Final Results
FEBRUARY 21, 2006
PRELIMINARY ANNOUNCEMENT OF CARNIVAL PLC FINANCIAL INFORMATION FOR THE TWELVE MONTHS ENDED
NOVEMBER 30, 2005
-----------------
As indicated on February 9, 2006 Carnival plc is today making its preliminary announcement of
results for 2005 on a standalone basis. Carnival Corporation & plc announced its fourth quarter
and annual results of operations in its earnings release issued on December 16, 2005. In
addition, on February 9, 2006 Carnival Corporation & plc announced that it had filed a joint
Annual Report on Form 10-K with the U.S. Securities and Exchange Commission ("SEC") containing the
Carnival Corporation & plc 2005 annual financial statements.
The information included in the attached Schedules A and B, which has been derived from the
above mentioned Carnival Corporation & plc joint Annual Report on Form 10-K, has been prepared in
accordance with SEC rules and regulations. Schedules A and B contain the audited annual
consolidated financial statements for Carnival Corporation & plc as of and for the twelve months
ended November 30, 2005, together with management's discussion and analysis of financial condition
and results of operations. These Carnival Corporation & plc consolidated financial statements
have been prepared in accordance with generally accepted accounting principles in the United
States of America ("U.S. GAAP") and present the results of the combined Carnival Corporation & plc
group following the formation of the dual listed company ("DLC") on April 17, 2003. The Directors
consider that within the DLC arrangement, the most appropriate presentation of Carnival plc's
results and financial position is by reference to the U.S. GAAP financial statements of Carnival
Corporation & plc.
In accordance with the requirements of the UK Listing Authority ("UKLA"), the Directors are
today presenting in the attached Schedule C the preliminary announcement of final results for
Carnival plc standalone as of and for the year ended November 30, 2005. The Carnival plc group
standalone financial information excludes the results of Carnival Corporation and is prepared
under generally accepted accounting principles in the UK ("UK GAAP"). The financial information
set out within Schedule C does not constitute Carnival plc's statutory accounts for the periods
ended November 30, 2005 and 2004. Statutory accounts for 2004 have been delivered to the
registrar of companies, whereas those for 2005 will be delivered following Carnival plc's annual
general meeting. The auditors have reported on those accounts; their reports were unqualified and
did not contain statements under section 237(2) or (3) of the Companies Act 1985.
MEDIA CONTACTS INVESTOR RELATIONS CONTACT
US US/UK
Carnival Corporation & plc Carnival Corporation & plc
Tim Gallagher Beth Roberts
001 305 599 2600, ext. 16000 001 305 406 4832
UK
Brunswick
Sophie Fitton/Sarah Tovey
020 7404 5959
The full joint Annual Report on Form 10-K (including the portion extracted for this
announcement) is available for viewing on the SEC website at www.sec.gov under Carnival
Corporation or Carnival plc or the Carnival Corporation & plc website at www.carnivalcorp.com or
www.carnivalplc.com. A copy of the joint Annual Report on Form 10-K is also available at the UKLA
Document Viewing Facility of the Financial Services Authority at 25 The North Colonnade, London
E14 5HS, United Kingdom.
Carnival Corporation & plc is the largest cruise vacation group in the world, with a
portfolio of 12 cruise brands in North America, Europe and Australia, comprised of Carnival Cruise
Lines, Holland America Line, Princess Cruises, Seabourn Cruise Line, Windstar Cruises, AIDA
Cruises, Costa Cruises, Cunard Line, Ocean Village, P&O Cruises, Swan Hellenic, and P&O Cruises
Australia.
Together, these brands operate 79 ships totaling 137,000 lower berths with 16 new ships scheduled
to enter service between February 22, 2006 and September 2009. Carnival Corporation & plc also
operates the leading tour companies in Alaska and the Canadian Yukon, Holland America Tours and
Princess Tours. Traded on both the New York and London Stock Exchanges, Carnival Corporation &
plc is the only group in the world to be included in both the S&P 500 and the FTSE 100 indices.
Additional information can be obtained via Carnival Corporation & plc's website at
www.carnivalcorp.com or www.carnivalplc.com or by writing to Carnival plc at Carnival House, 5
Gainsford Street, London SE1 2NE, United Kingdom.
SCHEDULE A
CARNIVAL CORPORATION & PLC - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS UNDER U.S. GAAP
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 2005 Annual Report 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. You can
find many, but not all, of these statements by looking for words like "will," "may," "believes,"
"expects," "anticipates," "forecast," "future," "intends," "plans," and "estimates" and for
similar expressions.
Because forward-looking statements 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 2005 Annual Report. 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:
- risks associated with the DLC structure, including the uncertainty of its tax status;
- general economic and business conditions, which may impact levels of disposable income
of consumers and net revenue yields for our cruise brands;
- 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;
- risks associated with operating internationally;
- the implementation of U.S. regulations requiring U.S. citizens to obtain passports for
travel to or from additional foreign destinations;
- the international political and economic climate, armed conflicts, terrorist attacks and
threats thereof, availability of air service, other world events and adverse publicity,
and their impact on the demand for cruises;
- accidents and other incidents affecting the health, safety, security and vacation
satisfaction of passengers, including machinery and equipment failures, which could cause
the alteration of itineraries or cancellation of a cruise or a series of cruises and the
impact of the spread of contagious diseases;
- changing consumer preferences, which may, among other things, adversely impact the demand
for cruises;
- our ability to implement our shipbuilding programs and brand strategies and to continue
to expand our business worldwide;
- our ability to attract and retain qualified shipboard crew and maintain good relations
with employee unions;
- our ability to obtain financing on terms that are favorable or consistent with our
expectations;
- the impact of changes in financing and operating costs, including changes in foreign
currency exchange rates and interest rates and fuel, food, payroll, insurance and
security costs;
- the impact of pending or threatened litigation;
- changes in the environmental, health, safety, security, tax and other regulatory
regimes under which we operate;
- continued availability of attractive port destinations;
- our ability to successfully implement cost reduction plans;
- continuing financial viability of our travel agent distribution system and air service
providers; and
- unusual weather patterns or natural disasters, such as hurricanes and earthquakes.
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 2005 Annual Report,
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.
Executive Overview
In 2003, the demand for travel was challenged by, among other things, an unstable
geopolitical environment, a weaker economy, the emergence of Severe Acute Respiratory Syndrome
("SARS") in Asia and the threat and eventual outbreak of war in Iraq. These events had a negative
effect on the public's willingness to travel, and consequently, negatively impacted our net
revenue yields (see "Key Performance Indicators" below).
Since the beginning of 2004 and continuing through 2005, the effects of those factors on the
cruise industry were reduced, and we experienced a substantial improvement in our net revenue
yields. The improvement in net revenue yields was primarily the result of higher passenger ticket
prices, onboard revenues and occupancy and, to a lesser extent, a weaker U.S. dollar relative to
the euro and sterling. The increase in 2005 pricing was achieved despite an 8.5% increase in
cruise capacity relating to the introduction of three new ships in fiscal 2005. In addition, from
2003 through 2005, the cruise industry was impacted by substantial increases in fuel prices.
However, the 2005 increased net revenue yields more than compensated for the increase in fuel
costs. It is possible that fuel prices may continue to increase in 2006 and future years. As
discussed below, our 2006 earnings guidance is impacted by an expectation of higher fuel costs.
Throughout this period we generated significant cash flows and remained in a strong financial
position, which is a high priority and we believe provides us with a competitive advantage in the
capital intensive cruise industry. However, our operations are subject to many risks, as briefly
noted above and under the caption "Cautionary Note Concerning Factors That May Affect Future
Results," which could adversely impact our future results.
During calendar 2005, we ordered six additional ships for our North American and European
brands, which are expected to be delivered between 2007 and 2009. As of January 30, 2006, we had
signed agreements with two shipyards providing for the construction of 16 additional cruise ships
(see Note 7 in the accompanying financial statements). These new ships are expected to continue
to help us maintain our leadership position within the cruise industry. The year-over-year
percentage increases in our ALBD capacity, resulting from new ships entering service, is expected
to be 5.1%, 7.5%, 8.4% and 6.5% for fiscal 2006, 2007, 2008 and 2009, respectively, based on ships
currently on order and net of the expected sale of the Pacific Sky by P&O Cruises Australia in May
2006.
Outlook For Fiscal 2006 ("2006")
As of December 16, 2005 we said that we expected our 2006 full year earnings per share will
be between $3.00 to $3.10. We also said that we expected our first quarter 2006 earnings per share
to be in the range of $0.34 to $0.36. Our guidance was based on the then current forward fuel
price curve for all of 2006 of $322 per metric ton and $312 per metric ton for the first quarter
2006. In addition, this guidance was also based on currency exchange rates of $1.17 to the euro
and $1.73 to sterling.
Our 2006 outlook includes the impact of two accounting matters. Commencing with the first
quarter of fiscal 2006, we will begin to recognize compensation costs in our statement of
operations in an amount equal to the fair value of share-based payments granted to employees and
directors pursuant to SFAS No. 123(R). The increase in our share-based compensation expense in
2006 is expected to be approximately $55 million compared to our reported fiscal 2005 stock-based
compensation expense (see Note 2). Also commencing with the first quarter of fiscal 2006, we will
change the period over which we amortize our deferred dry-dock costs to the length of time between
dry-docks, generally two to three years, instead of amortizing them generally over one to two
years. This change in estimate reflects the lengthening of the time between dry-docks, resulting
from regulatory changes and technological enhancements to our ships. In 2006, this change is
expected to reduce dry-dock amortization by approximately $40 million compared to normal levels of
dry-dock amortization.
Since the date of our December earnings release, the cruise industry has begun a period of
heavy bookings generally referred to as "wave season." Bookings and pricing for our brands since
the start of wave season are up slightly compared to the corresponding period last year.
Since our December guidance, the forward prices for fuel for the full year 2006 and first
quarter 2006 have increased from $322 per ton and $312 per ton to $334 per ton and $321 per ton,
respectively. If actual fuel prices for the full year 2006 and first quarter 2006 ultimately
equal the more recent forward prices, our diluted earnings per share would be reduced by $0.04 and
$0.01 for the full year 2006 and first quarter 2006, respectively.
Partially offsetting the impact of fuel prices, the U.S. dollar has weakened relative to both
the euro and sterling, to currency exchange rates of $1.20 to the euro and $1.75 to sterling.
Assuming the exchange rates remain at the current levels, our diluted earnings per share would
increase by approximately $0.01 for the year 2006 and would be unchanged for the 2006 first
quarter.
Key Performance Indicators and Pro Forma Information
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 revenues. Substantially all of our
remaining cruise costs are largely fixed once our ship capacity levels have been determined.
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 exchange rate environment. On a constant dollar basis, net
cruise revenues and net cruise costs would be $8.63 billion and $5.15 billion for fiscal 2005,
respectively. In addition to our two non-GAAP financial measures discussed above, our non-U.S.
cruise operations' depreciation and net interest expense were impacted by the changes in exchange
rates for fiscal 2005 compared to 2004.
Our 2003 reported results only included the results of P&O Princess since April 17, 2003.
Consequently, for the year ended November 30, 2004, we believe that the most meaningful comparison
of our annual operating income and revenue and cost metrics is to the comparable pro forma results
and metrics in 2003, which reflect the operations of both Carnival Corporation and P&O Princess as
if the companies had been consolidated throughout 2003. Accordingly, we have disclosed pro forma
information for the year ended November 30, 2003, as well as the required reported information, in
the discussion of our results of operations.
The 2003 pro forma information was computed by adding the results of P&O Princess' annual
operations, and acquisition adjustments of $16 million of depreciation expense and $3 million of
interest expense and excluding $51 million of nonrecurring DLC transaction costs, to the 2003
Carnival Corporation reported results for the year ended November 30, 2003.
Critical Accounting Estimates
Our critical accounting estimates are those which we believe require our most significant
judgments about the effect of matters that are inherently uncertain. A discussion of our critical
accounting estimates, the underlying judgments and uncertainties used to make them and the
likelihood that materially different estimates would be reported under different conditions or
using different assumptions is as follows:
Ship Accounting
Our most significant assets are our ships and ships under construction, which represent 85%
of our total assets. We make several critical accounting estimates dealing with our ship
accounting. First, we compute our ships' depreciation expense, which represented 11% of our
cruise operating expenses in fiscal 2005, which requires us to estimate the average useful life of
each of our ships, as well as their residual values. Secondly, we account for ship improvement
costs by capitalizing those costs, that we believe will add value to our ships and depreciate
those improvements over their estimated useful lives, while expensing repairs and maintenance
costs as they are incurred. Finally, when we record the retirement of a ship component that is
included within the ship's cost basis, we estimate its net book value to determine the amount of
ship component retired.
We determine the average useful life of our ships and their residual values based primarily
on our estimates of the weighted-average useful lives and residual values of the ships' major
component systems, such as cabins, main diesels, main electric, superstructure and hull. In
addition, we consider, among other things, long-term vacation market conditions and competition
and historical useful lives of similarly-built ships. We have estimated our new ships' average
useful lives at 30 years and their average residual values at 15% of our original ship cost.
Given the very large and complex nature of our ships, ship accounting estimates require
considerable judgment and are inherently uncertain. We do not have cost segregation studies
performed to specifically componentize our ship systems. In addition, since we do not separately
componentize our ships, we do not identify and track depreciation of specific component systems.
Therefore, we have to estimate the net book value of components that are replaced or refurbished,
based primarily upon their replacement or refurbishment cost and the age of the ship.
If materially different conditions existed, or if we materially changed our assumptions of
ship lives and residual values, our depreciation expense or loss on replacement or refurbishment
of ship assets and net book value of our ships would be materially different. In addition, if we
change our assumptions in making our determinations as to whether improvements to a ship add
value, the amounts we expense each year as repair and maintenance costs could increase, partially
offset by a decrease in depreciation expense, as less costs would have been initially capitalized
to our ships. Our fiscal 2005 ship depreciation expense would have increased by approximately $23
million for every year we reduced our estimated average 30 year ship useful life. In addition, if
our ships were estimated to have no residual value, our fiscal 2005 depreciation expense would
have increased by approximately $120 million.
We believe that the estimates we made for ship accounting purposes are reasonable and our
methods are consistently applied and, accordingly, result in depreciation expense that is based on
a rational and systematic method to equitably allocate the costs of our ships to the periods
during which services are obtained from their use. In addition, we believe that the estimates we
made are reasonable and our methods consistently applied (1) in determining the average useful
life and average residual values of our ships; (2) in determining which ship improvement costs add
value to our ships; and (3) in determining the net book value of ship component assets being
replaced or refurbished. Finally, we believe our critical ship accounting estimates are generally
comparable with those of other major cruise companies.
Asset Impairment
The impairment reviews of our ship, trademark assets and of our goodwill, which has been
allocated to our cruise line reporting units, require us to make significant estimates to
determine the fair values of these assets or reporting units.
The determination of fair value includes numerous uncertainties, unless a viable actively
traded market exists for the asset or for a comparable reporting unit, which is usually not the
case for cruise ships, cruise lines and trademarks. For example, in determining fair values of
ships and cruise lines utilizing discounted forecasted cash flows, significant judgments are made
concerning, among other things, future net revenue yields, net cruise costs per ALBD, interest and
discount rates, cruise itineraries, ship additions and retirements, technological changes,
consumer demand, governmental regulations and the effects of competition. In addition, third
party appraisers are sometimes used to determine fair values and some of their valuation
methodologies are also subject to similar types of uncertainties. Also, the determination of fair
values of reporting units using a price earnings multiple approach also requires significant
judgments, such as determining reasonably comparable multiples. Finally, determining trademark
fair values also requires significant judgments in determining both the estimated trademark cash
flows, and the appropriate royalty rates to be applied to those cash flows to determine their fair
value. We believe that we have made reasonable estimates and judgments in determining whether our
ships, goodwill and trademarks have been impaired. However, if there is a material change in the
assumptions used in our determination of fair value or if there is a material change in the
conditions or circumstances influencing fair value, we could be required to recognize a material
impairment charge.
Contingencies
We periodically assess the potential liabilities related to any lawsuits or claims brought
against us, as well as for other known unasserted claims, including environmental, legal,
passenger and crew, and tax matters. While it is typically very difficult to determine the timing
and ultimate outcome of these matters, we use our best judgment to determine if it is probable
that we will incur an expense related to the settlement or final adjudication of such matters and
whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable
losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability
when we believe a loss is probable and the amount of the loss can be reasonably estimated, in
accordance with the provisions of SFAS No. 5, "Accounting for Contingencies," as amended. Such
accruals are typically based on developments to date, management's estimates of the outcomes of
these matters, our experience in contesting, litigating and settling other similar matters,
historical claims experience and actuarially determined assumptions of liabilities, and any
related insurance coverage. See Note 8 in the accompanying financial statements for additional
information concerning our contingencies.
Given the inherent uncertainty related to the eventual outcome of these matters and potential
insurance recoveries, it is possible that all or some of these matters may be resolved for amounts
materially different from any provisions or disclosures that we may have made with respect to
their resolution. In addition, as new information becomes available, we may need to reassess the
amount of probable liability that needs to be accrued related to our contingencies. All such
revisions in our estimates could materially impact our results of operations and financial
position.
Results of Operations
We earn our cruise revenues primarily from the following:
- sales of passenger cruise tickets and, in some cases, the sale of air and other
transportation to and from our ships. The cruise ticket price includes
accommodations, most meals, some non-alcoholic beverages, entertainment and
many onboard activities,
- the sale of goods and/or services primarily on board our ships, which include bar
and some beverage sales, casino gaming, shore excursions, gift shop and spa sales,
photo and art sales, and pre- and post cruise land packages. These goods and
services are either provided directly by us or by independent concessionaires, from
which we receive a percentage of their revenues.
