stock of Carnival Corporation; $.01 par
value; 1,960 shares authorized; 642 shares at 2007
and 641 shares at 2006 issued 6 6
Ordinary shares of Carnival plc; $1.66 par value;
226 shares authorized; 213 shares at 2007 and
2006 issued 354 354
Additional paid-in capital 7,527 7,479
Retained earnings 11,665 11,600
Accumulated other comprehensive income 673 661
Treasury stock; 18 shares at 2007 and 2006
of Carnival Corporation and 42 shares at 2007 and
2006 of Carnival plc, at cost (1,887) (1,890)
--------- ---------
Total shareholders' equity 18,338 18,210
--------- ---------
$ 30,461 $ 30,552
========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
3
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in millions)
Three Months Ended February 28,
2007 2006
------- -------
(Note 1)
OPERATING ACTIVITIES
Net income $ 283 $ 251
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 260 232
Share-based compensation 19 20
Non-cruise investment write-down 10
Accretion of original issue discount 2 3
Other (1) 3
Changes in operating assets and liabilities
Receivables (7) 1
Inventories (2) (16)
Prepaid expenses and other (19) 24
Accounts payable (30) (44)
Accrued and other liabilities 13 (43)
Customer deposits 79 172
------- -------
Net cash provided by operating activities 597 613
------- -------
INVESTING ACTIVITIES
Additions to property and equipment (637) (757)
Purchases of short-term investments (241) (2)
Sales of short-term investments 158
Settlement of net investment hedges (71) (1)
Other, net 1 (6)
------- -------
Net cash used in investing activities (790) (766)
------- -------
FINANCING ACTIVITIES
Principal repayments of long-term debt (395) (570)
Proceeds from issuance of long-term debt 360
Dividends paid (217) (202)
(Repayments of) proceeds from short-term borrowings, net (167) 108
Proceeds from exercise of stock options 29 31
Other (1) (1)
------- -------
Net cash used in financing activities (391) (634)
------- -------
Effect of exchange rate changes on cash and cash
equivalents 2 4
------- -------
Net decrease in cash and cash equivalents (582) (783)
Cash and cash equivalents at beginning of period 1,163 1,178
------- -------
Cash and cash equivalents at end of period $ 581 $ 395
======= =======
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 sheet at February 28, 2007 and the
consolidated statements of operations and cash flows for the three months ended
February 28, 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.
We have reclassified certain operating activity amounts in the 2006
Consolidated Statement of Cash Flow to conform them to the current period
presentation primarily as a result of our adopting a new chart of accounts in
conjunction with our implementation of a new worldwide accounting system and the
change in our method of accounting for dry-dock costs from the deferral method
to the direct expense method in the 2006 second quarter. During this
implementation, we identified certain classification differences among our
operating subsidiaries and, accordingly, we have recorded the appropriate
reclassifications in the prior period to improve comparability.
NOTE 2 - Debt
At February 28, 2007, unsecured short-term borrowings consisted of U.S.
and euro- denominated bank loans of $244 million and $27 million, respectively,
with an aggregate weighted-average interest rate of 5.3%.
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 2007 we borrowed $360 million
under an unsecured term loan facility, which proceeds were used to pay a portion
of the Carnival Freedom purchase price. This facility bears interest at 4.75%
and is repayable in semi-annual installments through February 2019.
NOTE 3 - Contingencies
Litigation
On September 21, 2006, a class action complaint was filed on behalf of a
purported class of past passengers against Holland America Line ("HAL") in the
U.S. The complaint alleges that HAL (a) failed to disclose that shore excursion
vendors paid HAL to promote their services as required by an Alaska statute, and
(b) collected and retained payment from passengers for Passenger Vessel Service
Act ("PSVA") violations in certain instances when HAL did not actually incur the
fines. The complaint seeks (i) certification as a class action, (ii) statutory
damages under Alaska's consumer protection statutes, (iii) damages for each
5
PSVA fine collected and additional damages for each PSVA fine collected where no
fine was imposed, (iv) injunctive relief and (v) attorneys' fees, costs and
interest. The ultimate outcome of this action cannot be determined at this time.
However, we believe that we have meritorious defenses to these claims and intend
to vigorously defend this matter.
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 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 recoverables, 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 February 28, 2007, Carnival Corporation had contingent obligations
totaling approximately $1.05 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 $269 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 $74 million, or alternatively provide mortgages in the aggregate
amount of $74 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
February 28, 2007, have to pay a total of $179 million in stipulated damages. As
of February 28, 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, in 2004 a $170
million back-up letter of credit was issued 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.
