Carnival PLC CCL 3rd Quarter Results

  Carnival PLC (CCL) - 3rd Quarter Results

RNS Number : 9965N
Carnival PLC
05 October 2012


October 5, 2012

     RELEASE OF CARNIVAL CORPORATION& PLC QUARTERLY REPORT ON FORM 10-Q

                        FOR THE THIRD QUARTER OF 2012

Carnival Corporation& plc announced its third quarter and nine month results
of operations in its earnings release issued on September 25, 2012.Carnival
Corporation& plc is hereby announcing that today it has filed its joint
Quarterly Report on Form 10-Q ("Form 10-Q") with the U.S. Securities and
Exchange Commission ("SEC") containing the Carnival Corporation& plc 2012
third quarter and nine month interim financial statements, which reported
results are unchanged from those previously announced on September 25, 2012. 

The information included in the attached Schedules A, B and C is extracted
from the Form 10-Q and has been prepared in accordance with SEC rules and
regulations.Schedules A and B contain the unaudited consolidated financial
statements for Carnival Corporation& plc as of and for the three and nine
months ended August 31, 2012, together with management's discussion and
analysis of financial condition and results of operations.These Carnival
Corporation& plc consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States
of America ("U.S. GAAP").Within the Carnival Corporation and Carnival plc
dual listed company arrangement, the Directors consider the most appropriate
presentation of Carnival plc's results and financial position is by reference
to the U.S. GAAP consolidated financial statements of Carnival Corporation&
plc.Schedule C contains information on Carnival Corporation and Carnival
plc's sales and purchases of their equity securities and use of proceeds from
such sales.

MEDIA CONTACT                 INVESTOR RELATIONS CONTACT
Jennifer De La Cruz           Beth Roberts
001 305 599 2600, ext. 16000    001 305 406 4832

                              

The Form 10-Q, including the portions extracted for this announcement, is
available for viewing on the SEC website at www.sec.gov under Carnival
Corporation or Carnival plc or the Carnival Corporation& plc website at
www.carnivalcorp.com or www.carnivalplc.com.A copy of the Form 10-Q has been
submitted to the National Storage Mechanism and will shortly be available for
inspection atwww.morningstar.co.uk/uk/NSM. Additional information can be
obtained via Carnival Corporation& plc's website listed above or by writing
to Carnival plc at Carnival House, 5 Gainsford Street, London SE1 2NE, United
Kingdom.

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
seven 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. Traded on
both the New York and London Stock Exchanges, Carnival Corporation& plc is
the only group in the world to be included in both the S&P 500 and the FTSE
100 indices.







SCHEDULE A



 Management's Discussion and Analysis of Financial Condition and Results of
  Operations.


Cautionary Note Concerning Factors That May Affect Future Results

Some of the statements, estimates or projections contained in this joint
Quarterly Report on Form 10-Q 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 Section27A of the Securities Act of
1933 and Section21E of the Securities Exchange Act of 1934.We have tried,
whenever possible, to identify these statements by using words like "will,"
"may," "could," "should," "would," "believe," "depends," "expect,"
"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 ("EPS"); net
revenue yields; booking levels; pricing; occupancy; operating, financing and
tax costs, including fuel expenses; costs per available lower berth day
("ALBD"); 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 joint Quarterly Report on Form
10-Q.These factors include, but are not limited to, the following:



 •  general economic and business conditions;

 •  increases in fuel prices;

 •  accidents, the spread of contagious diseases and threats thereof, adverse
    weather conditions or 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, including those
    relating to the ship incident;

 •  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;

 •  disruptions and other damages to our information technology and other
    networks and operations, and breaches in data security;

 •  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 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
    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 DLC arrangement and

 •  uncertainties of a foreign legal system as we are not incorporated in the
    U.S.

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 stock exchange rules, we expressly disclaim any obligation to
disseminate, after the date of this joint Quarterly Report on Form 10-Q, 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.



Outlook for the 2012 Fourth Quarter and Full Year

On September25, 2012, we said that we expected our non-GAAP fully diluted EPS
for the 2012 fourth quarter and full year would be in the ranges of $0.07 to
$0.11 and $1.83 to $1.87, respectively (see "Key Performance Non-GAAP
Financial Indicators").Our 2012 fourth quarter guidance was based on fuel
prices of $739 per metric ton. In addition, this 2012 fourth quarter guidance
was based on currency rates of $1.30 to the euro, $1.62 to the sterling and
$1.04 to the Australian dollar. The fuel and currency assumptions used in our
guidance change daily and, accordingly, our forecasts change daily based on
the changes in these assumptions.

The above forward-looking statements involve risks, uncertainties and
assumptions with respect to us.There are many factors that could cause our
actual results to differ materially from those expressed above including, but
not limited to, general economic and business conditions, increases in fuel
prices, ship incidents, spread of contagious diseases, adverse weather
conditions, geo-political events, negative publicity and other factors that
could adversely impact our revenues, costs and expenses.You should read the
above forward-looking statement together with the discussion of these and
other risks under "Cautionary Note Concerning Factors That May Affect Future
Results."

Critical Accounting Estimates

For a discussion of our critical accounting estimates, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
is included in Carnival Corporation& plc's 2011 joint Annual Report on Form
10-K ("2011 Form 10-K").

Seasonality and Expected Capacity Growth

Our revenues from the sale of passenger tickets are seasonal.Historically,
demand for cruises has been greatest during our third fiscal quarter, which
includes the Northern Hemisphere summer months.This higher demand during the
third quarter results in higher ticket prices and occupancy levels and,
accordingly, the largest share of our operating income is earned during this
period.The seasonality of our results also increases due to ships being taken
out-of-service for maintenance, which we schedule during non-peak demand
periods.In addition, substantially all of Holland America Princess Alaska
Tours' revenue and net income is generated from May through September in
conjunction with the Alaska cruise season. The seasonality of our results will
continue to increase as we expand our EAA brands, which tend to be more
seasonal than our North America brands although our North America brands have
also been trending towards an increasing level of seasonality.

The year-over-year percentage increase in our capacity for the fourth quarter
of fiscal 2012 is expected to be 2.9%.The year-over-year percentage increase
in our annual capacity for fiscal 2012, 2013, 2014 and 2015 is currently
expected to be 3.0%, 3.4%, 1.8% and 4.7%, respectively. These percentage
increases result primarily from contracted new ships entering service and
exclude any unannounced future ship orders, acquisitions, retirements,
charters or sales.



