New York, November 29, 2012 -- Moody's Investors Service assigned an A3 rating to Carnival Corporation's ("Carnival") proposed five year $500 million note draw down from the company's debt shelf previously rated (P) A3. Proceeds from the proposed notes are to be used for general corporate purposes, including refinancing upcoming scheduled debt maturities. At the same time, Moody's affirmed the company's A3 senior unsecured debt rating and Prime-2 commercial paper rating. The outlook for Carnival's ratings is stable. The proposed notes are guaranteed by Carnival plc and are pari passu with all of Carnival's existing and future senior unsecured indebtedness.

RATINGS RATIONALE

The affirmation of Carnival's A3 senior unsecured rating reflects Moody's view that Carnival's margins and credit metrics will rebound from the negative impact of the Costa Concordia incident (January 2012) as pressure on net revenue yields continues to abate and better net revenue yield environment emerges in 2013.

Carnival's A3 rating is supported by its large scale and significant geographic and brand diversification, along with the favorable value proposition of cruise vacations in general. These attributes, along with the significant barriers to entry that characterize the cruise industry, have historically enabled Carnival to achieve significant operating margins of between 15% and 20%. Also considered is what we believe to be a conservative financial policy, and reduced capacity expansion plans for Carnival and the cruise industry overall which should translate into improved industry pricing and higher levels of free cash flow.

Key credit concerns include use of free cash flow to fund a recently announced special dividend, our expectation that margin pressure will continue over the next 12 -- 15 months as a result of weak economic conditions in Europe, and the capital intensive nature of the cruise industry. The use of free cash flow to support the special dividend is a credit negative given our concern that the weak global macro-environment could adversely affect Carnival's ability to raise cruise prices. Nevertheless, early booking trends for 2013 suggest net revenues yield will grow in the low to mid single digits.

The stable rating outlook reflects our expectation that the pressure on Carnival's profitability caused largely by the Costa Concordia incident will abate, industry pricing power will benefit from slower capacity expansion and a better net revenue yield environment will emerge in 2013. In 2013, assuming net revenue yield growth of 3%, we expect retained cash flow to net debt and EBIT/interest will remain around 28% and 5.0 times, respectively. Carnival's ratings could be downgraded if it appears likely the company will not be able to achieve and sustain retained cash flow/net debt around 25% and EBIT/interest at 4.5 times.

The principal methodology used in rating Carnival was the Global Lodging & Cruise Industry Rating Methodology published in December 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

Carnival Corporation and Carnival plc (collectively, "Carnival") own the world's largest passenger cruise fleet operating principally in North America, Europe, and Australia under brands including Carnival Cruise Lines, Holland America Line, Princess Cruises, AIDA Cruises, Costa Cruises, P&O Cruises among others. Headquartered in Miami, Florida, U.S.A. and London, England, Carnival Corporation and Carnival plc operated as a dual listed company.

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Peggy Holloway VP - Senior Credit Officer Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Kendra M. Smith MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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