We incur cruise operating costs and expenses for the following:
- the costs of passenger cruise tickets, which represent costs that vary directly
with passenger cruise ticket revenues, and include travel agent commissions, air
and other travel related costs,
- onboard and other cruise costs, which represent costs that vary directly with
onboard and other revenues, and include the costs of liquor and some beverages,
costs of tangible goods sold by us from our gift, photo and art auction activities,
pre- and post cruise land packages and credit card fees. Concession revenues do not
have any significant amount of costs associated with them, as the costs and services
incurred for these activities are provided by our concessionaires,
- payroll and related costs, which represent costs for all our shipboard personnel,
including deck and engine officers and crew and hotel and administrative employees,
- food costs, which include both our passenger and crew food costs,
- fuel costs, which include fuel delivery costs, and
- other ship operating costs, which include repairs and maintenance, port charges,
insurance, entertainment and all other shipboard operating costs and expenses.
For segment information related to our revenues, expenses, operating income and other
financial information see Note 12 in the accompanying financial statements.
Summary
Our reported and pro forma results of operations and selected information were as
follows:
Years Ended November 30,
Pro Forma Reported
2005 2004 2003 2003
(dollars in millions, except selected information)
Revenues
Cruise
Passenger tickets $ 8,379 $7,357 $5,732 $5,039
Onboard and other 2,356 2,070 1,600 1,420
Other 352 300 264 259
------- ------ ------ ------
11,087 9,727 7,596 6,718
------- ------ ------ ------
Costs and Expenses
Operating
Cruise
Commissions, transportation
and other 1,665 1,572 1,227 1,021
Onboard and other 408 359 279 229
Payroll and related 1,145 1,003 841 744
Food 615 550 447 393
Fuel 709 493 390 340
Other ship operating 1,425 1,270 1,038 897
Other 250 210 198 190
------- ------ ------ ------
Total 6,217 5,457 4,420 3,814
Selling and administrative 1,329 1,285 1,103 936
Depreciation and amortization 902 812 653 585
------- ------ ------ ------
Operating Income 2,639 2,173 1,420 1,383
Nonoperating Expense, Net (309) (272) (185) (160)
------- ------ ------ ------
Income Before Income Taxes 2,330 1,901 1,235 1,223
Income Tax Expense, Net (73) (47) (25) (29)
------- ------ ------ ------
Net Income $ 2,257 $1,854 $1,210 $1,194
------- ------ ------ ------
Selected Information
Passengers carried
(in thousands) 6,848 6,306 5,422 5,038
----- ----- ----- -----
Occupancy percentage 105.6% 104.5% 102.6% 103.4%
----- ----- ----- -----
Fuel cost per metric ton (a) $ 260 $ 194 $ 179 $ 182
------- ------ ------ ------
(a) Fuel cost per metric ton is calculated by dividing the cost of our fuel by the number of
metric tons consumed.
Non-GAAP Financial Measures
Gross and net revenue yields were computed by dividing the gross or net revenues, without
rounding, by ALBDs as follows:
Years Ended November 30,
Pro Forma Reported
2005 2004 2003 2003
(in millions, except ALBDs and yields)
Cruise revenues
Passenger tickets $ 8,379 $7,357 $5,732 $5,039
Onboard and other 2,356 2,070 1,600 1,420
------- ------ ------ ------
Gross cruise revenues 10,735 9,427 7,332 6,459
Less cruise costs
Commissions, transportation
and other (1,665) (1,572) (1,227) (1,021)
Onboard and other (408) (359) (279) (229)
------- ------ ------ ------
Net cruise revenues $ 8,662 $7,496 $5,826 $5,209
------- ------ ------ ------
ALBDs 47,754,627 44,009,061 37,554,709 33,309,785
---------- ---------- ---------- ----------
Gross revenue yields $224.80 $214.21 $195.23 $193.91
------- ------- ------- -------
Net revenue yields $181.39 $170.32 $155.11 $156.38
------- ------- ------- -------
Gross and net cruise costs per ALBD were computed by dividing the gross or net cruise
costs, without rounding, by ALBDs as follows:
Years Ended November 30,
Pro Forma Reported
2005 2004 2003 2003
(in millions, except ALBDs and costs per ALBD)
Cruise operating expenses $5,967 $5,247 $4,222 $3,624
Cruise selling and
administrative expenses 1,276 1,231 1,054 896
------- ------ ------ ------
Gross cruise costs 7,243 6,478 5,276 4,520
Less cruise costs included in net
cruise revenues
Commissions, transportation
and other (1,665) (1,572) (1,227) (1,021)
Onboard and other (408) (359) (279) (229)
------ ------ ------ ------
Net cruise costs $5,170 $4,547 $3,770 $3,270
------ ------ ------ ------
ALBDs 47,754,627 44,009,061 37,554,709 33,309,785
---------- ---------- ---------- ----------
Gross cruise costs per ALBD $151.67 $147.20 $140.50 $135.69
------- ------- ------- -------
Net cruise costs per ALBD $108.25 $103.31 $100.38 $ 98.16
------- ------- ------- -------
Fiscal 2005 ("2005") Compared to Fiscal 2004 ("2004")
Revenues
Net cruise revenues increased $1.17 billion, or 15.6%, to $8.66 billion in 2005 from $7.50
billion in 2004. The 8.5% increase in ALBDs between 2005 and 2004 accounted for $638 million of
the increase, and the remaining $528 million was from increased net revenue yields, which
increased 6.5% in 2005 compared to 2004 (gross revenue yields increased by 4.9%). Net revenue
yields increased in 2005 primarily from higher cruise ticket prices, a 1.1% increase in occupancy,
higher onboard revenues and the weaker U.S. dollar relative to the euro and sterling. Net revenue
yields as measured on a constant dollar basis increased 6.1% in 2005. Gross cruise revenues
increased $1.31 billion, or 13.9%, in 2005 to $10.74 billion from $9.43 billion in 2004 for
largely the same reasons as net cruise revenues.
Onboard and other revenues included concession revenues of $289 million in 2005 and $261
million in 2004. Onboard and other revenues increased in 2005 compared to 2004, primarily because
of the 8.5% increase in ALBDs and increased passenger spending on our ships.
Other non-cruise revenues increased $69 million, or 17.3%, to $467 million in 2005 from $398
million in 2004 primarily due to the increase in the number of cruise/tours sold.
Costs and Expenses
Net cruise costs increased $623 million, or 13.7%, to $5.17 billion in 2005 from $4.55
billion in 2004. The 8.5% increase in ALBDs between 2004 and 2005 accounted for $387 million of
the increase, and the remaining $236 million was from increased net cruise costs per ALBD, which
increased 4.8% in 2005 compared to 2004 (gross cruise costs per ALBD increased 3.0%). Net cruise
costs per ALBD increased primarily due to a $66 increase in fuel cost per metric ton, or 34.0%, to
$260 per metric ton in 2005, higher dry-dock amortization expense, a $23 million MNOPF
contribution (see Note 13 in the accompanying financial statements) and a weaker U.S. dollar
relative to the euro and to sterling in 2005. Net cruise costs per ALBD as measured on a constant
dollar basis compared to 2004 increased 4.3% in 2005 and were flat excluding fuel costs and the
MNOPF contribution, compared to 2004. Gross cruise costs increased $765 million, or 11.8%, in 2005
to $7.24 billion from $6.48 billion in 2004, which was a lower percentage increase than net cruise
costs primarily because of the lower proportion of passengers who purchased air transportation
from us in 2005.
Other non-cruise operating expense increased $57 million, or 18.5%, to $365 million in 2005
from $308 million in 2004 primarily due to the increase in the number of cruise/tours sold.
Depreciation and amortization expense increased by $90 million, or 11.1%, to $902 million in
2005 from $812 million in 2004 largely due to the 8.5% increase in ALBDs through the addition of
new ships and ship improvement expenditures.
Nonoperating (Expense) Income
Net interest expense, excluding capitalized interest, increased $31 million in 2005 to $323
million in 2005 from $292 million in 2004. This increase was primarily due to a $36 million
increase in interest expense from higher average borrowing rates and a weaker U.S. dollar,
partially offset by a $5 million increase in interest income due to higher average invested fund
balances.
Other expense in 2005 included a $22 million expense for the write-down of a non-cruise
investment, partially offset by $7 million income from the settlement of litigation associated
with the DLC transaction.
Income Taxes
Income tax expense increased by $26 million from 2004 to $73 million in 2005 from $47 million
in 2004 primarily because we recorded approximately $18 million for U.S. income taxes related to
the charter of three ships to the Military Sealift Command ("MSC") in connection with the
Hurricane Katrina relief efforts. Commencing in September 2005, these three ships were chartered
for six months, and pursuant to our agreement with the MSC, the net earnings from the charter will
be equal to the amount of net earnings we would have earned on these ships if we had not entered
into this charter.
Fiscal 2004 ("2004") Compared to Pro Forma 2003 ("pro forma 2003") and Reported Results 2003
("reported 2003")
Revenues
Net cruise revenues increased $1.67 billion, or 29%, to $7.50 billion in 2004 from $5.83
billion in pro forma 2003. The 17.2% increase in ALBDs between pro forma 2003 and 2004 accounted
for $1.0 billion of the increase, and the remaining $670 million was from increased net revenue
yields, which increased 9.8% in 2004 compared to pro forma 2003 (gross revenue yields increased by
9.7%). Net revenue yields increased in 2004 primarily from higher cruise ticket prices, a 1.9%
increase in occupancy, higher onboard revenues and the weaker U.S. dollar relative to the euro and
sterling. Net revenue yields as measured on a constant dollar basis increased 6.6% in 2004. Gross
cruise revenues increased $2.10 billion, or 29%, in 2004 to $9.43 billion from $7.33 billion in
pro forma 2003 primarily for the same reasons as net cruise revenues.
Net cruise revenues increased $2.29 billion, or 44%, to $7.50 billion in 2004 from $5.21
billion in reported 2003. The 32.1% increase in ALBDs between reported 2003 and 2004, which
included P&O Princess for a full year in 2004, but only since April 17, 2003 during 2003,
accounted for $1.67 billion of the increase, and the remaining $615 million was from increased net
revenue yields, which increased 8.9% in 2004 compared to 2003 (gross revenue yields increased by
10.5%). Net revenue yields increased primarily for the same reasons as noted above. Gross cruise
revenues increased $2.97 billion, or 46%, in 2004 to $9.43 billion from $6.46 billion for
primarily the same reasons as net cruise revenues.
Onboard and other revenues included concession revenues of $261 million in 2004, $201 million
in pro forma 2003 and $192 million in reported 2003, which increased in 2004 compared to both pro
forma 2003 and reported 2003 primarily because of the increases in ALBDs and increased passenger
spending on our ships.
Other non-cruise revenues increased $48 million, or 13.7%, to $398 million in 2004 from $350
million in proforma 2003 (an increase of $53 million, or 15.4% from $345 million in reported 2003)
primarily due to the increase in the number of cruise/tours sold, as well as price increases.
Costs and Expenses
Net cruise costs increased $777 million, or 21%, to $4.55 billion in 2004 from $3.77 billion
in pro forma 2003. The 17.2% increase in ALBDs between pro forma 2003 and 2004 accounted for $650
million of the increase, and the remaining $127 million was from increased net cruise costs per
ALBD, which increased 2.9% in 2004 compared to pro forma 2003 (gross cruise costs per ALBD
increased 4.8%). Net cruise costs per ALBD increased primarily due to a $15 increase in fuel cost
per metric ton, or 8.4%, to $194 per metric ton in 2004 and the weaker U.S. dollar relative to the
euro and the sterling in 2004. Net cruise costs per ALBD as measured on a constant dollar basis
compared to pro forma 2003 declined 0.5% in 2004. The decrease in constant dollar net cruise costs
was primarily the result of the economies of scale associated with the pro forma 17.2% ALBD
increase and synergy savings from the integration efforts following the DLC transaction. Gross
cruise costs increased $1.20 billion, or 23%, in 2004 to $6.48 billion from $5.23 billion in pro
forma 2003 primarily for the same reasons as net cruise costs.
Net cruise costs increased $1.28 billion, or 39%, to $4.55 billion in 2004 from $3.27 billion
in reported 2003. The 32.1% increase in ALBDs between reported 2003 and 2004 accounted for $1.05
billion of the increase, and the remaining $230 million was from increased net cruise costs per
ALBD, which increased 5.2% in 2004 compared to reported 2003 (gross cruise costs per ALBD
increased 8.5%). Net cruise costs per ALBD increased primarily for the same reasons as noted
above. Gross cruise costs increased $1.96 billion, or 43%, in 2004 to $6.48 billion from $4.52
billion in reported 2003 primarily for the same reasons as net cruise costs and a higher
proportion of P&O Princess brands' customers who purchased air from us.
Other non-cruise operating expense increased $24 million, or 8.5%, to $308 million in 2004
from $284 million in pro forma 2003 (an increase of $32 million, or 11.6%, from $276 million in
reported 2003) primarily due to the increased volume of cruise/tours sold in 2004.
Depreciation and amortization expense increased by $159 million, or 24.3%, to $812 million in
2004 from $653 million in pro forma 2003 largely due to the pro forma 17.2% expansion of the
combined fleet and ship improvement expenditures, as well as the impact of a weaker U.S. dollar.
Depreciation and amortization increased by $227 million, or 38.8%, to $812 million in 2004 from
$585 million in reported 2003. This increase was primarily due to the same factors as noted above
and the result of the consolidation of P&O Princess.
Nonoperating (Expense) Income
Net interest expense, excluding capitalized interest, increased to $292 million in 2004 from
$217 million in reported 2003, or $75 million, which increase consisted primarily of a $102
million increase in interest expense from our higher level of average borrowings and a weaker U.S.
dollar, partially offset by a $27 million decrease in interest expense due to lower average
borrowing rates. The higher average debt balances were primarily a result of our consolidation of
the former P&O Princess debt and new ship deliveries.
Income Taxes
Income tax expense increased $18 million from reported 2003 to $47 million in 2004 primarily
because of the increase in Costa's Italian taxable income and other taxes relating to our
operations.
Liquidity and Capital Resources
Sources and Uses of Cash
Our business provided $3.41 billion of net cash from operations during fiscal 2005, an
increase of $194 million, or 6.0%, compared to fiscal 2004. 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 fiscal 2005, our net expenditures for capital projects were $1.98 billion, of which
$1.47 billion was spent for our ongoing new shipbuilding program, including the final delivery
payments for the Carnival Valor, Carnival Liberty and P&O Cruises' Arcadia. The remaining capital
expenditures consisted primarily of $324 million for ship improvements and refurbishments, and
$179 million for Alaska tour assets, cruise port facility developments and information technology
assets. During fiscal 2004, our net expenditures for capital projects were $3.59 billion primarily
because we took delivery of seven new ships.
During fiscal 2005, we borrowed $1.15 billion, of which a portion was used to pay a part of
the Arcadia and Carnival Liberty purchase prices and to refinance debt as noted below. During
fiscal 2005, we made $609 million of debt repayments, which included the final payment on our
capitalized lease obligations of $110 million, $100 million repayment of our 7.05% fixed rate
notes and $253 million in repayments of Costa indebtedness. In addition, we refinanced $487
million of euro debt in 2005 to reduce our future borrowing rate. We also paid cash dividends of
$566 million and purchased $386 million of treasury stock during 2005.
Future Commitments and Funding Sources
At November 30, 2005, our contractual cash obligations, including ship construction
contracts entered into in December 2005, and the effects such obligations are expected to have
on our liquidity and cash flow in future periods were as follows (in millions):
Payments Due by Fiscal Year
Contractual Cash
Obligations Total 2006 2007 2008 2009 2010 Thereafter
----------- ----- ---- ---- ---- ---- ---- ----------
Long-term debt(a) $7,052 $1,325 $1,035 $1,672 $ 169 $ 944 $1,907
Short-term borrowings(a) 300 300
Fixed-rate interest
payments(a) 1,679 203 188 166 146 128 848
Shipbuilding(a) 7,590 1,710 2,340 2,130 1,410
Port facilities and
other(a) 600 58 70 70 56 52 294
Operating leases(a) 200 43 30 25 20 16 66
Purchase obligations(b) 615 516 81 11 5 2
Other long-term
liabilities reflected
on the balance
sheet(c) 457 23 106 52 39 33 204
------- ------ ------ ------ ------ ------ ------
Total contractual
cash obligations(d) $18,493 $4,178 $3,850 $4,126 $1,845 $1,175 $3,319
------- ------ ------ ------ ------ ------ ------
(a) See Notes 6 and 7 in the accompanying financial statements for additional information
regarding these contractual cash obligations. Fixed-rate interest payments represent
cash outflows for fixed interest payments, including interest swapped from a variable-
rate to a fixed-rate, but does not include interest payments on variable-rate debt or
interest swapped from a fixed-rate to a variable-rate. Ship construction contracts
entered into after November 30, 2005 aggregated $2.26 billion.
(b) Represents legally-binding commitments to purchase inventory and other goods and services
made in the normal course of business to meet operational requirements. Many of our
contracts contain clauses that allow us to terminate the contract with notice, and with
or without a termination penalty. Termination penalties are generally an amount less
than the original obligation. Historically, we have not had any significant defaults of
our contractual obligations or incurred significant penalties for termination of our
contractual obligations.
(c) Represents cash outflows for certain of our long-term liabilities that could be
reasonably estimated. The primary outflows are for estimates of our employee benefit
plan obligations, crew and passenger claims, certain deferred income taxes and other
long-term liabilities. Other long-term liabilities, such as deferred income, derivative
contracts payable, which convert fixed rate debt to variable rate debt, fair value of
hedged commitments and certain deferred income taxes, have been excluded from the table
as they do not require cash settlement in the future or the timing of the cash outflow
cannot be reasonably estimated.