Statistical Information



             ThreeMonthsEndedAugust31,     NineMonthsEndedAugust31,
                2012               2011           2012              2011
Passengers
carried (in
thousands)         2,804           2,676         7,400          7,192 
Occupancy
percentage
(a)                110.8 %          111.9 %        106.3 %         107.2 %
Fuel
consumption
(metric
tons in
thousands)           823             847         2,512          2,537 
Fuel cost
per metric
ton
consumed     $       659       $     686   $       708      $     635 
Currencies  
U.S. dollar
to €1        $      1.24       $    1.43   $      1.28      $    1.40 
U.S. dollar
to £1        $      1.56       $    1.63   $      1.57      $    1.61 
U.S. dollar
to
Australian
dollar       $      1.02       $    1.06   $      1.03      $    1.03 



(a) In accordance with cruise business practice, occupancy is calculated using
    a denominator of two passengers per cabin even though some cabins can
    accommodate three or more passengers.Percentages in excess of 100%
    indicate that on average more than two passengers occupied some cabins.

Three Months Ended August31, 2012 ("2012") Compared to the Three Months Ended
August31, 2011 ("2011")

Revenues

Consolidated

Cruise passenger ticket revenues made up 76% of our 2012 total revenues.
Cruise passenger ticket revenues decreased by $346 million, or 8.9%, to $3.6
billion in 2012 from $3.9 billion in 2011. This decrease was substantially due
to a decrease in cruise ticket pricing, which accounted for $260 million, a
stronger U.S. dollar against the euro, sterling and Australian dollar
(referred to as "the currency impact"), which accounted for $157 million, and
a 1.1 percentage point decrease in occupancy, which accounted for $37 million,
partially offset by our 2.9% capacity increase in ALBDs, which accounted for
$113 million (see "Key Performance Non-GAAP Financial Indicators").

The remaining 24% of 2012 total revenues were substantially all comprised of
onboard and other cruise revenues, which increased by $29 million, or 3.1%, to
$965 million in 2012 from $936 million in 2011. This increase was primarily
due to our 2.9% capacity increase in ALBDs, which accounted for $27 million,
and the change in the accounting for our North America cruise brands and Tour
and Other segments (See "Note 7 - Segment Information" in the accompanying
consolidated financial statements for a further discussion), partially offset
by the currency impact, which accounted for $32 million. Onboard and other
revenues included concession revenues of $334 million in 2012 and $337 million
in 2011.

North America Brands

Cruise passenger ticket revenues made up 77% of our 2012 total revenues.
Cruise passenger ticket revenues of $2.2 billion in 2012 were flat compared to
2011. Our 3.4% capacity increase in ALBDs, which accounted for $75 million,
was offset by the decrease in cruise ticket pricing, which accounted for $98
million. Our cruise ticket pricing was affected by the indirect consequences
of the ship incident and other economic factors. The decrease in cruise ticket
pricing was driven by a decline in pricing on Europe and Alaska itineraries
while the pricing on Caribbean itineraries only declined slightly in 2012.

The remaining 23% of 2012 total revenues were comprised of onboard and other
cruise revenues, which increased by $60 million, or 10.0%, to $657 million in
2012 from $597 million in 2011. This increase was primarily due to the change
in the accounting for our North America cruise brands and Tour and Other
segments and our 3.4% capacity increase in ALBDs, which accounted for $20
million. Onboard and other revenues included concession revenues of $230
million in 2012 and $214 million in 2011.

EAA Brands

Cruise passenger ticket revenues made up 83% of our 2012 total revenues.
Cruise passenger ticket revenues decreased by $315 million, or 18.7%, to $1.4
billion in 2012 from $1.7 billion in 2011.This decrease was caused by the
currency impact and a decrease in cruise ticket pricing, which each accounted
for $157 million, and a 2.5 percentage point decrease in occupancy, which
accounted for $39 million, partially offset by our 2.1% capacity increase in
ALBDs, which accounted for $36 million. Our cruise ticket pricing and
occupancy was affected by the direct and indirect consequences of the ship
incident and the challenging economic environment in Europe.



The remaining 17% of 2012 total revenues were comprised of onboard and other
cruise revenues, which decreased by $32 million, or 10.2%, to $286 million in
2012 from $319 million in 2011. This decrease was caused by the currency
impact. Onboard and other revenues included concession revenues of $104
million in 2012 and $123 million in 2011.

Costs and Expenses

Consolidated

Operating costs and expenses decreased $217 million, or 7.7%, to $2.6 billion
in 2012 from $2.8 billion in 2011. This decrease was driven by the currency
impact, which accounted for $86 million, a decrease in commissions primarily
as a result of our lower cruise ticket pricing, which accounted for $83
million, lower fuel consumption per ALBD, which accounted for $34 million, and
the nonrecurrence in 2012 of $28 million of impairment charges recognized in
2011 related to the sale of Costa Marina and Pacific Sun (referred to as "the
2011 ship impairment charges"), partially offset by our 2.9% capacity increase
in ALBDs, which accounted for $77 million.

Selling and administrative expenses decreased $12 million, or 2.8%, to $409 in
2012 from $421 million in 2011.

Depreciation and amortization expenses decreased $7 million, or 1.8%, to $383
in 2012 from $390 million in 2011.

Our total costs and expenses as a percentage of revenues increased to 72.4% in
2012 from 71.7% in 2011.

North America Brands

Operating costs and expenses of $1.6 billion in 2012 were flat compared to
2011.Our 3.4% capacity increase in ALBDs, which accounted for $53 million,
and the change in the accounting for our North America cruise brands and Tour
and Other segments were offset by a decrease in commissions primarily as a
result of our lower cruise ticket pricing, which accounted for $32 million,
and lower fuel consumption per ALBD, which accounted for $21 million.

Our total costs and expenses as a percentage of total revenues decreased to
70.7% in 2012 from 71.8% in 2011.

EAA Brands

Operating costs and expenses decreased $147 million, or 13.3%, to $1.0 billion
in 2012 from $1.1 billion in 2011.This decrease was substantially due to the
currency impact, which accounted for $86 million, a decrease in commissions
primarily as a result of our lower cruise ticket pricing, which accounted for
$51 million, and the nonrecurrence in 2012 of the 2011 ship impairment
charges, which accounted for $28 million, partially offset by our 2.1%
capacity increase in ALBDs, which accounted for $24 million.

Our total costs and expenses as a percentage of total revenues increased to
75.4% in 2012 from 70.6% in 2011.

