Filing under Rule 425 under
the Securities Act of 1933
and deemed filed under Rules 14d-2 and 14a-12
of the Securities Exchange Act of 1934
Filing by: Carnival Corporation
Subject Company: P&O Princess Cruises plc.
SEC File No. of Princess: 001-15136
================================================================================
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CARNIVAL
CORPORATION
SALOMON SMITH BARNEY
LEISURE CONFERENCE
FEBRUARY 19, 2003
================================================================================
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================================================================================
THE NEW CARNIVAL CORPORAITON ...
A POWERFUL GLOBAL LEISURE COMPANY
================================================================================
THE NEW CARNIVAL CORPORATION
================================================================================
o Combination of Carnival/P&O Princess creates global leisure powerhouse
o Largest cruise company in North America, UK & Europe
o Strongest brand awareness in North America, UK & Europe
o Targeted capacity additions spread over eight brands to drive earnings
growth
o Strong operating cash flow and balance sheet to fund growth initiative
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2
THE NEW CARNIVAL CORPORATION
================================================================================
STRATEGIC RATIONALE
-------------------
o Creates the leading global cruise vacation company in the fastest
growing area of the vacation market
o Accelerates CCL's expansion outside of North America with highly-
complementary, well-recognized brands
o Allows access to two of the world's largest equity markets and
expected to be the only company in both the FTSE 100 and S&P 500
o All stock, no cash transaction - preserves strong balance sheet and
credit rating
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3
THE NEW CARNIVAL CORPORATION
================================================================================
A GLOBAL, DIVERSIFIED LEISURE COMPANY
NEW CARNIVAL
CCL POC CORPORATION
--- --- -----------
Revenue ($m) (1) $4,368 $2,613 $6,981
EBITDA ($m) (1) $1,424 $ 586 $2,010
Passengers carried (m) (1) 3.6 1.1 4.7
Fleet Size (ships) (2) 45 20 65
Ships on Order 13 5 18
Berths (000s) (2) 67.3 32.7 100.0
Berths on Order (000s) 30.6 11.7 42.3
Source: Company accounts and filings
(1) Fiscal year 2002
(2) For POC fleet size and berths it includes the former Renaissance vessels,
R3 and R4, acquired in August 2002, excludes the Victoria and Pacific
Princess (announced withdrawals) and river boats
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4
THE NEW CARNIVAL CORPORATION
================================================================================
KEY TERMS OF DLC PROPOSAL
STRUCTURE o Dual listed company structure and Partial Share Exchange
offer
o Carnival 74%
PARTIAL SHARE
OFFER o P&O Princess 26%
o Based on a share exchange ratio of 1 POC Ordinary
Share = 0.3004 CCL shares
PARTIAL SHARE o DLC Structure includes a Partial Share offer by which
OFFER POC shareholders can exchange POC Shares for CCL
shares (maximum of 20% of POC's issued share capital)
TIMETABLE o Closing estimated in April
Contingent upon CCL & POC Shareholder votes
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5
THE NEW CARNIVAL CORPORATION
================================================================================
P&O PRINCESS CARNIVAL
SHAREHOLDERS SHAREHOLDERS
- ------------ ------------
P&O Princess Carnival
Shares Shares (2)
<-----------> EQUALISATION AND <----------->
GOVERNANCE AGREEMENT
P&O PRINCESS CARNIVAL
- ------------ --------
CROSS SHAREHOLDING (1)
<-----------------------------------
P&O PRINCESS CARNIVAL
ASSETS ASSETS
------ ------
(1) Represents CCL holding in POC arm of DLC of up to 20%, dependent on take
up of Partial Share Offer
(2) Does not reflect Shareholder voting mechanism
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6
THE NEW CARNIVAL CORPORATION
================================================================================
DLC STRUCTURAL BENEFITS
-----------------------
o Economic interests of CCL and POC are aligned - will be managed as a
single economic enterprise
o CCL will be the 120th largest company in the S&P 500 with a market
capitalization of $13.6 billion (1)
o POC will be the 63rd largest company in the FTSE 100 with a market
capitalization of (pounds) 2.7 billion (1)
o All stock, no cash transaction - preserves strong balance sheet and
credit rating
o Avoids Carnival stock flowback issues
(1) Source: Bloomberg. Based on the market capitalization as of 14 February
2003
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7
THE NEW CARNIVAL CORPORATION
================================================================================
BOARD AND MANAGEMENT
--------------------
o CCL and POC to have identical boards
> Representatives from both CCL and POC will join new boards
> Boards structured to meet UK and new US requirements for
independent board members
o Identical management team for both sides of DLC
o CCL and POC senior management expected to continue
> Peter Ratcliffe to continue to manage POC's operations
o Corporate headquarters for group to be in Miami
