Howard Frank – Vice Chairman and COO David Bernstein – SVP and CFO Micky Arison – Chairman and CEO Beth Roberts – VP, IR

Felicia Hendrix – Barclays Capital Robin Farley – UBS Rick Lyall – John W. Bristol David Leibowitz – Horizon Asset Management Assia Georgieva – Infinity Research Greg Badishkanian – Citigroup Tim Conder – Wells Fargo Securities Harry Curtis – Lazard Capital Markets Brian Egger – Affiliated Research Janet Brashear – Sanford Bernstein Kevin Milota – JP Morgan Ian Rennardson – Bank of America Sharon Zackfia – William Blair & Co.

Ladies and gentlemen, thank you for standing by. Welcome to the Carnival Corporation second quarter earnings call. (Operator instructions) As a reminder this conference is being recorded, Tuesday, June 22, 2010. I would now like to turn the conference over to Howard Frank, Vice Chairman and Chief Operating Officer. Please go ahead, sir.

Thank you Sarah. Good morning everyone. With me here in Miami is David Bernstein, our Chief Financial Officer and Senior VP of Finance; Beth Roberts, our Vice President of Investor Relations; and Micky Arison, our Chairman and CEO. I'm going to turn the first part of this all over to David, and he will take you through the color during the second quarter and talk about costs going forward. David.

Thank you, Howard. I will begin the conference call by reading the forward-looking statement. During this conference call, we will make certain forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and assumptions, 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 second quarter our earnings per share was $0.32. The second quarter came in above the midpoint of our March guidance by $0.04 per share, despite a $0.02 impact from the volcanic ash and the Chilean earthquake disruption. Net revenue yields in local currency came in at 2%, and the higher end of our March guidance, which was worth $0.02 per share, even with these disruptions which impacted yields by half a point. In addition, our ongoing cost reductions were better than forecasted and were also worth $0.02 per share. Now let us take a look at our second quarter operating results versus the prior year, our capacity increased 8% for the second quarter of 2010 with the majority of the increase going to our European brands. Our European brands grew 13% while our North American brands grew 4%. As I previously mentioned, overall net revenue yields in local currency increased 2% in the second quarter of 2010 versus the prior year. Now let’s take a look at the two components of net revenue yields. For net ticket yields we saw a yield increase of 1.6% in local currency. Our North American brands were up 3.8% driven by increases in Europe, Alaska and other exotic itineraries. Our European brands experienced 1.2% lower local currency ticket yields, which were in line with our expectation. Similar to the first quarter the declines were driven by challenging winter season in the Brazilian market, with significant increases this past winter. If you exclude the five ships that Costa Nibura [ph] had in Brazil in the month of March, the European brands net ticket revenue yields in local currency was flat. We were pleased with this performance given the economic uncertainty and the significantly higher capacity for our continental European brands. For net onboard and other yields, we reported a yield increase of 3.1% in local currency. The increase occurred on both sides of the Atlantic. Our North American brands were up 4.6%, and our European brands were up 3.2% in local currency. This was clearly better than had expected in our March guidance. Keep in mind that the second quarter actual is again easy comps as the second quarter last year was at the low point for on board and other revenue yields. As a result of our second quarter performance, the operating companies have raised their forecast for onboard and other revenue yield slightly for the back half of the year. On the March call, I indicated that excluding a couple of one-time first-quarter items, our expectations for the full year was flat given that the first quarter was flat. However, given the increase in the second quarter, our June guidance for the full year, also excluding the same one-time items in the first quarter, is an increase of approximately 1%. In summary, we were very encouraged by the 2% increase in net revenue yields in the second quarter, which was the first time we saw positive revenue yields since late 2008. As Howard will discuss later, we expect greater improvements in yields the reminder of the year. On the cost side, cruise costs per available lower berth day, excluding fuel and in local currency, were down 4.9% versus the prior year. The decline was driven by fewer dry docks, economies of scale relating to double-digit growth at certain of our brands, benefits from cost reduction programs, a low inflationary environment, and the timing of certain SG&A expenses. However, the strength of our revenue and cost performance in the second quarter of 2010 were once again masked by rising fuel prices. Fuel prices this quarter were 64% higher than last year, costing us $162 million or $0.20 per share. One final note on cost, as a result of our ongoing efforts to reduce fuel consumption, our fuel consumption per ALB day declined 3.3% in the second quarter, continuing our multiple year savings trend. Turning to our 2010 outlook, I will skip the net revenue yield outlook, as Howard will discuss that shortly. On the cost side, net cruise costs per available lower berth day for the third quarter, excluding fuel and in local currency are projected to be up 1% to 2%. This was driven by $39 million charge relating to a closed multi-employer pension plan for certain British officers. The multi-employer pension plan accounting rules require us to expense required participant contribution to fund plan deficit, when the invoices are received. : Since we first gave guidance for 2010 six months ago, we have taken a full percentage point of our cost guidance. Our ongoing cost reduction programs are yielding more savings than we anticipated in a variety of areas such as insurance, ports, and crew travel just to name a few. Based on the current spot price for fuel, fuel prices for the full year are projected to be $495 per metric ton for 2010 versus $363 per metric ton for 2009, costing an additional $440 million or $0.55 per share. So in the end fuel is driving our cost up and therefore in current dollars and including fuel, our costs are expected to be up 1% to 2%. At this point I will turn the call back over to Howard.