Operating Income

Our consolidated operating income decreased $138 million, or 9.6%, to $1.3
billion in 2012 from $1.4 billion in 2011. Our North America brands' operating
income increased $38 million, or 4.8%, to $834 million in 2012 from $796
million in 2011, and our EAA brands' operating income decreased $181 million,
or 30.7%, to $408 million in 2012 from $589 million in 2011. These changes
were primarily due to the reasons discussed above.

Nonoperating Expense

Net interest expense, excluding capitalized interest, decreased $12 million,
or 12.4%, to $85 million in 2012 from $97 million in 2011.

We recognized net unrealized gains of $136 million and realized losses of $12
million in 2012 on our fuel derivatives.

Key Performance Non-GAAP Financial Indicators

ALBDs is a standard measure of passenger capacity for the period, which we use
to perform rate and capacity variance analyses to determine the main
non-capacity driven factors that cause our cruise revenues and expenses to
vary.ALBDs assume that each cabin we offer for sale accommodates two
passengers and is computed by multiplying passenger capacity by
revenue-producing ship operating days in the period.

We use net cruise revenues per ALBD ("net revenue yields"), net cruise costs
per ALBD and net cruise costs excluding fuel per ALBD as significant non-GAAP
financial measures of our cruise segment financial performance.These measures
enable us to separate the impact of predictable capacity changes from the more
unpredictable rate changes that affect our business.We believe these non-GAAP
measures provide useful information to investors and expanded insight to
measure our revenue and cost performance as a supplement to our U.S. generally
accepted accounting principles ("U.S. GAAP") consolidated financial
statements.

Net revenue yields are commonly used in the cruise business to measure a
company's cruise segment revenue performance and for revenue management
purposes.We use "net cruise revenues" rather than "gross cruise revenues" to
calculate net revenue yields.We believe that net cruise revenues is a more
meaningful measure in determining revenue yield than gross cruise revenues
because it reflects the cruise revenues earned net of our most significant
variable costs, which are travel agent commissions, cost of air and other
transportation, certain other costs that are directly associated with onboard
and other revenues and credit card fees.Substantially all of our remaining
cruise costs are largely fixed, except for the impact of changing prices, once
our ship capacity levels have been determined.

Net passenger ticket revenues reflect gross cruise revenues, net of
(1)onboard and other revenues, (2)commissions, transportation and other
costs and (3)onboard and other cruise costs. Net onboard and other revenues
reflect gross cruise revenues, net of (1)passenger ticket revenues,
(2)commissions, transportation and other costs and (3)onboard and other
cruise costs. Net passenger ticket revenue yields and net onboard and other
revenue yields are computed by dividing net passenger ticket revenues and net
onboard and other revenues by ALBDs.

Net cruise costs per ALBD and net cruise costs excluding fuel per ALBD are the
most significant measures we use to monitor our ability to control our cruise
segment costs rather than gross cruise costs per ALBD.We exclude the same
variable costs that are included in the calculation of net cruise revenues to
calculate net cruise costs with and without fuel to avoid duplicating these
variable costs in our non-GAAP financial measures.

In addition, because our EAA brands utilize the euro, sterling and Australian
dollar to measure their results and financial condition, the translation of
those operations to our U.S. dollar reporting currency results in decreases in
reported U.S. dollar revenues and expenses if the U.S. dollar strengthens
against these foreign currencies and increases in reported U.S. dollar
revenues and expenses if the U.S. dollar weakens against these foreign
currencies.Accordingly, we also monitor and report these non-GAAP financial
measures assuming the 2012 periods' currency exchange rates have remained
constant with the 2011 periods' rates, or on a "constant dollar basis," in
order to remove the impact of changes in exchange rates on our non-U.S. dollar
cruise operations.We believe that this is a useful measure since it
facilitates a comparative view of the growth of our business in a fluctuating
currency exchange rate environment.

We believe that the impairment charges recognized in the nine months ended
August31, 2012 related to Ibero's goodwill and trademarks are nonrecurring
and, therefore, are not an indication of our future earnings performance. As
such, we believe it is more meaningful for the impairment charges to be
excluded from our net income and earnings per share and, accordingly, we
present non-GAAP net income and non-GAAP EPS excluding these impairment
charges.

Under U.S. GAAP, the realized and unrealized gains and losses on fuel
derivatives not qualifying as fuel hedges are immediately recognized in
earnings. We believe that unrealized gains and losses on fuel derivatives are
not an indication of our future earnings performance since they relate to
future periods and may not ultimately be realized in our future earnings.
Therefore, we believe it is more meaningful for the unrealized gains and
losses on fuel derivatives to be excluded from our net income and earnings per
share and, accordingly, we present non-GAAP net income and non-GAAP EPS
excluding these unrealized gains and losses.

We have not included in our earnings guidance the impact of unrealized gains
and losses on fuel derivatives because these unrealized amounts involve a
significant amount of uncertainty, and we do not believe they are an
indication of our future earnings performance. Accordingly, our earnings
guidance is presented on a non-GAAP basis only. As a result, we did not
present a reconciliation between forecasted non-GAAP diluted EPS guidance and
forecasted U.S. GAAP diluted EPS guidance, since we do not believe that the
reconciliation information would be meaningful.

Our consolidated financial statements are prepared in accordance with U.S.
GAAP. The presentation of our non-GAAP financial information is not intended
to be considered in isolation or as substitute for, or superior to, the
financial information prepared in accordance with U.S. GAAP. There are no
specific rules for determining our non-GAAP current and constant dollar
financial measures and, accordingly, they are susceptible to varying
calculations, and it is possible that they may not be exactly comparable to
the like-kind information presented by other companies, which is a potential
risk associated with using these measures to compare us to other companies.



Consolidated gross and net revenue yields were computed by dividing the gross
and net cruise revenues, without rounding, by ALBDs as follows (dollars in
millions, except yields):



                                  Three Months Ended August31,
                                                 2012

                                             Constant
                             2012             Dollar             2011
Passenger ticket
revenues                 $      3,561    $      3,718    $      3,907 
Onboard and other
revenues                          965             997             936 
                                                          
Gross cruise revenues           4,526           4,715           4,843 
                                                          
Less cruise costs       
Commissions,
transportation and
other                            (613 )           (644 )           (686 )
Onboard and other                (150 )           (154 )           (137 )
                                                          
                                 (763 )           (798 )           (823 )
                                                          
Net passenger ticket
revenues                        2,948           3,074           3,221 
Net onboard and other
revenues                          815             843             799 
                                                          
