Obligation Carnaval Corp 1.2% ( US143658AZ51 ) en USD

Carnaval Corp

100 % ⇌

Etas-Unis

US143658AZ51 ( en USD )

1.2% par an ( paiement semestriel )

05/02/2016 - Obligation échue

Prospectus brochure de l'obligation Carnival Corp US143658AZ51 en USD 1.2%, échue

1 000 USD

500 000 000 USD

143658AZ5

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

Carnival Corporation est une société de croisières américaine qui exploite plusieurs marques de croisières populaires, telles que Carnival Cruise Line, Princess Cruises, Holland America Line et Costa Cruises, et possède une flotte importante de navires de croisière à travers le monde.

L'Obligation émise par Carnaval Corp ( Etas-Unis ) , en USD, avec le code ISIN US143658AZ51, paye un coupon de 1.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/02/2016

L'Obligation émise par Carnaval Corp ( Etas-Unis ) , en USD, avec le code ISIN US143658AZ51, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Carnaval Corp ( Etas-Unis ) , en USD, avec le code ISIN US143658AZ51, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
1.20% Senior Notes Due 2016

$500,000,000

$68,200

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-179936
and 333-179936-01
Prospectus Supplement to the Prospectus dated March 6, 2012

$500,000,000
1.20% Senior Notes Due 2016
Guaranteed as to the Payment of Principal and Interest by
CARNIVAL PLC

The notes will be issued by Carnival Corporation and will be guaranteed by Carnival plc (the "Guarantor"). We use the terms "debt securities" or "notes" to refer to
the notes and the term "securities" to refer to the debt securities and the related guarantees. The debt securities and the related guarantees will be unsecured and will rank equally
in right of payment with all of our and the Guarantor's unsecured and unsubordinated obligations from time to time outstanding.
The notes will mature on February 5, 2016. Interest on the notes will be payable in arrears on February 5 and August 5 of each year, beginning on August 5, 2013.
We may redeem any of the notes as a whole at any time or in part from time to time, at our option. We describe the redemption prices under the heading "Description of
the Notes--Optional Redemption" on page S-9.
Investing in the securities involves risks. See the "Risk Factors" on page S-4 of this prospectus supplement and on page 2 of the
accompanying prospectus, as well as the "Risk Factors" section in the Carnival Corporation and Carnival plc joint Annual Report on
Form 10-K for the year ended November 30, 2012 for important factors you should consider before buying the securities.

The securities will not be listed on any securities exchange. Currently, there is no public market for the securities.

Per Note

Total

Initial Public Offering Price

99.979%
$499,895,000
Underwriting Discount

0.285%
$ 1,425,000
Proceeds before expenses to Carnival Corporation

99.694%
$498,470,000
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The initial public offering price set forth above does not include accrued interest, if any. Interest on the securities will accrue from February 7, 2013.
Neither the Securities and Exchange Commission, nor any state or foreign securities commission, has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the securities in book-entry form will be made only through The Depository Trust Company, Clearstream Banking société anonyme and the Euroclear
Bank SA/NV on or about February 7, 2013 against payment in immediately available funds.

Joint Book-Running Managers

Co-Managers

ANZ Securities

Deutsche Bank Securities

DNB Markets
PNC Capital Markets LLC

Santander

SMBC Nikko

Wells Fargo Securities

Prospectus Supplement dated January 31, 2013.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement

S-ii
Incorporation by Reference

S-iii
Summary

S-1

The Offering

S-2

Risk Factors

S-4

Use of Proceeds

S-5

Ratio of Earnings to Fixed Charges

S-6

Capitalization

S-7

Description of the Notes

S-8

Material Panamanian, U.S. Federal Income Tax and U.K. Withholding Tax Consequences