(d) Foreign currency payments are based on the November 30, 2005 exchange rates.
During 2004, 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 commencing in
2005, subject to certain repurchase restrictions on Carnival plc shares. From December 1, 2004
through February 6, 2006, we had repurchased 8.0 million shares for $386 million.
At November 30, 2005, as adjusted for $916 million of additional committed ship financing
facilities entered into in January 2006, we had liquidity of $4.67 billion, which consisted of
$1.19 billion of cash, cash equivalents and short-term investments, $1.83 billion available for
borrowing under our revolving credit facility, and $1.65 billion under committed ship financing
facilities. Our revolving credit facility matures in 2010. 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 2006, we expect to be in compliance with our debt covenants during 2006.
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 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. No assurance can be given 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,
that either have, or are reasonably likely to have, a current or future material effect on our
financial statements.
Foreign Currency Exchange Rate Risks
In 2003, we broadened our global presence through Carnival plc's foreign operations, in
addition to the foreign currency denominated operations of our Costa subsidiary. Specifically,
our expanded international business operations through P&O Cruises, Ocean Village and Swan
Hellenic in the UK and AIDA in Germany subject us to an increasing level of foreign currency
exchange risk related to the sterling and euro because these operations have either the sterling
or the euro as their functional currency. Accordingly, exchange rate fluctuations of the sterling
and the euro against the dollar will affect our reported financial results since the reporting
currency for our consolidated financial statements is the U.S. dollar and the functional currency
for our international operations is generally the local currency. Any weakening of the U.S. dollar
against these local functional currencies has the financial statement effect of increasing the
U.S. dollar values reported for cruise revenues and cruise expenses in our consolidated financial
statements. Strengthening of the U.S. dollar has the opposite effect.
We seek to minimize the impact of fluctuations in foreign currency exchange rates through our
normal operating and financing activities, including netting certain exposures to take advantage
of any natural offsets and, when considered appropriate, through the use of derivative financial
instruments. The financial impacts of these hedging instruments are generally offset by
corresponding changes in the underlying exposures being hedged. Our policy is to not use any
financial instruments for trading or other speculative purposes.
One of our primary foreign currency exchange rate risks is related to our outstanding
commitments under ship construction contracts denominated in a currency other than the functional
currency of the cruise brand that is expected to be operating the ship. These currency
commitments are affected by fluctuations in the value of the functional currency as compared to
the currency in which the shipbuilding contract is denominated. We generally use foreign currency
swaps to manage foreign currency exchange rate risk from ship construction contracts (see Notes 2,
7 and 11 in the accompanying financial statements). Accordingly, increases and decreases in the
fair value of these foreign currency swaps offset changes in the fair value of the foreign
currency denominated ship construction commitments, thus resulting in the elimination of such
risk.
Specifically, we have foreign currency swaps for three of our euro denominated shipbuilding
contracts. At November 30, 2005, the fair value of these foreign currency swaps was a net
unrealized gain of $29 million which is recorded, along with an offsetting $29 million fair value
liability related to our shipbuilding firm commitments, on our accompanying 2005 balance sheet.
Based upon a 10% strengthening or weakening of the U.S. dollar and sterling compared to the euro
as of November 30, 2005, assuming no changes in comparative interest rates, the estimated fair
value of these foreign currency swaps would decrease or increase by $120 million, which would be
offset by a decrease or increase of $120 million in the U.S. dollar value of the related foreign
currency ship construction commitments resulting in no net dollar impact to us.
However, at November 30, 2005, as adjusted for our December 2005 ship orders, we have two
euro denominated shipbuilding contracts aggregating 1.05 billion in euros assigned to Carnival
Cruise Lines, a U.S. dollar functional currency operation, for which we have not entered into any
foreign currency swaps. Therefore, the U.S. dollar cost of these ships will increase or decrease
based upon changes in the exchange rate until the payments are made under the shipbuilding
contracts or we enter into a foreign currency swap. These euro commitments effectively act as an
economic hedge against a portion of our net investment in euro-denominated cruise operations.
Accordingly, any increase or decrease in our ship costs resulting from changes in the exchange
rate will be offset by a corresponding change in the net assets of our euro-denominated cruise
operations. Based upon a 10% hypothetical increase or decrease in the November 30, 2005 U.S.
dollar to euro foreign currency exchange rate, the cost of these ships would increase or decrease
by $124 million. Decisions regarding whether or not to hedge a given ship commitment are made on a
case-by-case basis, taking into consideration the amount and duration of the exposure, market
volatility, and economic trends.
The cost of shipbuilding orders that we may place in the future for our cruise lines who
generate their cash flows in a currency that is different than the shipyard's operating currency,
generally the euro, is expected to be affected by foreign currency exchange rate fluctuations.
Given the decline in the U.S. dollar relative to the euro over the past several years, the U.S.
dollar cost to order new cruise ships at current exchange rates has increased significantly. If
the U.S. dollar remains at current levels or declines further, this may affect our ability to
order future new cruise ships for U.S. dollar functional currency brands.
Finally, we consider our investments in foreign subsidiaries to be denominated in relatively
stable currencies and of a long-term nature. In addition to the strategy discussed above, we also
partially address these exposures by denominating a portion of our debt, or entering into foreign
currency swaps, in our subsidiaries' functional currencies (generally euros or sterling).
Specifically, we have debt of $1.68 billion in euros and $657 million in sterling and have $1.11
billion of foreign currency swaps, whereby we have converted $237 million of U.S. dollar debt into
sterling debt, $736 million of U.S. dollar debt into euro debt and $138 million of euro debt into
sterling debt, thus partially offsetting this foreign currency exchange rate risk. At November 30,
2005, the fair value of these foreign currency swaps was a net unrealized loss of $58 million,
which is recorded in AOCI and offsets a portion of the gains recorded in AOCI upon translating
these foreign subsidiaries net assets into U.S. dollars. Based upon a 10% hypothetical increase
or decrease in the November 30, 2005 foreign currency exchange rate, we estimate that these
contracts' fair values would increase or decrease by $111 million, which would be offset by a
decrease or increase of $111 million in the U.S. dollar value of our net investments.
Interest Rate Risks
We seek to minimize the impact of fluctuations in interest rates through our long-term
investment and debt portfolio strategies, which include entering into a substantial amount of
fixed rate debt instruments. We continuously evaluate our debt portfolio, and make periodic
adjustments to the mix of floating rate and fixed rate debt based on our view of interest rate
movements through the use of interest rate swaps. At November 30, 2005, 75% of the interest cost
on our long-term debt was effectively fixed and 25% was variable, including the effect of our
interest rate swaps.
Specifically, we have interest rate swaps at November 30, 2005, which effectively changed
$926 million of fixed rate debt to libor-based floating rate debt. In addition, we have interest
rate swaps at November 30, 2005, which effectively changed $961 million and $286 of euribor and
GBP libor floating rate debt, respectively, to fixed rate debt. The fair value of our long-term
debt and interest rate swaps at November 30, 2005 was $7.70 billion. Based upon a hypothetical 10%
decrease or increase in the November 30, 2005 market interest rates, the fair value of our long-
term debt and interest rate swaps would increase or decrease by approximately $85 million and
interest expense on our variable rate debt, including the effect of our interest rate swaps, would
increase or decrease by approximately $7 million.
In addition, based upon a hypothetical 10% decrease or increase in Carnival Corporation's
November 30, 2005 common stock price, the fair value of our convertible notes would increase or
decrease by approximately $197 million.
These hypothetical amounts are determined by considering the impact of the hypothetical
interest rates and common stock price on our existing long-term debt and interest rate swaps. This
analysis does not consider the effects of the changes in the level of overall economic activity
that could exist in such environments or any relationships which may exist between interest rate
and stock price movements. Furthermore, since substantially all of our fixed rate long-term debt
cannot currently be called or prepaid and $1.25 billion of our variable rate long-term debt is
subject to interest rate swaps which effectively fix the interest rate, it is unlikely we would be
able to take any significant steps in the short-term to mitigate our exposure in the unlikely event
of a significant decrease in market interest rates.
Bunker Fuel Price Risks
We have typically not used financial instruments to hedge our exposure to the bunker fuel
price market risk. We estimate that our fiscal 2006 fuel cost would increase or decrease by
approximately $2.9 million for each $1 per metric ton increase or decrease in our average bunker
fuel price.
Selected Financial Data
The selected consolidated financial data presented below for fiscal 2001 through 2005 and as
of the end of each such year, are derived from our audited financial statements and should be read
in conjunction with those financial statements and the related notes.
Years Ended November 30,
2005 2004 2003 2002 2001
(in millions, except per share and other operating data)
Statement of Operations
and Cash Flow Data(a)
Revenues $11,087 $9,727 $6,718 $4,383 $4,549
Operating income $ 2,639 $2,173 $1,383 $1,042 $ 892
Net income(b) $ 2,257 $1,854 $1,194 $1,016(c) $ 926(c)
Earnings per share(b)
Basic $ 2.80 $ 2.31 $ 1.66 $ 1.73 $ 1.58
Diluted $ 2.70 $ 2.24 $ 1.63 $ 1.69 $ 1.57
Dividends declared
per share $0.800 $0.525 $0.440 $0.420 $0.420
Cash from operations $3,410 $3,216 $1,933 $1,469 $1,239
Capital expenditures $1,977 $3,586 $2,516 $1,986 $ 827
Other Operating Data(a)
Available lower berth days(d) 47,754,627 44,009,061 33,309,785 21,435,828 20,685,123
Passengers carried 6,848,386 6,306,168 5,037,553 3,549,019 3,385,280
Occupancy percentages(e) 105.6% 104.5% 103.4% 105.2% 104.7%
As of November 30,
2005 2004 2003 2002 2001
(in millions, except percentages)
Balance Sheet and Other
Data(a)
Total assets $28,432 $27,636 $24,491 $12,335 $11,564
Long-term debt, excluding
current portion $ 5,727 $ 6,291 $ 6,918 $ 3,014 $ 2,955
Total shareholders' equity $16,972 $15,760 $13,793 $ 7,418 $ 6,591
Debt to capital(f) 30.2% 33.5% 34.9% 29.9% 31.1%
(a) Includes the results of Carnival plc since April 17, 2003. Accordingly, the information
from 2003 and thereafter is not comparable to the prior periods. Our results for the
three years prior to fiscal 2004, were negatively affected by a number of factors
affecting consumers' vacation demands including, among other things, armed conflicts in
the Middle East and elsewhere, terrorist attacks in the U.S. and elsewhere, the uncertain
worldwide economy and adverse publicity surrounding these and other events.
(b) Effective December 1, 2001, we adopted SFAS No. 142, which required us to stop amortizing
goodwill as of December 1, 2001. If amortization of goodwill had not been recorded for
fiscal 2001, our adjusted net income would have been $952 million and our adjusted basic
and diluted earnings per share would have been $1.63 and $1.61, respectively.
(c) Our net income for fiscal 2002 and 2001 includes an impairment charge of $20 million and
$140 million, respectively, and fiscal 2001 includes a nonoperating net gain of $101
million from the sale of our investment in Airtours plc. In addition, fiscal 2002
includes a $51 million income tax benefit as a result of an Italian investment incentive.
(d) Total annual passenger capacity for the period, assuming two passengers per cabin, that
we offered for sale, which is computed by multiplying passenger capacity by revenue-
producing ship operating days in the period.
(e) In accordance with cruise industry practice, occupancy percentage is calculated using
a denominator of two passengers per cabin even though some cabins can accommodate
three or more passengers. The percentages in excess of 100% indicate that more than two
passengers occupied some cabins.
(f) Percentage of total debt to the sum of total debt and shareholders' equity.
Market Price for Common Stock and Ordinary Shares
Carnival Corporation's common stock, together with paired trust shares of beneficial interest
in the P&O Princess Special Voting Trust (which holds a Special Voting Share of Carnival plc) is
traded on the NYSE under the symbol "CCL." Carnival plc's ordinary shares trade on the London
Stock Exchange under the symbol "CCL." Carnival plc's ADSs, each one of which represents one
Carnival plc ordinary share, are traded on the NYSE under the symbol "CUK." The depository for
the ADSs is JPMorgan Chase Bank. The high and low stock sales price for the periods indicated
were as follows:
Carnival Corporation Carnival plc
Price per Ordinary
Share (GBP) Price per ADS (USD)
High Low High Low High Low
Fiscal 2005
Fourth Quarter $54.98 $45.78 £33.19 £26.60 $56.48 $47.32
Third Quarter $55.75 $48.76 £33.40 £28.31 $58.10 $51.46
Second Quarter $55.96 $46.76 £31.45 £25.90 $59.21 $50.02
First Quarter $58.98 $48.90 £32.69 £29.13 $62.17 $56.50
Fiscal 2004
Fourth Quarter $53.65 $45.29 £30.89 £26.22 $57.15 $47.43
Third Quarter $48.05 $41.55 £27.30 £23.65 $50.03 $43.85
Second Quarter $46.50 $40.05 £26.72 £22.98 $48.05 $41.20
First Quarter $46.30 $34.95 £26.12 £20.30 $49.21 $35.13
As of February 6, 2006, there were 4,287 holders of record of Carnival Corporation common
stock and 48,601 holders of record of Carnival plc ordinary shares and 69 holders of record of
Carnival plc ADSs. The past performance of our stock prices cannot be relied on as a guide to
their future performance.
All dividends for both Carnival Corporation and Carnival plc are declared in U.S. dollars.
Holders of Carnival Corporation common stock or Carnival plc ADS's receive a dividend payable in
U.S. dollars. The dividends payable for Carnival plc ordinary shares are payable in sterling,
unless the shareholders elect to receive the dividends in U.S. dollars. Dividends payable in
sterling will be converted from U.S. dollars into sterling based upon a current U.S. dollar to
sterling exchange rate announced prior to the dividend payment date.
Selected Quarterly Financial Data (Unaudited)
Our revenue from the sale of passenger tickets is seasonal. Historically, demand for cruises
has been the 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. 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.
Quarterly financial results for fiscal 2005 were as follows:
Quarters Ended
February 28 May 31 August 31 November 30
(in millions, except per share data)
Revenues $2,396 $2,519 $3,605 $2,567
Operating income $ 418 $ 482 $1,291 $ 448
Net income $ 345 $ 408 $1,151 (a) $ 353
Earnings per share
Basic $ 0.43 $ 0.51 $ 1.43 $ 0.44
Diluted $ 0.42 $ 0.49 $ 1.36 $ 0.43
Dividends declared
per share $ 0.15 $ 0.20 $ 0.20 $ 0.25
(a) Includes a $23 million expense related to the MNOPF contribution and a $22 million
expense for a non-cruise investment write-down.
