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Carnival Corp · 10-Q · For 2/28/99

Filed On 4/13/99 · SEC File 1-09610 · Accession Number 815097-99-5

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 4/13/99  Carnival Corp                     10-Q        2/28/99    7:44

Quarterly Report · Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      14    105K 
 2: EX-10.1     Material Contract                                      4±    21K 
 3: EX-10.2     Material Contract                                      7±    31K 
 4: EX-10.3     Material Contract                                      7±    33K 
 5: EX-10.4     Material Contract                                     10±    47K 
 6: EX-12       Ratio of Earnings to Fixed Charges                     1      6K 
 7: EX-27       Art. 5 FDS for 1st Quarter 10-Q                        1      6K

10-Q · Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Other Information
1	1st Page
2	Item 1. Financial Statements
"	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 1. Legal Proceedings
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

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FORM 10-Q               

SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                

(Mark One)                                                                      
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE              
SECURITIES              EXCHANGE ACT OF 1934                                    

For the quarterly period ended February 28, 1999                                

OR                

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE             
SECURITIES             EXCHANGE ACT OF 1934                                     

For the transition period from ______________ to ________________               

Commission file number 1-9610                                                   

CARNIVAL CORPORATION                
(Exact name of registrant as specified in its charter)                

Republic of Panama                     59-1562976     
(State or other jurisdiction of                (I.R.S. Employer     
incorporation or organization)             Identification No.)    

3655 N.W. 87th Avenue, Miami, Florida     33178-2428    
(Address of principal executive offices)   (Zip code)     

(305) 599-2600    
(Registrant's telephone number, including area code)                

None    
(Former name, former address and former fiscal year,                
if changed since last report.)                

Indicate by check mark whether the registrant (1) has filed           
all reports required to be filed by Section 13 or 15(d) of the                  
Securities Exchange Act of 1934 during the preceding 12 months                  
(or for such shorter period that the registrant was required to                 
file such reports), and (2) has been subject to such filing                     
requirements for the past 90 days.  Yes X     No__                              

Indicate the number of shares outstanding of each of the              
issuer's classes of common stock as of the latest practicable                   
date.                                                                           

Common Stock, $.01 par value - 613,174,060 shares as of               
April 9, 1999.                                                                  

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CARNIVAL CORPORATION                

I N D E X               

                                            Page

Part I.  FINANCIAL INFORMATION                                                  

Item 1.  Financial Statements.                                                  

Consolidated Balance Sheets -                                 
February 28, 1999 and November 30, 1998                   

Consolidated Statements of Operations -                       
Three Months Ended February 28, 1999                      
and February 28, 1998                                     

Consolidated Statements of Cash Flows -                       
Three Months Ended February 28, 1999                      
and February 28, 1998                                     

Notes to Consolidated Financial Statements                    

Item 2.  Management's Discussion and Analysis of                                
Financial Condition and Results of Operations.                

Part II. OTHER INFORMATION                                                      

Item 1.  Legal Proceedings.                                                     

Item 5.  Other Information.                                                     

Item 6.  Exhibits and Reports on Form 8-K.                                      

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PART I.    FINANCIAL INFORMATION                                                
Item 1.    Financial Statements.                                                

CARNIVAL CORPORATION                
CONSOLIDATED BALANCE SHEETS               
(in thousands, except par value)              

                                                                · Download Table

                                                 February 28,  November 30,
                                                     1999         1998     
                                                                           
    ASSETS                                                                 
 CURRENT ASSETS                                                            
     Cash and cash equivalents                     $  574,254  $  137,273  
     Short-term investments                           216,993       5,956  
     Accounts receivable, net                          72,947      60,837  
     Consumable inventories, at average cost           77,626      75,449  
     Prepaid expenses and other                        94,968      90,764  
          Total current assets                      1,036,788     370,279  

PROPERTY AND EQUIPMENT, NET                         5,764,498   5,768,114  

INVESTMENTS IN AND ADVANCES TO AFFILIATES             534,413     546,693  

GOODWILL, LESS ACCUMULATED AMORTIZATION OF                                 
    $75,548 AND $72,255                               434,171     437,464  

OTHER ASSETS                                           60,615      56,773  
                                                   $7,830,485  $7,179,323  

         LIABILITIES AND SHAREHOLDERS' EQUITY                              
CURRENT LIABILITIES                                                        
     Current portion of long-term debt             $   66,702  $   67,626  
     Accounts payable                                 156,612     168,546  
     Accrued liabilities                              203,886     206,968  
     Customer deposits                                655,944     638,383  
     Dividends payable                                 55,174      53,590  
          Total current liabilities                 1,138,318   1,135,113  

LONG-TERM DEBT                                      1,355,569   1,563,014  

DEFERRED INCOME AND OTHER LONG-TERM LIABILITIES        88,910      63,036  

COMMITMENTS AND CONTINGENCIES (Note 5)                                     

MINORITY INTEREST                                     133,786     132,684  

SHAREHOLDERS' EQUITY                                                       
    Common Stock; $.01 par value; 960,000 shares                           
      authorized; 613,045 and 595,448 shares                               
      issued and outstanding                            6,130       5,955  
    Paid-in-capital                                 1,617,781     880,488  
    Retained earnings                               3,482,215   3,379,628  
    Other                                               7,776      19,405  
      Total shareholders' equity                    5,113,902   4,285,476  
                                                   $7,830,485  $7,179,323  


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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CARNIVAL CORPORATION  
CONSOLIDATED STATEMENTS OF OPERATIONS 
(in thousands, except per share data) 

                                                                · Download Table

                                    Three Months Ended February 28,
                                         1999             1998     

                                                                   
REVENUES                               $748,258        $557,838    

COSTS AND EXPENSES                                                 
   Operating expenses                   416,103         307,595    
   Selling and administrative           110,770          78,834    
   Depreciation and amortization         57,904          43,008    
                                        584,777         429,437    