> Small corporate office in the UK
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THE NEW CARNIVAL CORPORATION
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SIMPLIFIED REPORTING
--------------------
o DLC to report in both US and UK denominated in US$ for combined
business
o DLC to report in US GAAP
o One combined annual report will comply with UKLA listing rules and US
disclosure requirements
o One POC Share to equal one CCL share
o One common divident
o POC to change financial year end to 30 November
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9
THE NEW CARNIVAL CORPORATION
================================================================================
ENHANCED GLOBAL DIVERSIFICATION
-------------------------------
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CCL BERTH DAYS TODAY CCL/POC BERTH DAYS IN 2005 (1)
-------------------- ------------------------------
Germany 1% Australia 1%
United Kingdom 2% Germany 6%
Southern Europe 15% United Kingdom 10%
North America 82% Southern Europe 13%
North America 70%
Source: POC Company websites
(1) Based on anticipated CCL/POC available berth days. 50% of Cunard berths
allocated to the UK, includes riverboats
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10
THE NEW CARNIVAL CORPORATION
================================================================================
STATE-OF-THE-ART COMBINED FLEET
-------------------------------
o Combination of modern fleets
> Addition of POC fleet with average age of 6.0 years reduces average
from 8.3 to 7.5 years
o Introduction of new state-of-the-art ships
> Increased ratio of balcony cabins on a new ships maximizes yields
> Combined, the CCL/POC fleet has approximately 28% balcony cabins
(1)
o Greater number of berths per ship maximizes operating efficiencies
> Average of 1,505 berths per ship by end of November 2002 expected
to increase to 1,683 by 2005 (2)
(1) Company estimates
(2) Excludes POC River Boats
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THE NEW CARNIVAL CORPORATION
================================================================================
DELIVERABLE SYNERGIES
---------------------
o CCL estimates synergies of at least $100 million on an annual basis
commencing in first full financial year (2004) following transaction
o Savings realized principally through the application of best practices,
particularly
> Procurement
> Contractual savings
> Rationalization of certain operations
> Technology
> Elimination of redundant costs
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THE NEW CARNIVAL CORPORATION
================================================================================
STRONG BALANCE SHEET TO DRIVE FUTURE GROWTH
-------------------------------------------
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RATING (1)
A2
CCL today
---------
A3
Baa1 POC pre-20 Nov
--------------
Baa2
Baa3 POC today
Investment Grade ---------
------------------------------------------------------------
Non-Investment Grade
Ba1
Ba2
CCL (2) POC (2)
------- -------
Net Debt / EBITDA (LTM) 1.7x 4.2x
----------------------------------------------------------------
Net Debt / Net Book Cap 25.2% 46.8%
----------------------------------------------------------------
Debt Ratings (S&P/Moody's) A/A2 BBB/Baa3
----------------------------------------------------------------
Liquidity ($m) (3) $2,201 $1,802
----------------------------------------------------------------
(1) Credit ratings as per Moody's Investors Service
(2) As of November 2002 for CCL and December 2002 for POC
(3) Liquidity calculated as cash plus committed undrawn facilities
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13
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================================================================================
MARKET STRATEGY
================================================================================
THE NEW CARNIVAL CORPORATION
================================================================================
FOUR PRIMARY CRUISE REGIONS
---------------------------
o North America, U.K., Germany and Southern Europe account for 85% of
global cruise passengers
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CRUISE PASSENGERS
IN MILLIONS
-----------
NORTH AMERICA 6.9
U.K. 0.8
SOUTHERN EUROPE 0.7
GERMANY 0.4
Source: GP Wild data for 2001
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THE NEW CARNIVAL CORPORATION
================================================================================
WIDE PORTFOLIO OF HIGHLY COMPLEMENTARY BRANDS
---------------------------------------------
o POC's brands complement CCL's - by geography & product offering
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NORTH AMERICA UNITED KINGDOM GERMANY
- ------------- -------------- -------
Carnival Cruise Lines P&O Cruises AIDA Cruises
Princess Cunard Arosa
Holland America Ocean Village S. EUROPE
---------
Windstar Cruises Swan Hellenic
Costa
Seabourn
AUSTRALIA
---------
P&O Cruises
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THE NEW CARNIVAL CORPORATION
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HIGH BRAND AWARENESS
--------------------
o New Carnival brands enjoy the highest levels of unaided brand
awareness among North American and UK cruise operators ...