Thank you David. Okay, let me go over the tone of business with you. On a fleet-wide basis, booking volumes and pricing since our last earnings call, that is for the last 13 weeks or so. Covering the next three quarters have held up quite well. Even booking volumes for the last six weeks, during the significant downturn in global equity markets have held up well, although we have seen reduced booking volumes for certain itineraries, which I will comment on later. For our North American brands on slightly lower year-over-year booking volumes for the last 13 weeks, we have experienced double-digit price increases. Keep in mind our comparisons of this year's booking volumes are against a 26% increase in booking volumes for the same period as last year, when we were selling at deeply discounted prices to move our inventory. With respect to bookings per itinerary, during the last 13 weeks for North American brands we have seen strong volumes in pricing for Caribbean programs, which comprise 52% of North American brand capacity over the next three quarters. Alaska, which is 11% of our North American capacity on lower booking volumes have experienced significantly higher year-over-year pricing, and Europe itineraries, which comprise 9% of our capacity has also experienced lower booking volumes, but with significantly higher pricing as well. We have also seen stronger year-over-year pricing for our Mexican Riviera itineraries for the first time in a while. All of our North American brand itineraries have booked quite well during this 13 week period with good pricing. For our European brands during the last 13 weeks, booking volumes for the next three quarters have been quite strong with moderate year-over-year local pricing improvements. Booking volumes for European itineraries during the 13 week period, which comprise two thirds of European brand capacity during the next nine months, had been higher and are keeping pace with year-over-year European brand capacity increases. These bookings are showing moderate increases in prices on a local currency basis, which is quite satisfactory considering the large increase in European brand capacity during the next nine months. So looking back over the last 13 weeks, it is fair to say that demand for cruises has been solid, and we have continued to achieve higher year-over-year price increases. Now let me talk a little bit about the last six weeks, beginning in early May the effect of the volcanic ash issue in the UK and Western Europe did cause nervousness about air travel, particularly for North American consumers taking airline flights across the Atlantic. Compounding this was the European sovereign debt crisis and the resultant negative effect it had on global equity markets. Indeed, from late April to let May, US equity markets as we all know were down about 12% or so. We believe this caused consumers, especially those in North America, to rethink their discretionary travel decisions. But even with these events, fleetwide bookings for the last six weeks for our cruises over the next three quarters continue to run ahead of last year on a fleetwide basis, significantly ahead for Europe, France and just slightly behind for North American brands and prices for bookings for North America and Europe brands continue to be running nicely. Looking at bookings over the last six weeks by major trades for North American brands, Caribbean itineraries, which are more than 50% of North American capacity over the next nine months continue to be strong at higher prices. Bookings for Alaska cruises, however, ran behind the last six week period, but at substantially higher prices. But fortunately there is very little Alaskan inventory left to sell. Bookings for North American brands Europe programs were also lower, but there was also not much inventory left to sell in Europe for the remainder of the year. Despite the brief slowdown in these trades, we're still expecting significant year-over-year price improvement for Alaska and Europe for 2010. We have seen anecdotally over the last couple of weeks with the recent strength in the equity markets that demand in North America for these trades have started to pick up. Interestingly, the effect of these external events seems to have been felt more in North American markets than in European markets. Our European brand bookings during the last six week period had held up extremely well with significant improvement in booking volumes and solid improvement in year-over-year local currency pricing. This is yet another example of how the European consumer appears to be more resilient to geopolitical and economic events than is their American counterpart. So to sum this all up, despite the events that have occurred around the world over the last six weeks, people are still booking their vacations and our business has held up quite well. Now turning to our full-year earnings guidance, as we indicated in the press release we are maintaining earnings guidance of $2.25 to $2.35 a share. Since our first quarter guidance, currency movements, largely the result of the strengthening dollar, net of lower forecasted fuel prices for the second half of the year have caused a 7% per share downdraft in our earnings. Offsetting this has been the better than forecasted second quarter earnings of $0.04, and another $0.03 resulting from lower than expected costs in the second half of the year. When we combine these moments we get back to the same earnings guidance as we provided last March. Now let me take you through some of the color for each of the next three