OPERATING INCOME BEFORE                                            
  LOSS FROM AFFILIATED                                             
  OPERATIONS                            163,481         128,401    

LOSS FROM AFFILIATED                                               
  OPERATIONS, NET                        (5,917)        (10,681)   

OPERATING INCOME                        157,564         117,720    

NONOPERATING INCOME (EXPENSE)                                      
   Interest income                        6,887           3,737    
   Interest expense, net of                                        
     capitalized interest               (13,390)        (12,559)   
   Other income (expense), net            2,996          (3,271)   
   Income tax benefit                     4,806           4,287    
   Minority interest                     (1,102)              -    
                                            197          (7,806)   

NET INCOME                             $157,761        $109,914    

EARNINGS PER SHARE:                                                
   Basic                                   $.26            $.18    
   Diluted                                 $.26            $.18    

The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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CARNIVAL CORPORATION
   CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

                                                                · Download Table

                                            Three Months Ended February 28,
                                                  1999          1998       
                                                                           
OPERATING ACTIVITIES                                                       
  Net income                                     $157,761     $109,914     
  Adjustments                                                              
     Depreciation and amortization                 57,904       43,008     
     Dividends received and loss from                                      
       affiliated operations, net                   5,917       21,231     
     Minority interest                              1,102                  
     Other                                          2,172        5,083     
  Changes in operating assets and liabilities                              
     Increase in:                                                          
       Receivables                                (12,333)      (5,143)    
       Consumable inventories                      (2,177)      (1,056)    
       Prepaid expenses and other                  (4,222)     (11,639)    
     Increase (decrease) in:                                               
       Accounts payable                           (11,934)      (7,308)    
       Accrued liabilities                         (2,958)      (2,320)    
       Customer deposits                           17,561       62,393     
         Net cash provided from operating                                  
           activities                             208,793      214,163     

INVESTING ACTIVITIES                                                       
     (Increase) decrease in short-term                                     
        investments, net                         (210,686)          20     
     Additions to property and equipment, net     (50,977)    (361,739)    
     Other, net                                    21,167           74     
         Net cash used for investing activities  (240,496)    (361,645)    

FINANCING ACTIVITIES                                                       
     Proceeds from long-term debt                   5,861      313,158     
     Principal payments of long-term debt        (214,282)    (147,407)    
     Proceeds from issuance of Common Stock, net  730,812        2,385     
     Dividends paid                               (53,590)     (44,578)    
     Other                                           (117)      (1,993)    
         Net cash provided from                                            
            financing activities                  468,684      121,565     
         Net increase (decrease) in cash and                               
            cash equivalents                      436,981      (25,917)    
     Cash and cash equivalents at beginning                                
       of period                                  137,273      139,989     
     Cash and cash equivalents at end of period  $574,254     $114,072     


The accompanying notes are an integral part of these consolidated               
financial statements.                                                           

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CARNIVAL CORPORATION  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    

NOTE 1 -  BASIS FOR PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS           

The financial statements included herein have been prepared           
by Carnival Corporation, without audit, pursuant to the rules and               
regulations of the Securities and Exchange Commission.                          

The accompanying consolidated balance sheet at February 28,           
1999 and the consolidated statements of operations for the three                
months ended February 28, 1999 and 1998 and consolidated                        
statements of cash flows for the three months ended February 28,                
1999 and 1998 are unaudited and, in the opinion of management,                  
contain all adjustments, consisting of only normal recurring                    
accruals, necessary for a fair presentation. The operations of                  
Carnival Corporation and its consolidated subsidiaries (referred                
to collectively as the "Company") and its affiliates are seasonal               
and results for interim periods are not necessarily indicative of               
the results for the entire year. Certain amounts in prior periods               
have been reclassified to conform with the current period's                     
presentation.                                                                   

NOTE 2 - PROPERTY AND EQUIPMENT                                                 

Property and equipment consists of the following:                     

                                                                · Download Table
<Caption                                                               
                                            February 28,   November 30,
                                                1999           1998    
                                                    (in thousands)     
                                                                       

Vessels                                     $5,761,324     $5,754,218  
Vessels under construction                     543,448        526,529  
                                             6,304,772      6,280,747  
Land, buildings and improvements               222,775        217,597  
Transportation and other equipment             342,024        322,069  

Total property and equipment                 6,869,571      6,820,413  

Less accumulated depreciation and                                      
  amortization                              (1,105,073)    (1,052,299) 
                                            $5,764,498     $5,768,114  


During the three months ended February 28, 1999 and 1998,             
interest costs of $10.4 million and $6.4 million, respectively,                 
were capitalized.                                                               

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NOTE 3 - LONG-TERM DEBT                                                         

Long-term debt consists of the following:                             

                                                                · Download Table
<Caption                                                                   
                                                  February 28, November 30,
                                                       1999        1998    
                                                         (in thousands)    
                                                                           
Commercial paper                                    $ 161,309    $ 368,710 
Unsecured 5.65% Notes Due October 15, 2000            199,855      199,833 
Unsecured 6.15% Notes Due April 15, 2008              199,525      199,512 
Unsecured 6.65% Debentures due January 15, 2028       199,255      199,249 
Notes payable bearing interest at rates ranging                            
  from 5.1% to 8.0%, secured by vessels,                                   
  maturing through 2009                               172,058      174,198 
Unsecured 6.15% Notes Due October 1, 2003             124,968      124,967 
Unsecured 7.20% Debentures Due October 1, 2023        124,882      124,881 
Unsecured 7.7% Notes Due July 15, 2004                 99,939       99,936 
Unsecured 7.05% Notes Due May 15, 2005                 99,876       99,871 
Other loans payable                                    40,604       39,483 
                                                    1,422,271    1,630,640 
Less portion due within one year                      (66,702)     (67,626)
                                                   $1,355,569   $1,563,014 

NOTE 4 - SHAREHOLDERS' EQUITY                                                   

In December 1998, Carnival Corporation issued 17 million              
shares of its Common Stock in a public offering and received net                
proceeds of approximately $725 million. A portion of the proceeds               
from the offering was used to repay $153 million of outstanding                 
commercial paper and the remainder has been invested in cash                    
equivalents and short-term investments.                                         

Carnival Corporation's Certificate of Incorporation, as               
amended, authorizes the Board of Directors, at its discretion, to               
issue up to 40 million shares of Preferred Stock. The Preferred                 
Stock is issuable in series which may vary as to certain rights                 
and preferences and has a $.01 par value. At February 28, 1999,                 
no Preferred Stock had been issued.                                             

During the three months ended February 28, 1999 and 1998,             
the Company declared a quarterly cash dividend of $.09 and $.075                
per share aggregating $55,174 and $44,608, respectively.                        