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NORTH AMERICA (1) UNITED KINGDOM (2)
----------------- ------------------
Carnival 52% P&O Cruises 63%
Princess 38% Cunard 29%
RCI 23% Thomson 20%
NCL 21% Airtours 20%
HAL 15% Fred Olsen 19%
(1) Source: TRD Frameworks
(2) Source: P&O Princess Cruises plc shareholder circular dated February 5, 2002
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THE NEW CARNIVAL CORPORATION
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HIGH BRAND AWARENESS (CONT'D)
-----------------------------
o ... as well as among German and Italian cruise operators
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GERMANY (1) ITALY (2)
----------- ---------
Aida 15.0% Costa 21.9%
Deutschland 11.0% Festival 0.4%
Europa 10.0% Carnival 0.3%
Berlin 10.0% MSC 0.2%
Astor 5.0%
(1) Source: P&O Princess Cruises plc shareholder circular dated February 5,
2002
(2) Source: Company data. Represents survey of tour operators
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INDUSTRY OUTLOOK -
POSITIVE FUNDAMENTALS
================================================================================
CRUISING CONTINUES ITS STRONG GROWTH IN NORTH AMERICA
================================================================================
GROWTH IN NORTH AMERICAN LEISURE VS. CRUISE TRAVEL
(1997 - 2001)
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LEISURE TRAVEL GROWTH 1.8%
CRUISE TRAVEL GROWTH 8.3%
Source: GP Wild & TIA
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20
....AND IS SUPPORTED BY FAVORABLE DEMOGRAPHICS
================================================================================
GROWTH OF NORTH AMERICAN POPULATION
2002 NORTH AMERICAN CRUISE BETWEEN AGE 45 AND 69
PASSENGER DEMOGRAPHICS (1) (MILLIONS) (2)
- -------------------------- -----------------------------------
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72% of Cruise Market are age 40+ 2000 72mm
Age 25-40 28% 2010 94mm
Age 40-59 42% 31% Growth
Age 60+ 30%
(1) Source: GP Wild
(2) Source: The World Bank
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21
CRUISE VACATIONERS HAVE HIGHEST LEVEL OF SATISFACTION
================================================================================
SATISFACTION WITH VACATIONS TAKEN IN PAST 5 YEARS:
PERCENT "EXTREMELY SATISFIED" (1)
---------------------------------
CRUISE 34%
----------------------------------------------------------
VACATION HOUSE RENTAL 30%
----------------------------------------------------------
VISIT TO FRIENDS/RELATIVES 29%
----------------------------------------------------------
PACKAGE TOUR 25%
----------------------------------------------------------
RESORT VACATION 24%
----------------------------------------------------------
LAND-BASED ESCORTED TOUR 24%
----------------------------------------------------------
TRIP USING INDIVIDUAL RESERVATIONS 23%
----------------------------------------------------------
VACATION AS PART OF A BUSINESS 19%
----------------------------------------------------------
(1) Source: CLIA
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CRUISING GROWTH IN EUROPE
================================================================================
CRUISING IS GROWING FASTER AS A VACATION ALTERNATIVE IN EUROPE
THAN IT IS IN NORTH AMERICA
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1997 PASSENGERS 2001 PASSENGERS CAGR
--------------- --------------- ----
(000s) (000s) (%)
UK 518 769 10.3%
GERMANY 284 392 8.5%
FRANCE, ITALY &
SPAIN 205 709 15.0%
(1) Source: GP Wild
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23
EUROPEAN CRUISE PENETRATION
================================================================================
EUROPE UNDER-PENETRATED RELATIVE TO THE US
------------------------------------------
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CRUISE PASSENGERS AS % OF VACATIONERS
-------------------------------------
UK 1.5%
GERMANY 0.5%
FRANCE, ITALY & SPAIN 1.6%
US 3.0%
Source: PSA (for number of cruise passengers in 2001), Euromonitor (for number
of outbound vacationers in 2001) and Company for US penetration
percentage.