quarters. For the third quarter fleetwide capacity is 6.2% higher than last year, 3.7% in North America, 8% for Europe brands. At this point with very little inventory left to sell in the quarter, fleetwide capacity is slightly ahead, or fleetwide occupancy, I should say, is slightly ahead year-over-year with local currency pricing well ahead. The North American brands during the quarter had 41% in the Caribbean, 25% in Alaska, 17% in Europe. Overall pricing for North American brands is well ahead of last year with slightly better occupancies. Even pricing for Mexican Riviera cruises out of California, which has been a struggle for us over the last couple of years to showing nice improvement. We're expecting that third-quarter ticket pricing for North American brands increase in the low double-digit levels by the time the third quarter closes. For European brands there are 97% in European itineraries in the third quarter. Currently pricing for Europe brands is slightly higher year-over-year, which is a very positive sign given the 8% capacity increase in our European fleet during the quarter. All brands are performing well, although pricing for our Spanish cruise brand, Ibero Cruises, which had a 37% increase in capacity in the quarter is expected to be lower. By the time the quarter closes out, we're expecting European brands pricing to be flattish year-over-year, which is a very good result, given the 8% increase in capacity. As I indicated in the press release, or as we indicated in the press release, we are forecasting third quarter fleetwide revenue yields will increase in the 5% to 6% range on a local currency basis, flat to up slightly on a current dollar basis. Costs, excluding fuel, are expected to be higher by 1% to 2% on a local currency basis largely as a result of the British officer pension fund charge that David referred to earlier. On a local currency basis, costs excluding fuel are expected to be lower in the 2% to 3% range. Fuel costs for the third quarter is expected to be higher by $74 million year-over-year, or $0.09 a share, and as we indicated in the press release, earnings are forecasted to be in the range of $1.43 to $1.47 for the quarter versus a $1.33 in the third quarter of 2009. So it is nice to get back to positive earnings improvements on a quarterly basis. Now turning to the fourth quarter, fleetwide capacity is up 6.1% in the quarter, 1.7% in North America and 10.6% in Europe. One an overall basis, fourth-quarter occupancy is slightly lower with local currency pricing running nicely higher. North American brands in the fourth quarter are 50% in the Caribbean, with all other itineraries individually below 10%. At the present time, pricing is running nicely ahead year-over-year with lower occupancies. However, booking volumes for the fourth quarter for North American brands continue to be strong, and by the time the quarter closes we are expecting pricing to be nicely higher year-over-year. European brands were 73% in Europe in the fourth quarter with all other itineraries individually under 10%. Europe itinerary pricing on a local currency basis is nicely ahead of last year with slightly better occupancy. Bookings continued to be strong for the fourth quarter, and we are forecasting that by the time the fourth quarter closes, Europe brand local currency pricing will be higher year-over-year, which is a very good result, considering that 10% plus capacity increase that we had during the quarter. On a fleetwide basis, we expect fourth-quarter revenue yields to be up approximately 3% on a local currency basis. That is combining Europe and North America, and I should add it is nice to see a positive sign for European pricing, which we haven't had in quite some time, and that is despite the considerable increases we have had in capacity, which has been absorbed quite nicely. And we have been able to expand our markets at the same time in Europe. So now I'm going to turn to the fourth-quarter of 2011, where our fleetwide capacity is going to be up 6.6%, 3.8% for North American brands and 11.7% for European brands. Let me emphasize that the first quarter booking data is still in the early stages of development, and it is provided to give you a picture of how the quarter is shaping up at the present time. Overall, first quarter pricing is running higher on a year-over-year basis with occupancy running slightly behind. This is a pattern that is similar to the fourth-quarter for 2010. North American brands are 66%, and the Caribbean 11%, and Mexican Riviera cruise is the balance in all other itineraries. Presently Caribbean pricing is slightly higher on lower occupancies, and Mexican Riviera pricing is higher on higher occupancies. Pricing on virtually all other itineraries, mostly longer premium price cruises is higher on lower occupancies. European brands are 25% in European itineraries, 23% in the Caribbean, and 18% in South America, with the remaining in various other itineraries. Local currency pricing for Europe and South America cruises is running higher on lower occupancies, and pricing for European brand Caribbean cruises is higher on higher occupancy. Overall pricing in local currency for European brand cruises is nicely higher at this time, with occupancies when you combine it all are at the same level as the prior year, and that is adjusted for the 11.7% capacity we had in the first quarter. Again, I caution, this is an early picture for Q1 of 2011, and not to read too much into this information. And with that Sarah, I'm going to turn back to you for questions. Thank you.