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NOTE 5 - COMMITMENTS AND CONTINGENCIES                                          

Capital Expenditures                                                            

A description of ships under contract for construction at             
February 28, 1999 is as follows (in millions, except passenger                  
capacity data):                                                                 

                                                                · Download Table

                 Expected                          Estimated   Remaining 
                 Service                 Passenger   Total     Cost to be
Vessel            Date(1)  Shipyard      Capacity(2) Cost(3)     Paid    
                                                                         

Carnival Cruise Lines                                                    
Carnival Triumph   7/99    Fincantieri(4)  2,758    $  410     $   294   
Carnival Victory   8/00    Fincantieri     2,758       440         433   
Carnival Spirit    4/01    Masa-Yards      2,100       375         356   
Carnival Conquest 12/02    Fincantieri     2,758       450         429   
Carnival Glory     8/03    Fincantieri     2,758       450         429   
  Total Carnival Cruise Lines             13,132     2,125       1,941   
Holland America Line                                                     
Volendam           8/99    Fincantieri(4)  1,440       300         238   
Zaandam            3/00    Fincantieri(4)  1,440       300         255   
Amsterdam         11/00    Fincantieri     1,380       300          51   
  Total Holland America Line               4,260       900         544   
  Total                                   17,392    $3,025      $2,485   

(1) The expected service date is the date the vessel is                     
expected to begin revenue generating activities.                                
(2) In accordance with cruise industry practice, passenger                  
capacity is calculated based on two passengers per cabin even                   
though some cabins can accommodate three or four passengers.                    
(3) Estimated total cost is the total cost of the completed                 
vessel and includes the contract price with the shipyard, design                
and engineering fees, estimated capitalized interest, various                   
owner supplied items and construction oversight costs.                          
(4) These construction contracts are denominated in Italian                 
Lira and have been fixed into U.S. dollars through the                          
utilization of forward foreign currency contracts.                              

In connection with the vessels under construction, the                
Company has paid $540 million through February 28, 1999 and                     
anticipates paying approximately $890 million during the twelve                 
month period ending February 29, 2000 and approximately $1.6                    
billion thereafter.                                                             

Litigation                                                                      

Several actions (collectively the "Passenger Complaints")             
have been filed against Carnival Cruise Lines ("Carnival") or                   
Holland America Westours on behalf of purported classes of                      
persons who paid port charges to Carnival or Holland America Line               
("Holland America"), alleging that statements made in advertising               
and promotional materials concerning port charges were false and                
misleading. The Passenger Complaints allege violations of the                   
various state consumer protection acts and claims of fraud,                     
conversion, breach of fiduciary duties and unjust enrichment.                   
Plaintiffs seek compensatory damages or, alternatively, refunds                 
of portions of port charges paid, attorneys' fees, costs,                       
prejudgment interest, punitive damages and injunctive and                       
declaratory relief. These actions are in various stages of                      
progress and are proceeding.                                                    

Holland America Westours has entered into a settlement                
agreement for the one Passenger Complaint filed against it. The                 
settlement agreement was approved by the court on September 28,                 
1998. Five members of the settlement class have appealed the                    
court's approval of the settlement. The appeal is likely to take                
between one and two years to be resolved. Unless the appeal is                  
successful, Holland America will issue travel vouchers with a                   
face value of $10-$50 depending on specified criteria, to certain               
of its passengers who are U.S. residents and who sailed between                 
April 1992 and April 1996, and will pay a portion of the                        
plaintiffs' legal fees. The amount and timing of the travel                     
vouchers to be redeemed and the effects of the travel voucher                   
redemption on revenues is not reasonably determinable.                          
Accordingly, the Company has not established a liability for the                
travel voucher portion of the settlements and will account for                  
the redemption of the vouchers as a reduction of future revenues.               
In 1998 the Company established a liability for the estimated                   
distribution costs of the settlement notices and plaintiffs'                    
legal costs.                                                                    

Several complaints were filed against Carnival and/or                 
Holland America Westours (collectively the "Travel Agent                        
Complaints") on behalf of purported classes of travel agencies                  
who had booked a cruise with Carnival or Holland America,                       
claiming that advertising practices regarding port charges                      
resulted in an improper commission bypass. These actions, filed                 
in California, Alabama, Washington and Florida, allege violations               
of state consumer protection laws, claims of breach of contract,                
negligent misrepresentation, unjust enrichment, unlawful business               
practices and common law fraud, and they seek unspecified                       
compensatory damages (or alternatively, the payment of usual and                
customary commissions on port charges paid by passengers in                     
excess of certain charges levied by government authorities), an                 
accounting, attorneys' fees and costs, punitive damages and                     
injunctive relief. These actions are in various stages of                       
progress and are proceeding.                                                    

It is not now possible to determine the ultimate outcome of           
the pending Passenger and Travel Agent Complaints. Management                   
believes it has meritorious defenses to the claims. Management                  
understands that purported class actions similar to the Passenger               
and Travel Agent Complaints have been filed against several other               
cruise lines.                                                                   

In the normal course of business, various other claims and            
lawsuits have been filed or are pending against the Company. The                
majority of these claims and lawsuits are covered by insurance.                 
Management believes the outcome of any such suits, which are not                
covered by insurance would not have a material adverse effect on                
the Company's financial condition or results of operations.                     