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24
MORE ATTRACTIVE LIFESTYLE TRENDS IN EUROPE
================================================================================
AVERAGE DAYS SPENT ON VACATION
------------------------------
[GRAPHIC OMITTED]
DAYS
----
U.S. 13
U.K. 28
GERMANY 35
SOUTHERN EUROPE 40
Source: WTO
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25
NEW CARNIVAL'S ORGANIC GROWTH WILL BE
PRIMARY DRIVER OF EARNINGS
================================================================================
PROJECTED NEW CARNIVAL AND INDUSTRY CAPACITY GROWTH
(AVAILABLE BERTH DAYS) (1)
--------------------------
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2003 2004 2005 2006
---- ---- ---- ----
North America 10.3% 12.7% 7.0% 3.6%
UK/Europe 7.9% 5.8% 2.7% 0.1%
Industry Average 9.8% 10.5% 3.6% --
Source: Company estimates
(1) Note: Represents anticipated available berth days year-over-year growth
for CCL & POC combined
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26
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================================================================================
CRUISING - A RESILIENT INDUSTRY
================================================================================
REVIEW OF BUSINESS TRENDS IN 2002
================================================================================
o Events of 9/11/01 negatively impacted operating results
> During two months following 9/11/01, booking levels were
significantly down
> Similar experience to other operators in the vacation industry
o Recovery following initial downturn better than expected
> Booking levels strengthened significantly
> Pricing improved
> Results were better than expected by management
- EPS growth of 9.5% in 2002
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28
2003 BOOKINGS UPDATE (1)
================================================================================
o Early bookings for 2003 were up compared to prior year
o Bookings have slowed since mid November
> Tough comparisons with post 9/11
> Adverse media attention
> Economy, geopolitical events
> Security alerts issued by various national governments
o Booking trend very close-in
o First quarter net yields expected to be flat
o Second quarter net yields may be down
(1) 2003 bookings data as of February 14, 2003
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29
CARNIVAL HAS PROVED RESILIENT IN DIFFICULT ENVIRONMENTS
================================================================================
o In 1991 during the Gulf War, CCL net yields were down 3.3% and Carnival
grew its earnings 8%
o 2002 Improvement in CCL Net Yields:
[GRAPHIC OMITTED]
NET YIELD CHANGE (%)
--------------------
Q1 (7.5)
Q2 (5.3)
Q3 (0.8)
Q4 2.6
o Even in a very tough 2002, operating cashflow grew to $1.5 billion
($230 million more than previous best year)
o We believe CCL is likely to outperform other travel/leisure companies
in difficult environments
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30
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================================================================================
ATTRACTIVE VALUE OPPORTUNITY
================================================================================
CARNIVAL - ATTRACTIVE RELATIVE VALUATION
================================================================================
CCL IS CURRENTLY TRADING AT A SIGNIFICANT DISCOUNT TO HISTORICAL AVERAGE
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1991-2002 AVERAGE (1) 2002 P/E (1) DISCOUNT %
--------------------- ------------ ----------
S&P 500 24.3x 28.1x 23.5%
CCL 18.6x 13.2x 53.0%
Source: Company filings/Datastream. Based on closing prices as of February 11,
2003
(1) Represents trailling multiples
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32
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================================================================================
CONCLUSION
================================================================================
THE NEW CARNIVAL CORPORATION
================================================================================
o Combination of Carnival/P&O Princess creates global leisure powerhouse
o Largest cruise company in North America, UK & Europe
o Strongest brand awareness in North America, UK & Europe
o Targeted capacity additions spread over eight brands to drive earnings
growth
o Strong operating cash flow and balance sheet to fund growth initiative
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34
FORWARD LOOKING STATEMENTS AND RESPONSIBILITY
================================================================================
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
CERTAIN STATEMENTS IN THIS PRESENTATION CONSTITUTE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF THE US PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
CARNIVAL CORPORATION ("CCL") HAS TRIED, WHEREVER POSSIBLE, TO IDENTIFY SUCH
STATEMENTS BY USING WORDS SUCH AS "ANTICIPATE," "ASSUME", "BELIEVE," "EXPECT,"
"FORECAST," "FUTURE," "INTEND," "PLAN" AND WORDS AND TERMS OF SIMILAR SUBSTANCE
IN CONNECTION WITH ANY DISCUSSION OF FUTURE OPERATING OR FINANCIAL PERFORMANCE.
