-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KYkl2XYH6vAsTxA3BIVjAZC6ejy4GP8RnYx+jlXUfDoqH4uoU4s73/WaQF7WXP8q fzXHNQWrswIWdN9Oh9bvuw== 0001193125-08-245779.txt : 20081201 0001193125-08-245779.hdr.sgml : 20081201 20081201155958 ACCESSION NUMBER: 0001193125-08-245779 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20081201 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081201 DATE AS OF CHANGE: 20081201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL PLC CENTRAL INDEX KEY: 0001125259 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15136 FILM NUMBER: 081222363 BUSINESS ADDRESS: STREET 1: 5 GAINSFORD ST STREET 2: CARNIVAL HOUSE CITY: LONDON WC1A 1PP ENGL STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: 77 NEW OXFORD ST CITY: LONDON STATE: X0 FORMER COMPANY: FORMER CONFORMED NAME: P&O PRINCESS CRUISES PLC DATE OF NAME CHANGE: 20000929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL CORP CENTRAL INDEX KEY: 0000815097 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 591562976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09610 FILM NUMBER: 081222362 BUSINESS ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178-2428 BUSINESS PHONE: 3055992600 MAIL ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: CARNIVAL CRUISE LINES INC DATE OF NAME CHANGE: 19920703 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 1, 2008

LOGO

 

Carnival Corporation

    

Carnival plc

(Exact name of registrant

as specified in its charter)

    

(Exact name of registrant

as specified in its charter)

Republic of Panama

    

England and Wales

(State or other jurisdiction of incorporation)      (State or other jurisdiction of incorporation)

1-9610

    

1-15136

(Commission File Number)      (Commission File Number)

59-1562976

    

98-0357772

(I.R.S. Employer Identification No.)      (I.R.S. Employer Identification No.)

3655 N.W. 87th Avenue

Miami, Florida 33178-2428

    

Carnival House, 5 Gainsford Street,

London SE1 2NE, United Kingdom

(Address of principal executive offices)      (Address of principal executive offices)
(Zip Code)      (Zip Code)

(305) 599-2600

    

011 44 20 7940 5381

(Registrant’s telephone number,

including area code)

    

(Registrant’s telephone number,

including area code)

None

    

None

(Former name or former address,

if changed since last report.)

    

(Former name or former address,

if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01. Other Events

Carnival Corporation & plc is submitting its financial statements for the quarter ended August 31, 2008 as part of the Securities and Exchange Commission’s (the “SEC”) eXtensible Business Reporting Language (“XBRL”) Voluntary Filing Program. XBRL is an emerging XML-based standard to define and exchange business reports and financial statements. The XBRL-tagged data submitted is furnished on an unaudited basis for the purpose of testing the related format and technology.

Attached as Exhibit 100 to this joint Current Report on Form 8-K are the financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2008, as filed with the SEC on September 26, 2008, formatted in XBRL, as follows:

 

(i) the Consolidated Statements of Operations for the three and nine months ended August 31, 2008 and 2007;
(ii) the Consolidated Balance Sheets at August 31, 2008 and 2007, and November 30, 2007;
(iii) the Consolidated Statements of Cash Flows for the nine months ended August 31, 2008 and 2007; and
(iv) the notes to the consolidated financial statements, tagged as blocks of text.

Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial and other information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of Carnival Corporation & plc. The purpose of submitting these XBRL-formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the documents and not rely on the information in this joint Current Report on Form

8-K, including Exhibit 100, in making any investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this joint Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

The following exhibit is furnished herewith:

 

Exhibit
Number

  

Exhibit Description

100   

The financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2008, as filed with the SEC on September 26, 2008 formatted in XBRL, as follows:

 

(i)     the Consolidated Statements of Operations for the three and nine months ended August 31, 2008 and 2007;

(ii)    the Consolidated Balance Sheets at August 31, 2008 and 2007, and November 30, 2007;

(iii)  the Consolidated Statements of Cash Flows for the nine months ended August 31, 2008 and 2007; and

(iv)   the notes to the consolidated financial statements, tagged as blocks of text.