Quarterly financial results for fiscal 2004 were as follows:
Quarters Ended
February 29 May 31 August 31 November 30
(in millions, except per share data)
Revenues $1,981 $2,253 $3,250 $2,243
Operating income $ 260 $ 406 $1,160 $ 347
Net income $ 203 $ 332 $1,025 $ 294
Earnings per share
Basic $ 0.25 $ 0.41 $ 1.28 $ 0.37
Diluted $ 0.25 $ 0.40 $ 1.22 $ 0.36
Dividends declared
per share $0.125 $0.125 $0.125 $ 0.15
SCHEDULE B
CARNIVAL CORPORATION & PLC - U.S. GAAP CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
Years Ended November 30,
2005 2004 2003
---- ---- ----
Revenues
Cruise
Passenger tickets $ 8,379 $7,357 $5,039
Onboard and other 2,356 2,070 1,420
Other 352 300 259
------- ------ ------
11,087 9,727 6,718
------- ------ ------
Costs and Expenses
Operating
Cruise
Commissions, transportation and other 1,665 1,572 1,021
Onboard and other 408 359 229
Payroll and related 1,145 1,003 744
Food 615 550 393
Fuel 709 493 340
Other ship operating 1,425 1,270 897
Other 250 210 190
------- ------ ------
Total 6,217 5,457 3,814
Selling and administrative 1,329 1,285 936
Depreciation and amortization 902 812 585
------- ------ ------
8,448 7,554 5,335
------- ------ ------
Operating Income 2,639 2,173 1,383
------- ------ ------
Nonoperating (Expense) Income
Interest income 28 17 27
Interest expense, net of
capitalized interest (330) (284) (195)
Other (expense) income, net (7) (5) 8
------- ------ ------
(309) (272) (160)
------- ------ ------
Income Before Income Taxes 2,330 1,901 1,223
Income Tax Expense, Net (73) (47) (29)
------- ------ ------
Net Income $ 2,257 $1,854 $1,194
------- ------ ------
Earnings Per Share
Basic $ 2.80 $ 2.31 $ 1.66
------ ------ ------
Diluted $ 2.70 $ 2.24 $ 1.63
------ ------ ------
Dividends Per Share $ 0.80 $0.525 $ 0.44
------ ------ ------
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED BALANCE SHEETS
(in millions, except par value)
November 30,
2005 2004
ASSETS ---- ----
Current Assets
Cash and cash equivalents $ 1,178 $ 643
Short-term investments 9 17
Accounts receivable, net 408 409
Inventories 250 240
Prepaid expenses and other 370 419
------- -------
Total current assets 2,215 1,728
------- -------
Property and Equipment, Net 21,312 20,823
Goodwill 3,206 3,321
Trademarks 1,282 1,306
Other Assets 417 458
------- -------
$28,432 $27,636
------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 300 $ 381
Current portion of long-term debt 1,042 681
Convertible debt subject to current put option 283 600
Accounts payable 690 631
Accrued liabilities and other 832 868
Customer deposits 2,045 1,873
------- -------
Total current liabilities 5,192 5,034
------- -------
Long-Term Debt 5,727 6,291
Other Long-Term Liabilities and Deferred Income 541 551
Commitments and Contingencies (Notes 7 and 8)
Shareholders' Equity
Common stock of Carnival Corporation; $.01 par
value; 1,960 shares authorized; 639 shares at 2005
and 634 shares at 2004 issued 6 6
Ordinary shares of Carnival plc; $1.66 par value;
226 shares authorized; 212 shares at 2005 and
2004 issued 353 353
Additional paid-in capital 7,381 7,311
Retained earnings 10,233 8,623
Unearned stock compensation (13) (16)
Accumulated other comprehensive income 156 541
Treasury stock; 2 shares of Carnival Corporation
at 2005 and 42 shares of Carnival plc at 2005
and 2004, at cost (1,144) (1,058)
------- -------
Total shareholders' equity 16,972 15,760
------- -------
$28,432 $27,636
------- -------
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended November 30,
2005 2004 2003
---- ---- ----
OPERATING ACTIVITIES
Net income $2,257 $1,854 $1,194
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 902 812 585
Investment write-down 22
Accretion of original issue discount 20 21 20
Other 15 16 8
Changes in operating assets and liabilities,
excluding business acquired
Receivables (71) 11 (91)
Inventories (15) (73) (17)
Prepaid expenses and other (105) (54) 82
Accounts payable 84 (28) 43
Accrued and other liabilities 89 178 (16)
Customer deposits 212 479 125
------ ------ ------
Net cash provided by operating activities 3,410 3,216 1,933
------ ------ ------
INVESTING ACTIVITIES
Additions to property and equipment (1,977) (3,586) (2,516)
Sales of short-term investments 943 1,216 3,745
Purchases of short-term investments (935) (772) (3,803)
Cash acquired from the acquisition of P&O Princess, net 140
Proceeds from retirement of property and equipment 77 51
Other, net (1) (24) (50)
------ ------ ------
Net cash used in investing activities (1,970) (3,089) (2,433)
------ ------ ------
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 1,152 843 2,123
Principal repayments of long-term debt (1,096) (932) (1,137)
Dividends paid (566) (400) (292)
(Repayments of) proceeds from short-term borrowings, net (58) 272 94
Proceeds from exercise of stock options 63 142 53
Purchase of treasury stock (386)
Other (1) (4) (15)
------ ------ ------
Net cash (used in) provided by
financing activities (892) (79) 826
------ ------ ------
Effect of exchange rate changes on cash and cash
equivalents (13) (15) (23)
------ ------ ------
Net increase in cash and cash equivalents 535 33 303
Cash and cash equivalents at beginning of year 643 610 307
------ ------ ------
Cash and cash equivalents at end of year $1,178 $ 643 $ 610
------ ------ ------
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions)
Unearned Accumulated Total
Compre- Additional stock other share-
hensive Common Ordinary paid-in Retained compen- comprehensive Treasury holders'
income stock shares capital earnings sation income (loss) stock equity
------ ----- ------ ------- -------- ------ ------------- ----- ------
Balances at November 30, 2002 $ 6 $1,089 $6,326 $ (11) $ 8 $7,418
Comprehensive income
Net income $1,194 1,194 1,194
Foreign currency
translation adjustment 162 162 162
Unrealized losses on
marketable securities, net (1) (1) (1)
Changes related to cash flow
derivative hedges, net (9) (9) (9)
------
Total comprehensive income $1,346
------
Cash dividends declared (329) (329)
Acquisition of Carnival plc $346 6,010 $(1,058) 5,298
Issuance of stock under stock
plans 3 64 (14) 53
Amortization of unearned stock
compensation 7 7
--- ---- ------ ------- ----- ------ ------- -------
Balances at November 30, 2003 6 349 7,163 7,191 (18) 160 (1,058) 13,793
Comprehensive income
Net income $1,854 1,854 1,854
Foreign currency
translation adjustment 398 398 398
Unrealized loss on
marketable securities (1) (1) (1)
Minimum pension liability
adjustments (3) (3) (3)
Changes related to cash flow
derivative hedges, net (13) (13) (13)
------
Total comprehensive income $2,235
------
Cash dividends declared (422) (422)
Issuance of stock under stock
plans 4 148 (7) 145
Amortization of unearned stock
compensation 9 9
--- ---- ------ ------- ----- ------ ------- -------
Balances at November 30, 2004 6 353 7,311 8,623 (16) 541 (1,058) 15,760
Comprehensive income
Net income $2,257 2,257 2,257
Foreign currency
translation adjustment (398) (398) (398)
Minimum pension liability
adjustments (2) (2) (2)
Changes related to cash flow
derivative hedges, net 15 15 15
------
Total comprehensive income $1,872
------
Cash dividends declared (647) (647)
Issuance of stock under stock
plans 73 (9) 64
Amortization of unearned stock
compensation 12 12
Purchase of treasury stock (386) (386)
Issuance of common stock upon
conversion of convertible debt (3) 300 297
--- ---- ------ ------- ----- ------ ------- -------
Balances at November 30, 2005 $ 6 $353 $7,381 $10,233 $ (13) $ 156 $(l,144) $16,972
--- ---- ------ ------- ----- ------ ------- -------
The accompanying notes are an integral part of these consolidated financial statements.
CARNIVAL CORPORATION & PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - General
Description of Business
Carnival Corporation is incorporated in Panama, and Carnival plc is incorporated in England
and Wales. 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 2005 Annual Report as "Carnival Corporation & plc," "our," "us," and "we." Our
consolidated financial statements only include the results of operations and cash flows of the
former P&O Princess Cruises plc since April 17, 2003.
Carnival Corporation and Carnival plc (formerly known as P&O Princess Cruises plc or "P&O
Princess") operates as a dual listed company ("DLC"), whereby the businesses of Carnival
Corporation and Carnival plc are combined through a number of contracts and through amendments to
Carnival Corporation's articles of incorporation and by-laws and to Carnival plc's memorandum of
association and articles of association. The two companies have retained their separate legal
identities, however, they operate as if they were a single economic enterprise. Each company's
shares continue to be publicly traded; on the New York Stock Exchange ("NYSE") for Carnival
Corporation and the London Stock Exchange for Carnival plc. In addition, Carnival plc American
Depository Shares ("ADSs") are traded on the NYSE. See Note 3.
We are the largest cruise company and one of the largest vacation companies in the world. As
of November 30, 2005, a summary of the number of cruise ships we operate, by brand, their
passenger capacity and the primary areas in which they are marketed is as follows:
Number of Passenger Primary
Cruise Brands Cruise Ships Capacity (a) Market
------------- ------------ -------- ------
Carnival Cruise
Lines 21 47,820 North America
Princess Cruises
("Princess") 14 29,152 North America
Holland America Line 12 16,930 North America
Costa Cruises ("Costa") 10 17,262 Europe
P&O Cruises 5 8,844 United Kingdom
AIDA Cruises ("AIDA") 4 5,378 Germany
Cunard Line ("Cunard") 2 4,410 North America and United Kingdom
P&O Cruises Australia(b) 3 3,680 Australia and New Zealand
Ocean Village 1 1,578 United Kingdom
Swan Hellenic 1 678 United Kingdom
Seabourn Cruise Line
("Seabourn") 3 624 North America
Windstar Cruises 3 604 North America
-- -------
79 136,960
-- -------
(a) In accordance with cruise industry practice, passenger capacity is calculated based
on two passengers per cabin even though some cabins can accommodate three or more
passengers.
(b) In December 2005, we entered into an agreement for the sale of P&O Cruises Australia's
Pacific Sky, which is expected to leave our fleet in May 2006.
Preparation of Financial Statements
The preparation of our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America requires us to make estimates and
assumptions that affect the amounts reported and disclosed in our financial statements. Actual
results could differ from these estimates. All significant intercompany balances and transactions
are eliminated in consolidation.
NOTE 2 - Summary of Significant Accounting Policies
Basis of Presentation
We consolidate entities over which we have control (see Note 3), as typically evidenced by a
direct ownership interest of greater than 50%. For affiliates where significant influence over
financial and operating policies exists, as typically evidenced by a direct ownership interest from
20% to 50%, the investment is accounted for using the equity method.
Cash and Cash Equivalents and Short-Term Investments
Cash and cash equivalents include investments with original maturities of three months or
less, which are stated at cost. At November 30, 2005 and 2004, cash and cash equivalents included
$980 million and $495 million of investments, respectively, primarily comprised of time deposits,
investment grade asset-backed debt obligations, commercial paper and money market funds.
Substantially all of our short-term investments, which consist of investments with original
maturities greater than three months, are comprised of investment grade variable rate debt
obligations, which are asset-backed and categorized as available-for-sale. Our investments in
these securities are recorded at cost, which approximates their fair value due to these
investments having variable interest rates, which typically reset every 28 days. Despite the
long-term nature of their stated contractual maturities, we have the ability to quickly liquidate
these securities. As a result of the resetting variable rates, at November 30, 2005 and 2004 we
had no cumulative gross unrealized or realized holding gains or losses from these investments.
All income generated from these investments was recorded as interest income.
Inventories
Inventories consist of provisions, gift shop and art merchandise held for resale, fuel and
supplies carried at the lower of cost or market. Cost is determined using the weighted-average or
first-in, first-out methods.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization were computed using
the straight-line method over our estimates of average useful lives and residual values, as a
percentage of original cost, as follows:
Residual
Values Years
-------- -----
Ships 15% 30
Ship improvements 0% or 15% 2 to remaining
life of ship
Buildings and improvements 0-10% 5-40
Transportation equipment and other 0-25% 2-20
Leasehold improvements, including port facilities Shorter of lease term
or related asset life
We review our long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of these assets may not be fully recoverable. The assessment of
possible impairment is based on our ability to recover the carrying value of our asset based on
our estimate of its undiscounted future cash flows. If these estimated undiscounted future cash
flows are less than the carrying value of the asset, an impairment charge is recognized for the
excess, if any, of the asset's carrying value over its estimated fair value.
Dry-dock costs primarily represent planned major maintenance activities that are incurred
when a ship is taken out of service for scheduled maintenance. These costs are included in
prepaid expenses and are amortized to other ship operating expenses using the straight-line method
generally over one to two years.
Ship improvement costs that we believe add value to our ships are capitalized to the ships,
and depreciated over the improvements' estimated useful lives, while costs of repairs and
maintenance are charged to expense as incurred. Upon replacement or refurbishment of previously
capitalized ship components, these assets' estimated cost and accumulated depreciation are written
off.
We capitalize interest on ships and other capital projects during their construction period.
Goodwill
We review our goodwill for impairment annually, or, when events or circumstances dictate,
more frequently. All of our goodwill has been allocated to our cruise reporting units. There
were no significant changes to our goodwill carrying amounts since November 30, 2003, other than
the changes resulting from using different foreign currency translation rates at each balance
sheet date, except as noted below.
During 2004, we increased the fair values of the P&O Princess publicly traded debt, and
correspondingly, goodwill, by $61 million to take into account the extension of Carnival
Corporation's guarantee to cover this debt as of April 2003, the acquisition date. In addition,
we reduced the fair value of P&O Princess' trademarks and, correspondingly increased goodwill by
$54 million to properly value our acquired trademarks as of the acquisition date. The impact of
these changes on our financial statements was immaterial.
Our goodwill impairment reviews consist of a two-step process of first determining the fair
value of the reporting unit and comparing it to the carrying value of the net assets allocated to
the reporting unit. Fair values of our reporting units were determined based on our estimates of
comparable market price or discounted future cash flows. If this fair value exceeds the carrying
value, which was the case for our reporting units, no further analysis or goodwill write-down is
required. If the fair value of the reporting unit is less than the carrying value of the net
assets, the implied fair value of the reporting unit is allocated to all the underlying assets and
liabilities, including both recognized and unrecognized tangible and intangible assets, based on
their fair value. If necessary, goodwill is then written-down to its implied fair value.
Trademarks
The cost of developing and maintaining our trademarks have been expensed as incurred.
However, for acquisitions made after June 2001 we have allocated a portion of the purchase price
to the acquiree's identified trademarks. The trademarks that Carnival Corporation recorded as part
of its acquisition of P&O Princess, which are estimated to have an indefinite useful life and,
therefore, are not amortizable, are reviewed for impairment annually, or more frequently when
events or circumstances indicate that the trademark may be impaired. Our trademarks would be
considered impaired if their carrying value exceeds their fair value.
Derivative Instruments and Hedging Activities
We utilize derivative and nonderivative financial instruments, such as foreign currency swaps
and foreign currency obligations, to limit our exposure to fluctuations in foreign currency
exchange rates and interest rate swaps to manage our interest rate exposure and to achieve a
desired proportion of variable and fixed rate debt (see Notes 6 and 11).
All derivatives are recorded at fair value, and the changes in fair value must be immediately
included in earnings if the derivatives do not qualify as effective hedges. If a derivative is a
fair value hedge, then changes in the fair value of the derivative are offset against the changes
in the fair value of the underlying hedged item. If a derivative is a cash flow hedge, then
changes in the fair value of the derivative are recognized as a component of accumulated other
comprehensive income ("AOCI") until the underlying hedged item is recognized in earnings. If a
derivative or a nonderivative financial instrument is designated as a hedge of a net investment in
a foreign operation, then changes in the fair value of the financial instrument are recognized as
a component of AOCI to offset the change in the translated value of the net investment being
hedged, until the investment is liquidated. We formally document all relationships between hedging
instruments and hedged items, as well as our risk management objectives and strategies for
undertaking our hedge transactions.
We classify the fair value of our derivative contracts and the fair value of our offsetting
hedged firm commitments as either current or long-term, which are included in prepaid and other
assets and accrued and other liabilities, depending on whether the maturity date of the derivative
contract is within or beyond one year from our balance sheet dates. The cash flows from
derivatives treated as hedges are classified in our statements of cash flows in the same category
as the item being hedged.
During fiscal 2005, 2004 and 2003, all net changes in the fair value of both our fair value
hedges and the offsetting hedged firm commitments and our cash flow hedges were immaterial, as
were any ineffective portions of these hedges. No fair value hedges or cash flow hedges were
derecognized or discontinued in fiscal 2005, 2004 or 2003. In addition, the amount of realized
net losses or gains from cash flow hedges that were reclassified into earnings during fiscal 2005,
2004 and 2003 was not significant. The amount of estimated cash flow hedges unrealized net losses
which are expected to be reclassified to earnings in the next twelve months is approximately $4
million.
Finally, if any shipyard with which we have contracts to build our ships is unable to
perform, we would be required to perform under our foreign currency swaps related to these
shipbuilding contracts. Accordingly, based upon the circumstances, we may have to discontinue the
accounting for those currency swaps as hedges, if the shipyard cannot perform. However, we
believe that the risk of shipyard nonperformance is remote.
Revenue and Expense Recognition
Guest cruise deposits represent unearned revenues and are initially recorded as customer
deposit liabilities when received. Customer deposits are subsequently recognized as cruise
revenues, together with revenues from onboard and other activities and all associated direct costs
of a voyage, upon completion of voyages with durations of ten nights or less and on a pro rata
basis for voyages in excess of ten nights. Future travel discount vouchers issued to guests are
typically recorded as a reduction of revenues when such vouchers are utilized. Revenues and
expenses from our tour and travel services are recognized at the time the services are performed
or expenses are incurred.
Insurance/Self-Insurance
We use a combination of insurance and self-insurance for a number of risks including claims
related to crew and passengers, hull and machinery, war risk, workers' compensation and general
liability. Liabilities associated with these risks, including estimates for crew and passenger
claims, are estimated based on, among other things, historical claims experience, severity factors
and other actuarial assumptions. Our expected loss accruals are based on estimates, and while we
believe the amounts accrued are adequate, the ultimate loss may differ from the amounts provided.
Advertising Costs
Advertising costs are charged to expense as incurred except for brochures and media
production costs. The brochures and media production costs are recorded as prepaid expenses and
charged to expense as consumed or upon the first airing of the advertisement, respectively.
Advertising expenses totaled $455 million, $464 million and $335 million in fiscal 2005, 2004 and
2003, respectively. At November 30, 2005 and 2004, the amount of advertising costs included in
prepaid expenses was not significant.
Foreign Currency Translations and Transactions
For our foreign subsidiaries and affiliates using the local currency as their functional
currency, assets and liabilities are translated at exchange rates in effect at the balance sheet
dates. Revenues and expenses of these foreign subsidiaries and affiliates are translated at
weighted-average exchange rates for the period. Equity is translated at historical rates, and the
resulting cumulative foreign currency translation adjustments resulting from this process are
included as a component of AOCI. Therefore, the U.S. dollar value of these items in our financial
statements fluctuates from period to period, depending on the value of the dollar against these
functional currencies.
Exchange gains and losses arising from the remeasurement of monetary assets and liabilities
and foreign currency transactions denominated in a currency other than the functional currency of
the entity involved are immediately included in our earnings, unless such net liabilities have
been designated to act as a hedge of a net investment in a foreign operation. In addition, the
unrealized exchange gains or losses on our long-term intercompany receivables denominated in a
non-functional currency, which are not expected to be repaid in the foreseeable future and are
therefore considered to form part of our net investment, are recorded as a foreign currency
translation adjustment, which is included as a component of AOCI. Finally, net foreign currency
transaction gains or losses recorded in our earnings were not significant in fiscal 2005, 2004 and
2003.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted-average number of
shares of common stock and ordinary shares outstanding during each period. Diluted earnings per
share is computed by dividing adjusted net income by the weighted-average number of shares of
common stock and ordinary shares, common stock equivalents and other potentially dilutive
securities outstanding during each period. All shares that are issuable under our outstanding
convertible notes that have contingent share conversion features have been considered outstanding
for our diluted earnings per share computations, if dilutive, using the "if converted" method of
accounting from the date of issuance.
