8-KOther Events

CARNIVAL CORP 8-K Report (Apr 17, 2003)

Filed April 17, 2003For Securities:CCL

Summary

This 8-K filing by Carnival Corporation and Carnival plc details two significant events occurring on April 17, 2003: the completion of a Dual Listed Company (DLC) Transaction and a change in Carnival plc's independent auditor. The DLC Transaction, approved by shareholders of both companies, merges the management and operations of Carnival Corporation and Carnival plc into a single economic enterprise while maintaining separate stock exchange listings. This strategic move aims to align business objectives and enhance shareholder value across the combined entity. As part of this transaction, P&O Princess Cruises plc officially changed its name to Carnival plc. In addition to the DLC Transaction, Carnival plc also announced the resignation of its independent public accountants, KPMG Audit Plc, and the engagement of PricewaterhouseCoopers LLP as its new auditor, subject to shareholder approval. This change in auditors, while not indicating any disagreements with KPMG, marks a transition in the company's audit oversight. Furthermore, Carnival plc has aligned its fiscal year-end with Carnival Corporation's, changing from December 31 to November 30, and will now report in U.S. dollars and U.S. GAAP for SEC filings.

Key Highlights

  • 1Completion of the Dual Listed Company (DLC) Transaction, merging Carnival Corporation and Carnival plc into a single economic enterprise.
  • 2Carnival plc (formerly P&O Princess Cruises plc) officially changed its name.
  • 3Resignation of KPMG Audit Plc as Carnival plc's independent public accountants.
  • 4Engagement of PricewaterhouseCoopers LLP as Carnival plc's new independent public accountants, pending shareholder approval.
  • 5Carnival plc changed its fiscal year-end from December 31 to November 30 to align with Carnival Corporation.
  • 6The combined entity will pursue common business objectives under identical boards and a single senior executive management team.
  • 7Future SEC filings will be in U.S. dollars and prepared in accordance with U.S. GAAP.

Frequently Asked Questions

The DLC Transaction creates a unified economic enterprise between Carnival Corporation and Carnival plc. While they remain separate legal entities with distinct stock exchange listings, they will be managed and operated as one, with identical boards and senior management, pursuing common business objectives for the benefit of all shareholders.

The filing states that KPMG resigned as Carnival plc's independent public accountants. While there were no disagreements on accounting principles or practices, the company has engaged PricewaterhouseCoopers LLP to serve as its new independent auditor, subject to shareholder approval. This represents a change in audit firm oversight.

Carnival plc has changed its fiscal year-end from December 31 to November 30 to match Carnival Corporation's year-end. This alignment simplifies financial reporting and consolidates the operational and financial reporting periods for the combined economic enterprise.

Going forward, the combined entity will file consolidated quarterly and annual reports with the SEC in accordance with U.S. domestic reporting company rules. Financial statements will be denominated in U.S. dollars and prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP), providing a more consistent and comparable reporting framework for investors.