Obligation Carnaval Corp 1.875% ( US143658AY86 ) en USD

Carnaval Corp

100 % ⇌

Etas-Unis

US143658AY86 ( en USD )

1.875% par an ( paiement semestriel )

15/12/2017 - Obligation échue

Prospectus brochure de l'obligation Carnival Corp US143658AY86 en USD 1.875%, échue

1 000 USD

500 000 000 USD

143658AY8

N/A

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 US143658AY86, paye un coupon de 1.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2017

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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)
1.875% Senior Notes Due 2017

$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 Statement Nos. 333-179936
and 333-179936-01

Prospectus Supplement to the Prospectus dated March 6, 2012

$500,000,000
1.875% Senior Notes Due 2017
Guaranteed as to the Payment of Principal and Interest by

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 December 15, 2017. Interest on the notes will be payable in arrears on June 15 and December 15 of
each year, beginning on June 15, 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, 2011 for important factors you should consider before buying
the notes.

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

99.790%
$498,950,000
Underwriting Discount

0.448%
$ 2,240,000
Proceeds before expenses to Carnival Corporation

99.342%
$496,710,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the securities will accrue
from December 6, 2012.
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 December 6, 2012 against payment in immediately available funds.

Joint Book-Running Managers

Co-Managers

Banca IMI

BNP PARIBAS

BofA Merrill Lynch
Lloyds Securities

Mizuho Securities

UniCredit Capital Markets
HSBC
RBC Capital Markets
SOCIETE GENERALE

US Bancorp

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Prospectus Supplement dated November 29, 2012.
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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-22
Underwriting
S-28
Legal Matters
S-32
Experts
S-32
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-28 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, 2011 (filed

January 30, 2012) (the "2011 Form 10-K"), including those portions of Carnival Corporation's and Carnival plc's joint
definitive proxy statement incorporated therein by reference;

· Carnival Corporation's and Carnival plc's joint Quarterly Reports on Form 10-Q as filed on March 30, 2012, for the

quarter ended February 29, 2012, July 2, 2012, for the quarter ended May 31, 2012, and October 5, 2012, for the quarter
ended August 31, 2012; and

· Carnival Corporation's and Carnival plc's joint Current Reports on Form 8-K as filed on January 17, 2012, April 17, 2012

and April 27, 2012.
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 approximately 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
transaction, 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 transaction 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.
Recent Developments
Carnival Corporation & plc announced on November 16, 2012 that as part of its strategy to return excess free cash flow to
shareholders its board of directors declared a special dividend of $0.50 per share, which is in addition to its previously
announced regular quarterly dividend of $0.25 per share already scheduled to be paid December 14, 2012. For the special
dividend, the board of directors approved a payment date of December 28, 2012 based on a record date of December 7, 2012.

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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
December 15, 2017

Interest Payment Dates
Interest on the notes will be payable in arrears on June 15 and December 15 of
each year, beginning on June 15, 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 August 31, 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 $9.6 billion of consolidated indebtedness. Of this
amount:

· Carnival Corporation and Carnival plc would have had an aggregate of $8.6
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 $1.0 billion 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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Optional Redemption
We may redeem any of the notes as a whole at any time or in part from time to
time, at our option, at the redemption prices described in this prospectus
supplement. See "Description of the Notes--Optional Redemption."

Change of Control
If a Change of Control occurs that is accompanied by a Rating Downgrade with
respect to the notes, and the rating of the notes is not subsequently upgraded
within the Change of Control Period (all as defined under "Description of the
Notes--Change of Control"), we will be required to make an offer to purchase
the notes at a price equal to 101% of their principal amount, plus accrued and
unpaid interest to the date of repurchase.

Additional Amounts
Carnival Corporation and Carnival plc have agreed to pay Additional Amounts
and/or Guarantor Additional Amounts to the holders of the notes from time to
time in the event certain withholding taxes are imposed on payments in respect
of the notes. Their respective obligations to pay Additional Amounts and/or
Guarantor Additional Amounts are subject to several exceptions and complex
treaty-related limitations. See "Description of the Notes -- Payment of
Additional Amounts" and "--Guarantor Additional Amounts" for further details,
including the related definitions.

Use of Proceeds
We intend to use the net proceeds from this offering for general corporate
purposes, which may include repaying portions of various debt facilities
maturing in 2013 (which in total have a weighted-average interest rate of
approximately 3.8%). See "Use of Proceeds" for further details.

Risk Factors
See "Risk Factors" and other information included or incorporated into this
prospectus supplement and the accompanying prospectus for a discussion of the
factors you should carefully consider before deciding to invest in the securities.

No Listing
We do not intend to apply for the listing of the securities on any securities
exchange.

Trustee
U.S. Bank National Association

Paying and Transfer Agent
U.S. Bank National Association

Governing Law
State of New York, United States

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RISK FACTORS
Investing in the debt securities offered hereby involves a number of risks. You should carefully consider the risk factors set
forth under "Risk Factors--Risks Relating to the Guarantees" in the accompanying prospectus and the risk factors that are
incorporated into this prospectus supplement by reference to the section entitled "Item 1A. Risk Factors" in the 2011 Form 10-K.
See "Incorporation by Reference" in this prospectus supplement and "Where You Can Find More Information" in the
accompanying prospectus. Some statements in the Risk Factors section of the 2011 Form 10-K or included elsewhere in this
prospectus supplement and the accompanying prospectus are "forward-looking statements." For a discussion of those statements
and of other factors for investors to consider, see "Forward-Looking Information" in the accompanying prospectus and
"Cautionary Note Concerning Factors that may Affect Future Results" in the 2011 Form 10-K and the subsequent Form 10-Qs.

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