6
NOTE 4 - Comprehensive Income
Comprehensive income was as follows (in millions):
Three Months
Ended February 28,
-----------------
2007 2006
---- ----
Net income $283 $251
Items included in accumulated other comprehensive income
Foreign currency translation adjustment 13 10
Changes related to cash flow derivative hedges (1) 4
---- ----
Total comprehensive income $295 $265
==== ====
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 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):
Three Months Ended February 28,
--------------------------------------------------------------------
Selling Depreciation
Operating and admin- and Operating
Revenues expenses istrative amortization income (loss)
-------- --------- --------- ------------ -------------
2007
----
Cruise $ 2,676 $ 1,674 $ 376 $ 251 $ 375
Other 14 19 8 9 (22)
Intersegment elimination (2) (2)
-------- -------- ------ ------ ------
$ 2,688 $ 1,691 $ 384 $ 260 $ 353
======== ======== ====== ====== ======
2006
----
Cruise $ 2,449 $ 1,500 $ 355 $ 224 $ 370
Other 16 18 11 8 (21)
Intersegment elimination (2) (2)
-------- -------- ------ ------ ------
$ 2,463 $ 1,516 $ 366 $ 232 $ 349
======== ======== ====== ====== ======
NOTE 6 - Earnings Per Share
Our basic and diluted earnings per share were computed as follows (in
millions, except per share data):
Three Months
Ended February 28,
-----------------
2007 2006
---- ----
Net income $ 283 $ 251
Interest on dilutive convertible notes 8 6
------ ------
Net income for diluted earnings per share $ 291 $ 257
====== ======
Weighted-average common and ordinary shares outstanding 793 809
Dilutive effect of convertible notes 33 26
Dilutive effect of stock plans 3 3
----- -----
Diluted weighted-average shares outstanding 829 838
===== =====
Basic earnings per share $ 0.36 $ 0.31
====== ======
Diluted earnings per share $ 0.35 $ 0.31
====== ======
7
Options to purchase 3.6 million and 2.2 million shares for the three
months ended February 28, 2007 and 2006, respectively, were excluded from our
diluted earnings per share computation since the effect of including them was
anti-dilutive. In addition, for the three months ended February 28, 2006 our
zero-coupon convertible notes were excluded from our calculation of diluted
earnings per share since the effect of including them was anti-dilutive.
NOTE 7 - Stock Incentive Awards
In the 2007 first quarter, we granted 135,000 restricted stock awards and
369,579 restricted stock units at weighted-average grant date fair values of
$52.20 and $49.69, respectively. In addition, in February 2007 we granted
207,745 stock options at a weighted-average fair value of $12.10. These stock
incentive awards were granted pursuant to our stock incentive plans and vest at
the end of three or five years or evenly over a five year period.
NOTE 8 - 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 is 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;
- 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 vacation
satisfaction of passengers;
- adverse publicity concerning the cruise industry in general, or us
in particular, could impact the demand for our 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;
- changing consumer preferences, which may, among other things,
adversely impact the demand for cruises;
- changes in and compliance with the 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 and brand
strategies and to continue to expand our business worldwide;
- 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;
- lack of acceptance of new itineraries, products and services by our
guests;
- 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;
- our decisions to self-insure against various risks or inability to
obtain insurance for certain risks;
- disruptions to our software and other information technology
systems;
- continued availability of attractive port destinations;
9
- risks associated with the DLC structure, including the uncertainty
of its tax status;
- risks associated with operating internationally;
- 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. 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 $2.04 billion and $1.43 billion for the three months ended February 28, 2007,
respectively. On a constant dollar basis, gross cruise revenues and gross cruise
costs would be $2.60 billion and $1.99 billion for the three months ended
February 28, 2007, respectively. In addition, our non-U.S. cruise operations'
depreciation and net interest expense were impacted by the changes in exchange
rates for the three months ended February 28, 2007, compared to the prior year's
comparable quarter.
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.
Outlook for Remainder of Fiscal 2007
As of March 16, 2007 we said that we expected our diluted earnings per
share for the second quarter and full year of 2007 would be in the range of
$0.45 to $0.47 and $2.90 to $3.10, respectively. Our guidance was based on the
then current forward fuel price curve of
10
$318 per metric ton for the last nine months of fiscal 2007. In addition, this
guidance was also based on currency exchange rates of $1.32 to the euro and
$1.94 to sterling.
We are not updating our March 16, 2007 guidance as we have not received
new internal forecasts from our business units. However, since our last
guidance, the forward fuel price curve has moved up to $339 per metric ton (as
of March 28, 2007) for the last nine months of fiscal 2007. Based on this
forward fuel price and current currency exchange rates of $1.33 to the euro and
$1.96 to sterling, our earnings per share for the second quarter and full year
of 2007 would decrease by $0.01 and $0.05, respectively.