Net cruise revenues      $      3,763    $      3,917    $      4,020 
                                                          
ALBDs                      18,613,416      18,613,416      18,089,807 
                                                          
Gross revenue yields     $     243.18    $     253.33    $     267.70 
% decrease vs. 2011              (9.2 )%          (5.4 )%
Net revenue yields       $     202.21    $     210.47    $     222.21 
% decrease vs. 2011              (9.0 )%          (5.3 )%
Net passenger ticket
revenue yields           $     158.34    $     165.14    $     178.06 
% decrease vs. 2011             (11.1 )%          (7.3 )%
Net onboard and other
revenue yields           $      43.87    $      45.33    $      44.15 
% (decrease) increase
vs. 2011                         (0.6 )%           2.7 %

Consolidated gross and net cruise costs and net cruise costs excluding fuel
per ALBD were computed by dividing the gross and net cruise costs and net
cruise costs excluding fuel, without rounding, by ALBDs as follows (dollars in
millions, except costs per ALBD):



                                  Three Months Ended August31,
                                                 2012

                                             Constant
                             2012             Dollar             2011
Cruise operating
expenses                 $      2,506    $      2,592    $      2,671 
Cruise selling and
administrative expenses           407             424             413 
                                                          
Gross cruise costs              2,913           3,016           3,084 
Less cruise costs
included in net cruise
revenues                
Commissions,
transportation and
other                            (613 )           (644 )           (686 )
Onboard and other                (150 )           (154 )           (137 )
                                                          
Net cruise costs                2,150           2,218           2,261 
Less fuel                        (541 )           (541 )           (581 )
                                                          
Net cruise costs
excluding fuel           $      1,609    $      1,677    $      1,680 
                                                          
ALBDs                      18,613,416      18,613,416      18,089,807 
                                                          
Gross cruise costs per
ALBD                     $     156.52    $     162.05    $     170.49 
% decrease vs. 2011              (8.2 )%          (4.9 )%
Net cruise costs per
ALBD                     $     115.55    $     119.20    $     125.00 
% decrease vs. 2011              (7.6 )%          (4.6 )%
Net cruise costs
excluding fuel per ALBD  $      86.44    $      90.08    $      92.88 
% decrease vs. 2011              (6.9 )%          (3.0 )%



Non-GAAP fully diluted earnings per share was computed as follows (in
millions, except per share data):



                                                 ThreeMonthsEnded
                                                   August 31,
                                                2012        2011
Net income - diluted                          
U.S. GAAP net income                           $ 1,330   $ 1,337 
Unrealized gains on fuel derivatives, net         (136 )      - 
                                                          
Non-GAAP net income                            $ 1,194   $ 1,337 
                                                          
Weighted-average shares outstanding - diluted      779       792 
                                                          
Earnings per share - diluted                  
U.S. GAAP earnings per share                   $  1.71   $  1.69 
Unrealized gains on fuel derivatives, net        (0.18 )      - 
                                                          
Non-GAAP earnings per share                    $  1.53   $  1.69 
                                                          

Net cruise revenues decreased $257 million, or 6.4%, to $3.8 billion in 2012
from $4.0 billion in 2011.This was caused by a 5.3% decrease in constant
dollar net revenue yields, which accounted for $219 million, and the currency
impact, which accounted for $154 million, partially offset by a 2.9% capacity
increase in ALBDs, which accounted for $116 million. The 5.3% decrease in net
revenue yields on a constant dollar basis was comprised of a 7.3% decrease in
net passenger ticket revenue yields, partially offset by a 2.7% increase in
net onboard and other revenue yields. The 7.3% decrease in net passenger
ticket revenue yields was primarily driven by our EAA brands with a 10.4%
yield decrease from the direct and indirect consequences of the ship incident
and the challenging economic environment in Europe. In addition, our North
America brands experienced a net passenger ticket revenue yield decrease of
4.8%, which was affected by the indirect consequences of the ship incident and
other economic factors. Our North America brands net passenger ticket revenue
yield decrease was driven by a decline in pricing on Europe and Alaska
itineraries while the pricing on Caribbean itineraries only declined slightly
in 2012. The 2.7% increase in net onboard and other revenue yields was
primarily due to higher onboard spending by guests from our North America
brands and the change in the accounting for our North America cruise brands
and Tour and Other segments, partially offset by reductions from certain of
our EAA Brands driven by Costa. Gross cruise revenues decreased $317 million,
or 6.5%, to $4.5 billion in 2012 from $4.8 billion in 2011 for largely the
same reasons as discussed above.

Net cruise costs excluding fuel decreased $71 million, or 4.2%, to $1.6
billion in 2012 from $1.7 billion in 2011.This was caused by the currency
impact, which accounted for $68 million, and a 3.0% decrease in constant
dollar net cruise costs excluding fuel per ALBD, which accounted for $52
million, partially offset by a 2.9% capacity increase in ALBDs, which
accounted for $49 million. The majority of the 3.0% decrease in constant
dollar net cruise costs excluding fuel per ALBD was due to the nonrecurrence
in 2012 of the 2011 ship impairment charges, which accounted for $28 million.
On a constant dollar basis, net cruise costs per ALBD excluding fuel and the
nonrecurrence in 2012 of the 2011 ship impairment charges decreased 1.6%
compared to 2011.

Fuel costs decreased $40 million, or 6.9%, to $541 million in 2012 from $581
million in 2011. This was caused by lower fuel consumption per ALBD, which
accounted for $34 million, and lower fuel prices, which accounted for $22
million.

Gross cruise costs decreased $171 million, or 5.5%, to $2.9 billion in 2012
from $3.1 billion in 2011 for principally the same reasons as discussed above.

Nine Months Ended August31, 2012 ("2012") Compared to the Nine Months Ended
August31, 2011 ("2011")

Revenues

Consolidated

Cruise passenger ticket revenues made up 76% of our 2012 total revenues.
Cruise passenger ticket revenues decreased by $336 million, or 3.6%, to $9.0
billion in 2012 from $9.3 billion in 2011. This decrease was substantially due
to a decrease in cruise ticket pricing, which accounted for $253 million, the
currency impact, which accounted for $245 million, and a slight decrease in
occupancy percentage, which accounted for $80 million, partially offset by our
2.9% capacity increase in ALBDs, which accounted for $273 million (see "Key
Performance Non-GAAP Financial Indicators").

The remaining 24% of 2012 total revenues were substantially all comprised of
onboard and other cruise revenues, which increased by $107 million, or 4.3%,
to $2.6 billion in 2012 from $2.5 billion in 2011. This increase was
principally due to our 2.9% capacity increase in ALBDs, which accounted for
$73 million, higher onboard spending by our guests, which accounted for $50
million, and the change in the accounting for our North America cruise brands
and Tour and Other segments, partially offset by the currency impact, which
accounted for $49 million, and a slight decrease in occupancy percentage,
which accounted for $22 million. Onboard and other revenues included
concession revenues of $825 million in 2012 and $812 million in 2011.