THESE FORWARD-LOOKING STATEMENTS, INCLUDING THOSE WHICH MAY IMPACT THE
FORECASTING OF CCL'S NET REVENUE YIELDS, BOOKING LEVELS, PRICING, OCCUPANCY OR
BUSINESS PROSPECTS, INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS, WHICH MAY CAUSE CCL'S ACTUAL RESULTS, PERFORMANCES OR ACHIEVEMENTS 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: REGULATORY AND SHAREHOLDER APPROVALS OF THE DLC
TRANSACTION; ACHIEVEMENT OF EXPECTED BENEFITS FROM THE DLC TRANSACTION; RISKS
ASSOCIATED WITH THE COMBINATION OF CCL'S AND POC'S BUSINESSES BY MEANS OF THE
DLC STRUCTURE; LIQUIDITY AND INDEX INCLUSION AS A RESULT OF THE IMPLEMENTATION
OF THE DLC STRUCTURE, INCLUDING A POSSIBLE MANDATORY EXCHANGE; 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 THE CRUISE BRANDS OF CCL, POC AND THE
COMBINED GROUP; CONDITIONS IN THE CRUISE AND LAND-BASED VACATION INDUSTRIES,
INCLUDING COMPETITION FROM OTHER CRUISE SHIP OPERATORS AND OTHER VACATION
ALTERNATIVES AND INCREASES IN CAPACITY OFFERED BY CRUISE SHIP AND LAND-BASED
VACATION ALTERNATIVE CAPACITIES; THE IMPACT OF OPERATING INTERNATIONALLY; THE
INTERNATIONAL POLITICAL AND ECONOMIC CLIMATE, ARMED CONFLICT, TERRORIST ATTACKS
AND OTHER WORLD EVENTS AND NEGATIVE MEDIA PUBLICITY AND THEIR IMPACT ON THE
DEMAND FOR CRUISES; ACCIDENTS AND OTHER INCIDENTS AT SEA AFFECTING THE HEALTH,
SAFETY AND SECURITY OF PASSENGERS; THE ABILITY OF CCL, POC AND THE COMBINED
GROUP TO IMPLEMENT THEIR SHIPBUILDING PROGRAMS AND BRAND STRATEGIES AND TO
CONTINUE TO EXPAND THEIR BUSINESSES WORLDWIDE; THE ABILITY OF CCL, POC AND THE
COMBINED GROUP TO ATTRACT AND RETAIN SHIPBOARD CREW; THE ABILITY TO OBTAIN
FINANCING ON TERMS THAT ARE FAVORABLE OR CONSISTENT WITH CCL'S, POC'S AND THE
COMBINED GROUP'S EXPECTATIONS; THE IMPACT OF CHANGES IN OPERATING AND FINANCING
COSTS, INCLUDING CHANGES IN FOREIGN CURRENCY AND INTEREST RATES AND SECURITY,
FUEL, FOOD AND INSURANCE COSTS; CHANGES IN THE TAX, ENVIRONMENTAL AND OTHER
REGULATORY REGIMES UNDER WHICH EACH COMPANY OPERATES; AND THE ABILITY OF A SMALL
GROUP OF SHAREHOLDERS TO EFFECTIVELY CONTROL THE OUTCOME OF SHAREHOLDER VOTING.
THESE RISKS MAY NOT BE EXHAUSTIVE. CCL OPERATES IN A CONTINUALLY CHANGING
BUSINESS ENVIRONMENT, AND NEW RISKS EMERGE FROM TIME TO TIME. CCL CANNOT PREDICT
SUCH RISKS NOR CAN IT ASSESS THE IMPACT, IF ANY, OF SUCH RISKS ON ITS BUSINESS
OR THE EXTENT TO WHICH ANY RISK, OR COMBINATION OF RISKS MAY CAUSE ACTUAL
RESULTS TO DIFFER FROM THOSE PROJECTED IN ANY FORWARD-LOOKING STATEMENTS.
ACCORDINGLY, FORWARD-LOOKING STATEMENTS SHOULD NOT BE RELIED UPON AS A
PREDICTION OF ACTUAL RESULTS. CCL UNDERTAKES NO OBLIGATION PUBLICLY TO UPDATE OR
REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS OR OTHERWISE.
CCL HAS FILED WITH THE US SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH
ITS DUAL LISTED COMPANY PROPOSAL (WHICH INCLUDES A PARTIAL SHARE OFFER TO POC
SHAREHOLDERS) A REGISTRATION STATEMENT ON FORM S-4/PROXY STATEMENT ON SCHEDULE
14A, AS WELL AS A REGISTRATION STATEMENT ON FORM S-4/STATEMENT ON SCHEDULE TO.
