Obligation Carnaval Corp 3.95% ( US143658BA91 ) en USD

Carnaval Corp

100 % ⇌

Etas-Unis

US143658BA91 ( en USD )

3.95% par an ( paiement semestriel )

15/10/2020 - Obligation échue

Prospectus brochure de l'obligation Carnival Corp US143658BA91 en USD 3.95%, échue

1 000 USD

700 000 000 USD

143658BA9

NR

NR

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 US143658BA91, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2020

L'Obligation émise par Carnaval Corp ( Etas-Unis ) , en USD, avec le code ISIN US143658BA91, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Carnaval Corp ( Etas-Unis ) , en USD, avec le code ISIN US143658BA91, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-179936
and 333-179936-01
CALCULATION OF REGISTRATION FEE

Proposed maximum
Proposed maximum
Title of each class of securities to
Amount to be
offering price per
aggregate offering
Amount of
be registered

registered

unit

price
registration fee(1)
3.950% Senior Notes due 2020

$700,000,000
99.740%

$698,180,000
$89,925.58

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Prospectus Supplement
to the Prospectus dated March 6, 2012

3.950% Senior Notes Due 2020
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
term "notes" to refer to the notes and the term "securities" to refer to the notes and the related guarantees. The notes 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 October 15, 2020. Interest on the notes will be payable in arrears on April 15 and October 15 of
each year, beginning on April 15, 2014.
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 price 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

99.740%
$698,180,000
Underwriting Discount

0.446%
$ 3,122,000
Proceeds Before Expenses to Carnival Corporation

99.294%
$695,058,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the securities will
accrue from October 15, 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 October 15, 2013 against payment in immediately available
funds.

Joint Book-Running Managers

Co-Managers

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BANCA IMI

Lloyds Securities
RBC Capital Markets
RBS
SOCIETE GENERALE
Barclays
BBVA
Deutsche Bank Securities
Mitsubishi UFJ Securities
SMBC Nikko

Prospectus Supplement dated October 9, 2013.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-iii
Incorporation by Reference
S-v

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 (Conflicts of Interest)
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

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 or sale 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.

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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.
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 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 securities. Accordingly, any person making or intending to make any offer within the
European Economic Area of the 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 securities through any financial intermediary, other than offers made by the underwriters which constitute
the final placement of the securities contemplated in this prospectus supplement.

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FORWARD-LOOKING STATEMENTS
Some of the statements, estimates or projections contained in this prospectus supplement or the accompanying prospectus
are "forward-looking statements" that involve risks, uncertainties and assumptions with respect to us, including some statements
concerning future results, outlooks, plans, goals and other events which have not yet occurred. These statements are intended to
qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have tried, whenever possible, to
identify these statements by using words like "will," "may," "could," "should," "would," "believe," "depends," "expect," "goal,"
"anticipate," "forecast," "future," "intend," "plan," "estimate," "target," "indicate" and similar expressions of future intent or the
negative of such terms.
Forward-looking statements include those statements that may impact, among other things, the forecasting of our non-GAAP
earnings per share; net revenue yields; booking levels; pricing; occupancy; operating, financing and tax costs, including fuel expenses;
costs per available lower berth day; estimates of ship depreciable lives and residual values; liquidity; goodwill and trademark fair
values and outlook. Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our
actual results, performance or achievements to differ materially from those expressed or implied in this prospectus supplement or the
accompanying prospectus. These factors include, but are not limited to, the following:

· general economic and business conditions;

· increases in fuel prices;

· incidents, the spread of contagious diseases and threats thereof, adverse weather conditions or other natural disasters

and other incidents affecting the health, safety, security and satisfaction of guests and crew;

· the international political climate, armed conflicts, terrorist and pirate attacks, vessel seizures, and threats thereof, and

other world events affecting the safety and security of travel;

· negative publicity concerning the cruise business in general or us in particular, including any adverse environmental

impacts of cruising;

· litigation, enforcement actions, fines or penalties;

· economic, market and political factors that are beyond our control, which could increase our operating, financing and

other costs;

· changes in and compliance with laws and regulations relating to the protection of persons with disabilities,

employment, environment, health, safety, security, tax and other regulations under which we operate;

· our ability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments on terms that are

favorable or consistent with our expectations;

· increases to our repairs and maintenance expenses and refurbishment costs as our fleet ages;

· lack of continuing availability of attractive, convenient and safe port destinations;

· continuing financial viability of our travel agent distribution system, air service providers and other key vendors in our

supply chain and reductions in the availability of, and increases in the pricing for, the services and products provided
by these vendors;

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· disruptions and other damages to our information technology and other networks and operations, and breaches in data

security;

· failure to keep pace with developments in technology;

· competition from and overcapacity in the cruise ship or land-based vacation industry;

· loss of key personnel or our ability to recruit or retain qualified personnel;

· union disputes and other employee relation issues;

· disruptions in the global financial markets or other events that may negatively affect the ability of our counterparties

and others to perform their obligations to us;

· the continued strength of our cruise brands and our ability to implement our brand strategies;

· our international operations are subject to additional risks not generally applicable to our U.S. operations;

· geographic regions in which we try to expand our business may be slow to develop and ultimately not develop how we

expect;

· our decisions to self-insure against various risks or our inability to obtain insurance for certain risks at reasonable

rates;

· fluctuations in foreign currency exchange rates;

· whether our future operating cash flow will be sufficient to fund future obligations and whether we will be able to

obtain financing, if necessary, in sufficient amounts and on terms that are favorable or consistent with our expectations;

· risks associated with the dual listed company arrangement; and

· uncertainties of foreign legal systems as Carnival Corporation and Carnival plc are not U.S. corporations.
These risks and other risks are detailed in the section entitled "Risk Factors" in the accompanying prospectus and in the
Securities and Exchange Commission (the "SEC") reports of Carnival Corporation and Carnival plc. That section and those reports
contain important cautionary statements and a discussion of many of the factors that could materially affect the accuracy of Carnival
Corporation & plc's forward-looking statements and/or adversely affect Carnival Corporation & plc's businesses, results of
operations and financial position. Such statements and factors are incorporated in this prospectus supplement and the accompanying
prospectus by reference.
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 or stock exchange rules, Carnival Corporation & plc expressly disclaim any obligation to
disseminate, after the date of this prospectus, 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.

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INCORPORATION BY REFERENCE
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 the accompanying prospectus, 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 7, 2013

that are incorporated by reference into the 2012 Form 10-K;

· Carnival Corporation's and Carnival plc's joint Quarterly Reports on Form 10-Q for the periods ended February 28,

2013 (filed April 3, 2013), May 31, 2013 (filed July 2, 2013) and August 31, 2013 (filed October 3, 2013);

· Carnival Corporation's and Carnival plc's joint Current Reports on Form 8-K as filed on December 6,

2012, February 7, 2013, April 23, 2013 and June 25, 2013 (Item 5.02 only); 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 Exchange Act 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 102 ships totaling 209,000 lower berths with seven new ships scheduled to be delivered between May 2014 and April
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 this prospectus supplement and the accompanying prospectus. For
instructions on how to find copies of these and our other filings incorporated by reference into this prospectus supplement and 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
$700,000,000 aggregate principal amount of notes

Maturity Date
October 15, 2020

Interest Payment Dates
Interest on the notes will be payable in arrears on April 15 and October 15 of
each year, beginning on April 15, 2014.

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 August 31, 2013, 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 $10.7 billion of consolidated indebtedness. Of this
amount:

· Carnival Corporation and Carnival plc would have had an aggregate of
$9.9 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 and integral multiples of $1,000 in excess thereof.

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