Welcome to the Carnival Corporation third quarter earnings conference call. It is my pleasure to turn the conference over to Mr. Howard Frank, Vice Chairman and Chief Operating Officer. Please go ahead, sir.

Good morning, everyone. With me in Miami this morning is David Bernstein, our Senior Vice President of Finance and Chief Financial Officer; and Beth Roberts, our Vice President of Investor Relations. Micky Arison is also on the call and is traveling and over on the other side of the Atlantic, right now. And Micky, of course, is our Chairman and Chief Executive Officer. I am going to turn the call over to David Bernstein. David will take you through the third quarter and provide some color on exactly how it came down. David?

Thank you, Howard. I'll begin the call by reading our forward-looking statement. During this conference call, we will make certain forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties or other factors, which may cause the actual results, performances or achievements of Carnival to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. For further information, please see Carnival's earnings press release and its filings with the Securities and Exchange Commission. For the third quarter, our earnings per share was $1.65 compared to $1.67 for the prior year. Our EPS for the third quarter came in above the midpoint of our June guidance by $0.08 per share. This was driven primarily by three things. First, lower than expected fuel consumption worth $0.02 per share, as our brands continue to find ways to operate their ships more efficiently. Second, lower than expected SG&A worth $0.03 per share of which $0.02 is timing and is expected to reverse itself in the fourth quarter. And lastly, a final insurance settlement related to the damage done to our port facility in Cozumel by Hurricane Wilma in 2005 worth $0.02 per share. By the way, this facility is expected to reopen next month. Looking more closely at our third quarter operating results versus the prior year, our capacity increased 8.8% for the third quarter with the vast majority of the increase going to our European brands. Our European brands grew 24%, while our North American brands grew 1.5%. Overall, net revenue yields in current dollars increased 1.4% in the third quarter versus the prior year. Now, let's look at the two components of net revenue yields. In our net cruise passenger ticket yields, we saw yield improvement of 5.2% in current dollars and 2.2% in…

Thank you, David. Before I provide some early color on the 2009 booking patterns, let me comment briefly on the balance of this year, essentially the fourth quarter. During the quarter, we will take the delivery of the Ruby Princess, which will have its first revenue sailing in November out of Fort Lauderdale to the Western Caribbean. The ship Ruby is booking well, as are most of our Caribbean programs this fall. At this point, there is very little inventory remaining to be sold in the fourth quarter. We expect local currency revenue yields for the fourth quarter to increase in the 0.5% to 1.5% range, slightly lower in that range from previous estimates with continued Caribbean strength offset by lower onboard revenues and weakened ticket prices in Europe, primarily in Spain, as David touched upon. Fourth quarter operating results will also benefit from forecasted lower fuel costs, partially offset by the weakening of the euro and sterling currencies. As commodity fuel prices have declined over the last two months, bunker fuel prices have also declined but not to the same degree. It is difficult to know where the bunker pricing will eventually fall into its historical range relative to commodity fuels. But if it does, bunker pricing could fall further from where it is today. However, as David mentioned, for current forecasting purposes, we are pricing bunker at current spot prices. As a result of the three major hurricanes this fall, we have had several ship disruptions, including the recent disruption for two of our Carnival ships in Galveston. Our Q4 guidance includes a couple of pennies per share for these hurricane related issues, sort of the costs and lost revenues as well. Taking all of the above factors into consideration, we currently estimate fourth quarter results will be…

(Operator Instructions). The first question comes from the line of Robin Farley with UBS. Please proceed.

Thanks. I wonder if you could give a little bit of color about onboard. I mean we see it was down slightly in the quarter, but are you seeing that across all brands? I think previously you talked about it being mostly, I think, of Carnival and Costa brands broader market. I wonder if you could update us on the trends you are seeing there now, and then I have got another question after that.

Yes. I will turn it over to David.

Sure. Robin, we are seeing the weakness, as I said, across most of our brands in North America and in Europe. As we mentioned before, we are seeing reductions in bar. We are seeing it in the casino. We are seeing it in art auctions. We are still seeing an uptick in [ShoreX] and spa. So there are some pluses and minuses, but overall it is down across most of the brands.

When we say it is down, it is down really very modestly, I think in the 1% range or something. I mean, it is really down modestly.

For the third quarter, I had mentioned that the real year-over-year decline was 0.8%. In the second quarter, apples-to-apples, it was only 0.2%. So we are talking about very modest declines.