Stock-Based Compensation
Pursuant to Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation," as amended, we elected to use the intrinsic value method of accounting
for our employee and director stock-based compensation awards instead of the fair value method.
Accordingly, we have not recognized compensation expense for our noncompensatory employee and
director stock option awards. Our pro forma net income and pro forma earnings per share, had we
elected to adopt the fair value approach of SFAS No. 123, which charges earnings for the estimated
fair value of stock options, would have been as follows (in millions, except per share amounts):
Years ended November 30,
2005 2004 2003
---- ---- ----
Net income, as reported $2,257 $1,854 $1,194
Stock-based compensation
expense included in net
income, as reported 12 11 7
Total stock-based compensation
expense determined under
the fair value-based
method for all awards(c) (86)(a) (66)(b) (36)
------ ------ ------
Pro forma net income for basic
earnings per share 2,183 1,799 1,165
Interest on dilutive convertible notes 47 49 43
------ ------ ------
Pro forma net income for diluted
earnings per share $2,230 $1,848 $1,208
------ ------ ------
Earnings per share
Basic
As reported $2.80 $ 2.31 $ 1.66
----- ------ ------
Pro forma $2.71 $ 2.24 $ 1.62
----- ------ ------
Diluted
As reported $2.70 $ 2.24 $ 1.63
----- ------ ------
Pro forma $2.62 $ 2.18 $ 1.60
----- ------ ------
(a) In January 2005, Carnival Corporation granted approximately 1.4 million employee stock
options, with a $57.30 exercise price and a 2-year vesting term, in substitution for a
similar number of outstanding options whose termination date was accelerated because of a
corporate reorganization of our European and U.S. operations that was completed in 2004
("2004 reorganization"). Due to the unusually short vesting period of these options, we
would be required upon the adoption of SFAS No. 123 (revised 2004), "Share-Based Payment"
("SFAS No. 123(R)"), to recognize a large charge for stock compensation expense in 2006.
Such a charge would distort stock compensation expense in 2006 and not be indicative of
our expected future normal annual charge for stock options. Accordingly, in the fourth
quarter of 2005, we authorized the immediate vesting of these options, resulting in an
increase of $11 million in stock compensation expense in the 2005 pro forma net income.
In addition, prior to this accelerated vesting we had expensed $8 million for 2005 pro
forma stock expense compensation related to these options. In addition, for employee
stock options granted after September 2005, we reduced the options contractual term from
10 years to 7 years, in order to reduce the options' expected option life, thus reducing
its estimated fair value.
(b) As a result of the 2004 reorganization, 1.6 million unvested options held by employees
vested immediately and their termination dates were accelerated. This vesting occurred
either in accordance with the terms of the option plan or to avoid having these employees
and Carnival Corporation incur unduly burdensome taxes upon the exercise of such options
at a later date. As a result of this accelerated vesting, we included an additional $19
million of stock-based compensation expense in the 2004 pro forma net income.
(c) These amounts include the expensing of stock options made to retirement-eligible
employees over the expected vesting period of the option. SFAS 123(R), when adopted,
will require the expensing of future option grants over the period to retirement
eligibility, if less than the vesting period, because vesting is not contingent upon any
future performance.
As recommended by SFAS No. 123, the fair value of options were estimated using the Black-
Scholes option-pricing model. The Black-Scholes option-pricing model was developed for use in
estimating the fair value of traded options that have no vesting or trading restrictions and are
fully transferable. In addition, option-pricing models require the input of subjective
assumptions, including expected stock price volatility and dividend yields. Because our options
have characteristics different from those of traded options and because changes in the subjective
assumptions can materially affect our estimate of the fair value of stock options, we believe that
the existing valuation models, including Black-Scholes, do not necessarily provide a reliable
single measure of the fair value of our options. Since 2004, we have continued to refine our
Black-Scholes' estimates and assumptions based upon more in-depth reviews of the underlying
information in order to more accurately value our options. The impact of such changes has
generally been to reduce the estimated fair value of our option awards. The Black-Scholes
weighted-average assumptions were as follows:
Years ended November 30,
2005 2004 2003
---- ---- ----
Fair value of options at the
dates of grant $12.99 $15.87 $13.33
------ ------ ------
Risk free interest rate 4.1% 3.4% 3.5%
------ ------ ------
Expected dividend yield 1.90% 1.36% 1.30%
------ ------ ------
Expected volatility(a) 27.0% 35.0% 48.7%
------ ------ ------
Expected option life (in years) 4.74 5.75 6.00
------ ------ ------
(a) In 2003, our volatility assumption was based on the historical volatility of Carnival
Corporation common stock. Subsequent to 2003, we also considered the implied volatilities derived
from our exchange traded options and convertible notes in determining our expected volatility
assumption since we believe these implied market volatilities should be considered in estimating
our expected future volatilities.
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123(R),
which will require us to recognize compensation costs in our financial statements in an amount
equal to the fair value of share-based payments granted to employees and directors over the
corresponding service period, and also requires an estimation of forfeitures when calculating
compensation expense, instead of accounting for forfeitures as incurred, which is our current
method. This statement is effective for us in the first quarter of fiscal 2006 and is expected to
increase our full year 2006 share-based compensation expense by approximately $55 million compared
to 2005. We have not yet determined which of the two alternative transition methods we will use
upon adoption of this new statement.
Concentrations of Credit Risk
As part of our ongoing control procedures, we monitor concentrations of credit risk
associated with financial and other institutions with which we conduct significant business.
Credit risk, including counterparty nonperformance under derivative instruments, contingent
obligations and new ship progress payment guarantees, is considered minimal, as we primarily
conduct business with large, well-established financial institutions who have long-term credit
ratings of A or above and we seek to diversify our counterparties. In addition, we have
established guidelines regarding credit ratings and investment maturities that we follow to
maintain safety and liquidity. We do not anticipate nonperformance by any of our significant
counterparties.
We also monitor the creditworthiness of our customers to which we grant credit terms in the
normal course of our business. Concentrations of credit risk associated with these receivables
are considered minimal primarily due to their short maturities and the large number of accounts
within our customer base. We have experienced only minimal credit losses on our trade
receivables. We do not normally require collateral or other security to support normal credit
sales. However, we do normally require collateral and/or guarantees to support notes receivable
on significant asset sales and new ship progress payments to shipyards.
Reclassifications
Reclassifications have been made to prior year amounts to conform to the current year
presentation.
NOTE 3 - DLC Transaction
On April 17, 2003, Carnival Corporation and Carnival plc completed a DLC transaction, which
implemented Carnival Corporation & plc's DLC structure. The contracts governing the DLC structure
provide that Carnival Corporation and Carnival plc each continue to have separate boards of
directors, but the boards and senior executive management of both companies are identical. The
amendments to the constituent documents of each of the companies also provide that, on most
matters, the holders of the common equity of both companies effectively vote as a single body. On
specified matters where the interests of Carnival Corporation's shareholders may differ from the
interests of Carnival plc's shareholders (a "class rights action"), each shareholder body will
vote separately as a class, such as transactions primarily designed to amend or unwind the DLC
structure. Generally, no class rights action will be implemented unless approved by both
shareholder bodies.
Upon the closing of the DLC transaction, Carnival Corporation and Carnival plc also executed
the Equalization and Governance Agreement, which provides for the equalization of dividends and
liquidation distributions based on an equalization ratio and contains provisions relating to the
governance of the DLC structure. Because the current equalization ratio is 1 to 1, one Carnival
plc ordinary share is entitled to the same distributions, subject to the terms of the Equalization
and Governance Agreement, as one share of Carnival Corporation common stock. In a liquidation of
either company or both companies, if the hypothetical potential per share liquidation
distributions to each company's shareholders are not equivalent, taking into account the relative
value of the two companies' assets and the indebtedness of each company, to the extent that one company has greater net assets so that any liquidation distribution to its shareholders would not
be equivalent on a per share basis, the company with the ability to make a higher net distribution
is required to make a payment to the other company to equalize the possible net distribution to
shareholders, subject to certain exceptions.
At the closing of the DLC transaction, Carnival Corporation and Carnival plc also executed
deeds of guarantee. Under the terms of Carnival Corporation's deed of guarantee, Carnival
Corporation has agreed to guarantee all indebtedness and certain other monetary obligations of
Carnival plc that are incurred under agreements entered into on or after the closing date of the
DLC transaction. The terms of Carnival plc's deed of guarantee are identical to those of Carnival
Corporation's. In addition, Carnival Corporation and Carnival plc have each extended their
respective deeds of guarantee to the other's pre-DLC indebtedness and certain other monetary
obligations, or alternatively standalone guarantees in lieu of utilization of these deeds of
guarantee, thus effectively cross guaranteeing all Carnival Corporation and Carnival plc
indebtedness and other monetary obligations. Each deed of guarantee provides that the creditors to
whom the obligations are owed are intended third party beneficiaries of such deed of guarantee.
The deeds of guarantee are governed and construed in accordance with the laws of the Isle of
Man. Subject to the terms of the guarantees, the holders of indebtedness and other obligations
that are subject to the guarantees will have recourse to both Carnival plc and Carnival
Corporation though a Carnival plc creditor must first make written demand on Carnival plc and a
Carnival Corporation creditor on Carnival Corporation. Once the written demand is made by letter
or other form of notice, the holders of indebtedness or other obligations may immediately commence
an action against the relevant guarantor. There is no requirement under the deeds of guarantee to
obtain a judgment, take other enforcement actions or wait any period of time prior to taking steps
against the relevant guarantor. All actions or proceedings arising out of or in connection with
the deeds of guarantee must be exclusively brought in courts in England.
Under the terms of the DLC transaction documents, Carnival Corporation and Carnival plc are
permitted to transfer assets between the companies, make loans or investments in each other and
otherwise enter into intercompany transactions. The companies have entered into some of these
types of transactions and expect to enter into additional transactions in the future to take
advantage of the flexibility provided by the DLC structure and to operate both companies as a
single unified economic enterprise in the most effective manner. In addition, under the terms of
the Equalization and Governance Agreement and the deeds of guarantee, the cash flow and assets of
one company are required to be used to pay the obligations of the other company, if necessary.
Given the DLC structure as described above, we believe that providing separate financial
statements for each of Carnival Corporation and Carnival plc would not present a true and fair
view of the economic realities of their operations. Accordingly, separate financial statements
for both Carnival Corporation and Carnival plc have not been presented.
Simultaneously with the completion of the DLC transaction, a partial share offer ("PSO") for
20% of Carnival plc's shares was made and accepted, which enabled 20% of Carnival plc shares to be
exchanged for 41.7 million Carnival Corporation shares. The 41.7 million shares of Carnival plc
held by Carnival Corporation as a result of the PSO, which cost $1.05 billion, are being accounted
for as treasury stock in the accompanying balance sheets.
Carnival plc was the third largest cruise company in the world and operated many well-known
global brands with leading positions in the U.S., UK, Germany and Australia. The combination of
Carnival Corporation with Carnival plc under the DLC structure has been accounted for under U.S.
generally accepted accounting principles ("GAAP") as an acquisition of Carnival plc by Carnival
Corporation pursuant to SFAS No. 141, "Business Combinations." The number of additional shares
effectively issued in the combined entity for purchase accounting purposes was 209.6 million. In
addition, Carnival Corporation incurred $60 million of direct acquisition costs, which have been
included in the aggregate purchase price of $5.36 billion.
The following pro forma information has been prepared assuming the DLC transaction had
occurred on December 1, 2002, rather than April 17, 2003, and has not been adjusted to reflect any
net transaction benefits. In addition, the pro forma information does not purport to represent
what the results of operations actually could have been if the DLC transaction had occurred on
December 1, 2002. For fiscal 2003, our pro forma revenues and net income would have been $7.60
billion and $1.16 billion, respectively, and our basic and diluted pro forma earnings per share
would have been $1.46 and $1.43, based on 797 million and 840 million pro forma weighted-average
shares outstanding.
NOTE 4 - Property and Equipment
Property and equipment consisted of the following (in millions):
November 30,
2005 2004
---- ----
Ships $23,506 $22,572
Ships under construction 540 429
------- -------
24,046 23,001
------- -------
Land, buildings and improvements,
and port facilities 593 555
Transportation equipment and other 692 628
------- -------
Total property and equipment 25,331 24,184
Less accumulated depreciation and amortization (4,019) (3,361)
------- -------
$21,312 $20,823
------- -------
Capitalized interest, primarily on our ships under construction, amounted to $21 million, $26
million and $49 million in fiscal 2005, 2004 and 2003, respectively. Amounts related to ships
under construction include progress payments for the construction of the ship, as well as design
and engineering fees, capitalized interest, construction oversight costs and various owner
supplied items. At November 30, 2005, 7 ships with an aggregate net book value of $2.63 billion
were pledged as collateral pursuant to mortgages related to $1.37 billion of debt and a $483
million contingent obligation (see Notes 6 and 7).
Repair and maintenance expenses and dry-dock amortization were $445 million, $353 million and
$256 million in fiscal 2005, 2004 and 2003, respectively.
NOTE 5 - Variable Interest Entity
In accordance with FASB Interpretation No. 46, "Consolidation of Variable Interest Entities,"
we have determined that we are carrying a loan, initially made in April 2001, to a ship repair
facility that is a variable interest entity ("VIE"). Although we use this facility for some of
our ship repair work, we are not a "primary beneficiary" and, accordingly, this entity is not
consolidated in our financial statements. At November 30, 2005 and 2004, our loan to this VIE,
which is also our maximum exposure to loss, was $46 million and $41 million, respectively.
NOTE 6 - Debt
Short-Term Borrowings
Short-term borrowings were unsecured and consisted of the following (in millions):
November 30,
2005 2004
---- ----
Euro commercial paper (a) $187
Euro bank loans (a) $284
Bank loans (b) 113 97
---- ----
$300 $381
---- ----
Weighted-average interest rate 3.1% 2.4%
--- ---
(a) These euro denominated borrowings have been translated to U.S. dollars at the period-end
exchange rates.
(b) These loans are denominated in U.S. dollars.
Long-Term Debt
Long-term debt consisted of the following (in millions):
November 30,
2005(a) 2004(a)
---- ----
Secured
Floating rate notes, collateralized by four ships,
bearing interest from libor plus 1.13% to libor
plus 1.29% (4.9% to 5.7% at 2005 and 3.0% to 3.6%
at 2004), due through 2015 (b) $ 788 $ 904
Fixed rate notes, collateralized by two ships, bearing
interest at 5.4% and 5.5%, due through 2016 (b) 380 381
Euro floating rate note, collateralized by one ship,
bearing interest at euribor plus 0.5% (2.75%
at 2005 and 2004), due through 2008 64 101
Euro fixed rate note, collateralized by one ship,
bearing interest at 4.74%, due through 2012 142 183
Capitalized lease obligations, collateralized by
two ships, implicit interest at 3.66% 110
Other 2 3
------ ------
Total Secured 1,376 1,682
------ ------
Unsecured
Fixed rate notes, bearing interest at 3.75% to 7.2%,
due through 2028(c) 2,239 2,039
Euro floating rate notes, bearing interest at euribor
plus 0.25% to euribor plus 1.29% (2.4% to 2.6% at
2005 and 2.4% to 3.5% at 2004), due through 2010(d) 933 1,265
Sterling fixed rate notes, bearing interest at 5.63%,
due in 2012 372 415
Euro fixed rate notes, bearing interest at 5.57%,
due in 2006 355 399
Sterling floating rate note, bearing interest at libor
plus 0.33% (4.91% at 2005), due in 2010(d) 285
Other 34 36
Convertible notes, bearing interest at 2%, due in
2021, with next put option in 2008 600 600
Convertible notes, bearing interest at 1.75%, net of
discount, with a face value of $889 million, due in
2033, with first put option in 2008 575 575
Zero-coupon convertible notes, net of discount,
with a face value of $510 million and $1.05 billion
at 2005 and 2004, respectively, due in 2021, with
first put option in 2006 283 561
------ ------
Total Unsecured 5,676 5,890
------ ------
7,052 7,572
Less portion due within one year (1,325) (1,281)
------ ------
$5,727 $6,291
------ ------
(a) All borrowings are in U.S. dollars unless otherwise noted and all interest rates are as
of year ends. Euro and sterling denominated notes have been translated to U.S. dollars
at the period-end exchange rates. At November 30, 2005, 56%, 30% and 14%, (60%, 29% and
11% at November 30, 2004) of our long-term debt was U.S. dollar, euro and sterling
denominated, respectively, including the effect of foreign currency swaps. In addition,
at November 30, 2005, 75% of the interest cost on our long-term debt was fixed (68% at
November 30, 2004) and 25% was variable (32% at November 30, 2004), including the
effect of interest rate swaps.
(b) In 2004, we borrowed an aggregate of $739 million to finance a portion of the Diamond
Princess and Sapphire Princess purchase prices, which loans have both a fixed and
variable interest rate component.
(c) In July 2005, we borrowed $328 million under an unsecured term loan facility, to pay a
portion of the Carnival Liberty purchase price. This facility bears interest at 4.51% and
is repayable in semi-annual installments through July 2017. In addition, we entered into
a foreign currency swap, which effectively converted this U.S. dollar debt to euro debt.
