Investor Relations

Release of Carnival Corporation & plc 2003 First Quarter Pro Forma Financial Information

Untitled Document
29 May, 2003

Release of Carnival Corporation & plc 2003 First Quarter Pro Forma Financial Information

As a technical requirement, Carnival Corporation & plc announces that it has filed with the U.S. Securities and Exchange Commission ("SEC") a Current Report on Form 8-K today containing the Carnival Corporation and Carnival plc (formerly known as P&O Princess Cruises plc) 2003 first quarter combined pro forma financial information. The schedule to this announcement contains the 2003 first fiscal quarter unaudited pro forma combined results of operations of Carnival Corporation and Carnival plc, as if the dual listed company ("DLC") transaction between such companies, completed on 17 April 2003, had occurred as of the beginning of fiscal 2002 and their unaudited pro forma combined balance sheet as if the DLC transaction had occurred at the end of the 2003 first quarter. This unaudited pro forma financial information has been filed with the SEC solely in order to comply with the SEC's pro forma reporting requirements and does not purport to represent what the results of operations actually would have been if the DLC transaction had been completed on 1 December 2001 or what those results will be for future periods.

The full Current Report (including the portion extracted for this announcement) is available for viewing on the SEC website at www.sec.gov under Carnival Corporation or Carnival plc, the Carnival Corporation website at www.carnivalcorp.com and the Carnival plc website at www.carnivalplc.com.

MEDIA CONTACTS: INVESTOR RELATIONS CONTACTS:
US US/UK
Carnival Corporation & plc Carnival Corporation & plc
Tim Gallagher Beth Roberts
305 599 2600, ext. 16000 305 406 4832

UK UK
Brunswick Group Bronwen Griffiths
Sophie Fitton 44 (0) 23 8052 5231
44 (0) 20 7404 5959

Carnival Corporation & plc

Carnival Corporation & plc is the largest cruise vacation group in the world, with a portfolio of 13 distinct brands comprised of the leading cruise operators in both North America and Europe. Carnival Cruise Lines, Princess Cruises, Holland America Line, Costa Cruises, P&O Cruises, Cunard Line, Windstar Cruises, Seabourn Cruise Line, Ocean Village, Swan Hellenic, AIDA, A'ROSA, and P&O Cruises Australia are all included in this group.

Together, these brands operate 67 ships totaling more than 103,000 lower berths with 16 new ships scheduled for delivery between now and mid-2006. Carnival Corporation & plc also operates three riverboats on Europe's Danube River and the leading tour companies in Alaska and the Canadian Yukon, Holland America Tours and Princess Tours. Traded on both the New York and London Stock Exchanges, Carnival Corporation & plc is the only group in the world to be included in both the S&P 500 and the FTSE 100 indices.

Additional information can be obtained via Carnival Corporation & plc's website at www.carnivalcorp.com and www.carnivalplc.com.

Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements contained in this announcement are "forward-looking statements" that involve risks, uncertainties and assumptions with respect to Carnival Corporation, Carnival plc and Carnival Corporation & plc, including some statements concerning future results, plans, goals and other events which have not yet occurred. You can find many, but not all, of these statements by looking for words like "will," "may," "believes," "expects," "anticipates," "forecast," "future," "intends," "plans," and "estimates" and for similar expressions. Because forward-looking statements, including those which may impact the forecasting of net revenue yields, booking levels, pricing, occupancy, operating, financing and tax costs, estimates of ship depreciable lives and residual values or business prospects, involve risks and uncertainties, there are many factors that could cause Carnival Corporation's, Carnival plc's and Carnival Corporation & plc's actual results, performance or achievements to differ materially from those expressed or implied in this announcement. These factors include, but are not limited to, the following: achievement of expected benefits from the DLC transaction; risks associated with the DLC structure; liquidity and index inclusion as a result of the implementation of the DLC structure, including a possible mandatory exchange of Carnival plc shares that may occur under Carnival plc's constituent documents; risks associated with the uncertainty of the tax status of the DLC structure; general economic and business conditions, which may impact levels of disposable income of consumers and the net revenue yields for cruise brands of Carnival Corporation & plc; conditions in the cruise and land-based vacation industries, including competition from other cruise ship operators and providers of other vacation alternatives and increases in capacity offered by cruise ship and land-based vacation alternatives; the impact of operating internationally; the international political and economic climate, the recent military action in Iraq, other armed conflicts, terrorist attacks, availability of air service and other world events and adverse publicity and their impact on the demand for cruises; accidents and other incidents at sea affecting the health, safety, security and vacation satisfaction of passengers; the ability of Carnival Corporation & plc to implement its shipbuilding programmes and brand strategies and to continue to expand its businesses worldwide; the ability of Carnival Corporation & plc to attract and retain shipboard crew and maintain good relations with employee unions; the ability to obtain financing on terms that are favourable or consistent with Carnival Corporation & plc's expectations; the impact of changes in operating and financing costs, including changes in foreign currency and interest rates and fuel, food, insurance and security costs; changes in the tax, environmental, health, safety, security and other regulatory regimes under which Carnival Corporation & plc operates; continued availability of attractive port destinations; the ability to successfully implement cost improvement plans and to integrate business acquisitions; continuing financial viability of Carnival Corporation & plc travel agent distribution system; weather patterns or natural disasters; and the ability of a small group of shareholders effectively to control the outcome of shareholder voting.

Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant listing rules, Carnival Corporation & plc expressly disclaims any obligation to disseminate, after the date of this announcement, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF CARNIVAL CORPORATION & PLC

The following unaudited pro forma financial information gives pro forma effect to the dual listed company ("DLC") transaction between Carnival Corporation ("Carnival") and Carnival plc (formerly known as P&O Princess Cruises plc), which was completed on 17 April 2003 and implemented Carnival & Carnival plc's dual structure, after giving effect to the pro forma adjustments described in the accompanying notes. Both aforementioned companies are collectively referred to as Carnival Corporation & plc. We have prepared the unaudited pro forma financial information from, and you should read it in conjunction with the 2003 first quarter historical consolidated financial statements, including the related notes, of Carnival and Carnival plc that are included in Carnival's 28 February 2003 Quarterly Report on Form 10-Q and Carnival Corporation & plc's joint Current Report on Form 8-K, dated 19 May 2003.

The unaudited pro forma financial information has been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and in accordance with Carnival's accounting policies under U.S. GAAP. U.S. GAAP differs in certain respects from generally accepted accounting principles in the United Kingdom ("UK GAAP"), and Carnival's accounting policies under U.S. GAAP differ in certain respects from Carnival plc's accounting policies under UK GAAP and U.S. GAAP. The notes to the Carnival plc audited consolidated financial statements for the year ended 31 December 2002 included in the Carnival plc 2002 Annual Report on Form 20-F describe the material differences between U.S. GAAP and UK GAAP as they relate to Carnival plc.

Under U.S. GAAP the DLC transaction has been accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141 "Business Combinations." The business combination adjustments include preliminary estimates of the fair value of the identifiable assets and liabilities acquired. Following the completion of the DLC transaction, adjustments will be made to these preliminary estimates to reflect their estimated fair value as of the completion date. In accordance with the purchase method of accounting, the Carnival plc U.S. GAAP accounting policies are being reviewed and will be conformed to Carnival's accounting policies.

The unaudited pro forma statement of operations for the three months ended 28 February 2003 has been prepared as if the DLC transaction had occurred on 1 December 2001. The unaudited pro forma balance sheet as of 28 February 2003 has been prepared as if the DLC transaction had occurred on that date. The historical financial information for Carnival plc used in the unaudited pro forma financial information of Carnival Corporation & plc is as at and for the three months ended 31 March 2003.

The following unaudited pro forma financial information

· is presented for illustrative purposes only and, because of its nature, may not give a true picture of the results and the financial position of Carnival Corporation & plc;

· does not purport to represent what the results of operations actually would have been if the DLC transaction had occurred on 1 December 2001 or what those results will be for any future periods. The pro forma adjustments are based upon currently available information;

· does not reflect the results of business operations or trading since 28 February 2003 for Carnival and 31 March 2003 for Carnival plc; and

· has not been adjusted to reflect any net transaction benefits.