Remember, when we gave guidance at the beginning of the year, we assumed, as normally happens, that we would see increases in onboard, which typically happens every year. We did not see those increases. So, certainly from the standpoint of where we thought we would be, we are not getting there.

Okay, great. Then, when you gave your outlook for the first half of '09, and I realize it is still early, but you talked about ticket prices at higher levels, but occupancies slightly below. I seem to recall that last year it was the opposite, where the bookings were ahead in volume, but lower in price, and then as you get closer, you would see that reverse a little bit. Is that a function of what you are doing with pricing or is it a function of something on the consumer side normally where you would be with volume and prices, it sounds like it is a slightly different outlook than last year?

I think it is probably a combination of both. I think to some degree; and it is hard to know, it is hard to measure that; our brand managers believe they can capture higher yield even at a lower booking pace because demand is still strong enough to still get there by the end of the quarter. So from a yield management standpoint, they are sticking with their higher prices at the expense of somewhat slightly lower demand in the belief that they can still capture higher pricing, higher yields in 2009. Now, to some degree, some of that may be because of the economies in both North America and Europe there is a little bit of a slowdown. It is hard to know. The slowdown, albeit, is at higher price points that we have out there. So it is also possible that if we continue to see it slow further that we will have to take pricing down. Right now, we are trying to hold onto as much pricing as we can going into 2009.

Okay, great. Thank you.

The next question comes from the line of Tim Conder. Please proceed.

Thank you. Just a couple of items here. Howard, you were alluding to it a little bit there, but have you seen the booking window, anyway to quantify any changes in the booking window over the last 90 days, and in particular, commentary from bookings that you are seeing out of the UK, and then, separately continental Europe?

Well, when I gave you the trend in bookings, Tim, it was really a six-week trending, which we do to see what is more recently been going on. Quite honestly, our view is it is remarkably pretty solid on both sides of the Atlantic. In the UK, we are holding price. Remember, the UK, while the economy has softened considerably, the P&O brand, which is our main brand in the UK, their market is largely older British passengers, many retirees, in fact, their long cruise, their world cruise that just opened up for 2010, they got an enormous number of world cruise bookings this week. It is amazing and they were surprised. So that market is more immune to the slowdown in the British economy because these are people that are in retirement, they are close to retirement or wealthier people who were taking longer cruises and P&O historically has had very good performance in these down markets. So they are doing fine and they are holding price, and even if it is at the expense of taking late bookings because both in the UK as well as in Europe with Costa, we are finding that the sense on in both areas is that while the consumer is delaying their vacation decision that they ultimately are stepping up and taking their vacations and booking their cruises, but at later dates. So, late bookings are holding up well both in the UK, as well as in continental Europe with Costa, if that answers your question.

Yes, because I think you said that a year ago, in general, and you mentioned this with the P&O cruises that that brand had booked out about 10 months historically versus the overall corporate industry average of six months. So, as I understood your response right that your P&O cruises in the UK are still holding up very well, but potentially seeing a little bit of tightening of that window, as people are booking a little closer and the same thing for Costa, is that correct?

I think P&O this year is taking a little bit different approach to their yield management with a goal objective of capturing more yield. Last year with the delivery of the Ventura, I think they were more concerned about, with that significant increase in capacity, of filling up the Ventura and filling it up earlier, so they put out pricing that they thought in retrospect. You always do that. It is really a little bit of a guessing game when it comes to a new ship focusing on a little bit different part of the British market that you are going to get your pricing out there early, your lower pricing. So I think they are trying to capture some higher pricing at the expense of booking at a little bit slower pace.

Okay. Then, secondly, maybe more of a question for Micky here, Micky, two parts to the new build outlook here, any change in the competitive landscape, better or worse as a result of [STX] of Korea fully acquiring [Aucker]? Then, on the dollar-euro exchange rate, at what level threshold does it start to look a little more attractive to consider maybe reallocating some of the new build capacity to a dollar denominating market? So, what threshold level does it start to peak your interest more of the dollar-euro rate?

It is very hard to pin a rate to that. I think we are in constant discussions. We are constantly looking at that, looking at potential returns. Obviously, even fuel prices have an effect on how we look at that because we use current fuel prices on doing our return data. So there are too many moving pieces just to isolate one piece and say there is a target on one piece. I will say that with the situation now with the yard is pretty volatile right now and a lot going on, but I do not think our position has really changed dramatically from where we were last quarter. I think it is still pretty challenging to do new building projects. It is not just euro-dollar exchange, it is a lot of things. Commodity prices, steel prices have had a major impact. If predictions of a global economy slowing are correct, the container business, for example, slows, demand for container ships slow that could have a major impact on yards around the world and could bring prices in. So we will see. Right now, I would say that nothing has really changed from 90 days ago despite all the volatility.