(d) In March 2005, Carnival plc entered into a five-year unsecured multi-currency term loan
facility, bearing interest at euribor/libor plus 0.33%, which margin will vary based on
Carnival plc's senior unsecured credit rating. Under this facility, we borrowed 368
million euros ($436 million U.S. dollars at the November 30, 2005 exchange rate) to
repay a 368 million euro note, which bore interest at euribor plus 0.60%, prior to its
October 2008 maturity date. We also borrowed 165 million sterling under this facility
($285 million U.S. dollars at the November 30, 2005 exchange rate), which we used to pay
a portion of P&O Cruises' purchase price for the Arcadia. Finally, we entered into
interest rate swap agreements to fix the interest rates on these euro and sterling
borrowings at 3.50% and 5.40%, respectively.
Convertible Notes
-----------------
Carnival Corporation's 2% convertible notes ("2% Notes"), its 1.75% convertible notes ("1.75%
Notes") and its zero-coupon convertible notes ("Zero-Coupon Notes") are convertible into 15.3
million shares, a maximum of 20.9 million shares (11.1 million shares during fiscal 2005) and 8.5
million shares, respectively, of Carnival Corporation common stock.
The 2% Notes are convertible at a conversion price of $39.14 per share, subject to
adjustment, during any fiscal quarter for which the closing price of the Carnival Corporation
common stock is greater than $43.05 per share for a defined duration of time in the preceding
fiscal quarter. The conditions for conversion of the 2% Notes were satisfied since the first
quarter of 2004 and, accordingly, the 2% Notes have been convertible into Carnival Corporation
common stock since the second quarter of fiscal 2004. A nominal amount of 2% Notes were converted
in fiscal 2005 and 2004. At November 30, 2004, our 2% Notes were classified as a current
liability, since the noteholders had the right to require us to repurchase them on April 15, 2005.
However, substantially all of the noteholders did not exercise their rights. Accordingly,
subsequent to April 15, 2005 we have again classified our 2% Notes as long-term debt, since the
next date that the noteholders can require us to repurchase them is on April 15, 2008.
The 1.75% Notes are convertible at a conversion price of $53.11 per share, subject to
adjustment, during any fiscal quarter for which the closing price of the Carnival Corporation
common stock is greater than a specified trigger price for a defined duration of time in the
preceding fiscal quarter. During the fiscal quarters ending from August 31, 2003 through April
29, 2008, the trigger price will be $63.73 per share. Thereafter, this conversion trigger price
increases each quarter based on an annual rate of 1.75%, until maturity. In addition, holders may
also surrender the 1.75% Notes for conversion if they have been called for redemption or for other
specified occurrences, including the credit rating assigned to the 1.75% Notes being Baa3 or lower
by Moody's Investors Service and BBB- or lower by Standard & Poor's Rating Services, as well as
certain corporate transactions. The conditions for conversion of the 1.75% Notes have not been
met since their issuance. The 1.75% Notes interest is payable in cash semi-annually in arrears
through April 29, 2008. Effective April 30, 2008, the 1.75% Notes no longer require a cash
interest payment, but interest will accrete at a 1.75% yield to maturity.
The Zero-Coupon Notes have a 3.75% yield to maturity and are convertible during any fiscal
quarter for which the closing price of the Carnival Corporation common stock is greater than a
specified trigger price for a defined duration of time in the preceding fiscal quarter. The
trigger price commenced at a low of $31.94 per share for the first quarter of fiscal 2002 and
increases at an annual rate of 3.75% thereafter, until maturity. The trigger price was $36.72 for
the 2005 fourth quarter. Since the third quarter of 2003, the Zero-Coupon Notes have been
convertible into Carnival Corporation common stock. During fiscal 2005, $297 million of our Zero-
Coupon Notes were converted at their accreted value into 9.0 million shares of Carnival
Corporation common stock, of which 6.2 million shares were issued from treasury stock. No Zero-
Coupon Notes were converted prior to fiscal 2005.
At November 30, 2005, the Zero-Coupon Notes were classified as a current liability, since the
noteholders have the right to require us to repurchase them on October 24, 2006 at their accreted
values. If the noteholders do not exercise their rights in full, we will change the
classification of any outstanding Zero-Coupon Notes to long-term debt, as the next repurchase date
does not occur until October 24, 2008. We currently expect that we will satisfy any Zero-Coupon
Note conversions through the issuance of Carnival Corporation common stock.
Subsequent to April 29, 2008 and October 23, 2008, we may redeem all or a portion of the
1.75% Notes and Zero-Coupon Notes, respectively, at their accreted values and subsequent to April
14, 2008, we may redeem all or a portion of our 2% Notes at their face value plus any unpaid
accrued interest, subject to the noteholders' right to convert.
In addition, on April 29 of 2008, 2013, 2018, 2023 and 2028 the 1.75% noteholders, on April
15 of 2008 and 2011 the 2% noteholders and on October 24 of 2006, 2008, 2011 and 2016 the Zero-
Coupon noteholders may require us to repurchase all or a portion of the outstanding 1.75% Notes
and Zero-Coupon Notes at their accreted values and the 2% Notes at their face value plus any
unpaid accrued interest.
Upon conversion, redemption or repurchase of the 1.75% Notes, the 2% Notes and the Zero-
Coupon Notes, we may choose to deliver Carnival Corporation common stock, cash or a combination of
cash and common stock with a total value equal to the value of the consideration otherwise
deliverable.
Revolving Credit and Committed Financing Facilities
---------------------------------------------------
In October 2005, simultaneously with the termination of the Carnival Corporation $1.4
billion, the Carnival plc 600 million euro and the Costa 257.5 million euro revolving credit
facilities, Carnival Corporation, Carnival plc, and certain of Carnival plc's subsidiaries,
entered into a five-year unsecured multi-currency revolving credit facility for $1.2 billion, 400
million euros and 200 million sterling (aggregating $2.02 billion U.S. dollars at the November 30,
2005 exchange rates) (the "Facility"). The Facility currently bears interest at libor/euribor
plus a margin of 17.5 basis points ("BPS"). In addition, we are required to pay a commitment fee
of 30% of the margin per annum. Both the margin and the commitment fee will vary based on changes
to Carnival Corporation's senior unsecured credit ratings. Finally, an additional utilization fee
of 5 BPS per annum of the outstanding amounts under the Facility is payable if such outstanding
amounts exceed 50% of the aggregate commitments.
Our multi-currency commercial paper programs are supported by this Facility and, accordingly,
any amounts outstanding under our commercial paper programs effectively reduce the aggregate
amount available under this Facility. At November 30, 2005, we had borrowed 158 million euros
($187 million U.S. dollars at the November 30, 2005 exchange rate) under our euro commercial paper
program, which is classified as a short-term borrowing since we do not expect to refinance it
using proceeds from our long-term Facility. This Facility also supports up to $700 million for
bonds and letters of credit issued by the facility lenders on behalf of Carnival Corporation &
plc. The issuance of any such bonds or letters of credit, none outstanding at November 30, 2005,
will reduce the aggregate amount available under this Facility. At November 30, 2005, $1.83
billion was available under the Facility, based on the November 30, 2005 exchange rates.
In 2005 and January 2006, we entered into five unsecured long-term loan financing facilities,
which provide us with the option to borrow up to an aggregate of $1.65 billion for a portion of
the purchase price of five ships. These ships are expected to be delivered through 2009. These
facilities are repayable semi-annually over a 12 year period. However, we have the option to
terminate them up until 60 days prior to the ships' delivery dates.
The Facility and other of our loan and derivative agreements, contain covenants that require
us, among other things, to maintain minimum debt service coverage, minimum shareholders' equity
and limits our debt to capital and debt to equity ratios, and the amounts of our secured assets
and secured indebtedness. Generally, if an event of default under any loan agreement is
triggered, then pursuant to cross default acceleration clauses, substantially all of our
outstanding debt and derivative contract payables could become due and the underlying facilities
could be terminated. At November 30, 2005, we were in compliance with all of our debt covenants.
At November 30, 2005, the scheduled annual maturities of our long-term debt was as follows
(in millions):
Fiscal
------
2006 $1,325(a)
2007 1,035
2008 1,672(a)
2009 169
2010 944
Thereafter 1,907
------
$7,052
------
(a) Includes $283 million of Carnival Corporation's Zero-Coupon Notes in 2006, $600 million
and $575 million of its 2% Notes and 1.75% Notes in 2008, based in each case on the date
of the noteholders' next put option.
Debt issuance costs are generally amortized to interest expense using the straight-line
method, which approximates the effective interest method, over the term of the notes or the
noteholders first put option date, whichever is earlier. In addition, all loan issue discounts
are amortized to interest expense using the effective interest rate method over the term of the
notes.
NOTE 7 - Commitments
Ship Commitments
A description of our ships under contract for construction at November 30, 2005, as adjusted
for our December 2005 ship orders, was as follows:
Expected
Service Passenger Estimated Total Cost(b)
Brand and Ship Date(a) Capacity Euros Sterling USD
-------------- ---- -------- ----- -------- ---
(in millions)
Carnival Cruise Lines
Carnival Freedom 3/07 2,974 $ 500
Newbuild 6/08 3,000 € 485
Newbuild(c) 10/09 3,608 560
------ ------ ------
Total Carnival Cruise Lines 9,582 1,045 500
------ ------ ------
Princess
Crown Princess 6/06 3,100 500
Emerald Princess 4/07 3,100 525
Newbuild(c) 10/08 3,100 570
------ ------
Total Princess 9,300 1,595
------ ------
Holland America Line
Noordam(d) 2/06 1,918 420
Newbuild(c) 7/08 2,044 450
------ ------
Total Holland America Line 3,962 870
------ ------
AIDA
Newbuild(e) 4/07 2,030 315
Newbuild(e) 4/08 2,030 315
Newbuild(e) 4/09 2,030 315
------ ------
Total AIDA 6,090 945
------ ------
Costa
Costa Concordia(e) 7/06 3,000 450
Costa Serena(e) 6/07 3,000 475
Newbuild(c)(e) 6/09 3,000 485
------ ------
Total Costa 9,000 1,410
------ ------
Total Euro Commitments €3,400
------
Total Euro Commitments converted to USD(f) 4,035
------
P&O Cruises
Ventura(d) 4/08 3,100 £ 355
Cunard
Queen Victoria(d) 12/07 1,982 270 45
------ ----- ------
Total Sterling Commitments £ 625
-----
Total Sterling Commitments converted to USD(f) 1,085
------
Grand Total 43,016
------
Grand Total in USD $8,130
------
(a) The expected service date is the month in which the ship is currently expected to begin
its first revenue generating cruise.
(b) Estimated total cost of the completed ship includes the contract price with the shipyard,
design and engineering fees, capitalized interest, construction oversight costs and
various owner supplied items. All of our ship construction contracts are with the
Fincantieri shipyards in Italy, except for AIDA's which are with the Meyer Werft shipyard
in Germany. In addition, the estimated total cost reflects the currency denomination
that we are committed to expend, including the effect of foreign currency swaps.
(c) These construction contracts aggregating $2.26 billion were entered into in December
2005.
(d) These construction contracts are denominated in euros, except for $45 million of the
Queen Victoria costs, which are denominated in USD. The euro denominated contract
amounts have been fixed into U.S. dollars or sterling by utilizing foreign currency
swaps.
(e) These construction contracts are denominated in euros, which is the functional currency
of the cruise line which will operate the ship and, therefore, we do not expect to
enter into foreign currency swaps to hedge these commitments.
(f) The estimated total costs of these contracts denominated in euros and sterling have been
translated into U.S. dollars using the November 30, 2005 exchange rate.
In connection with our cruise ships under contract for construction listed above, we have
paid $540 million through November 30, 2005 and anticipate paying the remaining estimated total
costs as follows: $1.71 billion, $2.34 billion, $2.13 billion and $1.41 billion in fiscal 2006,
2007, 2008 and 2009, respectively.
Operating Leases
Rent expense under our operating leases, primarily for office and warehouse space, was $50
million in each of fiscal 2005 and 2004 and $48 million in fiscal 2003. At November 30, 2005,
minimum annual rentals for our operating leases, with initial or remaining terms in excess of one
year, were as follows (in millions): $43, $30, $25, $20 and $16 and $66 in fiscal 2006 through
2010 and thereafter, respectively.
Port Facilities and Other
At November 30, 2005, we had commitments through 2052, with initial or remaining terms in
excess of one year, to pay minimum amounts for our annual usage of port facilities and other
contractual commitments as follows (in millions): $58, $70, $70, $56, $52, and $294 in fiscal 2006
through 2010 and thereafter, respectively.
NOTE 8 - Contingencies
Litigation
In January 2006, a lawsuit was filed against Carnival Corporation and its subsidiaries and
affiliates, and other non-affiliated cruise lines in the U.S. District Court for the Southern
District of New York on behalf of James Jacobs and 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. The ultimate outcome of this matter cannot be determined at this time. We intend to
vigorously defend this lawsuit.
In November 2005, two separate lawsuits were filed against Carnival Corporation and Princess
Cruise Lines, Ltd. in the U.S. District Court for the Southern District of Florida on behalf of
some current and former crewmembers alleging that Carnival Cruise Lines and Princess failed to pay
the plaintiffs for overtime. These suits seek payment of (i) damages for breach of contract, (ii)
damages under the Seaman's Wage Act and (iii) interest. The ultimate outcome of these matters
cannot be determined at this time. However, we believe we have meritorious defenses and we intend
to vigorously defend these lawsuits.
In March 2005, a lawsuit was filed against Carnival Corporation in the U.S. District Court
for the Southern District of Florida on behalf of some current and former crew members alleging
that Carnival Cruise Lines failed to pay the plaintiffs for overtime and minimum wages. The suit
seeks payment of (i) the wages alleged to be owed, (ii) damages under the Seaman's Wage Act and
(iii) interest. On August 5, 2005, the court dismissed the lawsuit. The plaintiffs filed an
appeal of their overtime claim to the Eleventh Circuit U. S. Court of Appeals on August 15, 2005,
which is currently pending, but have voluntarily dismissed their minimum wage claim. The ultimate
outcome of this matter cannot be determined at this time. However, we believe we have meritorious
defenses and we intend to vigorously defend this lawsuit.
In April 2003, Festival Crociere S.p.A. ("Festival") commenced an action against the European
Commission (the "Commission") in the Court of First Instance of the European Communities in
Luxembourg seeking to annul the Commission's antitrust approval of the DLC transaction (the
"Festival Action"). We have been granted leave to intervene in the Festival Action and filed a
Statement in Intervention with the court. Festival was declared bankrupt in May 2004 and Festival
did not submit observations on our Statement in Intervention. The oral hearing was scheduled to
take place on December 15, 2005 but has been postponed while the Court seeks clarification of the
status of the Festival Action with the Italian judge presiding over Festival's bankruptcy
proceedings. A successful third party challenge of an unconditional Commission clearance decision
would be unprecedented, and based on a review of the law and the factual circumstances of the DLC
transaction, as well as the Commission's approval decision in relation to the DLC transaction, we
believe that the Festival Action will not have a material adverse effect on the companies or the
DLC transaction. However, the ultimate outcome of this matter cannot be determined at this time.
In 2002 and 2004, three actions were filed against Carnival Corporation on behalf of
purported classes of persons who received unsolicited advertisements via facsimile, alleging that
Carnival Corporation and other defendants distributed unsolicited advertisements via facsimile in
contravention of the U.S. Telephone Consumer Protection Act. One of the actions filed in 2002 has
been settled for a nominal amount leaving two open actions (collectively, the "Facsimile
Complaints"). The plaintiffs seek to enjoin the sending of unsolicited facsimile advertisements
and statutory damages. The advertisements referred to in the 2002 Facsimile Complaints that
reference a Carnival Cruise Line product were not sent by Carnival Corporation, but rather were
distributed by a professional faxing company at the behest of third party travel agencies. The
faxes involved in the 2004 case were sent to a travel agency with whom we had conducted business.
We do not advertise directly to the traveling public through the use of facsimile transmission.
The ultimate outcomes of the Facsimile Complaints cannot be determined at this time. However, we
believe that we have meritorious defenses and we intend to vigorously defend against these
actions.
Costa instituted arbitration proceedings in Italy in 2000 to confirm the validity of its
decision not to deliver its ship, the Costa Classica, to the shipyard of Cammell Laird Holdings
PLC ("Cammell Laird") under a 79 million euro denominated contract for the conversion and
lengthening of the ship in November 2000. Costa also gave notice of termination of the contract in
January 2001. It is expected that the arbitration tribunal's decision will be made in 2007 at the
earliest. In the event that an award is given in favor of Cammell Laird, the amount of damages,
which Costa would have to pay, if any, is not currently determinable. The ultimate outcome of this
matter cannot be determined at this time.
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 November 30, 2005, Carnival Corporation had contingent obligations totaling approximately
$1.1 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 another AA+ rated
financial institution for $306 million of the above noted contingent obligations, thereby further
reducing the already remote exposure to this portion of the contingent obligations. If the major
financial institutions' credit ratings fall below AA-, Carnival Corporation would be required to
move a majority of the funds from these financial institutions to other highly-rated financial
institutions. If Carnival Corporation's credit rating falls below BBB, it would be required to
provide a standby letter of credit for $88 million, or alternatively provide mortgages in the
aggregate amount of $88 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 November 30, 2005, have to pay a total of
$171 million in stipulated damages. As of November 30, 2005, $179 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 Carnival Corporation
entered into a five year $170 million unsecured revolving credit facility, guaranteed by Carnival
plc, which is being used to support these standby letters of credit through the issuance of a
back-up letter of credit. In the event we were to default under covenants in our loan agreements,
any amounts outstanding under the $170 million unsecured revolving credit facility would be due
and payable, and we would be required to post cash collateral to support the stipulated damages
standby letters of credit in excess of $170 million. Between 2017 and 2022, we have the right to
exercise options that would terminate these transactions at no cost to us. As a result of these
three transactions, we have $40 million and $43 million of deferred income recorded on our balance
sheets as of November 30, 2005 and 2004, respectively, which is being amortized to nonoperating
income through 2022.