Unaudited Pro Forma Statement of Operations
For the Three Months Ended 28 February 2003
(U.S. dollars in millions, except per share data)

Pro forma adjustments
Pro forma
Carnival Accounting Business Carnival
(U.S. Carnival plc policy combination Corporation &
GAAP) (U.S. GAAP)(1) adjustments adjustments plc (U.S. GAAP)

Revenues 1,031.1 639.0 (0.8)(a) 1,669.3
Costs and Expenses
Operating (615.2) (444.1) (3.5)(b) (1,062.6)
0.2 (a)
Selling and administrative (177.1) (120.2) 3.3 (c) 6.2 (k) (287.8)
Depreciation and amortisation (106.5) (50.3) (156.8)
(898.8) (614.6) 6.2 (1,507.2)

Operating Income 132.3 24.4 (0.8) 6.2 162.1
Nonoperating (Expense) Income
Net interest expense (25.1) (18.5) (0.2)(f) (43.8)
Other income, net 14.7 14.7
(10.4) (18.5) (0.2) (29.1)

Income Before Income Taxes 121.9 5.9 (0.8) 6.0 133.0
Income Tax Benefit (Expense), Net 5.0 (1.1) 0.7 (g) 4.6
Net Income 126.9 4.8 (0.8) 6.7 137.6

Earnings Per Share(n)
Basic 0.22 0.17
Diluted 0.22 0.17

(1) Carnival plc information is for the three months ended 31 March 2003.

See accompanying notes to unaudited pro forma financial information of Carnival Corporation & plc in accordance with U.S. GAAP.

Unaudited Pro Forma Balance Sheet
As of 28 February 2003
(U.S. dollars and shares in millions)

Pro forma adjustments
Pro forma
Carnival Accounting Business Carnival
(U.S. Carnival plc policy combination Corporation &
GAAP) (U.S. GAAP)(1) adjustments adjustments plc (U.S. GAAP)


Assets
Current Assets
Cash and cash equivalents 732.9 147.9 880.8
Short-term investments 37.6 37.6
Accounts receivable, net 110.1 118.1 5.5 (a) 233.7
Inventories 95.4 87.8 183.2
Prepaid expenses and other 178.7 183.0 (20.1) (b) (65.3)(g) 396.8
21.2 (c) 99.3 (l)
Fair value of derivative contracts 58.3 8.9 67.2
Fair value of hedged firm commitments 9.7 29.4 (29.4)(e) 9.7
Total current assets 1,222.7 575.1 6.6 4.6 1,809.0

Property and Equipment, Net 10,238.8 5,630.7 15,869.5
Goodwill and Intangible Assets, Net 706.5 77.6 (77.6)(j) 3,577.2
2,870.7 (d)
Other Assets 314.8 30.0 (17.6)(f) 293.2
(34.0)(d-ii)
Fair Value of Hedged Firm Commitments 10.3 1.2 (1.2)(e) 10.3
Fair Value of Derivative Contracts 75.0 75.0
12,493.1 6,389.6 6.6 2,744.9 21,634.2

Liabilities and Shareholders' Equity
Current Liabilities
Short-term borrowings 70.0 70.0
Current portion of long-term debt 156.8 79.9 236.7
Accounts payable 304.9 55.7 360.6
Accrued liabilities 277.5 398.0 1.7 (a) 23.1 (k) 726.3
26.0 (d-ii)
Customer deposits 729.0 447.5 16.3 (a) 1,192.8
Dividends payable 61.6 61.6
Fair value of derivative contracts 10.9 31.4 42.3
Fair value of hedged firm commitments 52.6 2.4 (2.4)(e) 52.6
Total current liabilities 1,663.3 1,014.9 18.0 46.7 2,742.9

Long-Term Debt 3,083.6 2,625.9 3.6 (f) 5,713.1
Deferred Income and Other Long-
Term Liabilities 190.0 15.8 99.3 (h) 314.1
9.0 (i)
Fair Value of Derivative Contracts 19.2 3.1 22.3
Fair Value of Hedged Firm Commitments 40.4 (40.4)(e)
Shareholders' Equity 7,537.0 2,689.5 (11.4)(d-iii) 2,626.7 (m) 12,841.8
Common stock; 960 shares, 750
shares and 2,185 shares authorised;
587.0 shares, 693.1 shares and 795.2
shares issued and outstanding for
Carnival, Carnival plc and Pro forma
Carnival Corporation & plc,
respectively _
12,493.1 6,389.6 6.6 2,744.9 21,634.2

(1) Carnival plc information is as of 31 March 2003.

See accompanying notes to unaudited pro forma financial information of Carnival Corporation & plc in
accordance with U.S. GAAP.