Okay, great. Thank you, gentlemen.

The next question comes from the line of Steve Wieczynski with Stifel Nicolaus. Please proceed.

Yes. Good morning, guys. Just a couple questions. First, I do not know if it is too early to tell, but have you looked in terms of fuel supplements and either you pushing them back at all?

I think we have tried to make it clear in the press release that the fuel supplements, assuming fuel stays the same as when we did the press release consistently for the rest of '09, we will have recovered through that supplement only 25% of fuel increases for '08 and 43% for '09. So we are still only recovering a very small amount of the cumulative fuel price increases, and therefore, I would expect them to be around awhile. Obviously, if fuel prices continue to drop at the kind of rate that they have dropped over the last quarter, I mean the middle of July they were at $147, so without predicting where fuel goes, if fuel stays at the same level, then we are still only at 43% recovery if we recover the full fuel supplement from every passenger.

Okay. Got you. Thanks. Then on the last call you basically said cancellation rates were almost zero or close to zero. Any change there?

There really has not been any significant change. The comments we made on the last call still hold true in terms of the cancellation rates just being up a tad.

Okay. Got you. Then, you said for the fourth quarter, your revenue guidance includes the impact from what you are seeing in Galveston. I think you said it was a couple cents. Have you seen many people cancel those cruises due to the change in port?

The couple of cents relate to all events, hurricanes 'A' through 'I'. I think it is very early to say. I do not know if, David or Howard, you have gotten any feedback, but it is very early to say whether there has been any impact.

I do not know. I suspect there might be a little bit, but not much. I mean, we moved the ship to Houston, which fortunately there was a pier available in Houston, so we can continue to operate. So I think certainly the local markets in Houston and Galveston, clearly, will be affected in that part, but the rest of Texas is okay. A lot of our business coming into Houston and Galveston is fly in business as well. So I think we will be okay.

Obviously, if somebody has lost a home, there is some likelihood of potential cancellation. So hopefully, we have got that all factored in a couple of cents, but time will tell. At least, we have a pier to operate in Houston. We are going to be back in Grand Turk starting October 8. So despite all the devastation, we should be back to business as usual pretty quickly.

Okay, great. Thanks, guys.

The next question comes from the line of Assia Georgieva with Infiniti Research. Please proceed.

Good morning, guys. Congratulations on excellent Q3 results. A couple of questions. Howard, maybe you can help me by providing a little more detail on the trends in the past six weeks in the North American market. Specifically when we look at the Bahamas and the short Caribbean the first time cruiser markets, it seems there has been some weakness there. Is that part of your yield management program of holding pricing or is it something that you are seeing in terms of the number of bookings and calls to make reservations?

I think on some of the short Caribbean programs, we have seen a little bit of weakness from the first time cruiser. Some of that could be hurricane-related. Typically, when those passengers who have never been on a cruise are more affected by the sense of hurricanes, the psychology of the hurricanes than people who are more experienced cruisers and many of the people that go on short cruises are first timers, and they see a little bit of an aberration. I think we are seeing a little bit of that, yes.

That is all factored into the yield guidance we have.

When you look at the short period here, the last few weeks and going into the next few weeks, when you have Category 3, 4, 5 hurricanes as the lead-in story on all the network cable shows and network news and front page of newspapers, we always see a slowdown, but when they get off the front pages, things tend to get back to normal. The other thing that we generally see, and having been around this a long time, is that after the Presidential Conventions and going into a Presidential Election, we generally see a slowdown as people focus in on the Presidential Election through the first week in November. I can say that in the 30 plus years I have been doing this, almost every four years we do see that as everybody is focusing on in who they are going to vote for. So the combination of those two things has played a role. Now, if you add in all the market turmoil, it is very hard to know what is causing what.

Okay. Micky, in June 2012, we should tell people to short the stock because of the next election?

No, more like September.

Okay. Thank you for that. My second question relates more to SG&A. It was down this quarter. It was down the quarter before on a unit basis even though you took delivery of a couple of ships. Should we expect that trend to continue and is the insurance recovery that is included in SG&A related to the Princess fire?

