Carnival Corporation & plc (CUK) 10-Q 1 Oct 09 2009 Q3 Quarterly report Financial data

CARNIVAL CORPORATION & PLC CONS

CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data	3 Months Ended Aug. 31, 2009	3 Months Ended Aug. 31, 2008	9 Months Ended Aug. 31, 2009	9 Months Ended Aug. 31, 2008
Cruise
Passenger tickets	$3,105	$3,658	$7,566	$8,684
Onboard and other	825	864	2,132	2,309
Other	209	292	253	351
Revenues, Total	4,139	4,814	9,951	11,344
Cruise
Commissions, transportation and other	515	660	1,469	1,743
Onboard and other	131	134	345	380
Payroll and related	387	381	1,105	1,106
Fuel	327	529	778	1,346
Food	223	231	624	648
Other ship operating	498	505	1,444	1,428
Other	145	194	196	256
Total	2,226	2,634	5,961	6,907
Selling and administrative	381	372	1,166	1,222
Depreciation and amortization	336	323	964	936
Costs and Expenses, Total	2,943	3,329	8,091	9,065
Operating Income	1,196	1,485	1,860	2,279
Nonoperating (Expense) Income
Interest income	4	8	10	30
Interest expense, net of capitalized interest	(95)	(108)	(281)	(308)
Other (expense) income, net	(8)	0	16	6
Nonoperating Income (Expense), Total	(99)	(100)	(255)	(272)
Income Before Income Taxes	1,097	1,385	1,605	2,007
Income Tax Expense, Net	(24)	(52)	(8)	(48)
Net Income	$1,073	$1,333	$1,597	$1,959
Earnings Per Share
Basic	1.36	1.7	2.03	2.49
Diluted	1.33	1.65	$2	2.43
Dividends Declared Per Share	$0	0.4	$0	1.2

1_CARNIVAL CORPORATION & PLC CO

CARNIVAL CORPORATION & PLC CONSOLIDATED BALANCE SHEETS (USD $)
In Millions	9 Months Ended Aug. 31, 2009	9 Months Ended Nov. 30, 2008	9 Months Ended Aug. 31, 2008
Current Assets
Cash and cash equivalents	$976	$650	$792
Trade and other receivables, net	476	418	642
Inventories	309	315	365
Prepaid expenses and other	337	267	254
Total current assets	2,098	1,650	2,053
Property and Equipment, Net	28,882	26,457	27,735
Goodwill	3,402	3,266	3,500
Trademarks	1,332	1,294	1,359
Other Assets	645	733	631
Assets, Total	36,359	33,400	35,278
Current Liabilities
Short-term borrowings	199	256	63
Current portion of long-term debt	1,264	1,081	888
Convertible debt subject to current put options	278	271	232
Accounts payable	612	512	505
Accrued liabilities and other	886	1,142	1,224
Customer deposits	2,536	2,519	2,917
Total current liabilities	5,775	5,781	5,829
Long-Term Debt	8,373	7,735	8,345
Other Long-Term Liabilities and Deferred Income	651	786	783
Contingencies (Note 3)	-	-	-
Shareholders' Equity
Common stock of Carnival Corporation; $0.01 par value; 1,960 shares authorized; 644 shares at 2009 and 643 shares at 2008 issued	6	6	6
Ordinary shares of Carnival plc; $1.66 par value; 226 shares authorized; 213 shares at 2009 and 2008 issued	354	354	354
Additional paid-in capital	7,695	7,677	7,666
Retained earnings	15,577	13,980	13,925
Accumulated other comprehensive income (loss)	199	(623)	666
Treasury stock; 20 shares at 2009 and 19 shares at 2008 of Carnival Corporation and 51 shares at 2009, 52 shares at November 2008 and 51 shares at August 2008 of Carnival plc, at cost	(2,271)	(2,296)	(2,296)
Total shareholders' equity	21,560	19,098	20,321
Liabilities and Stockholders' Equity, Total	$36,359	$33,400	$35,278