Notes to the unaudited pro forma financial information of Carnival
Corporation & plc in accordance with U.S. GAAP

1. Basis of Presentation

The unaudited pro forma financial information has been prepared on the basis that the DLC transaction has been accounted for using the purchase method of accounting under U.S. GAAP with Carnival as the acquirer. The pro forma financial information is based upon the U.S. GAAP accounting policies of Carnival.

The historical financial information in relation to Carnival as at and for the three months ended 28 February 2003 has been derived from the financial information on Carnival that is included in Carnival's 28 February 2003 Quarterly Report on Form 10-Q.

The historical financial information in relation to Carnival plc as at and for the three months ended 31 March 2003 has been derived from the financial information on Carnival plc that is included in Carnival Corporation & plc's joint Current Report on Form 8-K, dated 19 May 2003, after making certain adjustments. The adjustments, which are set out in note 2, relate to the conversion of financial information on Carnival plc's accounting policies under UK GAAP to Carnival plc's accounting policies under U.S. GAAP.

2. Conversion of Carnival plc's Financial Information to U.S. GAAP

This note provides details of the adjustments required to convert Carnival plc's previously reported financial information as at and for the three months ended 31 March 2003 that was prepared in accordance with Carnival plc's accounting policies under UK GAAP to information in accordance with U.S. GAAP. Further details of the types of adjustments are set out in Carnival plc's financial statements for the year ended 31 December 2002 that are included in its Annual Report on Form 20-F.

(i) Profit and loss accounts

For the three months ended 31 March 2003

Carnival plc U.S. GAAP Carnival plc
UK GAAP adjustments U.S. GAAP
(U.S. dollars in millions)

Revenues 639.0 639.0
Costs and Expenses
Operating (444.1) (444.1)
Selling and administrative (103.4) (16.8) (120.2)
Depreciation and amortisation (51.5) 1.2 (50.3)
(599.0) (15.6) (614.6)

Operating Income 40.0 (15.6) 24.4
Nonoperating (Expense) Income
Net interest expense (22.3) 3.8 (18.5)
(22.3) 3.8 (18.5)

Income Before Income Taxes 17.7 (11.8) 5.9

Income Tax Expense, Net (0.4) (0.7) (1.1)
Net Income 17.3 (12.5) 4.8

Notes to the unaudited pro forma financial information of Carnival
Corporation & plc in accordance with U.S. GAAP-(Continued)

(ii) Net assets

As of 31 March 2003
Carnival plc U.S. GAAP Carnival plc
UK GAAP adjustments U.S. GAAP
(U.S. dollars in millions)
Assets
Current Assets
Cash and cash equivalents 147.9 147.9
Accounts receivable, net 118.1 118.1
Inventories 87.8 87.8
Prepaid expenses and other 217.3 (34.3) 183.0
Fair value of derivative contracts 8.9 8.9
Fair value of hedged firm commitments 29.4 29.4
Total current assets 571.1 4.0 575.1

Property and Equipment, Net 5,641.5 (10.8) 5,630.7
Goodwill and Intangible Assets, Net 131.6 (54.0) 77.6
Other Assets 32.9 (2.9) 30.0
Fair Value of Hedged Firm Commitments 1.2 1.2
Fair Value of Derivative Contracts 75.0 75.0
6,377.1 12.5 6,389.6

Liabilities and Shareholders' Equity
Current Liabilities
Current portion of long-term debt 72.9 7.0 79.9
Accounts payable 55.7 55.7
Accrued liabilities 398.0 398.0
Customer deposits 447.5 447.5
Fair value of derivative contracts 31.4 31.4
Fair value of hedged firm commitments 2.4 2.4
Total current liabilities 974.1 40.8 1,014.9

Long-Term Debt 2,589.4 36.5 2,625.9
Deferred Income and Other Long-Term Liabilities 15.8 15.8
Fair Value of Derivative Contracts 3.1 3.1
Fair Value of Hedged Firm Commitments 40.4 40.4
Shareholders' Equity 2,813.6 (124.1) 2,689.5
6,377.1 12.5 6,389.6

3. Accounting Policy Adjustments

The pro forma financial information has been prepared in accordance with the accounting policies of Carnival under U.S. GAAP, which differ in certain respects from the U.S. GAAP accounting policies of Carnival plc as noted below. Subsequent to completion of the DLC transaction, Carnival Corporation & plc has commenced a detailed review of Carnival plc's accounting policies and financial statement classifications. As a result of this detailed review, it may become necessary to make certain reclassifications to Carnival Corporation & plc's financial statements to conform the Carnival plc financial statements to the Carnival accounting polices and classifications. Although management does not expect that this detailed review will result in material changes to accounting policies or classifications, other than as noted below, no such assurance can be given at this time.