BOTH REGISTRATION STATEMENTS CONTAIN A PROSPECTUS AND OTHER DOCUMENTS RELATING
TO THE DUAL LISTED COMPANY PROPOSAL. CCL PLANS TO MAIL TO SHAREHOLDERS OF POC
THE PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT/SCHEDULE TO AFTER IT HAS
BEEN DECLARED EFFECTIVE BY THE SEC. CARNIVAL PLANS TO MAIL THE PROXY STATEMENT
AND THE PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT/PROXY STATEMENT TO
ITS SHAREHOLDERS AT OR ABOUT THE SAME TIME. THESE REGISTRATION STATEMENTS, THE
PROSPECTUSES, THE PROXY STATEMENT AND THE SCHEDULE TO WILL CONTAIN IMPORTANT
INFORMATION ABOUT CARNIVAL, POC , THE DUAL LISTED COMPANY PROPOSAL AND RELATED
MATTERS. SHAREHOLDERS SHOULD READ THE REGISTRATION STATEMENTS, THE PROSPECTUSES,
THE PROXY STATEMENT, THE SCHEDULE TO AND OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE DUAL LISTED COMPANY PROPOSAL CAREFULLY BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE PROPOSAL. THE REGISTRATION STATEMENTS, THE
PROSPECTUSES, THE PROXY STATEMENT, THE SCHEDULE TO AND ALL OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE DUAL LISTED COMPANY PROPOSAL AND PRIOR
PRECONDITIONAL OFFER WILL BE AVAILABLE WHEN FILED FREE OF CHARGE AT THE SEC'S
WEB SITE, AT WWW.SEC.GOV. IN ADDITION, THESE DOCUMENTS WILL BE MADE AVAILABLE TO
SHAREHOLDERS FREE OF CHARGE BY WRITING TO TIM GALLAGHER AT CARNIVAL CORPORATION,
CARNIVAL PLACE, 3655 N.W. 87 AVENUE, MIAMI, FLORIDA, 33178-2428.
IN ADDITION TO THE REGISTRATION STATEMENTS, THE PROSPECTUSES, THE PROXY
STATEMENT, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE DUAL LISTED COMPANY PROPOSAL, CARNIVAL IS OBLIGATED TO FILE
ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS AND OTHER INFORMATION
WITH THE SEC. PERSONS MAY READ AND COPY ANY REPORTS, STATEMENTS AND OTHER
INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC REFERENCE ROOM AT 450 FIFTH
STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL THE SEC AT 1-800-732-0330 FOR
FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM. FILINGS WITH THE SEC ALSO ARE
AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND THROUGH
THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
THE IDENTITIES OF THE PARTICIPANTS IN THE SOLICATION OF CCL SHAREHOLDERS FOR
PURPOSES OF RULE 14A-12(A)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND
THEIR INTERESTS IN THE OFFER AND TRANSACTIONS RELATED TO IT ARE SET FORTH IN
APPENDIX V TO CCL'S FILING UNDER RULE 425, DATED JANUARY 8, 2003.
TERMS USED IN THIS PRESENTATION HAVE THE SAME MEANING AS IN THE ANNOUNCEMENT
DATED JANUARY 8, 2003.
THE DIRECTORS OF CCL ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS
PRESENTATION. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE DIRECTORS OF CCL
(WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE SUCH IS THE CASE), THE INFORMATION
CONTAINED HEREIN FOR WHICH THEY ACCEPT RESPONSIBILITY IS IN ACCORDANCE WITH THE
FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH
INFORMATION.
MERRILL LYNCH INTERNATIONAL AND UBS WARBURG LTD., A SUBSIDIARY OF UBS AG, ARE
ACTING AS JOINT FINANCIAL ADVISORS AND JOINT CORPORATE BROKERS EXCLUSIVELY TO
CCL AND NO-ONE ELSE IN CONNECTION WITH THE DLC TRANSACTION AND WILL NOT BE
RESPONSIBLE TO ANYONE OTHER THAN CCL FOR PROVIDING THE PROTECTIONS AFFORDED TO
CLIENTS RESPECTIVELY OF MERRILL LYNCH INTERNATIONAL AND UBS WARBURG LTD. AS THE
CASE MAY BE OR FOR PROVIDING ADVICE IN RELATION TO DLC TRANSACTION.
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35
[GRAPHIC OMITTED - LOGO CARNIVAL CORPORATION]
================================================================================
CARNIVAL
CORPORATION
SALOMON SMITH BARNEY
LEISURE CONFERENCE
FEBRUARY 19, 2003
================================================================================