2_CARNIVAL CORPORATION & PLC CO

CARNIVAL CORPORATION & PLC CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Share data in Millions, except Per Share data	Aug. 31, 2009	Nov. 30, 2008	Aug. 31, 2008
Common stock of Carnival Corporation, par value	0.01	0.01	0.01
Common stock of Carnival Corporation, shares authorized	1,960	1,960	1,960
Common stock of Carnival Corporation, issued	644	643	643
Ordinary shares of Carnival plc, par value	1.66	1.66	1.66
Ordinary shares of Carnival plc, shares authorized	226	226	226
Ordinary shares of Carnival plc, issued	213	213	213
Treasury stock, shares of Carnival Corporation	20	19	19
Treasury stock, shares of Carnival plc	51	52	51

3_CARNIVAL CORPORATION & PLC CO

CARNIVAL CORPORATION & PLC CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions	9 Months Ended Aug. 31, 2009	9 Months Ended Aug. 31, 2008
OPERATING ACTIVITIES
Net income	$1,597	$1,959
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	964	936
Share-based compensation	41	41
Other	21	(12)
Changes in operating assets and liabilities
Receivables	(41)	(244)
Inventories	17	(41)
Prepaid expenses and other	(50)	(28)
Accounts payable	77	(47)
Accrued liabilities and other	59	124
Customer deposits	(55)	191
Net cash provided by operating activities	2,630	2,879
INVESTING ACTIVITIES
Purchases of property and equipment	(2,402)	(2,723)
Acquisition of minority interest	(33)	0
Other, net	(19)	9
Net cash used in investing activities	(2,454)	(2,714)
FINANCING ACTIVITIES
Principal repayments of revolving credit facility	(1,740)	(2,712)
Proceeds from revolving credit facility	1,085	2,778
Proceeds from issuance of other long-term debt	1,551	1,641
Principal repayments of other long-term debt	(307)	(864)
Repayments of short-term borrowings, net	(218)	(70)
Dividends paid	(314)	(945)
Proceeds from settlement of foreign currency swaps	113	0
Other, net	(47)	(86)
Net cash provided by (used in) financing activities	123	(258)
Effect of exchange rate changes on cash and cash equivalents	27	(58)
Net increase (decrease) in cash and cash equivalents	326	(151)
Cash and cash equivalents at beginning of period	650	943
Cash and cash equivalents at end of period	$976	$792

NOTE 1 - Basis of Presentation

NOTE 1 - Basis of Presentation
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 1 - Basis of Presentation	NOTE 1 Basis of Presentation Carnival Corporation is incorporated in Panama, and Carnival plc is incorporated in England and Wales. Carnival Corporation and Carnival plc operate a dual listed company (DLC), whereby the businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and through provisions in Carnival Corporations articles of incorporation and by-laws and Carnival plcs memorandum of association and articles of association. The two companies operate as if they are a single economic enterprise, but each has retained its separate legal identity. The accompanying consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. Together with their consolidated subsidiaries they are referred to collectively in these consolidated financial statements and elsewhere in this joint Quarterly Report on Form 10-Q (Form 10-Q) as Carnival Corporation plc, our, us, and we. The accompanying consolidated balance sheets at August31, 2009 and 2008, the consolidated statements of operations for the three and nine months ended August31, 2009 and 2008 and the consolidated statements of cash flows for the nine months ended August31, 2009 and 2008 are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation. In our statement of cash flows we have revised our presentation of proceeds from and principal repayments of our revolving credit facility to reflect the cash flows in connection with the underlying borrowings and repayments under the facility. This revision had no impact on the net proceeds from and principal repayments of our revolving credit facility, or on our net cash flows from financing activities. We have evaluated subsequent events through the filing date of this Form 10-Q, October1, 2009, and determined that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto other than as disclosed in the accompanying notes. Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation plc 2008 joint Annual Report on Form 10-K. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year.