(Operator instructions) And our first question comes from the line of Felicia Hendrix with Barclays Capital. Please proceed. Felicia Hendrix - Barclays Capital: Hi, good morning, guys. Quick two questions for you, first, Howard, you gave us great color on the third, fourth and first quarter. I just wanted to talk about the fourth quarter for a moment. I was just wondering, at this point in time, are you surprised that the occupancy is lower year-over-year or is that trending how you expected, and how has the booking pace trended through the quarter since the second quarter has closed?

I mean, we are now – we have been running this lower occupancy, and actually have been pricing lower. I think principally what is happening is that there the yield – and it varies by brand, but the yield management people are working on getting stronger pricing for the quarter. They are less concerned about the lower occupancies. The booking pace has been good for the fourth quarter as I indicated. So they are pretty confident that they are going to get to the yield numbers that I gave, and they feel pretty good about the situation. I think there was a little bit of a hiccup, I would call it, if you refer to time back in May, and I think the pace has now picked up again, and I think they are feeling pretty comfortable as they go forward for the fourth quarter. But we were running behind in the fourth quarter. Really, as I can recall, I think throughout the year, and we never really pressed to pick up the pace because we were really focusing on getting better pricing, and that seems to be happening. Felicia Hendrix - Barclays Capital: Okay, that's good. And then just turning to…

There is one more comment, I should add that bookings pace has picked up for the fourth-quarter without having to give away any price. So we have been able to – it has been a successful strategy. Felicia Hendrix - Barclays Capital: Good. And then just on onboard spend, I was just wondering if there has been any impact since the end of the quarter given the macro environment, and what has been the most recent onboard trends that you have seen?

I will David talk to that.

Yes, since the end of the quarter, Felicia, you know, here at corporate we don't get all the detailed reports by voyage, by brand. So, the latest information I have is as of the end of May for the second quarter. Overall, essentially all of the categories except for casino was up in the second quarter, and we're expecting that trend to continue throughout the rest of the year. Felicia Hendrix - Barclays Capital: Okay, that's helpful. Thanks, guys.

Thank you. And our next question comes from the line of Robin Farley with UBS. Please proceed with your question. Robin Farley - UBS: Thanks. I just wanted to clarify, in your guidance, you talked about onboard revenues coming in a little bit up for the year, which is better than the flat that you had talked about previously, but your total yield guidance is unchanged. So I guess, just want to clarify should we think about the implied guidance on ticket prices being the same increase as what you had previously expected or is it slightly lower? In other words, is it enough to be a rounding error or is there an implied less of an increase in ticket price?

Yes, Robin, it is really just the rounding error. And remember, when you give guidance, you know, in a range of 2% to 3% you can go up by 0.1 or 0.2, and you don't necessarily change your whole range. So it really is just rounding. Robin Farley - UBS: No, that's great. I just wanted to clarify that. And then also on the pension charge you are talking about in Q3, just to clarify, that is in your full-year EPS guidance today, but was not in there previously, right? In other words, is that –?

No, no. That had always been in our EPS guidance since December. It may have changed by a million or two, but it has been there since the beginning. We expected it all along. Robin Farley - UBS: Okay, that's helpful. Thank you.

Thank you. And our next question comes from the line of Rick Lyall with John W. Bristol. Please proceed with your question. Rick Lyall - John W. Bristol: Hi, guys. I have a couple of questions. Post Katrina, the Gulf of Florida pretty much stopped booking and I am wondering what the trends have been in the Gulf in terms of domestic demand. And the same kind of question in southern Europe, have you seen any material impact in demand from either of those two regions given some of the events that have transpired?

Rick, I'm not sure I understand your southern European question, other than fortunately we don't carry a lot of Greek passengers. The Gulf cruises have been virtually unaffected by the spill. We are operating and passengers are not even aware of it. The ships are navigating around it. There might be a slight increase in fuel consumption, because we had to navigate around what may be the worst areas, but the ships are being inspected every time they return to the US. We haven't had to clean a haul once, yet, we have seen no slowdown in booking pattern. Clearly we are offering an outstanding vacation option for people in that region, and one that they don't have to concern themselves with the spill during their vacation. We are, in an attempt to try to help the region, we are encouraging on Carnival’s website people stay a day or two before and after the cruise in the region to try to kind of stimulate tourism in the region. But from our point of view it hasn't affected business at all. Rick Lyall - John W. Bristol: Okay, southern Europe, I was thinking about Italy. We know Spain has been weak, but I was wondering about Italy, Greece, et cetera?

No, I mean in terms of those markets. They have been fine. They have been solid all the way through. We haven't seen any discernible change in demand in continental Europe.

Remember, we took a delivery of an AIDA ship this winter. We took delivery of a Costa ship this winter, right after two ships last spring from Costa, and we have absorbed that capacity with no deterioration of yield. So, Europe is performing I would say fantastically. Rick Lyall - John W. Bristol: Okay, last question for David. Given the very, very low bond yields available today, any thoughts about refinancing debt early or moving anything around with the current spreads?

Rick, we always look at that, but fortunately for us we have a significant number, I think right now we have seven export credits available to us going forward that are at even lower yields, and lower interest rates than most bonds. So we're in very good shape. We don't have any financing needs, but we do consistently look at that on an ongoing basis. Rick Lyall - John W. Bristol: Okay, thanks very much. Good job, guys.

Thanks.

Thank you. And our next question comes from the line of David Leibowitz with Horizon. Please proceed with your question. David Leibowitz - Horizon Asset Management: Yes, the advanced bookings on the balance sheet show that they are up 25% year-over-year. And the question is how much of that is pricing, how much of that is going further out on the calendar, and how much of that is the additional capacity that has come on-stream this year?