North America Brands

Cruise passenger ticket revenues made up 75% of our 2012 total revenues.
Cruise passenger ticket revenues increased by $130 million, or 2.5%, to $5.3
billion in 2012 from $5.2 billion in 2011. This increase was caused by our
3.3% capacity increase in ALBDs, which accounted for $171 million, partially
offset by a decrease in air transportation revenues from guests who purchased
their tickets from us, which accounted for $31 million.

The remaining 25% of 2012 total revenues were comprised of onboard and other
cruise revenues, which increased by $153 million, or 9.5%, to $1.8 billion in
2012 from $1.6 billion in 2011. This increase was principally due to our 3.3%
capacity increase in ALBDs, which accounted for $53 million, higher onboard
spending by our guests, which accounted for $41 million, and the change in the
accounting for our North America cruise brands and Tour and Other segments.
Onboard and other revenues included concession revenues of $555 million in
2012 and $509 million in 2011.

EAA Brands

Cruise passenger ticket revenues made up 82% of our 2012 total revenues.
Cruise passenger ticket revenues decreased by $465 million, or 11.2%, to $3.7
billion in 2012 from $4.1 billion in 2011.This decrease was caused by the
currency impact, which accounted for $245 million, a decrease in cruise ticket
pricing, which accounted for $221 million, and a 3.0 percentage point decrease
in occupancy, which accounted for $120 million, partially offset by our 2.3%
capacity increase in ALBDs, which accounted for $97 million. Our cruise ticket
pricing and occupancy was affected by the direct and indirect consequences of
the ship incident and the challenging economic environment in Europe.

The remaining 18% of 2012 total revenues were comprised of onboard and other
cruise revenues, which decreased by $49 million, or 5.9%, to $782 million in
2012 from $831 million in 2011. This decrease was caused by the currency
impact. Onboard and other revenues included concession revenues of $270
million in 2012 and $303 million in 2011.

Costs and Expenses

Consolidated

Operating costs and expenses increased $39 million, or 0.5%, to $7.8 billion
in 2012 from $7.7 billion in 2011. The increase was driven by our 2.9%
capacity increase in ALBDs, which accounted for $221 million, higher fuel
prices, which accounted for $183 million, the Costa Allegra impairment charge,
which accounted for $34 million, and the ship incident-related expenses that
are not covered by insurance, which accounted for $30 million. These increases
were partially offset by a decrease in commissions primarily as a result of
our lower cruise ticket pricing, which accounted for $149 million, the
currency impact, which accounted for $145 million, lower fuel consumption per
ALBD, which accounted for $63 million, Costa's excess insurance proceeds and a
gain from Cunard's litigation settlement, which together accounted for $34
million, the nonrecurrence in 2012 of the 2011 ship impairment charges, which
accounted for $28 million, and a slight decrease in occupancy percentage,
which accounted for $26 million.

Selling and administrative expenses of $1.3 billion in 2012 were flat compared
to 2011.

Depreciation and amortization expenses of $1.1 billion in 2012 were flat
compared to 2011.

Ibero goodwill and trademark impairment charges of $173 million were recorded
in 2012. See "Note 6-Fair Value Measurements, Derivative Instruments and
Hedging Activities" in the accompanying consolidated financial statements for
additional discussion of these impairment charges.

Our total costs and expenses as a percentage of revenues increased to 87.6% in
2012 from 83.9% in 2011.

North America Brands

Operating costs and expenses increased $226 million, or 5.2%, to $4.6 billion
in 2012 from $4.3 billion in 2011.This increase was driven by our 3.3%
capacity increase in ALBDs, which accounted for $144 million, and higher fuel
prices, which accounted for $123 million, partially offset by a decrease in
commissions primarily as a result of our lower cruise ticket pricing, which
accounted for $49 million, lower fuel consumption per ALBD, which accounted
for $29 million, and a decrease in air transportation costs related to guests
who purchased their tickets from us, which accounted for $25 million.

Our total costs and expenses as a percentage of total revenues increased to
83.9% in 2012 from 83.7% in 2011.



EAA Brands

Operating costs and expenses decreased $152 million, or 4.7%, to $3.1 billion
in 2012 from $3.2 billion in 2011.The decrease was caused by the currency
impact, which accounted for $145 million, a decrease in commissions primarily
as a result of our lower cruise ticket pricing, which accounted for $95
million, a 3.0 percentage point decrease in occupancy, which accounted for $40
million, lower fuel consumption per ALBD, which accounted for $34 million,
Costa's excess insurance proceeds and a gain from Cunard's litigation
settlement, which together accounted for $34 million, and the nonrecurrence in
2012 of the 2011 ship impairment charges, which accounted for $28 million.
These decreases were partially offset by our 2.3% capacity increase in ALBDs,
which accounted for $75 million, higher fuel prices, which accounted for $61
million, the Costa Allegra impairment charges, which accounted for $34
million, and the ship incident-related expenses that are not covered by
insurance, which accounted for $30 million.

Ibero goodwill and trademark impairment charges of $173 million were recorded
in 2012.

Our total costs and expenses as a percentage of total revenues increased to
92.3% in 2012 from 83.1% in 2011.

Operating Income

Our consolidated operating income decreased $481 million, or 24.7%, to $1.5
billion in 2012 from $1.9 billion in 2011. Our North America brands' operating
income of $1.1 billion in 2012 was flat compared to 2011, and our EAA brands'
operating income decreased $501 million, or 59.4%, to $342 million in 2012
from $843 million in 2011. These changes were primarily due to the reasons
discussed above.