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.
War Risk Insurance
We maintain war risk insurance, subject to coverage limits and exclusions for claims such as
those arising from chemical and biological attacks, on all of our ships covering our legal
liability to crew, passengers and other third parties arising from war or war-like actions,
including terrorist risks. Due primarily to its high costs, we only carry war risk insurance
coverage for physical damage to 43 of our 79 ships, which includes terrorist risks. Under the
terms of our war risk insurance coverage, which is typical for war risk policies in the marine
industry, underwriters can give seven days notice to the insured that the liability and physical
damage policies can be cancelled. If one or more of our 36 uninsured ships suffer damage in an
attack, then the cost of any such damages would be expensed, and such amounts could be material.
NOTE 9 - Income and Other Taxes
For fiscal 2004 and 2003, we believe that substantially all of our income, with the exception
of our U.S. source income principally from the transportation, hotel and tour businesses of
Holland America Tours and Princess Tours, is derived from, or incidental to, the international
operation of ships, and is therefore exempt from U.S. federal income taxes. For fiscal 2005,
regulations under Section 883 of the Internal Revenue Code limiting the types of income considered
to be derived from the international operation of a ship first became effective. Section 883 is
the primary provision upon which we rely to exempt certain of our international ship operation
earnings from U.S. income taxes. Accordingly, the 2005 provision for U.S. federal income taxes
includes taxes on a portion of our ship operating income that is in addition to the U.S. source
transportation, hotel and tour income on which U.S. taxes have historically been provided. In
addition, during the fourth quarter of 2005 we chartered three ships to the Military Sealift
Command in connection with the Hurricane Katrina relief effort. Income from these charters is not
considered to be income from the international operation of our ships and, accordingly,
approximately $18 million of income taxes were provided on the net earnings of these charters in
our 2005 fourth quarter at an effective tax rate of approximately 60%.
If we were found not to qualify for exemption pursuant to applicable income tax treaties or
under the Internal Revenue Code or if the income tax treaties or Internal Revenue Code were to be
changed in a manner adverse to us, a portion of our income would become subject to taxation by the
U.S. at higher than normal corporate tax rates.
Cunard, Ocean Village, P&O Cruises, P&O Cruises Australia, Swan Hellenic, AIDA (except for
prior to November 2004), and Costa, since the beginning of fiscal 2005, are subject to income tax
under the tonnage tax regimes of either the United Kingdom or Italy. Under both tonnage tax
regimes, shipping profits, as defined under the applicable law, are subject to corporation tax by
reference to the net tonnage of qualifying vessels. Income not considered to be shipping profits
under tonnage tax rules is taxable under either the normal UK income tax rules or the tax regime
applicable to Italian-registered ships. We believe that substantially all of the income
attributable to these brands constitutes shipping profits and, accordingly, Italian and UK income
tax expenses for these operations has been and is expected to be minimal under the current tax
regimes.
We do not expect to incur income taxes on future distributions of undistributed earnings of
foreign subsidiaries and, accordingly, no deferred income taxes have been provided for the
distribution of these earnings.
In addition to or in place of income taxes, virtually all jurisdictions where our ships call
impose taxes based on passenger counts, ship tonnage or some other measure. These taxes, other
than those directly charged to and/or collected from passengers by us, are recorded as operating
expenses in the accompanying statements of operations.
NOTE 10 - Shareholders' Equity
Carnival Corporation's articles of incorporation authorize its Board of Directors, at its
discretion, to issue up to 40 million shares of its preferred stock and Carnival plc has 100,000
authorized preference shares. At November 30, 2005 and 2004, no Carnival Corporation preferred
stock had been issued and only a nominal amount of Carnival plc preferred shares had been issued.
In October 2004, 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 commencing in
2005 subject to certain repurchase restrictions on Carnival plc shares. Through February 6, 2006,
we repurchased 8.0 million shares of Carnival Corporation common stock for $386 million. No
expiration date has been specified for this authorization.
At November 30, 2005, there were 75.5 million shares of Carnival Corporation common stock
reserved for issuance pursuant to its convertible notes and its employee benefit and dividend
reinvestment plans. In addition, Carnival plc shareholders have authorized 13.5 million ordinary
shares for future issuance under its employee benefit plans.
At November 30, 2005 and 2004 accumulated other comprehensive income was as follows (in
millions):
2005 2004
---- ----
Cumulative foreign currency translation adjustments, net $190 $588
Minimum pension liability adjustments (19) (17)
Unrealized losses on cash flow derivative hedges, net (15) (30)
---- ----
$156 $541
---- ----
NOTE 11 - Financial Instruments
Considerable judgment is required in interpreting data to develop estimates of fair value
and, accordingly, amounts are not necessarily indicative of the amounts that we could realize in
a current market exchange. Our financial instruments are not held for trading or other
speculative purposes.
Cash and Cash Equivalents and Short-Term Investments
The carrying amounts of our cash and cash equivalents and short-term investments approximate
their fair values due to their short maturities or variable interest rates.
Other Assets
At November 30, 2005 and 2004, long-term other assets included notes and other receivables
and marketable securities held in rabbi trusts for certain of our nonqualified benefit plans.
These assets had carrying and fair values of $406 million and $405 million at November 30, 2005,
respectively, and carrying and fair values of $240 million and $227 million at November 30, 2004.
Fair values were based on public market prices, estimated discounted future cash flows or
estimated fair value of collateral.
Debt
The fair values of our non-convertible debt and convertible notes were $5.98 billion and
$2.03 billion, respectively, at November 30, 2005 and $6.32 billion and $2.53 billion at November
30, 2004. These fair values were greater than the related carrying values by $86 million and $572
million, respectively, at November 30, 2005 and by $100 million and $790 million at November 30,
2004. The net difference between the fair value of our non-convertible debt and its carrying
value was due primarily to our issuance of debt obligations at fixed interest rates that are above
market interest rates in existence at the measurement dates. The net difference between the fair
value of our convertible notes and its carrying value is largely due to the impact of changes in
the Carnival Corporation common stock value on the value of our convertible notes on those dates.
The fair values of our unsecured fixed rate public notes, convertible notes, sterling bonds and
unsecured 5.57% euro notes were based on their public market prices. The fair values of our other
debt were estimated based on appropriate market interest rates being applied to this debt.
Foreign Currency Swaps and Other Hedging Instruments
We have foreign currency swaps that are designated as foreign currency fair value hedges for
three of our euro denominated shipbuilding contracts (see Note 7). At November 30, 2005 and 2004,
the fair value of the foreign currency swaps related to our shipbuilding commitments was a net
unrealized gain of $29 million and $219 million, respectively. These foreign currency swaps
mature through 2008.
At November 30, 2005, we have foreign currency swaps totaling $1.11 billion that are
effectively designated as hedges of our net investments in foreign subsidiaries, which have euro
and sterling denominated functional currencies. These foreign currency swaps were entered into to
effectively convert $237 million and $736 million of U.S. dollar denominated debt into sterling
debt and euro debt ($251 million and $466 million at November 30, 2004), respectively. In
addition, $138 million and $170 million of euro denominated debt was effectively converted into
sterling debt at November 30, 2005 and 2004, respectively. At November 30, 2005 and 2004, the fair
value of these foreign currency swaps was an unrealized loss of $58 million and $137 million,
respectively, which is included in the cumulative translation adjustment component of AOCI. These
currency swaps mature through 2017.
The fair values of these foreign currency swaps were estimated based on prices quoted by
financial institutions for these instruments.
Finally, we have designated $1.58 billion and $1.1 billion of our outstanding euro and
sterling debt and other obligations, which are nonderivatives and mature through 2012, as hedges
of our net investments in foreign operations and, accordingly, have included $95 million and $194
million of foreign currency transaction losses in the cumulative translation adjustment component
of AOCI at November 30, 2005 and 2004, respectively.
Interest Rate Swaps
We have interest rate swap agreements designated as fair value hedges whereby we receive
fixed interest rate payments in exchange for making variable interest rate payments. At November
30, 2005 and 2004, these interest rate swap agreements effectively changed $926 million and $929
million, respectively, of fixed rate debt to libor-based floating rate debt.
In addition, we also have interest rate swap agreements designated as cash flow hedges
whereby we receive variable interest rate payments in exchange for making fixed interest rate
payments. At November 30, 2005 and 2004, these interest rate swap agreements effectively changed
$1.25 billion and $828 million, respectively, of euribor and GBP libor floating rate debt to fixed
rate debt.
These interest rate swap agreements mature through 2010. At November 30, 2005 and 2004, the
fair value of our interest rate swaps designated as cash flow hedges was an unrealized loss of $6
million and $22 million, respectively. The fair values of our interest rate swap agreements were
estimated based on prices quoted by financial institutions for these instruments.
NOTE 12 - 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. Our other segment primarily represents the hotel, tour and
transportation operations of Holland America Tours and Princess Tours, and the business to
business travel agency operations of P&O Travel Ltd., the latter two since completion of the DLC
transaction on April 17, 2003. The significant accounting policies of our segments are the same as
those described in Note 2 - "Summary of Significant Accounting Policies." Information for our
cruise and other segments as of and for the years ended November 30 was as follows (in millions):
Selling
and Depreciation Capital
Operating adminis- and Operating expend- Total
Revenues(a) expenses trative amortization income itures assets
-------- -------- ------- ------------ ------ ------ ------
2005
Cruise $10,735 $5,967 $1,276 $873 $2,619 $l,892 $27,883
Other 467 365 53 29 20 85 549(b)
Intersegment
elimination (115) (115)
------- ------ ------ ---- ------ ------ -------
$11,087 $6,217 $1,329 $902 $2,639 $1,977 $28,432
------- ------ ------ ---- ------ ------ -------
2004
Cruise $ 9,427 $5,247 $1,231 $791 $2,158 $3,512 $27,136
Other 398 308 54 21 15 74 500(b)
Intersegment
elimination (98) (98)
------- ------ ------ ---- ------ ------ -------
$ 9,727 $5,457 $1,285 $812 $2,173 $3,586 $27,636
------- ------ ------ ---- ------ ------ -------
2003
Cruise $ 6,459 $3,624 $ 896 $568 $1,371 $2,454 $24,090
Other 345 276 40 17 12 62 401(b)
Intersegment
elimination (86) (86)
------- ------ ------ ---- ------ ------ -------
$ 6,718 $3,814 $ 936 $585 $1,383 $2,516 $24,491
------- ------ ------ ---- ------ ------ -------
(a) A portion of other segment revenues include revenues for the cruise portion of a tour,
when a cruise is sold along with a land tour package by Holland America Tours or Princess
Tours, and shore excursion and port hospitality services provided to cruise passengers by
these tour companies. These intersegment revenues, which are included in full in the
cruise segment, are eliminated from the other segment revenues in the line "Intersegment
elimination."
(b) Other segment assets primarily included hotels and lodges in Alaska and the Canadian
Yukon, luxury dayboats offering tours to a glacier in Alaska and on the Yukon River,
motorcoaches used for sightseeing and charters in the States of Washington and Alaska,
British Columbia, Canada and the Canadian Yukon and private, domed rail cars, which run
on the Alaska Railroad between Anchorage and Fairbanks, Whittier and Denali, and Whittier
and Talkeetna.
Foreign revenues for our cruise brands represent sales generated from outside the
U.S.primarily by foreign tour operators and foreign travel agencies. Substantially all of these
foreign revenues are from the UK, Germany, Italy, Canada, France, Australia, Spain, Switzerland
and Brazil. Substantially all of our long-lived assets are located outside of the U.S. and
consist principally of our ships and ships under construction and exclude goodwill and trademarks.
Revenue information by geographic area for fiscal 2005, 2004 and 2003 was as follows (in
millions):
2005 2004 2003
---- ---- ----
U.S. $ 6,439 $5,788 $4,513
Continental Europe 1,681 1,549 971
UK 1,520 1,341 724
Canada 665 562 231
Australia and New Zealand 311 215 71
Others 471 272 208
------- ------ ------
$11,087 $9,727 $6,718
------- ------ ------
NOTE 13 - Benefit Plans
Stock Option Plans
We have stock option plans primarily for management level employees and members of our Board
of Directors. The Carnival Corporation and Carnival plc plans are administered by a committee of
our independent directors (the "Committee"), that determines who is eligible to participate, the
number of shares for which options are to be granted and the amounts that may be exercised within
a specified term. The Carnival Corporation and Carnival plc option exercise price is generally
set by the Committee at 100% of the fair market value of the common stock/ordinary shares on the
date the option is granted. Substantially all Carnival Corporation and Carnival plc options
granted during fiscal 2005, 2004 and 2003 were granted at an exercise price per share equal to or
greater than the fair market value of the Carnival Corporation common stock and Carnival plc
ordinary shares on the date of grant. Carnival Corporation and Carnival plc employee options
generally vest evenly over five years and at the end of three years, respectively. Our employee
options granted prior to October 2005 have a ten-year term and those options granted thereafter
had a seven-year term. Carnival Corporation director options granted subsequent to fiscal 2000
vest evenly over five years and have a ten-year term. At November 30, 2005, Carnival Corporation
had 27.9 million shares and Carnival plc had 13.5 million shares, which were available for future
grants under the option plans.
A combined summary of the activity and status of the Carnival Corporation and Carnival plc
stock option plans was as follows:
Weighted-
Average Exercise Price Number of Options
Per Share Years Ended November 30,
2005 2004 2003 2005 2004 2003
---- ---- ---- ---- ---- ----
Outstanding options-
beginning of year $35.61 $28.79 $29.26 18,203,942 19,297,979 11,828,958
Carnival plc
outstanding options
at April 17, 2003(a) $19.64 5,523,013
Options granted $51.88 $47.52 $30.88 4,446,260(d) 5,306,802 (c) 5,464,109
Options exercised(b) $30.56 $25.23 $17.35 (1,953,396) (5,686,484)(c) (2,919,554)
Options canceled $36.11 $30.17 $28.64 (638,554) (714,355) (598,547)
---------- ---------- ----------
Outstanding options-
end of year $39.15 $35.61 $28.79 20,058,252(e) 18,203,942(e) 19,297,979(e)
---------- ---------- ----------
Options exercisable-
end of year $36.87 $32.05 $27.68 8,560,318(d,f) 5,920,890(d,f) 7,848,335(f)
---------- ---------- ----------
(a) All Carnival plc unvested options outstanding on the date the DLC transaction was
completed vested fully on such date, except for 1.3 million options, which were
granted on April 15, 2003.
(b) Included 0.4 million, 2.0 million and 1.8 million Carnival plc options in 2005,
2004 and 2003, of which 0.3 million, 0.8 million and 1.0 million had a sterling
denominated exercise price, respectively.
(c) During 2004, as a result of Costa being transferred to the Carnival plc side of the
DLC structure, options to purchase 973,000 shares of Carnival Corporation vested
immediately and their termination dates were accelerated to 2004. These vested
options, along with all of Costa employees' already exercisable options, were
exercised in 2004 to avoid unduly burdensome taxes. In 2004, Carnival plc granted
1.1 million options to replace the 973,000 options and another 127,000 of options
that were terminated early at an exercise price equal to the fair market value of
Carnival plc ordinary shares on the grant date. See Note 2.
(d) On December 1, 2003, as a result of the Princess cruise operations being transferred
to the Carnival Corporation side of the DLC structure, options to purchase 657,000
shares of Carnival plc vested immediately, and the termination dates on all
Princess employees' Carnival plc exercisable options were shortened. All such
changes have been made pursuant to the original terms of the Carnival plc plan. In
January 2005, Carnival Corporation granted 1.4 million options to replace the
657,000 options and another 743,000 options that were terminated early at an
exercise price per share equal to the fair market value of Carnival Corporation
common stock on the grant date. In late 2005, these 1.4 million unvested options
were vested. See Note 2.
(e) Included 3.2 million, 3.3 million and 3.6 million of Carnival plc options at a weighted-
average exercise price of $38.29, $38.42 and $20.89 per share, based on the November 30,
2005, 2004 and 2003 U.S. dollar to sterling exchange rate, respectively.
(f) Included 0.7 million, 0.9 million and 2.2 million of Carnival plc options at a weighted-
average exercise price of $23.89, $22.15 and $18.06 per share, based on the November 30,
2005, 2004 and 2003 U.S. dollar to sterling exchange rate, respectively.
Combined information with respect to outstanding and exercisable Carnival Corporation and
Carnival plc stock options at November 30, 2005 was as follows:
Options Outstanding Options Exercisable
Weighted- Weighted- Weighted-
Average Average Average
Exercise Remaining Exercise Exercise
Price Range Shares Life (Years) Price Shares Price
----------- ------- ------------ ------ -------- -----
$ 1.94-$ 5.73 30,980 (a) $ 2.07 30,980 $ 2.07
$ 5.74-$17.19 245,674 4.0 $16.51 245,674 $16.51
$17.20-$22.92 1,612,064 5.5 $22.08 1,132,313 $21.88
$22.93-$28.65 3,426,680 6.5 $26.82 1,457,132 $26.12
$28.66-$34.38 1,881,786 5.2 $30.19 1,310,425 $30.15
$34.39-$40.11 1,924,441 7.6 $34.60 524,931 $35.01
$40.12-$45.84 3,886,238 5.7 $44.35 1,963,880 $44.30
$45.85-$51.57 4,488,284 8.0 $48.09 539,930 $48.37
$51.58-$57.30 2,562,105 8.1 $55.46 1,355,053 $57.30
---------- --- ------ --------- ------
Total 20,058,252 6.8 $39.15 8,560,318 $36.87
---------- --- ------ --------- ------
(a) These stock options do not have an expiration date.