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Ship Lease Transactions                                                         

During August and December 1998, the Company entered into             
lease out and lease back transactions with respect to two of its                
vessels. The Company has effectively guaranteed certain                         
obligations or provided letters of credit to participants in the                
transactions which, at February 28, 1999, total approximately                   
$327 million. Only in the remote event of nonperformance by                     
certain major financial institutions, which have long-term credit               
ratings of AAA, would the Company be required to make any                       
payments under these guarantees. After approximately 18 years,                  
the Company has the right to exercise purchase options that would               
terminate these transactions. As a result of these transactions,                
the Company received approximately $44 million (net) which is                   
recorded as deferred income on the balance sheets and is being                  
amortized to nonoperating income over approximately 18 years.                   

NOTE 6 - EARNINGS PER SHARE                                                     

Earnings per share have been computed as follows (in                  
thousands, except per share data):                                              

                                                                · Download Table


                                           Three Months Ended February 28,
                                                1999         1998         
                                                                          
BASIC:                                                                    
     Net income                              $157,761      $109,914       
     Average common shares outstanding        608,940       594,734       
     Earnings per share                      $    .26      $    .18       

DILUTED:                                                                  
     Net income                              $157,761      $109,914       
     Effect on net income of assumed                                      
        purchase of minority interest           1,102                     
     Net income available assuming dilution  $158,863      $109,914       

     Average common shares outstanding        608,940       594,734       
     Effect of dilutive securities:                                       
         Additional shares issuable upon:                                 
            Assumed exercise of Cunard                                    
               Line Limited's minority                                    
               shareholders purchase option     5,439                     
            Various stock plans                 3,881         3,078       
     Average common shares outstanding                                    
       assuming dilution                      618,260       597,812       
     Earnings per share                      $    .26      $    .18       

On April 13, 1998, the Board of Directors approved a two-for-         
one split of the Company's Common Stock. The additional shares                  
were distributed on June 12, 1998 to shareholders of record on                  
May 29, 1998. All share and per share data presented herein have                
been retroactively restated to give effect to this stock split.                 

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NOTE 7 - COMPREHENSIVE INCOME                                                   

Effective December 1, 1998, the Company adopted Statement of          
Financial Accounting Standards ("SFAS") No. 130, "Reporting                     
Comprehensive Income". SFAS No. 130 establishes standards for the               
reporting and disclosure of comprehensive income and its                        
components. Comprehensive income is a measure that reflects all                 
changes in shareholders' equity, except those resulting from                    
transactions with shareholders. For the Company, comprehensive                  
income includes net income and foreign currency translation                     
adjustments and changes in the value of equity securities that                  
have not been included in net income. For the three months ended                
February 28, 1999 and 1998, comprehensive income was $150.6                     
million and $112.5 million, respectively.                                       

NOTE 8 - ACQUISITION                                                            

On May 28, 1998, the Company and a group of investors                 
acquired the operating assets of Cunard, a cruise company                       
operating five luxury cruise ships, for $500 million, adjusted                  
for a working capital deficiency and debt assumed. The Company is               
accounting for the acquisition using the purchase accounting                    
method. Simultaneous with the acquisition, Seabourn Cruise Line                 
Limited ("Seabourn"), a luxury cruise line in which the Company                 
owned a 50% interest, was combined with Cunard. The Company owns                
approximately 68% of the combined entity, which is named Cunard                 
Line Limited. Commencing on May 28, 1998, the financial results                 
of Cunard Line Limited have been included in the Company's                      
consolidated financial statements. Prior to May 28, 1998, the                   
Company's 50% interest in Seabourn was accounted for using the                  
equity method.                                                                  

Had the above transactions occurred on December 1, 1997, the          
Company's unaudited consolidated revenues for the three months                  
ended February 28, 1998 would have been approximately $664                      
million. The impact on the Company's three months ended February                
28, 1998 unaudited net income and earnings per share would have                 
been immaterial.                                                                

NOTE 9 - RECENT PRONOUNCEMENTS                                                  

In June 1998, SFAS No. 133, "Accounting for Derivative                
Instruments and Hedging Activities" was issued. SFAS No. 133                    
requires that all derivative instruments be recorded on the                     
balance sheet at their fair value. Changes in the fair value of                 
derivatives are recorded each period in current earnings or other               
comprehensive income depending on whether a derivative is                       
designated as part of a hedge transaction and, if it is, the type               
of hedge transaction. SFAS No. 133 is effective for all fiscal                  
quarters of all fiscal years beginning after June 15, 1999                      
(December 1, 1999 for the Company). The Company has not yet                     
determined the impact that the adoption of SFAS No. 133 will                    
have, but does not currently expect the adoption to have a                      
material impact on its results of operations or cash flows.                     

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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF                                  
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.                    

Certain statements under this caption, "Management's                  
Discussion and Analysis of Financial Condition and Results of                   
Operations", constitute "forward-looking statements" under the                  
Private Securities Litigation Reform Act of 1995 (the "Reform                   
Act"). See "Part II. OTHER INFORMATION, ITEM 5 (a) Forward-                     
Looking Statements".                                                            

General                                                                         

The Company earns its cruise revenues primarily from (i) the          
sale of passenger tickets, which includes accommodations, meals,                
and most shipboard activities, (ii) the sale of air                             
transportation to and from the cruise ship and (iii) the sale of                
goods and services on board its cruise ships, such as casino                    
gaming, bar sales, gift shop sales and other related services.                  
The Company also derives revenues from the tour and related                     
operations of Holland America Westours.                                         

Selected segment and statistical information for the periods          
indicated is as follows:                                                        