Consolidated gross and net revenue yields were computed by dividing the gross
and net cruise revenues, without rounding, by ALBDs as follows (dollars in
millions, except yields):



                                   Nine Months Ended August31,
                                                 2012

                                             Constant
                             2012             Dollar             2011
Passenger ticket
revenues                 $      9,000    $      9,245    $      9,336 
Onboard and other
revenues                        2,618           2,667           2,511 
                                                          
Gross cruise revenues          11,618          11,912          11,847 
                                                          
Less cruise costs       
Commissions,
transportation and
other                          (1,793 )         (1,848 )         (1,911 )
Onboard and other                (404 )           (411 )           (379 )
                                                          
                               (2,197 )         (2,259 )         (2,290 )
                                                          
Net passenger ticket
revenues                        7,207           7,397           7,425 
Net onboard and other
revenues                        2,214           2,256           2,132 
                                                          
Net cruise revenues      $      9,421    $      9,653    $      9,557 
                                                          
ALBDs                      53,705,889      53,705,889      52,178,866 
                                                          
Gross revenue yields     $     216.33    $     221.80    $     227.05 
% decrease vs. 2011              (4.7 )%          (2.3 )%
Net revenue yields       $     175.42    $     179.74    $     183.17 
% decrease vs. 2011              (4.2 )%          (1.9 )%
Net passenger ticket
revenue yields           $     134.19    $     137.72    $     142.30 
% decrease vs. 2011              (5.7 )%          (3.2 )%
Net onboard and other
revenue yields           $      41.24    $      42.02    $      40.86 
% increase vs. 2011               0.9 %            2.8 %

Consolidated gross and net cruise costs and net cruise costs excluding fuel
per ALBD were computed by dividing the gross and net cruise costs and net
cruise costs excluding fuel, without rounding, by ALBDs as follows (dollars in
millions, except costs per ALBD):



                                   Nine Months Ended August31,
                                                 2012

                                             Constant
                             2012             Dollar             2011
Cruise operating
expenses                 $      7,643    $      7,788    $      7,551 
Cruise selling and
administrative expenses         1,255           1,285           1,264 
                                                          
Gross cruise costs              8,898           9,073           8,815 
Less cruise costs
included in net cruise
revenues                
Commissions,
transportation and
other                          (1,793 )         (1,848 )         (1,911 )
Onboard and other                (404 )           (411 )           (379 )
                                                          
Net cruise costs                6,701           6,814           6,525 
Less fuel                      (1,778 )         (1,778 )         (1,611 )
                                                          
Net cruise costs
excluding fuel           $      4,923    $      5,036    $      4,914 
                                                          
ALBDs                      53,705,889      53,705,889      52,178,866 
                                                          
Gross cruise costs per
ALBD                     $     165.68    $     168.95    $     168.93 
% decrease vs. 2011              (1.9 )%           0.0 %
Net cruise costs per
ALBD                     $     124.78    $     126.89    $     125.05 
% (decrease) increase
vs. 2011                         (0.2 )%           1.5 %
Net cruise costs
excluding fuel per ALBD  $      91.67    $      93.78    $      94.18 
% decrease vs. 2011              (2.7 )%          (0.4 )%



Non-GAAP fully diluted earnings per share was computed as follows (in
millions, except per share data):



                                                    NineMonthsEnded
                                                     August 31,
                                                  2012        2011
Net Income - diluted                            
U.S. GAAP net income                             $ 1,205   $ 1,695 
Ibero goodwill and trademark impairment charges      173       - 
Unrealized gains on fuel derivatives, net            (12 )      - 
                                                            
Non-GAAP net income                              $ 1,366   $ 1,695 
                                                            
Weighted-average shares outstanding - diluted        779       793 
                                                            
Earnings per share - diluted                    
U.S. GAAP earnings per share                     $  1.55   $  2.14 
Ibero goodwill and trademark impairment charges     0.22       - 
Unrealized gains on fuel derivatives, net          (0.02 )      - 
                                                            
Non-GAAP earnings per share                      $  1.75   $  2.14 
                                                            

Net cruise revenues decreased $136 million, or 1.4%, to $9.4 billion in 2012
from $9.6 billion in 2011.This was caused by the currency impact, which
accounted for $232 million, and a 1.9% decrease in constant dollar net revenue
yields, which accounted for $184 million, partially offset by our 2.9%
capacity increase in ALBDs, which accounted for $280 million. The 1.9%
decrease in net revenue yields on a constant dollar basis was comprised of a
3.2% decrease in net passenger ticket revenue yields, partially offset by a
2.8% increase in net onboard and other revenue yields. The 3.2% decrease in
net passenger ticket revenue yields was driven by our EAA brands with a 7.0%
yield decrease from the direct and indirect consequences of the ship incident
and the challenging economic environment in Europe. The 2.8% increase in net
onboard and other revenue yields was driven by higher onboard spending by
guests from our North America brands, partially offset by reductions from
certain of our EAA Brands driven by Costa. Gross cruise revenues decreased
$229 million, or 1.9%, to $11.6 billion in 2012 from $11.8 billion in 2011 for
largely the same reasons as discussed above.

Net cruise costs excluding fuel of $4.9 billion in 2012 were flat compared to
2011.Our 2.9% capacity increase in ALBDs, which accounted for $144 million,
was offset by the currency impact, which accounted for $113 million, and a
0.4% decrease in constant dollar net cruise costs excluding fuel per ALBD,
which accounted for $22 million.

Fuel costs increased $167 million, or 10.4%, to $1.8 billion in 2012 from $1.6
billion in 2011. This was caused by higher fuel prices, which accounted for
$183 million, and a 2.9% capacity increase in ALBDs, which accounted for $47
million, partially offset by lower fuel consumption per ALBD, which accounted
for $63 million.

Gross cruise costs increased $83 million, or 0.9% to $8.9 billion in 2012 from
$8.8 billion in 2011 for principally the same reasons as discussed above.

Liquidity, Financial Condition and Capital Resources

Our primary financial goal is to profitably grow our cruise business, while
maintaining a strong balance sheet, which allows us to return free cash flow
to shareholders. Our ability to generate significant operating cash flows has
allowed us to internally fund all of our capital investment program.Our
current intention is to have an average of two to three new cruise ships enter
service annually, some of which will replace the existing capacity from
possible sales of older ships. Since we have slowed down the pace of our
newbuilding program, we currently believe this will lead to an increase in
free cash flows. Other objectives of our capital structure policy are to
maintain an acceptable level of liquidity with our available cash and cash
equivalents and committed financings for immediate and future liquidity needs,
and a reasonable debt maturity profile that is spread out over a number of
years.

Based on our historical results, projections and financial condition, we
believe that our liquidity and cash flow from future operations will be
sufficient to fund all of our expected capital projects including shipbuilding
commitments, debt service requirements, working capital needs, other firm
commitments and quarterly dividends over the next several years.Our projected
cash flow from operations and access to the capital markets can be adversely
impacted by numerous factors outside our control including, but not limited
to, those noted under "Cautionary Note Concerning Factors That May Affect
Future Results." If additional debt funding is required, our ability to
generate significant cash from operations and our investment grade credit
ratings provide us with the ability in most financial credit market
environments to obtain such debt funding. If our long-term senior unsecured
credit ratings were to be downgraded or assigned a negative outlook, our
access to, and cost of, financing may be negatively impacted.