Excluding any future ship orders, acquisitions or retirements, the
year-over-year percentage increase in our ALBD capacity for the second, third
and fourth quarters of 2007, resulting substantially all from new ships entering
service, is currently expected to be 9.4%, 9.6% and 5.9%, respectively.
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:
Three Months Ended February 28,
------------------------------
2007 2006
------ ------
Passengers carried (in thousands) 1,750 1,523(a)
====== ======
Occupancy percentage 104.1% 104.2%(b)
====== ======
Fuel cost per metric ton(c) $ 301 $ 319
====== ======
(a) Passengers carried in 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 2006 includes the three ships chartered to the MSC
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:
Three Months Ended February 28,
------------------------------
2007 2006
------------ ------------
(in millions, except ALBDs and yields)
Cruise revenues
Passenger tickets $ 2,050 $ 1,910
Onboard and other 626 539
------------ ------------
Gross cruise revenues 2,676 2,449
Less cruise costs
Commissions, transportation and other (471) (408)
Onboard and other (111) (97)
------------ ------------
Net cruise revenues $ 2,094 $ 1,944
============ ============
ALBDs(a) 12,818,818 11,936,438
============ ============
Gross revenue yields $ 208.72 $ 205.15
============ ============
Net revenue yields $ 163.32 $ 162.81
============ ============
Gross and net cruise costs per ALBD were computed by dividing the gross or
net cruise costs, without rounding, by ALBDs as follows:
Three Months Ended February 28,
------------------------------
2007 2006
------------ ------------
(in millions, except ALBDs and costs per ALBD)
Cruise operating expenses $ 1,674 $ 1,500
Cruise selling and administrative expenses 376 355
------------ ------------
Gross cruise costs 2,050 1,855
Less cruise costs included in net cruise revenues
Commissions, transportation and other (471) (408)
Onboard and other (111) (97)
------------ ------------
Net cruise costs $ 1,468 $ 1,350
============ ============
ALBDs(a) 12,818,818 11,936,438
============ ============
Gross cruise costs per ALBD $ 159.91 $ 155.42
============ ============
Net cruise costs per ALBD $ 114.50 $ 113.08
============ ============
(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
Three Months Ended February 28, 2007 ("2007") Compared to the Three Months Ended
February 28, 2006 ("2006")
Revenues
Net cruise revenues increased $150 million, or 7.7%, to $2.09 billion in
2007 from $1.94 billion in 2006. The 7.4% increase in ALBDs between 2007 and
2006 accounted for $144 million of the increase, and the remaining $6 million
was from increased net revenue yields, which increased 0.3% in 2007 compared to
2006 (gross revenue yields increased by 1.7%). Net revenue yields increased in
2007 primarily due to the weaker U.S. dollar relative to the euro and sterling
and higher onboard spending. Net revenue yields as measured on a constant dollar
basis decreased 2.1% in 2007 compared to 2006. Gross cruise revenues increased
$227 million, or 9.3%, in 2007 to $2.68 billion from $2.45 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, as well as more passengers purchasing air transportation from
us.
Our 2007 cruise ticket prices for most of our North American brands'
Caribbean itineraries were less than 2006, particularly for the shorter duration
cruises, which was partially offset by price increases we achieved from our
European brands' cruises. We believe that this reduction in North
American-sourced Caribbean pricing was the result of weaker consumer demand
caused primarily from the adverse impacts of higher fuel and other costs and
lower real estate values on our mid-market customers' discretionary income. In
addition, we believe the lingering effects of the 2005 hurricane season also
adversely impacted our Caribbean cruise demand.
Onboard and other revenues included concession revenues of $166 million in
2007 and $130 million in 2006. Onboard and other revenues increased $87 million
in 2007 compared to 2006, primarily because we chartered three ships to the
Military Sealift Command in 2006, which did not generate onboard revenue in 2006
as the entire charter price was recorded in passenger ticket revenue. In
addition, onboard revenues increased due to an increase in our onboard passenger
spending, as well as the weaker U.S. dollar compared to the euro and to
sterling.
Costs and Expenses
Net cruise costs increased $118 million, or 8.7%, to $1.47 billion in 2007
from $1.35 billion in 2006. The 7.4% increase in ALBDs between 2007 and 2006
accounted for $100 million of the increase. The balance of $18 million was from
increased net cruise costs per ALBD, which increased 1.3% in 2007 compared to
2006 (gross cruise costs per ALBD increased 2.9%). Net cruise costs per ALBD
increased primarily due to a weaker U.S. dollar relative to the euro and to
sterling in 2007 and increased ship damage costs for incidents including the
Carnival Cruise Line's Fantasy, Holland America Line's Oosterdam and Princess
Cruises' Regal Princess. This increase was partially offset by lower dry-dock
costs and a $18 per metric ton decrease in fuel cost, or 5.6%, to $301 per
metric ton in 2007, which resulted in a reduction in expenses of $14 million.