                                                                · Download Table

                                   Three Months Ended February 28,           
                                       1999               1998               
                      (in thousands, except selected statistical information)
                                                                             
REVENUES:                                                                    
   Cruise                            $741,076            $550,977            
   Tour                                 7,504               7,039            
   Intersegment revenues                 (322)               (178)           
                                     $748,258            $557,838            

OPERATING EXPENSES:                                                          
   Cruise                            $407,066            $298,770            
   Tour                                 9,359               9,003            
   Intersegment expenses                 (322)               (178)           
                                     $416,103            $307,595            

OPERATING INCOME:                                                            
   Cruise                            $180,434            $142,424            
   Tour                               (11,898)            (10,521)           
   Loss from affiliates, net, and                                            
     corporate expenses               (10,972)            (14,183)           
                                     $157,564            $117,720            

SELECTED STATISTICAL INFORMATION:                                            
   Passengers carried                 517,000             427,000            
   Passenger cruise days (1)        3,505,000           2,827,000            
   Occupancy percentage                 100.9%             105.9%            

(1) A passenger cruise day is one passenger sailing for a period             
of one day.  For example, one passenger sailing on a one week                
cruise is seven passenger cruise days.                                       

Operations data expressed as a percentage of total revenues           
for the periods indicated is as follows:                                        

                                                                · Download Table

                                     Three Months Ended February 28,
                                         1999               1998    

                                                                    
REVENUES                                 100%               100%    

COSTS AND EXPENSES:                                                 
   Operating expenses                     55                 55     
   Selling and administrative             15                 14     
   Depreciation and amortization           8                  8     
OPERATING INCOME BEFORE                                             
 LOSS FROM AFFILIATED                                               
 OPERATIONS                               22                 23     
LOSS FROM AFFILIATED                                                
 OPERATIONS, NET                          (1)                (2)    
OPERATING INCOME                          21                 21     
NONOPERATING EXPENSE                       -                 (1)    
NET INCOME                                21%                20%    

Fixed costs, including depreciation, fuel, insurance and              
crew costs, represent more than one-third of the Company's                      
operating expenses and do not change significantly in relation to               
changes in passenger loads and aggregate passenger ticket                       
revenue.                                                                        

The Company's cruise and tour operations experience varying           
degrees of seasonality. The Company's revenue from the sale of                  
passenger tickets for its cruise operations is moderately                       
seasonal. Historically, demand for cruises has been greater                     
during the summer months. The Company's tour revenues are                       
extremely seasonal with a majority of tour revenues generated                   
during the late spring and summer months in conjunction with the                
Alaska cruise season.                                                           

The year over year percentage increase in average passenger           
capacity for the Company's cruise brands, excluding the impact of               
the acquisition and consolidation of Cunard and Seabourn, is                    
expected to approximate 6.5%, 12.1% and 19.1% in the second,                    
third and fourth quarters of fiscal 1999, respectively, as                      
compared to the same periods of fiscal 1998. These increases are                
primarily a result of the introduction into service of Carnival's               
Paradise in late November 1998, the expected introduction into                  
service of the Carnival Triumph in July 1999 and Holland                        
America's Volendam in August 1999 and the introduction into                     
service of Windstar Cruises ("Windstar") Wind Surf in May 1998.                 
Including the impact of Cunard and Seabourn, average passenger                  
capacity is expected to increase 17.8%, 10.7% and 16.1% in the                  
second, third and fourth quarters of fiscal 1999, respectively,                 
as compared to the same periods of fiscal 1998. The acquisition                 
and consolidation of Cunard and Seabourn is not expected to                     
materially affect the Company's consolidated net income in 1999.                

The year over year percentage increase in average passenger           
capacity, excluding the impact of Cunard and Seabourn, resulting                
from the delivery of vessels currently under contract for                       
construction for the fiscal years 2000 and 2001 is expected to                  
approximate 12.9% and 11.9%, respectively. Including the impact                 
of Cunard and Seabourn, the year over year increase in average                  
passenger capacity for fiscal 2000 and 2001 is expected to                      
approximate 11.7% and 10.9%, respectively.                                      

The Company and Airtours plc ("Airtours"), a publicly traded          
leisure travel company in which the Company holds a 26% interest,               
each own a 50% interest in Il Ponte S.p.A. ("Il Ponte"), the                    
parent company of Costa Crociere, S.p.A. ("Costa"), an Italian                  
cruise company. The Company records its interest in Airtours and                
Il Ponte using the equity method of accounting and records its                  
portion of Airtours' and Il Ponte's consolidated operating                      
results on a two-month lag basis. Demand for Airtours' and                      
Costa's products is seasonal due to the nature of the European                  
leisure travel industry and European cruise season. Typically,                  
Airtours' and Costa's quarters ending June 30 and September 30                  
experience higher demand, with demand in the quarter ending                     
September 30 being the highest.                                                 

As a result of the recent military conflict in Yugoslavia,            
the Company is currently experiencing a slow down in its cruise                 
booking patterns on its Eastern Mediterranean cruise itineraries                
and, to a lesser extent, also for its Western Mediterranean                     
cruise itineraries. As a consequence of the conflict, the Company               
has changed the itineraries of certain of its Eastern                           
Mediterranean cruises. Due to the uncertainties surrounding the                 
current situation, management is unable to determine the possible               
impact of these events on the Company's results of operations for               
fiscal 1999. The Company has approximately 5% of its consolidated               
fiscal 1999 passenger capacity scheduled to operate in either the               
Eastern or Western Mediterranean. Additionally, the Company's                   
unconsolidated affiliate, Costa also has itineraries scheduled                  
for the Eastern and Western Mediterranean. Management believes                  
that any effects of this unusual and infrequent event on the                    
Company's operations will be temporary and should not result in                 
any long term adverse effects.                                                  

Three Months Ended February 28, 1999 ("1999") Compared                          
To Three Months Ended February 28, 1998 ("1998")                                