At August31, 2012, we had a working capital deficit of $4.0 billion. This
deficit included $3.1 billion of customer deposits, which represent the
passenger revenues we collect in advance of sailing dates and, accordingly,
are substantially more like deferred revenue balances rather than actual
current cash liabilities. Our August31, 2012 working capital deficit also
included $763 million of current debt obligations, which are substantially
related to our export credit facilities, bank loans and other debt. We
continue to generate substantial cash from operations and have a strong
balance sheet. This strong balance sheet provides us with the ability to
refinance our current debt obligations as they become due in most financial
credit market environments. We also have our revolving credit facility
available to provide long-term rollover financing should the need arise, or if
we choose to do so. After excluding customer deposits and current debt
obligations from our August31, 2012 working capital deficit balance, our
non-GAAP adjusted working capital deficit was only $154 million. Our business
model, along with our unsecured revolving credit facilities, allows us to
operate with a working capital deficit and still meet our operating, investing
and financing needs. We believe we will continue to have working capital
deficits for the foreseeable future.

At November30, 2011, the U.S. dollar was $1.55 to sterling, $1.33 to the euro
and $0.99 to the Australian dollar. Had these November30, 2011 currency
exchange rates been used to translate our August31, 2012 non-U.S. dollar
functional currency operations' assets and liabilities instead of the
August31, 2012 U.S. dollar exchange rates of $1.58 to sterling, $1.25 to the
euro and $1.03 to the Australian dollar, our total assets and liabilities
would have been higher by $540 million and $300 million, respectively.

Sources and Uses of Cash

Our business provided $2.5 billion of net cash from operations during the nine
months ended August31, 2012, a decrease of $540 million, or 17.9%, compared
to $3.0 billion for the same period in fiscal 2011. This decrease was caused
by less cash being provided from our operating results and customer deposits.

During the nine months ended August31, 2012, our expenditures for capital
projects were $2.2 billion, of which $1.7 billion was spent on our ongoing new
shipbuilding program, including $1.5 billion for the final delivery payments
for AIDAmar, Carnival Breeze and Costa Fascinosa. In addition to our new
shipbuilding program, we had capital expenditures of $0.3 billion for ship
improvements and replacements and $0.2 billion for information technology,
buildings and other assets. Furthermore, in May 2012 we received $508 million
of euro-denominated hull and machinery insurance proceeds for the total loss
of the ship.

During the nine months ended August31, 2012, we repaid a net $270 million of
short-term borrowings in connection with our availability of, and needs for,
cash at various times throughout the period. In addition, during the nine
months ended August31, 2012, we repaid $753 million of scheduled long-term
debt payments. Furthermore, during the nine months ended August31, 2012, we
borrowed $946 million of new other long-term debt substantially all under two
export credit facilities. Finally, we paid cash dividends of $584 million and
purchased $69 million of Carnival Corporation common stock in open market
transactions during the nine months ended August31, 2012.

Future Commitments and Funding Sources

Our contractual cash obligations as of August31, 2012 have changed compared
to November30, 2011 primarily as a result of our debt borrowings and
repayments and ship delivery and progress payments as noted above under
"Sources and Uses of Cash."

At August31, 2012, we had liquidity of $6.0 billion.Our liquidity consisted
of $313 million of cash and cash equivalents, which excludes $255 million of
cash used for current operations, $2.5 billion available for borrowing under
our revolving credit facilities and $3.2 billion under committed ship
financings.Of this $3.2 billion of committed ship financings, $0.8 billion,
$1.0 billion, $0.9 billion and $0.4 billion are scheduled to be funded in
fiscal 2013, 2014, 2015 and 2016, respectively.Substantially all of our
revolving credit facilities are scheduled to mature in 2016.These commitments
are from numerous large, well-established banks, which we believe will honor
their contractual agreements with us.

Substantially all of our debt agreements contain financial covenants as
described in "Note 5 - Debt" in the annual consolidated financial statements,
which is included within Exhibit 13 to our 2011 joint Annual Report on Form
10-K.At August31, 2012, we believe we were in compliance with all of our
debt covenants.In addition, based on our forecasted operating results,
financial condition and cash flows, we expect to be in compliance with our
debt covenants over the next several years.Generally, if an event of default
under any debt agreement occurs, then pursuant to cross default acceleration
clauses, substantially all of our outstanding debt and derivative contract
payables could become due, and all debt and derivative contracts could be
terminated.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, including guarantee
contracts, retained or contingent interests, certain derivative instruments
and variable interest entities that either have, or are reasonably likely to
have, a current or future material effect on our consolidated financial
statements.



 Quantitative and Qualitative Disclosures About Market Risk.

At August31, 2012, 59% and 41% of our debt was U.S. dollar and
euro-denominated, respectively, and at November30, 2011, 56%, 41% and 3% of
our debt was U.S. dollar, euro and sterling-denominated, respectively,
including the effect of foreign currency forwards in both periods. At
August31, 2012, 62% and 38% (65% and 35% at November30, 2011) of our debt
bore fixed and floating interest rates, respectively, including the effect of
interest rate swaps.



During the nine months ended August31, 2012, we entered into additional zero
cost collar fuel derivatives for 21million barrels of Brent to cover a
portion of our estimated fuel consumption for the second half of fiscal 2012
through fiscal 2016. See "Note 6-Fair Value Measurements, Derivative
Instruments and Hedging Activities" in the accompanying consolidated financial
statements for additional discussion of these fuel derivatives. At August31,
2012, the estimated fair value of our outstanding fuel derivative contracts
was a net asset of $13 million. During the nine months ended August31, 2012,
we recognized realized losses and net unrealized gains on fuel derivatives,
which each amounted to $12 million.

During June 2012, we entered into foreign currency options that are designated
as cash flow hedges of a portion of our Royal Princess' euro-denominated
shipyard payments. These foreign currency options mature in May 2013 at a
weighted-average ceiling rate of $1.30 to the euro, or $560 million, and a
weighted-average floor rate of $1.19 to the euro, or $512 million.

During July 2012, we entered into foreign currency options that are designated
as cash flow hedges of a portion of a P&O Cruises (UK) newbuild's
euro-denominated shipyard payments. These foreign currency options mature in
February 2015 at a weighted-average ceiling rate of £0.83 to the euro, or $290
million, and a weighted-average floor rate of £0.77 to the euro, or $269
million.

For a further discussion of our hedging strategies and market risks see "Note
6 - Fair Value Measurements, Derivative Instruments and Hedging Activities" in
the accompanying consolidated financial statements and Management's Discussion
and Analysis of Financial Condition and Results of Operations within Exhibit
13 to our joint 2011 Annual Report on Form 10-K.