S-23
Underwriting

S-29
Legal Matters

S-33
Experts

S-33
Prospectus

About this Prospectus

i

Where You Can Find More Information

ii
Incorporation by Reference

iii
The Companies

1
Risk Factors

2
Forward-Looking Statements

4
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

6
Description of Debt Securities

7
Description of Warrants

17
Description of Capital Stock

20
Description of Trust Shares

36
Description of Purchase Contracts

38
Description of Units

39
Plan of Distribution

40
Legal Matters

40
Experts

40

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to
do so. The information contained in this prospectus is current only as of its date.
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About This Prospectus Supplement
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the securities that we are currently offering. The second part is
the accompanying prospectus, which gives more general information, some of which may not apply to the securities that we are currently offering. Generally, the term "prospectus"
refers to both parts combined, including information that is incorporated by reference into this prospectus supplement and the accompanying prospectus.
If the information varies between this prospectus supplement and the accompanying prospectus, the information in this prospectus supplement supersedes the
information in the accompanying prospectus.
You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any free
writing prospectus that we may provide to you. No person is authorized to provide you with different or additional information or to offer the securities in any state or
other jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference into this prospectus supplement
or the accompanying prospectus is accurate as of any date other than the date on the front of this prospectus supplement or the date of the report incorporated by
reference, as the case may be.
Unless the context otherwise requires, references to "Carnival Corporation," "we," "us" and "our" in this prospectus supplement and in the accompanying prospectus
are references to Carnival Corporation including, unless otherwise expressly stated or the context otherwise requires, its subsidiaries. References to "Carnival plc" are to Carnival
plc including, unless otherwise expressly stated or the context otherwise requires, its subsidiaries. References to "Carnival Corporation & plc" are to both Carnival Corporation
and Carnival plc collectively, following the establishment of the dual listed company arrangement. Carnival plc is also referred to herein as the "Guarantor." Terms used in this
prospectus supplement that are otherwise not defined will have the meanings given to them in the accompanying prospectus.
The securities are being offered only for sale in jurisdictions where it is lawful to make such offers. Offers and sales of the securities in the European Union, the
United Kingdom, Hong Kong, Japan and Singapore are subject to restrictions, the details of which are set out in the section entitled "Underwriting." The distribution of this
prospectus supplement and the accompanying prospectus and the offering of the securities in other jurisdictions may also be restricted by law. Persons who receive this prospectus
supplement and the accompanying prospectus should inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do
not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to
make such offer or solicitation. See "Underwriting" beginning on page S-29 of this prospectus supplement.
This prospectus supplement is not a prospectus for the purposes of the Prospectus Directive (and any amendments thereto) as implemented in member states of the
European Economic Area. This prospectus supplement has been prepared on the basis that all offers of the debt securities will be made pursuant to an exemption under the
Prospectus Directive from the requirement to produce a prospectus in connection with offers of the debt securities. Accordingly, any person making or intending to make any offer
within the European Economic Area of the debt securities which are the subject of the offering contemplated in this prospectus supplement should only do so in circumstances in
which no obligation arises for Carnival Corporation, Carnival plc or any underwriter to produce a prospectus for such offers. Neither Carnival Corporation, Carnival plc nor any
underwriter have authorized, nor do they authorize, the making of any offer of the debt securities through any financial intermediary, other than offers made by the underwriters
which constitute the final placement of the debt securities contemplated in this prospectus supplement.

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Incorporation by Reference
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" information we have filed with it, which means that we can disclose
important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus supplement, and later
information that we file with the SEC will automatically update and supersede this information. The following documents have been filed by us with the SEC and are incorporated
by reference into this prospectus supplement and the accompanying prospectus:

· Carnival Corporation's and Carnival plc's joint Annual Report on Form 10-K for the year ended November 30, 2012 (filed January 29, 2013) (the "2012 Form

10-K");

· those portions of Carnival Corporation's and Carnival plc's joint definitive proxy statement filed on March 1, 2012 that are incorporated by reference into

Carnival Corporation's and Carnival plc's joint Annual Report for the year ended November 30, 2011 (filed January 30, 2012); and

· Carnival plc's Current Report on Form 8-K as filed on January 31, 2013.
All documents and reports that we file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended from the date of this prospectus supplement until the termination of the offering under this
prospectus supplement shall be deemed to be incorporated into this prospectus supplement and the accompanying prospectus by reference. The information contained on our
website (http://www.carnivalcorp.com) is not incorporated into this prospectus supplement or the accompanying prospectus. Our reference to our website is intended to be an
inactive textual reference only.