(a) Cruise revenues and expenses

Carnival plc's accounting policy is initially to record deposits received on sales of cruises as
deferred income and recognise them, together with revenues from onboard activities and all
associated direct costs of a voyage, on a pro rata basis at the time of the voyage. Carnival's
accounting policy is to recognise these items generally upon completion of voyages with durations
of ten days or less, and on a pro rata basis for voyages in excess of ten days. For the
three months ended and as of 28 February 2003 adjustments of $(0.6) million (affecting revenues
by $(0.8) million and operating expenses by $0.2 million) and $(12.5) million (the latter
affecting accounts receivable by $5.5 million, accrued liabilities by ($1.7) million and customer
deposits by ($16.3) million) have been made to conform Carnival plc's policy to Carnival's
policy.

Notes to the unaudited pro forma financial information of Carnival
Corporation & plc in accordance with U.S. GAAP-(Continued)

(b) Dry-docking

Carnival plc's accounting policy is to capitalise dry-docking costs and amortise them to
operating expense using the straight-line method through the date of the next scheduled dry-
dock, which typically is over two to three years. Carnival's dry-dock accounting policy is the
same as Carnival plc's except that the capitalised dry-dock costs are amortised to expense
generally over one year. For the three months ended and as of 28 February 2003 adjustments of
$(3.5) million and $(20.1) million have been made to conform Carnival plc's policy to
Carnival's policy.

(c) Marketing and promotion costs

Carnival plc's accounting policy under U.S. GAAP is to expense all marketing and promotion costs
as incurred. Carnival expenses all such costs as incurred except for brochures and media
production costs, which are recorded as prepaid expenses and charged to expense as the brochures
are consumed or upon the first airing of the advertisement, respectively. For the three months
ended and as of 28 February 2003 adjustments of $3.3 million and $21.2 million have been made to
conform Carnival plc's policy to Carnival's policy.

4. Business Combination Adjustments

(d) Purchase consideration and related goodwill and intangible assets are as follows:

(U.S.$m) Notes

Purchase consideration 5,304.8 (i)
Costs of acquisition 60.0 (ii)
Total purchase consideration 5,364.8
Less fair value of net assets acquired (2,494.1) (iii)
Excess of purchase consideration over net assets acquired 2,870.7 (iv)

(i) The purchase consideration is based upon the average of the quoted closing market price of
Carnival's shares beginning two days before and ending two days after 8 January 2003, the
date its DLC transaction offer announcement was agreed to by the Carnival plc board. In
addition, the number of Carnival plc shares is adjusted for the share reorganisation of 3.3289
existing Carnival plc shares for one new Carnival plc share, including Carnival plc stock
options and awards, which vested in full on completion of the DLC transaction. A Carnival
share price of $25.31 and the number of Carnival plc shares in issue of 209.6 million, after
adjusting for the share reorganisation, have been used for purposes of this pro forma
presentation.

(ii) Represents Carnival's estimated direct costs of carrying out the DLC transaction, of
which $34.0 million has been incurred by Carnival and is included in other assets. An
adjustment has been made to remove this $34.0 million from other assets as it has been
included in the purchase consideration upon completion of the DLC transaction. Of the total
$60.0 million of acquisition costs, $26.0 million had not been incurred as of 28 February
2003 and, accordingly, an adjustment has been made to increase accrued liabilities for this
amount.

(iii) Based upon preliminary estimates of the fair value of the identifiable assets acquired and
liabilities assumed given current information. Following the completion date of the DLC
transaction, adjustments will be made to these preliminary estimates to reflect their estimated
fair values as of the completion date. We have engaged an independent appraiser who has not
yet completed their valuation work, which is being performed to assist us in establishing the
fair value of Carnival plc's ships and amortisable and non-amortisable intangible assets and
liabilities. However, based on the information currently available, it is not expected that
the amount of separately identifiable amortisable intangible assets will be material to the
Carnival Corporation & plc financial statements. No assurance can be given that the
preliminary fair value estimates included in this pro forma financial information will not be
materially changed as a result of these valuations. Fair value adjustments are detailed in the
notes and the table below:

Notes to the unaudited pro forma financial information of Carnival
Corporation & plc in accordance with U.S. GAAP-(Continued)

Accounting
policy
Carnival plc adjustments Fair value Pro forma
(U.S. GAAP) (Note 3) adjustments fair value
(U.S. dollars in millions)

Carnival plc fair value of
net assets acquired

Assets
Current Assets
Cash and cash equivalents 147.9 147.9
Accounts receivable, net 118.1 5.5 (a) 123.6
Inventories 87.8 87.8
Prepaid expenses and other 183.0 (20.1)(b) (65.3) (g) 218.1
21.2 (c) 99.3 (l)
Fair value of derivative contracts 8.9 8.9
Fair value of hedged firm commitments 29.4 (29.4) (e)_______
Total current assets 575.1 6.6 4.6 586.3

Property and Equipment, Net 5,630.7 5,630.7
Goodwill and Intangible Assets, Net 77.6 (77.6) (j)
Other Assets 30.0 (17.6) (f) 12.4
Fair Value of Hedge Firm Commitments 1.2 (1.2) (e)
Fair Value of Derivative Contracts 75.0 75.0
6,389.6 6.6 (91.8) 6,304.4

Liabilities and Shareholders' Equity
Current Liabilities
Current portion of long-term debt 79.9 79.9
Accounts payable 55.7 55.7
Accrued liabilities 398.0 1.7 (a) 23.1 (k) 422.8
Customer deposits 447.5 16.3 (a) 463.8
Fair value of derivative contracts 31.4 31.4
Fair value of hedged firm commitments 2.4 (2.4)(e) _
Total current liabilities 1,014.9 18.0 20.7 1,053.6

Long-Term Debt 2,625.9 3.6 (f) 2,629.5
Other Long-Term Liabilities 15.8 99.3 (h) 124.1
9.0 (i)
Fair Value of Derivative Contracts 3.1 3.1
Fair Value of Hedged Firm Commitments 40.4 (40.4)(e)
Shareholders' Equity 2,689.5 (11.4)* (184.0)** 2,494.1
6,389.6 6.6 (91.8) 6,304.4

(*) Represents the net shareholders' equity decrease due to accounting policy adjustments.
(**) Represents the net shareholders' equity decrease due to fair value adjustments.

(iv) The excess of purchase consideration over net assets acquired is primarily estimated to include the value attributed to Carnival plc's trademarks, brand names and goodwill. Management believes that these trademarks and brand names have indefinite lives and, accordingly, based on SFAS No. 142, "Goodwill and Other Intangible Assets", no adjustment for pro forma amortisation is required. It is not possible at this time to reasonably estimate the separate amounts attributable to identifiable intangible assets or goodwill since the measurement of these assets requires the expertise of an independent appraiser who has not yet completed their valuation work. Accordingly, the entire amount of the excess of the purchase consideration has currently been allocated to goodwill, but is expected to be allocated between goodwill and other identifiable intangible assets such as brand names and trademarks, subsequent to the completion of the DLC transaction based primarily on the appraiser's valuation. However, since it is expected that the material intangibles that will be identified and valued will have indefinite lives, no material impact on the pro forma statement of operations is expected as a result of this presentation on the Carnival Corporation & plc balance sheet, as neither goodwill nor these indefinite lived intangibles are allowed to be amortised.

Notes to the unaudited pro forma financial information of Carnival
Corporation & plc in accordance with U.S. GAAP-(Continued)

(e) A net adjustment of $(12.2) million has been made against the fair value of hedged firm
commitments. These adjustments relate to contractual commitments for ships which were ordered,
and hedged, at a time when the euro exchange rate was different, and hence, these contracts
could be replaced today at a euro price that would convert to a different U.S. dollar cost at
current exchange rates.

Otherwise, the book value, including prepaid dry-dock costs, and fair value of ships in use
and under construction are preliminarily estimated to be the same in all material respects.
However, we are having an independent appraisal performed of all the Carnival plc cruise ships,
so it is possible that the fair value of some of Carnival plc's cruise ships could be less than
or greater than their carrying value.

(f) An adjustment of $3.6 million has been made to the book value of Carnival plc long-term debt
to reflect current interest rates, giving effect to a change in credit ratings. The fair
value of this debt is based upon quoted market prices or the discounted present value of future
amounts payable on the debt. The fair value adjustment is amortised over the remaining term of
the debt as applicable, which results in a pro forma increase of $0.2 million in interest
expense for the three months ended 31 March 2003. In addition, an adjustment has been made to
write-off the book value of Carnival plc's historical deferred financing costs of $17.6
million related to its existing borrowings as such costs have been considered in determining
the fair value of Carnival plc's debt.