NOTE 2 - Debt

NOTE 2 - Debt
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 2 - Debt	NOTE 2 Debt At August31, 2009, unsecured short-term borrowings consisted of euro and U.S. dollar-denominated bank loans of $189 million and $10 million, respectively, with an aggregate weighted-average interest rate of 0.7%. In February 2009, we borrowed $200 million under an unsecured term loan, which bears interest at 4.5% and matures in February 2012. In March 2009, we borrowed $301 million under an unsecured export credit facility, the proceeds of which were used to pay for a portion of AIDAlunas purchase price. This facility bears interest at EURIBOR plus 18 basis points (bps) and is repayable in semi-annual installments through 2021. In May 2009, we borrowed $486 million under an unsecured export credit facility, the proceeds of which were used to pay for a portion of Costa Pacificas purchase price. This facility bears interest at EURIBOR plus 160 bps and is repayable in semi-annual installments through 2019. In May 2009, we entered into an unsecured two-year $150 million multi-currency bilateral revolver, which has an undrawn commitment fee of 31 bps and serves as back-up liquidity to our principal revolver. In June 2009, Costa Crociere S.p.A. (Costa), one of our Italian subsidiaries, entered into an unsecured euro-denominated term loan agreement with the European Investment Bank for $785 million. The proceeds are to be used to fund a portion of their ships purchase prices. Costa borrowed $285 million in July 2009, which bears interest at 4.5%, and anticipates drawing an additional $286 million in 2010 and the remaining $214 million in 2011. Each borrowing will be repayable in semi-annual installments over 15 years from the date of funding. In June 2009, we borrowed $83 million under an unsecured export credit facility, the proceeds of which were used to pay for a portion of Seabourn Odysseys purchase price. This facility bears interest at LIBOR plus 160 bps and is repayable in semi-annual installments through 2017. In June and July 2009, we borrowed an aggregate of $200 million under two unsecured term loans, each of which bear interest at LIBOR plus 250 bps and mature in May 2012. In July 2009, we obtained an unsecured export credit facility, bearing interest at LIBOR plus 150 bps, which provides us with the ability to borrow up to a sterling-equivalent of $553 million for a portion of the March 2010 PO Cruises Azura final purchase price. This borrowing will be repayable in semi-annual installments over 10 years from the date of funding. In July and August 2009, we restructured an existing unsecured euro-denominated $581 million export credit facility for Carnival Dream. Under the terms of the restructuring, the existing export credit facility, which was to be repayable semi-annually over 12 years and bear interest at 4.2%, was replaced with two unsecured term loan facilities. The first facility is a euro-denominated $435 million term loan facility, bearing interest at 3.9% and is repayable semi-annually over 12 years. On September18, 2009, we borrowed under this facility, the proceeds of which were used to pay for a portion of Carnival Dreams purchase price. The second facility is a euro-denominated

NOTE 3 - Contingencies

NOTE 3 - Contingencies
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 3 - Contingencies	NOTE 3 Contingencies Litigation The Office of the Attorney General of Florida (Attorney General) is conducting an investigation to determine whether there is or has been a violation of Florida antitrust laws in connection with the setting by us and other unaffiliated cruise lines of our respective fuel supplements. We are providing our full cooperation to the Attorney Generals office. 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 Lease Out and Lease Back Type (LILO) Transactions At August31, 2009, Carnival Corporation had estimated contingent obligations totaling $579 million, excluding termination payments as discussed below, to participants in LILO transactions for two of its ships. At the inception of these leases, the aggregate of the net present value of these obligations was paid by Carnival Corporation to a group of major financial institutions, one of which includes American International Group Inc. (AIG), who agreed to act as payment undertakers and directly pay these obligations. Accordingly, these contingent obligations are considered extinguished, and neither the funds nor the contingent obligations have been included on our balance sheets. In the event that Carnival Corporation were to default on its obligations and assuming performance by all other participants, we estimate that we would, as of August31, 2009, be responsible for a termination payment of approximately $94 million. In 2017 we have the right to exercise options that would terminate these two LILO transactions at no cost to us. In certain cases, if the credit ratings of the financial institutions who are directly paying the contingent obligations fall below AA-, then Carnival Corporation will be required to replace these financial institutions with other financial institutions whose credit ratings are at least AA or meet other specified credit requirements. In such circumstances we will incur additional costs, although we estimate that they will be immaterial to our financial statements. All of the financial institution payment undertakers subject to this AA- credit rating threshold have credit ratings of AAA. If Carnival Corporations credit rating, which is BBB+, falls below BBB, it will be required to provide a standby letter of credit for $66 million, or alternatively provide mortgages for this aggregate amount on these two ships. In September 2008, the credit ratings of AIG and its subsidiaries involved in one of the above LILO transactions were downgraded from AA- to A-. As a result of this downgrade, AIG pledged collateral to support its obligations as a payment undertaker under the terms of this LILO transaction and, accordingly, AIG is no longer subject to the AA- credit rating threshold discussed above.