As you have asked the question David, David Bernstein is going through his book now to see if he can give you some direction.

I think you are looking at year-end versus third quarter…

It depends on what you are measuring…

What are you measuring against David?

Year-over-year? David Leibowitz - Horizon Asset Management: I am using the 3.2% versus the 2.6% that shows up on the balance sheet that was reported today. I apologize; it is year-end.

Part of that is seasonality is one.

Remember, as we get bigger and this is an important factor that everybody has to understand, as we get bigger and bigger and bigger in our European brands, this will become more and more seasonal. And so, our advance ticket deposits at the end of the second quarter is always going to be significantly higher than at the end of the year. I mean, it is just the way the business is going to be, and the reality is as we grow the European brands, you can expect lower earnings in the first quarter, and more earnings in the third quarter. It is just going to be a more seasonal business because the European business is so seasonal.

David, if you want to compare back to the prior year, it is 3.2 today, it was 2.9 a year ago in May, and we got hurt a little bit on FX rates because the dollar did get stronger, and remember that was more than offset by the capacity increase, and then of course the big difference was the pricing increase, because the prices that we are getting today for the back half of the year are up considerably versus the prior year. So those are the big swings, and it nets to an increase of almost 400 million. David Leibowitz - Horizon Asset Management: And my second question has to do with new build and your domestic brands. At what point do the domestic brands get the incremental attention given how much of their capacity are 20 to 30 years old at this point?

(inaudible).

We don’t have any. I am sorry, but the age of our fleet is much younger than you characterize, the only thing I would say is that we have two very large ships on order for Carnival cruise. I think we have two very large ships on order for Princess. We have said that going forward ’13 and beyond that our CapEx will be lower – significantly lower than it has been in recent years, probably 2 to 3 ships a year. And that is what you can anticipate.

We also have the Nieuw Amsterdam being delivered for Holland America later on this month, and next year at this time a new, a third in a series of Seabourn ships to the North America, principally the North America.

We have plenty capacity coming for the North American brands.

I think the oldest ship in North America is 1988, 22 years old. Yes.

About 20 years old. We don’t have many of those.

Yes. David Leibowitz - Horizon Asset Management: Okay.

Thank you. And our next question comes from the line of Assia Georgieva with Infinity Research. Please proceed with your question. Assia Georgieva - Infinity Research: Good morning, guys. One question, given that North American, especially Carnival brand, pricing seems to be driving Q3, could you comment on the threatened price increase back in March and how far along relative to that figure of up to 5% Jerry [ph] has been able to get pricing to?

Well, I think the way to answer your question is I think that strategy brought forward some business, which is a logical conclusion of that kind of marketing strategy that people would book earlier to take advantage of the lower pricing before the price increase. So I think that worked very well and as far as I know all the pricing that was taken at that time has held.

Assia, did you make the comment and I am not sure I heard you right that the Carnival brand was driving the pricing improvement in the third quarter.

Yes, she did. Assia Georgieva - Infinity Research: Well, I think relative –.

And I think all brands, all North American brands, all the major North American brands Holland America, Princess, their pricing is also nicely up. Assia Georgieva - Infinity Research: And Howard you are right.

Okay.

That is just a clarification. Assia Georgieva - Infinity Research: I'm sorry that I did say that. The Carnival brand pricing will be actually what will be driving Q3, but what I meant more was that North American brands, and especially the Caribbean, would be helpful and I think, in Q3, you only have or mostly have Carnival with a little bit of Princess in there. So my expectation had been that the Carnival brand's price increase is a significant factor to Q3 yields and bookings.

I think as Howard stated it’s pretty much across all our North American brands.

Yes, Carnival, there are all up nicely –

Including Carnival –

You have to remember that as we said on the prior call, we said Europe bookings for the North American brands and Alaska bookings for the North American brands pricing wise was very strong, particularly during the wave period. Assia Georgieva - Infinity Research: Well, it is good to hear that, especially on Alaska. We know the whole fiasco there. So thank you very much for answering. That was my only question.

Thank you.

Thank you. And our next question comes from the line of Greg Badishkanian with Citigroup. Please proceed with your question. Greg Badishkanian - Citigroup: Great, thanks. Did you guys notice any pickup in cancellations when the equity markets began to decline in late April or is it pretty consistent?

Pretty consistent. We didn’t see any discernible increase.

What we tended to see and Howard I think mentioned it in his notes is that our premium North American brands tend to be more sensitive, and longer cruises, more premium and luxury type cruises, and to be more affected by market volatility and gyrations, and so in the month of May we felt some of that.

It didn’t – everybody seem to be asking these questions about Europe but it didn’t seem to impact Europe at all. Greg Badishkanian - Citigroup: Right, which kind of leads me to a question just on the differences in the consumer in Europe versus North America, when the negative news lines hit and you know stock market was declining, you saw more of an impact in the North American consumer. Were there any other kind of differences between the two types of consumers?