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SUMMARY
Carnival Corporation and Carnival plc
Carnival Corporation & plc is the largest cruise company in the world, with a portfolio of cruise brands in North America, Europe, Australia and Asia,
comprised of Carnival Cruise Lines, Holland America Line, Princess Cruises, Seabourn, AIDA Cruises, Costa Cruises, Cunard, Ibero Cruises, P&O Cruises (Australia) and
P&O Cruises (UK). Together, these brands operate 100 ships totaling 203,000 lower berths with nine new ships scheduled to be delivered between March 2013 and March
2016. Carnival Corporation & plc also operates Holland America Princess Alaska Tours, the leading tour company in Alaska and the Canadian Yukon.
On April 17, 2003, Carnival Corporation and Carnival plc completed a dual listed company transaction, or DLC arrangement, which implemented Carnival
Corporation & plc's DLC arrangement. Carnival Corporation and Carnival plc are both public companies, with separate stock exchange listings and their own shareholders.
The two companies operate as if they are a single economic enterprise, with a single executive management team and identical boards of directors, but each has retained its
separate legal identity.
For a description of our business, financial condition, results of operations and other important information regarding us, see our filings with the SEC
incorporated by reference into the accompanying prospectus. For instructions on how to find copies of these and our other filings incorporated by reference into the
accompanying prospectus, see "Where You Can Find More Information" in the accompanying prospectus.
Corporate Information
The following is a brief description of Carnival Corporation and Carnival plc:
Carnival Corporation
Carnival Corporation was incorporated under the laws of the Republic of Panama in November 1974. Our common stock and the paired trust shares, which trade
together with our common stock, are listed on the New York Stock Exchange (the "NYSE") under the symbol "CCL." Our principal executive offices are located at Carnival
Place, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428. The telephone number of our principal executive offices is (305) 599-2600.
Carnival plc
Carnival plc was incorporated and registered in England and Wales as P&O Princess Cruises plc in July 2000 and was renamed "Carnival plc" on April 17,
2003, the date on which the DLC arrangement with Carnival Corporation closed. Carnival plc's ordinary shares are admitted to the Official List of the UK Listing Authority
and admitted to trading on the London Stock Exchange ("LSE"), and Carnival plc's American Depositary Shares, or ADSs, are listed on the NYSE. Carnival plc's ordinary
shares trade under the ticker symbol "CCL" on the LSE. Carnival plc ADSs trade under the ticker symbol "CUK" on the NYSE. Carnival plc's principal executive offices are
located at Carnival House, 5 Gainsford Street, London, SE1 2NE, United Kingdom. The telephone number of Carnival plc's principal executive offices is 011 44 20 7940
5381.

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THE OFFERING
The summary below describes the principal terms of the offering and is not intended to be complete. You should carefully read the "Description of the Notes"
section of this prospectus supplement and the "Description of Debt Securities" section in the accompanying prospectus for a more detailed description of the securities
offered hereby.

Issuer
Carnival Corporation

Securities Offered
$500,000,000 aggregate principal amount of notes

Maturity Date
February 5, 2016

Interest Payment Dates
Interest on the notes will be payable in arrears on February 5 and August 5 of each year, beginning on
August 5, 2013.

Guarantor
Carnival plc

Guarantees
The notes will be fully, irrevocably and unconditionally guaranteed by Carnival plc.

Ranking
The notes will be senior unsecured obligations and, as guaranteed, will rank equally with all of the
unsecured and unsubordinated indebtedness of Carnival Corporation and Carnival plc, effectively junior to
all of the secured indebtedness of Carnival Corporation and Carnival plc, to the extent of the assets
securing that indebtedness, and effectively junior to all indebtedness of the subsidiaries of Carnival
Corporation and Carnival plc.

As of November 30, 2012, after giving effect to this offering and the receipt and application of the net

proceeds of this offering, Carnival Corporation and Carnival plc would have had $8.9 billion of
consolidated indebtedness. Of this amount:

· Carnival Corporation and Carnival plc would have had an aggregate of $8.1 billion of unsecured,
unsubordinated indebtedness outstanding, which amount excludes subsidiary debt guaranteed by

Carnival Corporation or Carnival plc, or Carnival Corporation or Carnival plc debt guaranteed by any
subsidiary; and

· Carnival Corporation's and Carnival plc's subsidiaries would have had an aggregate of $800 million of

indebtedness outstanding, substantially all of which is guaranteed by Carnival Corporation and/or
Carnival plc, which is substantially all unsecured.

Please read "Description of the Notes--Ranking" in this prospectus supplement.

Minimum Denominations
$2,000

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