NOTE 4 - Comprehensive Income

NOTE 4 - Comprehensive Income
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 4 - Comprehensive Income	NOTE 4 Comprehensive Income Comprehensive income was as follows (in millions): Three Months Ended August31, Nine Months Ended August31, 2009 2008 2009 2008 Net income $ 1,073 $ 1,333 $ 1,597 $ 1,959 Items included in other comprehensive income (loss) Foreign currency translation adjustment 78 (588 ) 750 (578 ) Unrealized net gains (losses) of effective cash flow derivative hedges 9 (29 ) 70 (27 ) Pension liability adjustment (17 ) (17 ) Unrealized gains (losses) on marketable security 5 (6 ) 2 (8 ) Other comprehensive income (loss) 92 (640 ) 822 (630 ) Total comprehensive income $ 1,165 $ 693 $ 2,419 $ 1,329

NOTE 5 - Segment Information

NOTE 5 - Segment Information
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 5 - Segment Information	NOTE 5 Segment Information Our cruise segment includes all our cruise brands, which have been aggregated as a single reportable segment based on the similarity of their economic and other characteristics, including the products and services they provide. Substantially all of our other segment represents the hotel, tour and transportation operations of Holland America Tours and Princess Tours. Selected segment information for our cruise and other segments was as follows (in millions): Three Months Ended August31, Revenues Operating expenses Selling andadmin- istrative Depreciation and amortization Operating income 2009 Cruise $ 3,930 $ 2,081 $ 372 $ 327 $ 1,150 Other 312 248 9 9 46 Intersegment elimination (103 ) (103 ) $ 4,139 $ 2,226 $ 381 $ 336 $ 1,196 2008 Cruise $ 4,522 $ 2,440 $ 364 $ 314 $ 1,404 Other 399 301 8 9 81 Intersegment elimination (107 ) (107 ) $ 4,814 $ 2,634 $ 372 $ 323 $ 1,485 Nine Months Ended August31, Revenues Operating expenses Selling andadmin- istrative Depreciation and amortization Operating income 2009 Cruise $ 9,698 $ 5,765 $ 1,142 $ 937 $ 1,854 Other 373 316 24 27 6 Intersegment elimination (120 ) (120 ) $ 9,951 $ 5,961 $ 1,166 $ 964 $ 1,860 2008 Cruise $ 10,993 $ 6,651 $ 1,197 $ 909 $ 2,236 Other 478 383 25 27 43 Intersegment elimination (127 ) (127 ) $ 11,344 $ 6,907 $ 1,222 $ 936 $ 2,279

NOTE 6 - Earnings Per Share

NOTE 6 - Earnings Per Share
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 6 - Earnings Per Share	NOTE 6 Earnings Per Share Our basic and diluted earnings per share were computed as follows (in millions, except per share data): Three MonthsEnded August31, Nine Months Ended August31, 2009 2008 2009 2008 Net income $ 1,073 $ 1,333 $ 1,597 $ 1,959 Interest on dilutive convertible notes 6 9 18 26 Net income for diluted earnings per share $ 1,079 $ 1,342 $ 1,615 $ 1,985 Weighted-average common and ordinary shares outstanding 787 786 787 786 Dilutive effect of convertible notes 20 27 20 30 Dilutive effect of stock plans 2 1 2 2 Diluted weighted-average shares outstanding 809 814 809 818 Basic earnings per share $ 1.36 $ 1.70 $ 2.03 $ 2.49 Diluted earnings per share $ 1.33 $ 1.65 $ 2.00 $ 2.43 Anti-dilutive stock options excluded from diluted earnings per share computations 14 12 15 12