I think the European consumer is a – it’s a much more stable consumer. It doesn’t have a lot of consumer debt. There is not a lot of consumer debt there, there are not a lot of credit card debt. There are strong social systems that support the Europeans. So in a way they, the whole psychology is the vacations are really right at the top of their list of priorities or how they spend their money. So I think it is a very different consumer and their behavior is different, and I think this is another way of seeing how it is manifested. It’s really very interesting, especially when you talk about the whole sovereign debt crisis and we talk to our colleagues in Europe and they’re all concerned about it, but they didn’t see it affect their business that much, which is, I mean, the consumer, the day-to-day consumer or the market doesn’t really think that much about it.

What’s interesting is even during this period when the market was falling, the onboard revenue yields were even up more in North America than they were in Europe. I had indicated that was up 4.6% for North American brands in the second quarter and 3.2% for the European brands. So despite what was going on people were still out there spending. Greg Badishkanian - Citigroup: All right, interesting. Thank you.

Thank you. And our next question comes from the line of Tim Conder with Wells Fargo. Please proceed with your question. Tim Conder - Wells Fargo Securities: Thank you and, again, congrats on great execution, everyone.

Thanks. Tim Conder - Wells Fargo Securities: A couple of – two questions here. Micky, on the last call you talked about the letters of intent for the two Princess ships, and then you said that those would be finalized very shortly, which they were. And then you said at that point in time that behind that, you really had nothing material in discussions in the pipeline. If you could update us on that statement, that is question number one, and then question number two is just kind of looking out a little bit more, the North American ECA, the new fuel standards, how do you guys feel about your ability to deal with those as they start to phase in, I think, in the middle of 2012, and the potential impact on your fuel costs?

I am going to take a pass on the first part of your question and kind of defer to my 2 to 3 years starting in ’13 and kind of leave it at that. Tim Conder - Wells Fargo Securities: Okay.

ECA, as far as ECA is concerned Tim, you know, we did disclose in our 10-K that for 2012 the impact on our fuel costs would be somewhere in the range of $50 million to $70 million, which took into account not only the North American ECA, but other rules and regulations around the world.

Tim, on the ECA issue, I think a large part of those costs are related to failings in Alaska and to some degree Hawaii. We don’t have that much capacity in Hawaii, and we’re still working to see if we can get some deferral of the implementation of the ECA in those waters. I don’t know if we will successful but it’s something we’re working on. Tim Conder - Wells Fargo Securities: Okay, and I guess…

But greatly (inaudible) effect that David talked about. Tim Conder - Wells Fargo Securities: Okay. That was the root of my question is over the year-to-date here, has anything changed where you feel that that cost impact would be lower. And I noticed that recently also Costa announced that a ship that is currently visiting, I think, the Canadian New England itineraries will not be returning, I think, in '11 or '12. So you are working more on the deferral side, and anything I guess internal from – whether that would be scrubbing technology or change in some potential engine types or anything like that?

Well, it gets very complicated but there is the whole concept of reducing consumption or equivalencies if you will of other ways of saving or having less pollution in the eco-zones. And by the way relative to the St. Lawrence Seaway, we’re also working with the Canadian authorities, local Canadian authorities to see if we can get some help in that area, but it gets to be very complicated. We are working. We are trying to mitigate it to the extent possible. So hopefully what David has given you is the worse – is the worst-case thesis, and hopefully it will be less than that. Tim Conder - Wells Fargo Securities: Okay.

And I think as far as new technologies and things it’s more of a longer-term strategy, and the shorter term is the deferral and reduced fuel consumption which we continue to work on.

And we’re also working on the scrubber technology but that’s not with a whole lot of success yet, but I think it’s – we are still working on it. We are working with a number of companies in the area, as are many of our competitors in the cruise industry. So, we’re trying to find other solutions to this issue. Tim Conder - Wells Fargo Securities: Okay, great. Thank you, gentlemen.

Thank you. And our next question comes from the line of Harry Curtis with Lazard Capital. Please proceed with your question. Harry Curtis - Lazard Capital Markets: Good morning. A quick question for Micky, when you consider the last two recoveries, what does your experience tell you about how the 2010 recovery is going to be different?

Well, the world is so different now that the size of our business, the global nature of our business, it’s so hard to translate past. I mean, historically we bounced back in two to three years.

Three years.

So, – but it’s so hard to make the comparison and, you know, if you were to tell me six months ago that we’d have to be dealing with volcanoes and earthquakes and oil spills, and have to navigate through that in a quarter. I mean, if you look at our risk section, I don’t think Volcano was in that, and you think we will throw the kitchen sink at it, and somehow we’ve been able to navigate through that. Our guys have done a great job, and all I can say is that you know, we’ll recover as quickly as demand will allow us to, and that really depends on a lot of things, clearly the economy and how the economy does is going to be a factor, just like it’s going to be a factor for all leisure businesses. Harry Curtis - Lazard Capital Markets: Do you have any sense of, going back to the prior consumer question, of the condition of the consumer in this recovery, again compared to the last two recoveries?