SIGNATURES

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

 

 

CARNIVAL CORPORATION

   CARNIVAL PLC
  
  

By:    /s/ Larry Freedman

   By:    /s/ Larry Freedman

Name: Larry Freedman

   Name: Larry Freedman

Title: Chief Accounting

   Title: Chief Accounting

Officer and Vice President-

   Officer and Vice President-

Controller

  

Controller

  
  

Date: December 1, 2008

   Date: December 1, 2008


EXHIBIT INDEX

 

Exhibit Number

  

Description

Exhibit 100.INS    XBRL Instance Document
Exhibit 100.SCH    XBRL Taxonomy Extension Schema Document
Exhibit 100.CAL    XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 100.LAB    XBRL Taxonomy Extension Label Linkbase Document
Exhibit 100.PRE    XBRL Taxonomy Extension Presentation Linkbase Document
EX-100.INS 2 ccl-20080831.xml XBRL INSTANCE DOCUMENT 35278000000 0 354000000 6000000 666000000 2917000000 505000000 7666000000 1224000000 2053000000 232000000 3500000000 1359000000 365000000 35278000000 5829000000 888000000 8345000000 631000000 783000000 245000000 27735000000 642000000 13925000000 63000000 9000000 20321000000 2296000000 792000000 1.70 1.65 0.400 231000000 2634000000 381000000 3329000000 323000000 505000000 529000000 1385000000 52000000 108000000 8000000 1333000000 -100000000 1485000000 194000000 0 292000000 3658000000 4814000000 372000000 660000000 864000000 134000000 -151000000 -58000000 -47000000 124000000 191000000 41000000 28000000 244000000 -258000000 -2714000000 2879000000 -12000000 -2000000 84000000 945000000 2723000000 3000000 -18000000 5005000000 10000000 16000000 4162000000 70000000 41000000 2.49 2.43 1.200 648000000 6907000000 1106000000 9065000000 936000000 1428000000 1346000000 2007000000 48000000 308000000 30000000 1959000000 -272000000 2279000000 256000000 6000000 351000000 8684000000 11344000000 1222000000 1743000000 2309000000 380000000 34181000000 0 354000000 6000000 1296000000 2807000000 561000000 7599000000 1353000000 1976000000 1396000000 3610000000 1393000000 331000000 34181000000 7260000000 1028000000 6313000000 563000000 645000000 249000000 26639000000 436000000 12921000000 115000000 17000000 19963000000 2213000000 943000000 33188000000 0 354000000 6000000 885000000 2620000000 468000000 7577000000 1212000000 2722000000 1170000000 3356000000 1334000000 297000000 33188000000 7147000000 1366000000 5735000000 642000000 598000000 249000000 25134000000 423000000 12878000000 311000000 341000000 19708000000 1992000000 1412000000 1.73 1.67 0.350 200000000 2189000000 344000000 2831000000 279000000 427000000 288000000 1416000000 39000000 95000000 20000000 1377000000 -74000000 1490000000 201000000 1000000 299000000 3206000000 4321000000 363000000 583000000 816000000 146000000 249000000 21000000 34000000 156000000 283000000 32000000 28000000 125000000 -136000000 -2848000000 3212000000 12000000 152000000 107000000 713000000 2376000000 1418000000 -5000000 1587000000 1098000000 44000000 812000000 130000000 51000000 2.58 2.51 0.975 556000000 5643000000 976000000 7607000000 811000000 1229000000 762000000 2076000000 26000000 273000000 47000000 2050000000 -226000000 2302000000 261000000 0 352000000 7437000000 9909000000 1153000000 1493000000 2120000000 366000000 1163000000 NOTE 1 - Basis of Presentation Carnival Corporation is incorporated in Panama, and Carnival plc is incorporated in England and Wales. Carnival Corporation and Carnival plc operate a dual listed company ("DLC"), whereby the businesses of Carnival Corporation and Carnival plc are combined through a number of contracts and through provisions in Carnival Corporation's articles of incorporation and by-laws and Carnival plc's memorandum of association and articles of association. The two companies operate as if they are a single economic enterprise, but each has retained its separate legal identity. The accompanying consolidated financial statements include the accounts of Carnival Corporation and Carnival plc and their respective subsidiaries. Together with their consolidated subsidiaries they are referred to collectively in these consolidated financial statements and elsewhere in this joint Quarterly Report on Form 10-Q as "Carnival Corporation & plc," "our," "us," and "we." The accompanying consolidated balance sheets at August 31, 2008 and 2007, the consolidated statements of operations for the three and nine months ended August 31, 2008 and 2007 and the consolidated statements of cash flows for the nine months ended August 31, 2008 and 2007 are unaudited and, in the opinion of our management, contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation. Our interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Carnival Corporation & plc 2007 joint Annual Report on Form 10-K. Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire year. NOTE 2 - Debt At August 31, 2008, unsecured short-term borrowings consisted of euro and U.S. dollar-denominated bank loans of $57 million and $6 million, respectively, with an aggregate weighted-average interest rate of 4.5%. In April 2008, we amended the terms of Carnival Corporation's 1.75% convertible notes (the "1.75% Notes") to give the holders another put option, which, if exercised, requires us to repurchase all or a portion of the outstanding 1.75% Notes on October 29, 2009 at their accreted value, and suspends our right to redeem the 1.75% Notes until that date. The $8 million estimated fair value of this new put option is being amortized to interest expense over its eighteen-month term using the straight-line method, which approximates the effective interest rate method. In addition, we amended the terms of the 1.75% Notes to include an additional semi-annual cash interest payment of 0.5% per annum through October 29, 2009 and certain other covenants and agreements for the benefit of the holders of this debt. On April 30, 2008, as a result of certain holders exercising their April 29, 2008 put option, we repurchased $302 million of the outstanding 1.75% Notes at their accreted value, plus accrued interest, leaving $273 million of the 1.75% Notes outstanding at their accreted value. At August 31, 2008, the 1.75% Notes have a 4.6% yield through October 29, 2009. At August 31, 2008, our 1.75% Notes and 2% convertible notes ("2% Notes") were both classified as long-term liabilities, since the next time we may be required to redeem these notes at the option of the holders is on October 29, 2009 and April 15, 2011, respectively. In addition, the Carnival Corporation common stock trigger prices of $39.92 to $40.67 for the Carnival Corporation zero-coupon convertible notes and $43.05 for the 2% Notes, which are required to be met in order to allow the conversion of these notes, were not met for the defined duration of time in the first three quarters of fiscal 2008 and, accordingly, these notes were not convertible during the second and third quarters of fiscal 2008 and are not convertible during the fourth quarter of fiscal 2008. The 1.75% Notes Carnival Corporation common stock trigger price, which is currently $64.10, has not been met since their issuance. In March 2008, our Ibero Cruises brand entered into two 364-day loan facilities aggregating $161 million at August 31, 2008, which are guaranteed by Carnival Corporation and Carnival plc. This Ibero Cruises debt, along with another $584 million of other short-term debt, has been classified as long-term debt at August 31, 2008, as we have the intent and ability to refinance this debt on a long-term basis. In March 2008, we also borrowed $523 million under an unsecured term loan facility, the proceeds of which were effectively used to pay a portion of P&O UK's Ventura purchase price. This facility bears interest at 4.38% and is repayable in semi-annual installments through 2020. In June 2008, we borrowed $500 million under a seven-year term loan facility, which was used in part to finance a portion of the purchase price of Holland America Line's Eurodam. This facility has a fixed interest rate of 4.41%, although the lenders have a one-time option to switch the borrowing rate to LIBOR plus 0.55% on the loan's third anniversary. Also, in June 2008, we borrowed $443 million under an unsecured term loan facility, which proceeds were used to pay a portion of Carnival Splendor's purchase price. This facility has a fixed interest rate of 4.21%, and is repayable in semi-annual installments through 2020. In June 2008, we obtained an unsecured term loan financing facility, bearing a fixed interest rate of 4.21%, which provides us with the ability to borrow up to $353 million for a portion of Ruby Princess' purchase price. This ship is expected to be delivered in October 2008. This facility is repayable semi-annually over a 12 year period. NOTE 3 - Contingencies Litigation The Office of the Attorney General of Florida ("Attorney General") is conducting an investigation to determine whether there is or has been a violation of Florida antitrust laws in connection with the setting by us and other unaffiliated cruise lines of our respective fuel supplements. We are providing our full cooperation to the Attorney