(g) An adjustment of $65.3 million has been made to the book value of other tax assets to
reflect recoverable value to Carnival Corporation & plc and to reverse $0.7 million of Carnival
plc's tax expense.

(h) An adjustment of $99.3 million has been made to record the estimated fair value of Carnival plc's
pension plan liabilities. Of this adjustment, $85.0 million relates to the Merchant Navy
Officers Pension Fund and is calculated based upon, among other things, Carnival plc's current
share of total employer contributions. The remaining $14.3 million relates to the estimated
excess of the Carnival plc Cruises Pension Plan's projected benefit obligations over the fair
value of this plan's assets.

(i) An adjustment of $9.0 million has been made to record the fair value of the Carnival plc
export financing commitments related to new ship construction.

(j) An adjustment of $77.6 million has been made to eliminate Carnival plc's historical goodwill
related to prior business acquisitions.

(k) Carnival plc expects to incur and expense approximately $146.3 million of costs related to
its terminated Royal Caribbean transaction and the completion of the DLC transaction with
Carnival, including costs incurred to register Carnival plc ordinary shares with the U.S.
Securities and Exchange Commission. Under U.S. GAAP, $117.0 million was expensed prior to
1 January 2003 and $6.2 million was expensed in the three months ended 31 March 2003. An
adjustment has been made to reverse this $6.2 million in the pro forma statement of operations
for the three months ended 31 March 2003 since Carnival and Carnival plc believe that the Royal
Caribbean and Carnival costs are non recurring charges directly attributable in all material
respects to the DLC transaction. Of the total $146.3 million of Carnival plc's costs, $23.1
million has not been incurred as of 31 March 2003 and an adjustment has been made to increase
accrued liabilities for this amount.

(l) An adjustment of $99.3 million has been made to record the fair value of Carnival plc's
contractual commitments to receive probable and estimable liquidated damages and/or business
interruption insurance proceeds related to the delayed deliveries of the Diamond Princess and
the Island Princess. The Diamond Princess was initially scheduled for delivery in May 2003, but
has been delayed as a result of a fire in October 2002. The Island Princess was also initially
scheduled for delivery in May 2003, but was delayed by the shipyard in January 2003 and is
currently expected to be delivered in June 2003.

Notes to the unaudited pro forma financial information of Carnival
Corporation & plc in accordance with U.S. GAAP-(Continued)

(m) The shareholders' equity adjustment of $2,626.7 million represents the net equity increase due
to the application of business combination adjustments as detailed below:

US$m Notes

Excess of purchase consideration over net assets acquired 2,870.7 4(d)
Reduction in Carnival plc shareholders' funds for fair
value adjustments (184.0) 4(d-iii)
Costs of acquisition (60.0) 4(d-ii)
Shareholders' equity adjustment 2,626.7

(n) The pro forma weighted average number of shares has been calculated as if the DLC transaction
had occurred on 1 December 2001 and after adjusting for the Carnival plc share reorganisation
of 3.3289 existing Carnival plc shares for one new Carnival plc share.

Based upon the weighted average number of shares outstanding of 697.3 million (697.3
million diluted), or 209.5 million (209.5 million diluted) after the Carnival plc share
reorganisation, for Carnival plc and 586.9 million (587.8 million diluted) for Carnival for the
three months ended 31 March 2003 and 28 February 2003, respectively, the pro forma weighted
average number of shares for Carnival Corporation & plc is calculated as 796.4 million (797.3
million diluted).

The pro forma earnings per share amounts have been calculated using the pro forma weighted
average number of shares, calculated as described above, and the pro forma earnings for Carnival
Corporation & plc.

(o) Certain restructuring and integration expenses are expected to be recorded subsequent to
completion of the DLC transaction. The amount of these charges has not yet been determined,
although they have been preliminarily estimated to be approximately $30 million, as they will
be the subject of a detailed plan of restructuring and integration to be completed subsequent to
the completion of the DLC transaction. A portion of these charges may subsequently be determined
to be part of the purchase consideration. These charges are not reflected in the unaudited pro
forma financial information because they are not expected to have a continuing impact on the
results.