You know, we saw, the interesting comment we saw from an analyst right after the announcement was that our volumes, in the press release we set a slightly up versus last year, and the comment was that last year was a disaster, and I think everybody forgets that we had a huge bounce back in March of last year in volumes. Now, that was at much lower prices, but our volumes were extraordinarily strong from March on last year.

They were up 26%.

They were up 26%, and when we said we’re up slightly, we were talking volume year-over-year at higher prices. So we took that as a very bullish statement and immediately, the analyst came out and said it was a negative statement. So it’s very interesting, I mean, the reality is that the bounce back was very strong. It happened very quickly because if you consider the financial crisis in September to be bouncing back as strong as we did in March, albeit at much lower prices, I think it was a very encouraging sign that the consumer viewed our product as a very, very value-oriented product, and one that has great value. Harry Curtis - Lazard Capital Markets: In the last couple of recoveries, you were able to get your pricing back in just over a year. Do you think that it is too aggressive to think that it will come back that quickly this time?

You can tell me what the economy is going to do over the next 12 months. I’ll tell you, but, you know, it really is very, very –

You’d think that it is a little bit different and we’ve got these really unprecedented levels of unemployment that we’re all dealing with in North America, and an economy that’s recovering but not quickly, not dramatically, and I think it’s reflected in – what we are seeing in the business, and I think it may be a longer haul recovery, and I think that’s what the kind of our model – we’re modeling on a longer haul basis as we look at our yields and saying, this is not all going to come back in a year or two. It may take another year or even more. So I think it’s going to be a long haul.

One other thing that everybody is talking about is austerity, you know, budget issues, raising taxes, whether it’s in the UK or the US, and obviously you raise taxes, that’s going to have a negative impact on the consumer.

Yes, I think the current administration and even the Congress is taking, you know, some of these things that you’re doing is really going to hurt the consumer. There is no question about it. And we’ll feel that. So that will slow the recovery as well. It’s surprising because you think the one thing that they would be working on is jobs, and getting more jobs and that you have to pump money in the economy to do that, and – but that’s not what’s happening. It’s just reverse. We’re taking money of it.

I guess what we’re saying is – and I think we’ve said this all along is we’re much more susceptible to geopolitical events than our business itself, and all we can say is that the economy is weak that we will outperform other forms of leisure, and I think we proved that time and time again, but not – but we will be impacted. Harry Curtis - Lazard Capital Markets: Thanks, guys.

(Operator instructions) Thank you. And our next question comes from the line of Brian Egger with Affiliated Research. Please proceed with your question. Brian Egger - Affiliated Research: Good morning. It was pretty clear from your previous comments that you have experienced no demand or operational impact from the oil spill in the Gulf region. And my question is, at some point if that situation were to change, do you have any flexibility to change the homeport status of the ships you have got home ported in New Orleans and Mobile? I mean I think there are two, but I don't know if midseason or mid-programs they are established, if there is any operational flexibility to change itineraries with the base of origin for ships that are home ported in those two ports?

We don’t believe that should be necessary. Even if there is an oil issue that there is a cleaning process. If you go through to clean the oil as they come in and out of port. So we would – it would delay our arrivals and departures and we’d have to adjust for that, but as I said to date, we have not had to clean at all, which is a testament to the captains and their ability to maneuver around this thing, and hopefully as we get close at August, this thing will get capped and we can all move on.

Yes, I think hopefully everything suggests that the worst is over. They’re certainly limiting the amount of oil coming out right now, and hopefully by mid-August or even earlier we will have it fully cut off. So I think the worst is over. Brian, I haven’t heard your name in a long, long time. Brian Egger - Affiliated Research: Yes, good to be back. Thanks again.

Yes.

Thank you. And our next question comes from the line of Janet Brashear with Sanford Bernstein. Please proceed with your question. Janet Brashear - Sanford Bernstein: Thank you. You said earlier this quarter that you are discontinuing air transportation bookings. Can you talk a little bit about how significant that is? I know that is a low portion of your business, but what impact that will have and how it might filter through?

We didn’t say that. Carnival Cruise Lines change their air policies not to sell let’s say air deviations, because air is such a small piece of their business, but all the other brands are still, have made no change and Carnival still sells its traditionally Fly Away non-deviated [ph] program. So, you know, it’s a very small piece of our business. I don’t know what the percentage of it.

It is like 10%.

It is like 10% in the quarter.

And in fact I think it was last quarter that Princess implemented their easy air [ph], where you can now book either our standard air program or restricted air at the time of booking for the cruise to make it easier for the consumer. So, each brand has got their own strategy that’s appropriate for them.