No, the insurance recovery that was included in SG&A was related to Hurricane Wilma and the damage to Cozumel back in 2005. That represented, as I indicated before, about net it was $0.02 a share. There was some tax impact. So it was more like $0.03 a share in the SG&A line. So that was the primary reason that SG&A was driven down in the third quarter. We have been tightening up on SG&A across all our brands. So, as I mentioned in the second quarter call, people were looking at their expenses and reducing them as a result of cost containment programs. At this point, we are not putting any guidance forward for 2009. As I mentioned overall, we did expect cruise costs to be flat for this year.

Okay. Thank you, David. Thank you so much.

The next question comes from the line of David Leibowitz with Horizon. Please proceed.

Quickly, what quarter next fiscal year, would oil prices be flat or even down if at oil remains at $95 a barrel?

David, basically, within our guidance for this year, in the fourth quarter we used, I think it was $594 per metric ton. At this point in time, of course, that includes actual essentially for September, which is above that number and it includes a projection for October and November of about $570. So at this point in time, the $570 projection for October and November is actually $3.00 below the 2008 full year cost per metric ton, which was $573.

This is a moving target and it is also bunker prices and the crack spreads. I did mention that the bunker prices did not fall as quickly as the commodity fuel prices we expect. Just recently, we did see the crack spreads fall a little bit more. That is not factored into the numbers, but also fuel prices went up. So you have got so many variables here, it is hard to know. I think at some point when we get closer to the; and maybe in the fourth quarter call and we have a better sense of, at least at that point, where fuel prices are; we will give a sense on a quarter-by-quarter basis as to how it measures up versus last year's quarter savings.

Okay. The second question, at what point does the dollar become strong enough that some of the capacity that you have committed to with the yards might switch over to a North American brand?

The capacity is committed to specific brands and it would be virtually impossible, but not impossible, to switch it from one brand to another. It is not something that is under consideration. I mean those ships are designed, the interiors are done already for the specific brand. As you know, brands design the interiors very differently. So we really do not have that much flexibility to do that. I know what you are thinking of because in the past we have signed contracts that allowed us to switch brands. All those contracts ran out. We have no brand switching contracts going forward.

Okay. Then if I could rephrase it, at what dollar to euro rate would you think to add additional capacity to North American brands?

I think I answered this question already, but it is really a function of when the dollar brand capacity can meet our hurdle rates and that that brand needs the capacity, as well as meeting our hurdle rates. That is not just a dollar-euro question, but it is a question of type of ship, prototype, sister ship, commodity prices, cost of fuel at the time, et cetera, et cetera. So you are asking a question of one element of a very complex web of moving targets. I can just assure you that when we can get the kind of returns, we target returns and our brands need the capacity that we will be moving at that time.

Okay. Rather than beat a dead horse, we have some older ships in some of your North American brand ships that are 15 to 20 years in service already. Would that dictate the desire for new capacity?

We have no ships in our North American brands that have lives, in my opinion, less than 10 years. Our older ship in our North American brand, I believe is the Fantasy where we are just now spending $50 million on an evolution of fun upgrades. Do we have any older?

The Holiday.

The Holiday.

The Holiday we have already announced is leaving and going to Iberocruceros. So taking the Holiday out --

And the Prinsendam?

Prinsendam is an unbelievably successful ship that we put $20 million in last year and is getting one of the highest yields of any of our ships in our fleet.

As are the Seabourn ships, which are approaching those ages, but I mean they are performing very well.

There is no ship in our fleet that I would say in the North American fleet that has less than 10 years of life in it.

Okay. Again, I am not trying to push a hot button. I was just trying to indicate that at a point in time new capacity comes on not just because you need capacity as much as trade-offs with existing capacity. So I, again, do not mean to hit a hot button issue with you.

That really is not an issue right now. The issue is whether that we are going to take a disciplined approach and whether brands that need capacity can meet the hurdle rates for a new building program, for a new building project. If they can, we will seriously consider it and negotiate a contract. If they cannot, we will wait.

Thank you.

The next question comes from the line of Mark Reed with Landsbanki.

Good morning. Two questions. The first one is just a quick one on share buybacks. Have you made any in the quarter and what is your thought on buybacks going forward? The second question is standing back a little bit, the major economies of Europe could well be in a recession in the next 6 to 12 months. You have got 8.8% capacity increase going into 2009 in Europe. At the moment, you seem to be holding price in the yield management system, which seems to imply that you are pretty confident in Europe demand, and that is a big capacity increase on top of one we already had this year going into a fast slowing economy, and when do you start to change the yield management in Europe?