General's office. At this time, we are unable to determine the ultimate outcome of these reviews on our financial statements. In January 2006, a lawsuit was filed against Carnival Corporation and its subsidiaries and affiliates, and other unaffiliated cruise lines in New York on behalf of a purported class of owners of intellectual property rights to musical plays and other works performed in the U.S. The plaintiffs claim infringement of copyrights to Broadway, off Broadway and other plays. The suit seeks payment of (i) damages, (ii) disgorgement of alleged profits and (iii) an injunction against future infringement. In the event that an award is given in favor of the plaintiffs, the amount of damages, if any, which Carnival Corporation and its subsidiaries and affiliates would have to pay is not currently determinable. The ultimate outcome of this matter cannot be determined at this time. However, we intend to vigorously defend this matter. In the normal course of our business, various other claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability, net of any insurance recoverables, is typically limited to our self-insurance retention levels. However, the ultimate outcome of these claims and lawsuits which are not covered by insurance cannot be determined at this time. Contingent Obligations - Lease Out and Lease Back Type Transactions At August 31, 2008, Carnival Corporation had estimated contingent obligations totaling $1.06 billion, excluding termination payments as discussed below, to participants in lease out and lease back type transactions for three of its ships. At the inception of these leases, the aggregate of the net present value of these contingent obligations was paid by Carnival Corporation to a group of major financial institutions, including American International Group Inc. ("AIG"), who agreed to act as payment undertakers and directly pay these obligations. Accordingly, these obligations are considered extinguished, and neither the funds nor the contingent obligations have been included on our balance sheets. In the event that Carnival Corporation were to default on its obligations and assuming performance by all other participants, we estimate that we would, as of August 31, 2008, be responsible for a termination payment of approximately $200 million. Between 2017 and 2022, we have the right to exercise options that would terminate these three lease transactions at no cost to us. In certain cases, if the credit ratings of the financial institutions who are directly paying the contingent obligations fall below AA- then Carnival Corporation will be required to replace these financial institutions with other financial institutions whose credit ratings are at least AA or meet other specified credit requirements. In such circumstances we would incur additional costs, although we estimate that they would be immaterial to our financial statements. Other than AIG, as discussed below, all of these financial institutions have credit ratings of AA/AAA. If Carnival Corporation's credit rating, which is A-, falls below BBB, it would be required to provide a standby letter of credit for $70 million, or alternatively provide mortgages for this aggregate amount on two of these ships. In September 2008, the credit ratings of AIG and its subsidiaries involved with two of these transactions were downgraded from AA- to A-. As a result of this downgrade, AIG is required to pledge collateral to support their payment obligations in amounts that will be determined in accordance with the terms of the payment undertaking agreements. Based on the recently announced $85 billion revolving credit facility from the Federal Reserve Bank of New York to AIG, we believe that it is likely that AIG will continue to perform its obligations under the payment undertaking agreements. In the unlikely event that AIG does not pledge collateral as required, the estimated amount of our loss will range from zero to approximately $170 million, depending on numerous factors. Contingent Obligations - Other Some of the debt agreements that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, changes in laws that increase lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and were entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any material payments under such indemnification clauses in the past and, under current circumstances, we do not believe a request for material future indemnification payments is probable. NOTE 4 - Comprehensive Income Comprehensive income was as follows (in millions): Three