In addition, at November 30, 2005, Carnival Corporation had 50,998 restricted stock
units ("RSUs") outstanding, which do not have an exercise price, and either have three or
five-year cliff vesting terms. The weighted-average remaining vesting period of these RSUs
is 2.9 years.
Carnival Corporation Nonvested Stock
Carnival Corporation has issued nonvested stock to a few officers and some non-executive
board members. These shares have the same rights as Carnival Corporation common stock, except for
transfer restrictions and forfeiture provisions. During fiscal 2005, 2004 and 2003, 158,750
shares, 160,000 shares and 455,000 shares, respectively, of Carnival Corporation common stock were
issued, which were valued at $9 million, $7 million and $14 million, respectively. Unearned stock
compensation was recorded within shareholders' equity at the date of award based on the quoted
market price of the Carnival Corporation common stock on the date of grant and is amortized to
expense using the straight-line method from the grant date through the earlier of the vesting date
or the officers' and directors' estimated retirement date. The shares granted to the executive
officers either have three or five-year cliff vesting terms and the shares granted to the non-
executive board members vest evenly over five years after the grant date. As of November 30, 2005
and 2004 there were 1,063,750 shares and 1,065,000 shares, respectively, issued under the plan,
which remained to be vested.
Defined Benefit Pension Plans
We have several defined benefit pension plans, which cover some of our shipboard and
shoreside employees. The U.S. and UK shoreside employee plans are closed to new membership and
are funded at or above the level required by U.S. or UK regulations. The remaining defined
benefit plans are primarily unfunded. In determining our plans' benefit obligations at November
30, 2005, we used assumed weighted-average discount rates of 5.5% and 4.8% for our U.S. and
foreign plans, respectively. The net liabilities related to the obligations under these single
employer defined benefit pension plans are not material.
A minimum pension liability adjustment is required when the actuarial present value of
accumulated benefits exceeds plan assets and accrued pension liabilities. At November 30, 2005 and
2004, our single employer plans had aggregated additional minimum pension liability adjustments,
less allowable intangible assets, of $19 million and $17 million, respectively, which are included
in AOCI.
In addition, P&O Cruises participated in a Merchant Navy Ratings Pension Fund, which is a
defined benefit multiemployer pension plan that was available to their shipboard non-officers.
This plan has a significant funding deficit and has been closed to further benefit accrual since
prior to the completion of the DLC transaction. P&O Cruises, along with other unrelated
employers, are making payments into this plan under a non-binding Memorandum of Understanding to
reduce the deficit. Accordingly, at November 30, 2005 and 2004, we had recorded a long-term
pension liability of $22 million and $26 million, which represented our estimate of the present
value of our entire liability under this plan, based on our current intention to continue to make
these voluntary payments.
P&O Cruises, Princess and Cunard participate in an industry-wide British Merchant Navy
Officers Pension Fund ("MNOPF"), which is a defined benefit multiemployer pension plan that is
available to certain of their British shipboard officers. The MNOPF is divided into two sections,
the "New Section" and the "Old Section," each of which covers a different group of participants,
with the Old Section closed to further benefit accrual and the New Section only closed to new
membership. At November 30, 2005, the New Section was estimated to have a funding deficit and the
Old Section was estimated to have a funding surplus.
Substantially all of any MNOPF New Section deficit liability which we may have relates to P&O
Cruises and Princess obligations, which existed prior to the DLC transaction. However, since the
MNOPF is a multiemployer plan and it was not probable that we would withdraw from the plan nor was
our share of the liability certain, we could not record our estimated share of the ultimate
deficit as a Carnival plc acquisition liability that existed at the DLC transaction date. The
amount of our share of the fund's ultimate deficit could vary considerably if different pension
assumptions and/or estimates were used. Therefore, we expense our portion of any deficit as
amounts are invoiced by the fund's trustee. In August 2005, we received an invoice from the fund
for what the trustee calculated to be our share of the entire MNOPF liability. Accordingly, we
recorded the full invoiced liability of $23 million in payroll and related expense in 2005. It is
possible that the fund's trustee may invoice us for additional amounts in the future for various
reasons, including if they believe the fund requires further funding.
Total expense for all of our defined benefit pension plans, including our multiemployer
plans, was $45 million, $18 million and $17 million in fiscal 2005, 2004 and 2003, respectively.
Defined Contribution Plans
We have several defined contribution plans available to most of our employees. We contribute
to these plans based on employee contributions, salary levels and length of service. Total
expense relating to these plans was $14 million, $13 million and $12 million in fiscal 2005, 2004
and 2003, respectively.
NOTE 14 - Earnings Per Share
Our basic and diluted earnings per share were computed as follows (in millions, except
per share data):
Years Ended November 30,
2005 2004 2003
---- ---- ----
Net income $2,257 $1,854 $1,194
Interest on dilutive convertible notes 47 49 43
------ ------ ------
Net income for diluted earnings
per share $2,304 $1,903 $1,237
------ ------ ------
Weighted-average common and ordinary
shares outstanding 806 802 718
Dilutive effect of convertible notes 42 44 39
Dilutive effect of stock plans 5 5 2
------ ------ ------
Diluted weighted-average shares
outstanding 853 851 759
------ ------ ------
Basic earnings per share $2.80 $2.31 $1.66
----- ----- -----
Diluted earnings per share $2.70 $2.24 $1.63
----- ----- -----
The weighted-average shares outstanding for the year ended November 30, 2003 includes the pro
rata Carnival plc shares since April 17, 2003. Options to purchase 2.1 million, 6.0 million and
8.4 million shares for fiscal 2005, 2004 and 2003, respectively, were excluded from our diluted
earnings per share computation since the effect of including them was anti-dilutive.
NOTE 15 - Supplemental Cash Flow Information
Total cash paid for interest was $314 million, $250 million and $156 million in fiscal 2005,
2004 and 2003, respectively. In addition, cash paid for income taxes was $15 million, $8 million
and $20 million in fiscal 2005, 2004 and 2003, respectively. Finally, in 2005 $297 million of our
Zero-Coupon Notes were converted through a combination of the issuance of Carnival Corporation
treasury stock and newly issued Carnival Corporation Common stock, which represented a noncash
financing activity.
SCHEDULE C
CARNIVAL PLC - UK GAAP FINANCIAL INFORMATION
SUMMARISED GROUP PROFIT AND LOSS ACCOUNT
Twelve Months to Twelve months to
November 30, 2005 November 30, 2004
US$ millions, except per share data
Turnover 4,352.2 3,901.3
Cost of sales (3,023.8) (2,632.3)
Administrative expenses (616.2) (609.0)
------- -------
Operating costs (3,640.0) (3,241.3)
------- -------
Group operating profit 712.2 660.0
Loss on disposal of ships (note 2) (32.0) -
------- -------
Profit on ordinary activities before interest 680.2 660.0
Net interest payable and similar items (120.0) (110.3)
------- -------
Profit on ordinary activities before taxation 560.2 549.7
Taxation (23.9) (27.6)
------- -------
Profit on ordinary activities after taxation 536.3 522.1
Dividends (191.1) (116.5)
------- -------
Retained profit for the financial year 345.2 405.6
------- -------
Carnival plc standalone earnings per share
(in U.S. dollars)
Basic earnings per share 2.53 2.47
Diluted earnings per share 2.52 2.46
Dividend per share 0.90 0.55
Weighted average number of shares
in issue (in millions)
-Basic 212.2 211.4
-Diluted 213.0 212.6
See accompanying notes to the group financial information. This financial information only
presents the UK GAAP results of Carnival plc, and does not include the consolidated results of
Carnival Corporation.
Within the DLC structure the most appropriate presentation of Carnival plc's results and financial
position is considered to be by reference to the U.S. GAAP consolidated financial statements of
Carnival Corporation & plc, which are included in the attached Schedule B (see note 1). For
information, we set out below the U.S. GAAP consolidated earnings per share included within the
Carnival Corporation & plc consolidated financial statements for the twelve months ended November
30, 2005 and 2004 (in U.S. dollars):
DLC Basic earnings per share 2005: 2.80 2004: 2.31
DLC Diluted earnings per share 2005: 2.70 2004: 2.24
CARNIVAL PLC - UK GAAP FINANCIAL INFORMATION
SUMMARISED GROUP BALANCE SHEET
As at As at
November 30, 2005 November 30, 2004
US$ millions
Goodwill and other intangible assets 703.8 749.4
Ships 6,294.9 7,176.9
Ships under construction 230.8 126.3
Properties and other fixed assets 556.1 544.9
Investments 4.7 7.9
------- --------
7,790.3 8,605.4
------- --------
Current assets
Stocks 102.5 106.3
Debtors 480.2 452.2
Cash at bank and in hand 778.0 174.5
------- --------
1,360.7 733.0
Creditors: amounts falling
due within one year (2,865.3) (2,531.1)
------- --------
Net current liabilities (1,504.6) (1,798.1)
------- --------
Total assets less current liabilities 6,285.7 6,807.3
Creditors: amounts falling due
after more than one year and
provisions for liabilities
and charges (1,803.7) (2,289.4)
------- --------
4,482.0 4,517.9
------- --------
Equity shareholders' funds 4,479.6 4,515.9
Equity minority interests 2.4 2.0
------- --------
4,482.0 4,517.9
------- --------
See accompanying notes to the group financial information. This financial information only
presents the UK GAAP results of Carnival plc, and does not include the consolidated results of
Carnival Corporation.
Within the DLC structure the most appropriate presentation of Carnival plc's results and financial
position is considered to be by reference to the U.S. GAAP consolidated financial statements of
Carnival Corporation & plc, which are included in the attached Schedule B (see note 1).
CARNIVAL PLC - UK GAAP FINANCIAL INFORMATION
SUMMARISED GROUP CASH FLOW STATEMENT
Twelve Months to Twelve months to
November 30, 2005 November 30, 2004
US$ millions
Net cash inflow from operating activities 1,177.9 1,076.8
Returns on investments and servicing of finance (122.0) (122.6)
Taxation (14.9) (10.3)
Capital expenditure
Purchase of ships (626.3) (1,663.5)
Purchase of other fixed assets (112.1) (111.6)
Disposal of ships - 150.1
Disposal of other fixed assets 14.8 12.9
------- -------
Net cash outflow for capital expenditure (723.6) (1,612.1)
Acquisitions and disposals
Purchase of subsidiaries and associates 1.6 (4.1)
Disposal of subsidiaries and associates - 1.8
Cash disposed on corporate restructuring - (29.3)
Equity dividends paid (148.5) (105.4)
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Net cash inflow/(outflow) before financing 170.5 (805.2)
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Net cash inflow from financing 440.6 728.5
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Increase/(decrease) in net cash in the year 611.1 (76.7)
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Reconciliation to net debt including
Carnival Corporation funding
Net debt at beginning of year (3,183.4) (7,109.1)
Increase/(decrease) in net cash 611.1 (76.7)
Cash inflow from loans with Carnival Corporation (98.7) (1,145.9)
Movements in borrowings (330.3) 456.1
Non-cash movements in borrowings
Carnival Corporation loan note on corporate
restructuring - 3,864.6
Debt disposed on corporate restructuring - 748.8
Other non-cash transactions with Carnival Corporation 434.2 358.6
Amortisation of bond issue costs (2.3) (1.4)
Exchange adjustments 279.9 (278.4)
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Net debt at end of year (2,289.5) (3,183.4)
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See accompanying notes to the group financial information. This financial information only
presents the UK GAAP results of Carnival plc, and does not include the consolidated results of
Carnival Corporation.
Within the DLC structure the most appropriate presentation of Carnival plc's results and financial
position is considered to be by reference to the U.S. GAAP consolidated financial statements of
Carnival Corporation & plc, which are included in the attached Schedule B (see note 1).
CARNIVAL PLC - UK GAAP FINANCIAL INFORMATION
RECONCILIATION OF MOVEMENTS IN GROUP SHAREHOLDERS' FUNDS
Twelve Months to Twelve months to
November 30, 2005 November 30, 2004
US$ millions
Profit for the year 536.3 522.1
Exchange movements (393.1) 384.8
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Total recognised gains for the year 143.2 906.9
Dividends (191.1) (116.5)
New shares issued 11.6 38.7
Net investment in merged businesses
by Carnival Corporation - 1,472.6
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(36.3) 2,301.7
Shareholders' funds at beginning of the
year 4,515.9 2,214.2
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Shareholders' funds at end of the year 4,479.6 4,515.9
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See accompanying notes to the group financial information. This financial information only
presents the UK GAAP results of Carnival plc, and does not include the consolidated results of
Carnival Corporation.
Within the DLC structure the most appropriate presentation of Carnival plc's results and financial
position is considered to be by reference to the U.S. GAAP consolidated financial statements of
Carnival Corporation & plc, which are included in the attached Schedule B (see note 1).
CARNIVAL PLC - NOTES TO UK GAAP GROUP FINANCIAL INFORMATION
Note 1. Basis of preparation
On April 17, 2003, Carnival Corporation and Carnival plc (formerly known as P&O Princess
Cruises plc) completed a dual listed company ("DLC") transaction (the "DLC transaction"), which
implemented the Carnival Corporation & plc DLC structure. The DLC transaction combined the
businesses of Carnival Corporation and Carnival plc (collectively known as "Carnival Corporation &
plc") through a number of contracts and through amendments to Carnival Corporation's articles of
incorporation and by-laws and to Carnival plc's memorandum of association and articles of
association. The two companies have retained their separate legal identities, however, they
operate as if they were a single economic enterprise. Each company's shares continue to be
publicly traded; on the New York Stock Exchange ("NYSE") for Carnival Corporation and the London
Stock Exchange for Carnival plc. In addition, Carnival plc American Depository Shares are traded
on the NYSE. The contracts governing the DLC structure provide that Carnival Corporation and
Carnival plc each continue to have separate boards of directors, but the boards and senior
executive management of both companies are identical. Under the contracts governing the DLC the
Carnival Corporation & plc consolidated earnings accrue equally to each unit of Carnival
Corporation stock and each Carnival plc share.
In order to provide the Carnival Corporation and Carnival plc shareholders with the most
meaningful picture of their economic interest in the DLC formed by Carnival Corporation and
Carnival plc, consolidated financial statements and management commentary of Carnival Corporation
& plc have been included in Schedules A and B to this announcement. The consolidated Carnival
Corporation & plc financial statements have been prepared under purchase accounting principles
whereby the DLC transaction has been accounted for as an acquisition of Carnival plc by Carnival
Corporation. These consolidated Carnival Corporation & plc financial statements have been
prepared under U.S. GAAP on the basis that all significant financial and operating decisions
affecting the DLC companies are taken on the basis of U.S. GAAP information and consequences.
The standalone Carnival plc UK GAAP financial information is required to satisfy reporting
requirements of the UKLA and does not include the results or net assets of Carnival Corporation.
However, the Directors consider that within the DLC arrangement the most appropriate presentation
of Carnival plc's results and financial position is by reference to the U.S. GAAP financial
statements of Carnival Corporation & plc, which are included in the attached Schedule B.
Carnival plc has a single business of operating cruise ships and North American related
landside assets under various brand names as follows: Holland America Tours and Princess Tours in
North America, Costa, P&O Cruises, Swan Hellenic, Ocean Village and AIDA Cruises in Europe and P&O
Cruises (Australia) in Australia and New Zealand. In addition, Carnival plc operates the Cunard
brand, approximately 60% of the results of which are generated in North America with the remainder
primarily arising in Europe.
Note 2. Loss on disposal of ships
During 2005 as part of a redeployment of vessels between the UK and North America, Carnival
plc sold the Adonia to Princess Cruises. The sale resulted in a UK GAAP loss of $12.6m for
Carnival plc. In the Carnival Corporation & plc consolidated financial statements no loss arose
because the transfer was between companies within the DLC.
On December 14, 2005, Carnival plc entered into an agreement to sell the Pacific Sky. The
net sale proceeds will be approximately $19.4m less than the UK GAAP carrying value, and thus a
provision in anticipation of the disposal has been made in the 2005 results. The U.S. GAAP
Pacific Sky carrying value is less than the net sale proceeds and, accordingly, no provision in
anticipation of disposal was recorded in the 2005 Carnival Corporation & plc consolidated
financial statements.
Note 3. Merchant Navy Officers Pension Fund ("MNOPF")
A number of Carnival plc's operating companies are participating employers in the MNOPF, an
industry-wide multiemployer defined benefit pension scheme. The New Section of the fund, which is
closed to new membership, has an actuarial deficit, however the extent of each employers'
liability for any ultimate deficit is uncertain. Following a March 2005 court ruling the Carnival
plc group ("the Group") is currently estimated to be liable for approximately 2.5% of any fund
deficit, after apportionment to Princess Cruise Lines Ltd for participation by its employees in
the fund. At March 31, 2003, the date of the most recent formal actuarial valuation of the New
Section, prepared by the MNOPF's actuary, the Group's estimated 2.5% share of the fund deficit was
approximately $7.6 million, assuming a 7.8% discount rate. During August 2005 the Group received
invoices from the MNOPF trustee requiring payment over the next ten years of $11.0m, representing
the Trustee's revised estimate, at that time, of the Group's share of the deficit. At November
30, 2005, Carnival plc's independent actuary informally updated the March 31, 2003 valuation for
UK accounting purposes, and estimated that the Group's share of New Section deficit could increase
to $29m, assuming a 4.8% discount rate. The amount of the fund deficit could vary considerably if
different assumptions and/or estimates were used in its calculation. It is possible that the
fund's trustee could invoice the Group for additional amounts in the future for various reasons,
including if they believe the fund requires further funding. In the Carnival Corporation & plc
consolidated financial statements a provision of $23m was made, which represents the MNOPF
trustee's calculation of its share of the entire MNOPF liability. Further details of the
circumstances of this pension scheme are included in note 13 in Schedule B.