Yield management is based on booking pattern, not based on the front page of the Financial Times. It is based on bookings. Right now, booking levels are pretty strong and that is how we make yield management decisions. Despite the fact that a country like Italy, for example, had a pretty rough economy this year, that Italians will take their vacations and Costa filled their ships at good yields and met their quotas in Italy. The only country, as Howard said earlier, that seemed to suffer from a slowdown in vacation travel from the standpoint of cruises was Spain. I venture to say that some of that is the fact that Spain really does not have well established brands. When you look in the UK and you look at P&O and Cunard and how powerful those brands are, they did well regardless and Costa in Italy and Aida in Germany, but we and some of our competitors are trying to create and build brands in Spain and building a brand takes a little time. So, we are very confident in the capacity increases that we have in Europe. We do not have any in Spain next summer, but we do have in Italy and in Germany and Costa and Aida are performing very well for us.

Thank you.

On share buyback, David?

Yes. Mark, on share buyback, we had announced we had stopped buying back the shares last December and we have not bought back anything since.

Your attitude to the future, will you continue to review that situation?

We always review the situation. Of course, in light of today's financial world and the credit market, we are not currently buying anything back.

We have also been very consistent that we have said that we intend to defend our A minus rating and we would only buy back on the basis of continuing to defend that A minus rating and we think in these times in particular that has proven to be very important and very valuable.

Thank you.

The next question comes from the line of Scott Barry with Credit Suisse. Please proceed.

I had just one question. Are you seeing any change in your air/sea mix and would you anticipate potential in the future that you would have to maybe partially subsidize there going forward?

I do not know that we have seen the change, but air/sea mix has been lower. Clearly cost of air has gone up and some of these long, exotic cruises that I talk about where business has been off, I think part of the reason is the higher cost of the air leg and the higher price point as result of it. I think that will ultimately get absorbed. I think that is going to be with us for a while, as long as fuel prices are at these levels.

Absorbing air costs has historically been to some degree a marketing decision and a yield management decision. That is just one of the various elements that marketing can use to market its product. There was a period of time that every cruise line offered free air. I mean that is just part of the marketing mix and each brand makes decision on how they do that in the context of how they do their marketing and how they do their yield management.

Great. You had mentioned I think on the last call you were seeing some relative strength in the short cruise market here in North America. Is that still the case? Are you still seeing some strength in the three, four, five day market?

What I said just a short few minutes ago, Scott, is that, just recently, probably the results of the hurricanes and all the other turmoil after the three, four and five day market has shown a little bit of softness, but we think that is typically not unusual in the fall with hurricanes, but that is just a recent development. I think the psychology of first time cruisers is more affected by hurricanes than it is for experienced cruisers and that short market is primarily a first timers market.

Okay, great. Thanks very much.

Just to clarify on the air/sea mix, it has been running up slightly higher this year, but that is really a function of itineraries as we move more capacity out to Europe.

Sir, the next question comes from the line of Joe Hovorka with Raymond James. Please proceed.

Thanks, guys. You commented that fuel is going to benefit you $60 million in the fourth quarter and foreign currency is going to be a negative $33 million, and there is a relationship between those two. Looking into '09, should we expect roughly half of the benefit of fuel being offset by foreign currency or should that relationship change a bit?

That is very hard to tell. We are not here to predict the movement in foreign currency and/or the movement in fuel prices. There have been, as you could look back historically, when one has benefited, the other has gone against us and there has been an inverse relationship there. The exact relationship and how much one offsets the other is very difficult for us to say or predict at this point.

FX is usually a smaller percentage, is that correct? Is that what the actual numbers have been the last couple of years?

It depends on the percentage movement in FX versus the percentage movement in fuel. Lately, like for instance in 2008, fuel prices have moved far more dramatically than FX. So the impact was substantially more than the FX impact. In 2007 over 2006, they were much closer to each other because of the percentage movement.

Okay, great. That is all I had. Thanks.

There are no questions at this time.

Okay, great. Well, thank you all for calling in and I think if there are any follow-on questions, you know how to get in touch with Beth Roberts. Everybody, have a good day. Thank you.

Ladies and gentlemen, that does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines. Have a great day, everyone.