Revenues                                                              

The increase in total revenues of $190.4 million, or 34.1%,           
was almost entirely due to an increase in cruise revenues.                      
Approximately $104.5 million of the increase is due to the                      
acquisition and consolidation of Cunard and Seabourn and $85.6                  
million is due to increased cruise revenues from Carnival,                      
Holland America and Windstar. The increase from Carnival, Holland               
America and Windstar resulted from an increase of approximately                 
16.9% in passenger capacity and a .5% increase in total revenue                 
per passenger cruise day, offset slightly by a 1.6% decrease in                 
occupancy rates. Passenger capacity increased due primarily to                  
the addition of the new vessels previously discussed and                        
Carnival's Elation in March 1998.                                               

Cost and Expenses                                                     

Operating expenses increased $108.5 million, or 35.3%.                
Cruise operating costs increased by $108.3 million, or 36.2% in                 
1999. Approximately $72.4 million of the cruise operating costs                 
increase is due to the acquisition and consolidation of Cunard                  
and Seabourn. Excluding Cunard and Seabourn, cruise operating                   
costs as a percentage of cruise revenues were 52.6% and 54.2% in                
1999 and 1998, respectively. Cruise operating costs, excluding                  
Cunard and Seabourn, increased $35.9 million primarily as a                     
result of increases in passenger capacity, partially offset by                  
lower fuel costs.                                                               

Selling and administrative expenses increased $31.9 million,          
or 40.5%, of which $19.9 million, or 25.2%, was due to the                      
acquisition and consolidation of Cunard and Seabourn. Excluding                 
Cunard and Seabourn, selling and administrative expenses as a                   
percentage of revenues were 14.1% in 1999 and 1998. Selling and                 
administrative expenses, excluding Cunard and Seabourn, increased               
primarily as a result of increases in advertising and payroll and               
related costs.                                                                  

Depreciation and amortization increased by $14.9 million, or          
34.6%, to $57.9 million in 1999 from $43.0 million in 1998                      
primarily due to the additional depreciation associated with the                
increase in the size of the fleet and the acquisition and                       
consolidation of Cunard and Seabourn.                                           

Affiliated Operations                                                 

During 1999, the Company recorded $5.9 million of losses              
from affiliated operations as compared with $10.7 million of                    
losses in 1998. The Company's portion of Airtours' losses                       
increased $.4 million to $8.5 million in 1999. The Company                      
recorded income (losses) of $2.6 million and $(.9) million during               
1999 and 1998, respectively, related to its interest in Il Ponte.               
The affiliated operations for 1998 includes Seabourn.                           

Nonoperating Income (Expense)                                         

Gross interest expense (excluding capitalized interest)               
increased $4.8 million in 1999 primarily as a result of higher                  
average debt balances, arising from the acquisition and                         
consolidation of Cunard and Seabourn as well as investments in                  
new vessel projects. Capitalized interest increased $4.0 million                
due primarily to higher levels of investments in ship                           
construction projects during 1999 as compared with 1998.                        

Interest income increased $3.2 million in 1999 primarily as           
a result of higher average investment balances resulting from the               
investment of proceeds received by the Company upon the sale of                 
its Common Stock in December 1998 (see Note 4 in the accompanying               
financial statements).                                                          

Other income in 1999 of $3 million primarily relates to the           
Company's collection of insurance proceeds compared to other                    
expenses in 1998 of $3.3 million primarily related to the accrual               
of certain litigation costs.                                                    

Minority interest was $1.1 million which represents the               
minority shareholders' interest in Cunard Line Limited's net                    
income.                                                                         

LIQUIDITY AND CAPITAL RESOURCES                                                 

Sources of Cash                                                     

The Company's business provided $208.8 million of net cash          
from operations during fiscal 1999, a decrease of 2.5% compared                 
to 1998. The decrease was primarily due to changes in cash                      
payments and receipts relating to operating assets and                          
liabilities substantially offset by higher net income.                          

In December 1998, the Company issued 17 million shares of           
its Common Stock and received net proceeds of approximately $725                
million. The Company issued this stock concurrent with the                      
addition of the Company's Common Stock to the S&P 500 Composite                 
Index.                                                                          

Uses of Cash                                                          

During 1999, the Company made net expenditures of                     
approximately $51.0 million on capital projects, of which $17.5                 
million was spent in connection with its ongoing shipbuilding                   
program. The nonshipbuilding capital expenditures consisted                     
primarily of computer equipment, vessel refurbishments, tour                    
assets and other equipment.                                                     

During 1999, the Company had net repayments of $207.4                 
million under its commercial paper programs, including $153                     
million funded from the proceeds of its Common Stock offering.                  
Additionally, the Company paid quarterly cash dividends of $53.6                
million in 1999.                                                                

Future Commitments                                                    

The Company has contracts for the delivery of eight new               
vessels over the next five years. The Company will pay                          
approximately $890 million during the twelve months ending                      
February 29, 2000 relating to the construction and delivery of                  
these new ships and approximately $1.6 billion thereafter.                      

In addition to these ship construction contracts, the                 
Company has options to construct two additional vessels for                     
Carnival for expected service in 2002, if the options are                       
exercised. The Company is also in negotiations with several                     
shipbuilding yards for a new class of vessel for Holland America                
and is in the initial planning phase of a new ocean liner for                   
Cunard. No assurance can be given that the two options for                      
Carnival will be exercised, the negotiations for the Holland                    
America vessel will be successful or that the new Cunard                        
shipbuilding project will be continued.                                         

At February 28, 1999, the Company had $1.42 billion of long-          
term debt of which $66.7 million is due during the twelve months                
ended February 29, 2000. See Notes 3 and 5 in the accompanying                  
financial statements for more information regarding the Company's               
debts and commitments.                                                          

Funding Sources                                                       

At February 28, 1999, the Company had approximately $791.2            
million in cash, cash equivalents and short-term investments.                   
These funds along with cash from operations are expected to be                  
the Company's principal source of capital to fund its debt                      
service requirements and ship construction costs. Additionally,                 
the Company may also fund a portion of these cash requirements                  
from borrowings under its revolving credit facilities or                        
commercial paper programs. At February 28, 1999, the Company had                
approximately $1.07 billion available for borrowing under its                   
revolving credit facilities.                                                    

To the extent that the Company is required to or chooses to           
fund future cash requirements from sources other than as                        
discussed above, management believes that it 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.                      