Net cruise costs per ALBD as measured on a constant dollar basis decreased 1.3%
in 2007 compared to 2006. Gross cruise costs increased $195 million, or 10.5%,
in 2007 to $2.05 billion from $1.86 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, as well as
more passengers purchasing air transportation from us.
Depreciation and amortization expense increased by $28 million, or 12.1%,
to $260 million in 2007 from $232 million in 2006 largely due to the 7.4%
increase in ALBDs through the addition of new ships, and additional ship
improvement expenditures.
Nonoperating (Expense) Income
Net interest expense, excluding capitalized interest, increased $7 million
to $85 million in 2007 from $78 million in 2006. This increase was primarily due
to a $5 million increase in interest expense from a higher level of average
borrowings and $2 million from higher average
13
interest rates on borrowings. Capitalized interest increased $3 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.
Income Taxes
Income tax expense decreased by $18 million to a benefit of $4 million in
2007 from an expense of $14 million in 2006 primarily because 2006 included
income tax expenses for the Military Sealift Command charters, which ended in
early March 2006. During both the first quarter of 2007 and 2006, we have
recorded tax benefits generated by the seasonal losses of our Alaska tour
operation.
Liquidity and Capital Resources
Sources and Uses of Cash
Our business provided $597 million of net cash from operations during the
three months ended February 28, 2007, a decrease of $16 million, or 2.6%,
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 three months ended February 28, 2007, our net expenditures for
capital projects were $637 million, of which $528 million was spent for our
ongoing new shipbuilding program, including $406 million for the final delivery
payment for the Carnival Freedom. In addition to our new shipbuilding program,
we had capital expenditures of $65 million for ship improvements and
refurbishments and $44 million for Alaska tour assets, cruise port facility
developments and information technology assets.
During the three months ended February 28, 2007, we borrowed $360 million
to pay part of the Carnival Freedom purchase price, and we repaid $395 million
of long-term debt, which included $323 million for the early repayment of
(pound)165 million of debt. We also repaid $167 million of our commercial paper
program and short-term bank loans during the three months ended February 28,
2007. Finally, during the first quarter of fiscal 2007 we paid cash dividends of
$217 million.
Future Commitments and Funding Sources
Our contractual cash obligations remained generally unchanged at February
28, 2007 compared to November 30, 2006, including ship construction contracts
entered into through January 2007, except for changes in our debt and the
Carnival Freedom delivery payment as noted above.
At February 28, 2007, we had liquidity of $4.91 billion, which consisted
of $685 million of cash, cash equivalents and short-term investments, $2.04
billion available for borrowing under our revolving credit facility and $2.19
billion under committed ship financing facilities. Our revolving credit facility
matures in 2011. 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 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
14
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. At
February 28, 2007, 66%, 24% and 10% (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 February 28, 2007, that they were effective as described
above.
Changes in Internal Control over Financial Reporting
During the three months ended February 28, 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 February 28, 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.
15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
As previously reported in the Carnival Corporation & plc 2006 joint Annual
Report on Form 10-K, a hearing was scheduled for February 2007 in the Florida
Court to consider final approval of a Princess Cruise Lines Wage Action
settlement. The settlement was approved at this February 2007 hearing.
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 first quarter, there were no repurchases
of Carnival Corporation common stock or Carnival plc ordinary shares. At March
29, 2007 the remaining availability pursuant to our 2006 share repurchase
program was $773 million.
During the three months ended February 28, 2007, $3 million of our 2%
convertible notes were converted at their accreted value into 0.1 million shares
of Carnival Corporation common stock, all of which were issued from treasury
stock. 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 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.
10.1 Amendment to the Carnival Corporation Nonqualified Retirement Plan
for Highly Compensated Employees.
10.2 Amendment to the Carnival Corporation "Fun Ship" Nonqualified Savings
Plan.
10.3 Amendment to the Carnival Corporation Supplemental Executive
Retirement Plan.
10.4 Amended and Restated Carnival Cruise Lines Management Incentive Plan.
10.5 Amendment to the P&O Princess Cruises Executive Share Option Plan.
10.6 Amendment to the P&O Princess Cruises Deferred Bonus and
Co-Investment Matching Plan.
16
10.7 Amendment to the Carnival plc 2005 Employee Share Plan.
10.8 Form of Restricted Stock Agreement for the Amended and Restated
Carnival Corporation 2002 Stock Plan.
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.
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.
17
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: March 30, 2007 Date: March 30, 2007
18