Months Nine Months , Ended August 31, Ended August 31, 2008 2007 2008 2007 Net income $ 1,333 $ 1,377 $ 1,959 $ 2,050 Items included in accumulated other comprehensive income Foreign currency translation adjustment (588) 114 (578) 227 Changes related to cash flow derivative hedges (29) (1) (27) (3) Pension liability adjustment (17) (17) Unrealized loss on marketable security (6) (8) Total comprehensive income $ 693 $ 1,490 $ 1,329 $ 2,274 NOTE 5 - Segment Information Our cruise segment includes all of our cruise brands, which have been aggregated as a single reportable segment based on the similarity of their economic and other characteristics, including the products and services they provide. Substantially all of our other segment represents the hotel, tour and transportation operations of Holland America Tours and Princess Tours. Selected segment information for our cruise and other segments was as follows (in millions): Three Months Ended August 31, Selling Depreciation Operating and admin- and Operating Revenues expenses istrative amortization income 2008 Cruise $ 4,522 $ 2,440 $ 364 $ 314 $ 1,404 Other 399 301 8 9 81 Intersegment elimination (107) (107) $ 4,814 $ 2,634 $ 372 $ 323 $ 1,485 2007 Cruise $ 4,022 $ 1,988 $ 355 $ 271 $ 1,408 Other 399 301 8 8 82 Intersegment elimination (100) (100) $ 4,321 $ 2,189 $ 363 $ 279 $ 1,490 Nine months ended August 31, Selling and Depreciation Operating admin- and Operating Revenues expenses istrative amortization income 2008 Cruise $ 10,993 $ 6,651 $ 1,197 $ 909 $ 2,236 Other 478 383 25 27 43 Intersegment elimination (127) (127) $ 11,344 $ 6,907 $ 1,222 $ 936 $ 2,279 2007 Cruise $ 9,557 $ 5,382 $ 1,129 $ 785 $ 2,261 Other 468 377 24 26 41 Intersegment elimination (116) (116) $ 9,909 $ 5,643 $ 1,153 $ 811 $ 2,302 NOTE 6 - Earnings Per Share Our basic and diluted earnings per share were computed as follows (in millions, except per share data): Three Months Nine Months Ended August 31, Ended August 31, 2008 2007 2008 2007 Net income $ 1,333 $ 1,377 $ 1,959 $ 2,050 Interest on dilutive convertible notes 9 9 26 26 Net income for diluted earnings per share $ 1,342 $ 1,386 $ 1,985 $ 2,076 Weighted-average common and ordinary shares outstanding 786 794 786 794 Dilutive effect of convertible notes 27 33 30 33 Dilutive effect of stock plans 1 2 2 2 Diluted weighted-average shares outstanding 814 829 818 829 Basic earnings per share $ 1.70 $ 1.73 $ 2.49 $ 2.58 Diluted earnings per share $ 1.65 $ 1.67 $ 2.43 $ 2.51 Options to purchase 12.0 million (8.4 million in 2007) and 11.9 million (6.8 million in 2007) shares for the three and nine months ended August 31, 2008, respectively, were excluded from our diluted earnings per share computations since the effect of including them was anti-dilutive. NOTE 7 - Recent Accounting Pronouncements In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 clarifies, among other things, the accounting for uncertain income tax positions by prescribing a minimum probability threshold that a tax position must meet before a financial statement income tax benefit is recognized. The minimum threshold is defined as a tax position that, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate resolution. FIN 48 must be applied to all existing tax positions upon adoption. The cumulative effect of applying FIN 48 at adoption is required to be reported separately as an adjustment to the opening balance of retained earnings in the year of adoption. Our adoption of FIN 48 on December 1, 2007 did not have a material impact on our opening retained earnings. In addition, based on all known facts and circumstances and current tax law, we believe that the total amount of our uncertain income tax position liabilities and related accrued interest are not material to our August 31, 2008 financial position. In September 2006, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. In February 2008, the FASB released a FASB Staff Position, which delayed our effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis until December 1, 2008. SFAS No. 157 was first effective for us on December 1, 2007. The adoption of SFAS No. 157 on our financial assets and liabilities, which are principally comprised of cash equivalents and derivatives, did not have a significant impact on their fair value measurements or require expanded disclosures since the fair value of those financial assets and liabilities outstanding during the three and nine months ended August 31, 2008 were not material. 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