Yes, Carnival Cruise Lines just eliminated one part of their air program, and that’s all that was announced. We didn’t announce anything across the board. Janet Brashear - Sanford Bernstein: Oh, okay. Thanks for clarifying that. If I could dwell on Europe for just one more second here, although I know we are beating it to a pulp, you have said that demand trend has been great in Europe despite the economic headwinds here. If the economic headwinds continue for another three to six months, is it possible that some of the reaction by the European consumer is just delayed given booking patterns and whatnot and that three, six months from now, if the trend gets no worse, but stays the way it is, that that will start to show up in the bookings?

You know, you never – it is hard to predict, but you know, Janet, the European consumer tends to be – have more ability to consume in these environment, because they’re not as strong out as in North America. They don’t have the housing issue that we still continue to have in North America. They don’t have the larger mortgages as we have in North America. It is a very different consumer.

They’re not buying the cruises on credit.

Yes. So, I don’t think so. I mean, we found over the years that the European consumer is far more resilient than their North American counterparts.

I think we’re also losing sight of the fact that it still despite the growth an under penetrated market, and still significantly behind North America as far as penetration, and so it there is still a lot of growth left. Janet Brashear - Sanford Bernstein: Right, now if we look at the North American consumer in Europe, is there any fear around the Mediterranean bookings? I mean are the North Americans at all gun-shy about economic events in Athens, and the potential for riots or anything as they are booking or are they pretty comfortable on the same booking patterns relative to the Mediterranean?

We haven’t seen any concern. Obviously, if there was an issue, an issue in Athens, we would just divert around it. We do not use Athens as a home port. So we really don’t have an issue there. No, it’s not a – it hasn’t been a problem. If there was any problem at all as we said earlier was the premium brands saw some hiccup during the severe volatility in May in the markets. Janet Brashear - Sanford Bernstein: Thank you.

Thank you. And our next question comes from the line of Kevin Milota with JP Morgan. Please proceed with your question. Kevin Milota – JP Morgan: Hi, good morning. I was hoping to speak a little bit more about the forward bookings and appreciate your commentary on the European consumer. I was hoping you might be able to give us some commentary on what you have seen from the booking curve for the European customer and also domestically for North America. Have you seen a lengthening or shortening in the booking curve, and how much inventory you have left to sell for the fourth quarter and first quarter of next year for both regions?

Well, the curve is about at the same levels as last year. There is no discernible difference. It kind of moves, sometimes it moves above the line, sometimes it moves below the line. I don’t not exactly where it is right now, but it’s more or less about the same.

As far as what’s left to sell, I mean, we don’t give out the exact booking, advance booking percentages, but typically for the next quarter, which in this case would be the third quarter, we are always 85% to 95% booked two quarters out, which is the fourth quarter. Our historical range is 55% to 75% booked, and for three quarters out, which would be the first quarter, traditionally we are in the range of 30% to 50% booked and we’re still in those historical ranges. Kevin Milota – JP Morgan: Okay, many thanks.

Thank you. And our next question comes from the line of Ian Rennardson with Bank of America. Please proceed with your question. Ian Rennardson - Bank of America: Yes, good afternoon. It is Ian Rennardson, Bank of America. A quick question on the dividend, you maintained it at $0.10 I think for this quarter. Things seem to be progressing pretty well. When do you think you might consider a raise in the dividend? Thank you.

The dividend is a board decision. The board, of course, takes up the dividend at every meeting because they do have to declare it. The board is well aware of the financial situation with the company, as well as the reduced CapEx next year, and you know, I don’t want to predict what the board will say, but they will make an appropriate decision at the right time to change the dividend. I don’t want to project what they’ll say or what they’ll decide. Ian Rennardson - Bank of America: Okay, thank you.

Thank you. And our next question comes from the line of Sharon Zackfia with William Blair. Please proceed with your question. Sharon Zackfia - William Blair & Co.: Hi, good morning. David, I was hoping you could go over on the net cruise cost, the reduction that you had there. How much of that is due to a stronger US dollar and if you could give us a rule of thumb as to what percent of your net cruise costs are in non-US dollar?

Well, basically we do give the cruise costs out in current dollars. So, for instance, when I was talking about like for the second quarter being down 4.9% that is in current dollars. I don’t have the overall cost in terms of the costs themselves but typically what we do say is that if the US Dollar strengthens or weakens by about 10% versus all currencies, it impacts our bottom line by about $160 million or $0.20 a share. So since we’ve got so much of our revenue in foreign currencies as well as cost there is a – there are offsetting factors there and the impact is $0.20. Sharon Zackfia - William Blair & Co.: Thank you.

Thank you. And at this time I’m showing that there are no further questions from the phone lines. So I’ll turn the conference back to our speakers for their continuing presentation or closing remarks. Thank you.

Thank you all very much for your good questions, and as you know, Beth is available to answer calls and provide any more details that you may need, that she’s able to do after the call, and I look forward to seeing you everybody soon. Have a great day.

Thank you, and 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.