SCHEDULE B



                          CARNIVAL CORPORATION& PLC

                      CONSOLIDATED STATEMENTS OF INCOME

                                 (UNAUDITED)

                     (in millions, except per share data)



                              ThreeMonthsEnded        Nine Months Ended
                                August 31,              August31,
                             2012        2011         2012         2011
Revenues                   
Cruise                     
Passenger tickets           $ 3,561   $ 3,907   $  9,000   $  9,336 
Onboard and other               965       936      2,618      2,511 
Tour and other                  158       215        186        249 
                                                            
                              4,684     5,058     11,804     12,096 
                                                            
Operating Costs and
Expenses                   
Cruise                     
Commissions,
transportation and other        613       686      1,793      1,911 
Onboard and other               150       137        404        379 
Fuel                            541       581      1,778      1,611 
Payroll and related             422       435      1,299      1,282 
Food                            246       257        722        728 
Other ship operating            534       575      1,647      1,640 
Tour and other                   91       143        126        179 
                                                            
                              2,597     2,814      7,769      7,730 
Selling and administrative      409       421      1,261      1,282 
Depreciation and
amortization                    383       390      1,135      1,137 
Ibero goodwill and
trademark impairment
charges                           -         -        173          - 
                                                            
                              3,389     3,625     10,338     10,149 
                                                            
Operating Income              1,295     1,433      1,466      1,947 
                                                            
Nonoperating Income
(Expense)                  
Interest income                   2         3          8          8 
Interest expense, net of
capitalized interest            (84 )      (96 )      (259 )      (273 )
Unrealized gains on fuel
derivatives, net                136         -         12          - 
Realized losses on fuel
derivatives                     (12 )        -        (12 )         - 
Other (expense) income,
net                              (1 )        2         (6 )        21 
                                                            
                                 41       (91 )      (257 )      (244 )
                                                            
Income Before Income Taxes    1,336     1,342      1,209      1,703 
Income Tax Expense, Net          (6 )       (5 )        (4 )        (8 )
                                                            
Net Income                  $ 1,330   $ 1,337   $  1,205   $  1,695 
                                                            
Earnings Per Share         
Basic                       $  1.71   $  1.69   $   1.55   $   2.14 
                                                            
Diluted                     $  1.71   $  1.69   $   1.55   $   2.14 
                                                            
Dividends Declared Per
Share                       $  0.25   $  0.25   $   0.75   $   0.75 
                                                            

The accompanying notes are an integral part of these consolidated financial
statements.



                          CARNIVAL CORPORATION& PLC

                         CONSOLIDATED BALANCE SHEETS

                                 (UNAUDITED)

                       (in millions, except par values)



                                                August31,     November30,
                                                 2012            2011
ASSETS                                       
Current Assets                               
Cash and cash equivalents                     $      568   $        450 
Trade and other receivables, net                     306            263 
Insurance recoverables                               482             30 
Inventories                                          364            374 
Prepaid expenses and other                           221            195 
                                                              
Total current assets                               1,941          1,312 
                                                              
Property and Equipment, Net                       31,972         32,054 
Goodwill                                           3,146          3,322 
Other Intangibles                                  1,307          1,330 
Other Assets                                         716            619 
                                                              
                                              $   39,082   $     38,637 
                                                              
LIABILITIES AND SHAREHOLDERS' EQUITY         
Current Liabilities                          
Short-term borrowings                         $        9   $        281 
Current portion of long-term debt                    754          1,019 
Accounts payable                                     561            576 
Claims reserve                                       564             97 
Accrued liabilities and other                        970          1,026 
Customer deposits                                  3,078          3,106 
                                                              
Total current liabilities                          5,936          6,105 
                                                              
Long-Term Debt                                     8,289          8,053 
Other Long-Term Liabilities and Deferred
Income                                               664            647 
Contingencies                                
Shareholders' Equity                         
Common stock of Carnival Corporation, $0.01
par value; 1,960 shares authorized; 649
shares at 2012 and 647 shares at 2011 issued           6              6 
Ordinary shares of Carnival plc, $1.66 par
value; 215 shares at 2012 and 2011 issued            357            357 
Additional paid-in capital                         8,218          8,180 
Retained earnings                                 18,969         18,349 
Accumulated other comprehensive loss                (434 )          (209 )
Treasury stock, 54 shares at 2012 and 52
shares at 2011 of Carnival Corporation and
33 shares at 2012 and 2011 of Carnival plc,
at cost                                           (2,923 )        (2,851 )
                                                              
Total shareholders' equity                        24,193         23,832 
                                                              
                                              $   39,082   $     38,637 
                                                              

The accompanying notes are an integral part of these consolidated financial
statements.



                          CARNIVAL CORPORATION& PLC

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (UNAUDITED)

                                (in millions)



                                     Nine Months Ended
                                      August31,
                                   2012         2011
OPERATING ACTIVITIES            
Net income                       $  1,205   $  1,695 
Adjustments to reconcile net
income to net cash provided by
operating activities            
Depreciation and amortization       1,135      1,137 
Ibero goodwill and trademark
impairment charges                    173          - 
Unrealized gains on fuel
derivatives, net                      (12 )         - 
Realized losses on fuel
derivatives                            12          - 
Share-based compensation               30         39 
Other, net                             38         42 
Changes in operating assets and
liabilities                     
Receivables                           (54 )      (118 )
Inventories                             7        (36 )
Insurance recoverables, prepaid
expenses and other                     34         39 
Accounts payable                       (4 )        17 
Claims reserves, accrued and
other liabilities                    (103 )       (68 )
Customer deposits                      15        269 
                                             
Net cash provided by operating
activities                          2,476      3,016 
                                             
INVESTING ACTIVITIES            
Additions to property and
equipment                          (2,164 )    (2,435 )
Insurance proceeds for the ship       508          - 
Other, net                             56         25 
                                             
Net cash used in investing
activities                         (1,600 )    (2,410 )
                                             
FINANCING ACTIVITIES            
(Repayments of) proceeds from
short-term borrowings, net           (270 )       165 
Principal repayments of
long-term debt                       (753 )    (1,021 )
Proceeds from issuance of
long-term debt                        946        990 
Dividends paid                       (584 )      (474 )
Purchases of treasury stock           (69 )      (288 )
Other, net                             (7 )        20 
                                             
Net cash used in financing
activities                           (737 )      (608 )
                                             
Effect of exchange rate changes
on cash and cash equivalents          (21 )         3 
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