NOTE 7 - Fair Value Measurement

NOTE 7 - Fair Value Measurements, Derivative Instruments and Hedging Activities
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 7 - Fair Value Measurements, Derivative Instruments and Hedging Activities	NOTE 7 Fair Value Measurements, Derivative Instruments and Hedging Activities Fair Value Measurements U.S. accounting standards establish a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 measurements are based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. Financial Instruments that ARE NOT measured at Fair Value on a Recurring Basis The estimated carrying and fair values of our financial instrument assets and (liabilities) that are not measured at fair value on a recurring basis were as follows (in millions): August31, 2009 November30, 2008 Carrying Value FairValue Carrying Value FairValue Cash and cash equivalents(a) $ 314 $ 314 $ 345 $ 345 Long-term other assets(b) $ 205 $ 200 $ 243 $ 227 Debtnon-convertible(c) $ (9,240 ) $ (8,870 ) $ (8,477 ) $ (6,591 ) Debt-convertible(d) $ (874 ) $ (883 ) $ (866 ) $ (754 ) (a) Cash and cash equivalents are comprised of cash on hand and time deposits and due to their short maturities the carrying values approximate their fair values. (b) At both August31, 2009 and November30, 2008, long-term other assets included notes and other receivables. At November30, 2008, U.S. Treasury strip securities were also included in long-term other assets. The fair values of notes and other receivables were based on estimated future cash flows discounted at appropriate market interest rates. The fair values of U.S. Treasury strip securities were based on quoted market prices. (c) The net difference between the fair value of our non-convertible debt and its carrying value was due to the market interest rates in existence at the respective measurement dates being higher than the interest rates on o

NOTE 8 - Shareholders' Equity

NOTE 8 - Shareholders' Equity
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 8 - Shareholders' Equity	NOTE 8 Shareholders Equity In February 2009, we issued 450,000 shares of Carnival Corporation common stock for $10 million of net proceeds, substantially all of which was used to fund the repurchase of 450,000 shares of Carnival plc ordinary shares. In this offering, we issued Carnival Corporation common stock in the U.S., only to the extent we were able to purchase shares of Carnival plc in the UK on at least an equivalent basis. In July and August 2009, we sold an aggregate of 1.5million shares of Carnival plc ordinary shares for $43 million of net proceeds, substantially all of which was used to fund the repurchase of 1.5million of Carnival Corporation common stock. In this offering, we issued Carnival plc ordinary shares in the UK, only to the extent we were able to purchase shares of Carnival Corporation in the U.S. on at least an equivalent basis.

NOTE 9 - Acquisition of Minorit

NOTE 9 - Acquisition of Minority Interest
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 9 - Acquisition of Minority Interest	NOTE 9 Acquisition of Minority Interest In July 2009, we purchased the remaining 25% minority interest in Ibero Cruises for $33 million. Ibero Cruises is now our 100%-owned Spanish cruise line.

NOTE 10 - Recent Accounting Pro

NOTE 10 - Recent Accounting Pronouncement
	9 Months Ended Aug. 31, 2009 USD / shares
Notes to Financial Statements [Abstract]
NOTE 10 - Recent Accounting Pronouncement	NOTE 10 Recent Accounting Pronouncement In May 2008, the FASB issued a staff position that requires the issuer of certain convertible debt instruments that may be settled in cash, or other assets, on conversion to separately account for the debt and equity components in a manner that reflects the issuers non-convertible debt borrowing rate. This statement will be adopted by us in the first quarter of fiscal 2010 on a retrospective basis. The impact of adopting this statement will not have any effect on previously reported diluted earnings per share. However, our net income for the nine months ended August31, 2008 will be reduced by approximately $5 million. In addition, as of November30, 2007 our additional paid-in capital will be increased by approximately $210 million, which will be almost fully offset by a $205 million reduction in our retained earnings.

Document Information

Document Information
	9 Months Ended Aug. 31, 2009 USD / shares
Document Information [Text Block]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	2009-08-31

Entity Information

Entity Information (USD $)
	9 Months Ended Aug. 31, 2009	Sep. 28, 2009
Entity [Text Block]
Trading Symbol	CCL
Entity Registrant Name	CARNIVAL CORP
Entity Central Index Key	0000815097
Current Fiscal Year End Date	--11-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		624,268,779
CARNIVAL PLC
Entity [Text Block]
Trading Symbol	CUK
Entity Registrant Name	CARNIVAL PLC
Entity Central Index Key	0001125259
Current Fiscal Year End Date	--11-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		213,407,226