OTHER MATTER                                                                    

Year 2000                                                             

The Year 2000 computer issue is primarily the result of               
computer programs using a two digit format, as opposed to four                  
digits, to indicate the year. Such programs will be unable to                   
interpret dates beyond the year 1999, which could cause a system                
failure or other computer errors and a disruption in the                        
operation of such systems.                                                      

State of Readiness                                                    

The Company has established internally staffed project teams          
to address Year 2000 issues. Each team has implemented a plan                   
that focuses on Year 2000 compliance efforts for information                    
technology ("IT") and non-IT systems for their respective                       
companies. The systems include (1) information systems software                 
and hardware (e.g. reservations, accounting and associated                      
systems, personal computers and software and various end-user                   
developed applications) and (2) building facilities and shipboard               
equipment (e.g. shipboard navigation, control, safety, power                    
generation and distribution systems, operating systems and                      
shipbuilding and communication systems).                                        

The Company's Year 2000 plan addresses the Year 2000 issues           
in multiple phases, including: (1) inventory of the Company's                   
systems, equipment and suppliers that may be vulnerable to Year                 
2000 issues; (2) assessment of inventoried items to determine                   
risks associated with their failure to be Year 2000 compliant;                  
(3) testing of systems and/or components to determine if Year                   
2000 compliant, both prior and/or subsequent to remediation; (4)                
remediation and implementation of systems; and (5) contingency                  
planning to assess reasonably likely worst case scenarios.                      

Inventories have been substantially completed for all                 
Company shoreside software applications, hardware and operating                 
systems. A risk assessment was then prepared based on feedback                  
from the Company's respective business units. Most of the                       
Company's critical internally developed software systems have                   
been successfully remediated and tested. All of the Company's                   
reservations systems have been remediated, tested and are in                    
production. Remediation and integration testing of other critical               
shoreside software and hardware applications, including purchased               
software, are estimated to be completed by July 1999. However,                  
ongoing certification testing of remediated systems that                        
corroborates prior test results and corroborates integration of                 
remediated items with related hardware and operating systems will               
occur throughout 1999.                                                          

Inventories have been substantially completed for all                 
building facilities and shipboard equipment systems. A risk                     
assessment has been substantially completed and is expected to be               
finalized by May 1999. In certain cases, the Company has retained               
third party consultants to analyze the shipboard hardware and                   
embedded system inventories and assist the Company in testing,                  
remediation and implementation of these applications. This                      
process is expected to be completed by the end of the third                     
calendar quarter of 1999. Internally developed shipboard                        
information systems have been remediated and are expected to be                 
tested and fully implemented on ships by mid 1999.                              

The Company is tracking the Year 2000 compliance status of            
its material vendors and suppliers via the Company's own internal               
vendor compliance effort. Year 2000 correspondence was sent to                  
critical vendors and suppliers, with continued follow up for                    
those who failed to respond. All vendor responses are currently                 
being evaluated to assess any possible risk to or effect on the                 
Company's operations. Prior to mid 1999, the Company expects to                 
implement additional procedures for assessing the Year 2000                     
compliance status of its most critical vendors and will modify                  
its contingency plans accordingly.                                              

Risks of Company's Year 2000 Issues                                   

The Company is in the process of preparing its contingency            
plans which will include the identification of its most                         
reasonably likely worst case scenarios. Currently, the most                     
reasonably likely sources of risk to the Company include (1) the                
disruption of transportation channels relevant to the Company's                 
operations, including ports and transportation vendors (airlines)               
as a result of a general failure of support systems and necessary               
infrastructure; (2) the disruption of travel agency and other                   
sales distribution systems; and (3) the inability of principal                  
product suppliers to be Year 2000 ready, which could result in                  
delays in deliveries from such suppliers.                                       

Based on its current assessment efforts, the Company does             
not believe that Year 2000 issues will have a material adverse                  
effect on its financial condition or results of operations.                     
However, the Company's Year 2000 issues and any potential                       
business interruptions, costs, damages or losses related thereto,               
are dependent, to a significant degree, upon the Year 2000                      
compliance of third parties, both domestic and international,                   
such as government agencies, vendors and suppliers. Consequently,               
the Company is unable to determine at this time whether Year 2000               
failures will materially affect the Company. The Company believes               
that its compliance efforts have and will reduce the impact on                  
the Company of any such failures.                                               

Contingency Plans                                                     

The Company is in the process of preparing its contingency            
plans to identify and determine how to handle its most reasonably               
likely worst case scenarios. Preliminary contingency plans are                  
currently being drafted. Comprehensive contingency plans are                    
estimated to be complete by mid 1999.                                           

Costs                                                                 

The Company does not expect that the costs associated with            
its Year 2000 efforts will be material. The Company estimates                   
aggregate expenditures of approximately $16 million to address                  
Year 2000 issues. These aggregate expenditures include $9 million               
of costs that are being charged to expense and $7 million of                    
costs, related to the accelerated replacement of non-compliant                  
systems due to Year 2000 issues, which will be capitalized. The                 
total amount expended through February 28, 1999 was approximately               
$9 million, of which $5 million has been charged to expense and                 
$4 million has been capitalized. These costs do not include costs               
incurred by the Company as a result of the failure of any third                 
parties, including suppliers, to become Year 2000 compliant or                  
costs to implement any contingency plans.                                       

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PART II.  OTHER INFORMATION                                                     

ITEM 1.  Legal Proceedings.                                                     

Several actions collectively referred to as the "Passenger            
Complaints" were previously reported in the Company's Annual                    
Report on Form 10-K for the year ended November 30, 1998 (the                   
"1998 Form 10-K"). The following are material subsequent                        
developments in such cases.                                                     

In the action filed against Carnival in Florida in 1996 by            
Michelle Hackbarth, Larry Katz, Michelle A. Sutton, Pedro Rene                  
Mier, and others, on behalf of purported nationwide classes, the                
court denied the plaintiffs' motion for class certification on                  
March 8, 1999.                                                                  

Several actions collectively referred to as the "Travel               
Agent Complaints" were previously reported in the 1998 Form 10-K                
and the following are the material subsequent developments in                   
such cases.                                                                     

In the action filed against Holland America Westours in               
Washington in September 1997 by N.G.L. Travel Associates, on                    
behalf of a purported nationwide class of travel agencies who                   
booked cruises with Holland America Westours, the court denied                  
both parties requests for reconsideration of the summary judgment               
rulings. Holland America Westours has asked the Court of Appeals                
to take discretionary review of the court's orders regarding                    
summary judgment and class certification. The Court of Appeals                  
will not decide whether to take review until at least May 1999.                 

For a description of other pending litigation, see the 1998           
Form 10-K and Note 5 in Part I of this Form 10-Q.                               

Item 5.  Other Information.                                                     

(a) FORWARD-LOOKING STATEMENTS                                                  

Certain statements in this Form 10-Q and in the future                
filings by the Company with the Securities and Exchange                         
Commission, in the Company's press releases, and in oral                        
statements made by or with the approval of an authorized                        
executive officer constitute "forward-looking statements" within                
the meaning of the Private Securities Litigation Reform Act of                  
1995. Such forward-looking statements involve known and unknown                 
risks, uncertainties and other factors, which may cause the                     
actual results, performances or achievements of the Company to be               
materially different from any future results, performances or                   
achievements expressed or implied by such forward-looking                       
statements. Such factors include, among others, the following:                  
general economic and business conditions which may impact levels                
of disposable income of consumers and pricing and passenger                     
yields for the Company's cruise products; consumer demand for                   
cruises, including the effects on consumer demand of armed                      
conflicts or political instability; pricing policies followed by                
competitors of the Company; increases in cruise industry                        
capacity; changes in tax laws and regulations; the ability of the               
Company to implement its shipbuilding program and to expand its                 
business outside the North American market where it has less                    
experience; delivery of new vessels on schedule and at the                      
contracted price; weather patterns; unscheduled ship repairs and                
drydocking; incidents involving cruise vessels at sea; computer                 
program Year 2000 compliance; and changes in laws and regulations               
applicable to the Company.                                                      

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.                                      

(a) Exhibits                                                                    

10.1   HAL Antillen N.V. and Subsidiaries Key Management Incentive Plan.        
10.2   Note Extension and Satisfaction Agreement, dated February 17, 1999,      
between Carnival Corporation, Sherwood Weiser and others.         
10.3   Stock Purchase Agreement, dated February 17, 1999, between               
Carnival  Corporation, Sherwood Weiser and others.                
10.4   Shareholders' Agreement, dated June 30, 1998, between                    
Carnival Corporation, Sherwood Weiser and others.                 
12     Ratio of Earnings to Fixed Charges.                                      
27     Financial Data Schedule (for SEC use only).                              

(b) Reports on Form 8-K.                                                        

On December 17, 1998, the Company filed a Current Report on           
Form 8-K related to its December 17, 1998 press release                         
announcing the results of operations for the fiscal year ended                  
November 30, 1998.                                                              

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SIGNATURES  

Pursuant to the requirements of the Securities Exchange Act           
of 1934, the registrant has duly caused this report to be signed                
on its behalf by the undersigned thereunto duly authorized.                     

                  CARNIVAL CORPORATION

Date: April 12, 1999               BY/s/ Howard S. Frank                        
                   Howard S. Frank
                                 Vice Chairman of the Board of
                       Directors and Chief
                     Operating Officer

Date: April 12, 1999               BY/s/ Gerald R. Cahill                       
                    Gerald R. Cahill
                                 Senior Vice President-Finance
                           and Chief Financial and
                      Accounting Officer

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INDEX TO EXHIBITS                                                               

Page No. in                                                                     
Sequential                                                                      
Numbering                                                                       
System                                                                          
Exhibits                                                                        

10.1   HAL Antillen N.V. and Subsidiaries Key Management Incentive Plan.        
10.2   Note Extension and Satisfaction Agreement, dated February 17, 1999,      
between Carnival Corporation, Sherwood Weiser and others.         
10.3   Stock Purchase Agreement, dated February 17, 1999, between               
Carnival  Corporation, Sherwood Weiser and others.                
10.4   Shareholders' Agreement, dated June 30, 1998, between                    
Carnival Corporation, Sherwood Weiser and others.                 
12     Ratio of Earnings to Fixed Charges.                                      
27     Financial Data Schedule (for SEC use only).

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-Q Filing	Date	First	Last	Other Filings

	12/1/97	10
	2/28/98	2	11	10-Q
	4/13/98	9
	5/28/98	10
	5/29/98	9
	6/12/98	9
	6/30/98	12	14
	9/28/98	8
	11/30/98	2	12	PRE 14A, 10-K
	12/1/98	10
	12/17/98	12		8-K
	2/17/99	12	14
For The Period Ended	2/28/99	1	11
	3/8/99	12
	4/9/99	1
	4/12/99	13
Filed On / Filed As Of	4/13/99
	6/15/99	10
	12/1/99	10		8-K
	2/29/0	8	11	10-Q

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Carnival Corp · 10-Q · For 2/28/99

Filed On 4/13/99 · SEC File 1-09610 · Accession Number 815097-99-5

Quarterly Report · Form 10-QFiling Table of Contents

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