Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2022, Carnival Corporation (together with Carnival plc, the "Company," "we," "us," or "our") closed its previously announced private offering (the "Convertible Notes Offering") to qualified institutional buyers of $1 billion aggregate principal amount of its 5.75% Convertible Senior Notes due 2027 (the "Convertible Notes"). Carnival Corporation has granted the initial purchasers of the Convertible Notes an option to purchase on or before November 30, 2022, up to an additional $150 million aggregate principal amount of Convertible Notes.

The Convertible Notes were issued pursuant to an Indenture, dated as of November 18, 2022 (the "Indenture"), among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Convertible Notes will pay interest semi-annually on June 1 and December 1 of each year, beginning on June 1, 2023, at a rate of 5.75% per year. The Convertible Notes will mature on December 1, 2027, unless earlier repurchased, redeemed or converted. No sinking fund is provided for the Convertible Notes.

The Convertible Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Carnival plc and certain of Carnival Corporation's and Carnival plc's subsidiaries that guarantee substantially all of the Company's indebtedness (the "Subsidiary Guarantors"). In the future, subject to certain exceptions, each of Carnival Corporation's and Carnival plc's subsidiaries (other than the Subsidiary Guarantors) that becomes an issuer, borrower, obligor or guarantor under certain other indebtedness for borrowed money of Carnival Corporation, Carnival plc or any other Subsidiary Guarantor, in each case, in an aggregate principal amount in excess of $250 million, will be required to guarantee the Convertible Notes; provided, that any such subsidiary will not be required to become a guarantor if such subsidiary would not be required to provide a guarantee under certain of Carnival Corporation's, Carnival plc's or any Subsidiary Guarantor's capital markets indebtedness (which indebtedness excludes Carnival Corporation's 5.75% Convertible Senior Notes due 2023 and the 10.375% Senior Priority Notes due 2028 issued by Carnival Holdings (Bermuda) Limited).

The Convertible Notes are convertible by holders, subject to the conditions described below, into cash, shares of the common stock, par value $0.01 per share, of Carnival Corporation (the "Common Stock"), or a combination thereof, at Carnival Corporation's election. The initial conversion rate for the Convertible Notes is 74.6714 shares of Common Stock per $1,000 principal amount of Convertible Notes, equivalent to an initial conversion price of approximately $13.39 per share of Common Stock. The conversion rate is subject to customary anti-dilution adjustments but will not be adjusted for any accrued and unpaid interest. In addition, holders who elect to convert their Convertible Notes in connection with certain corporate events or a notice of a tax redemption are, under certain circumstances, entitled to convert at an increased conversion rate.

The Convertible Notes are convertible at any time prior to the close of business on the business day immediately preceding September 1, 2027 only under the following circumstances:

(1) during any fiscal quarter commencing after the fiscal quarter ending on

February 28, 2023 (and only during such fiscal quarter), if the last reported
     sale price per share of the Common Stock for at least 20 trading days
     (whether or not consecutive) during the period of 30 consecutive trading days
     ending on the last trading day of the immediately preceding fiscal quarter is
     greater than or equal to 130% of the conversion price on each applicable
     trading day;

(2) during the five consecutive business day period after any five consecutive


     trading day period (the "measurement period") in which the trading price per
     $1,000 principal amount of Convertible Notes for each trading day of the
     measurement period was less than 98% of the product of the last reported sale
     price per share of Common Stock and the conversion rate on each such trading
     day;

(3) after our delivery of a notice of redemption and prior to the close of


     business on the second scheduled trading day immediately preceding any
     redemption date; or

(4) upon the occurrence of specified corporate events.

On or after September 1, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time.

If Carnival Corporation undergoes certain corporate events (each, a "fundamental change"), subject to certain conditions, holders may require Carnival Corporation to repurchase for cash all or any portion of their Convertible Notes at a price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Carnival Corporation may not redeem the Convertible Notes prior to December 5, 2025, except as described in the next sentence. Carnival Corporation may redeem the Convertible Notes, in whole but not in part, at any time on or prior to 40th scheduled trading day immediately before the maturity date, if Carnival Corporation or any guarantor would have to pay any additional amounts on the Convertible Notes due to a change in tax laws, regulations or rulings or a change in the official application, administration or interpretation of such laws, regulations or rulings, which in each case is announced and becomes . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 relating to the Convertible Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information required by Item 3.02 relating to the sale of the Convertible Notes is contained in Item 1.01 of this Current Report on Form 8-K and incorporated herein by reference.

Carnival Corporation offered and sold the Convertible Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. Carnival Corporation relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement relating to the Convertible Notes Offering. The shares of Common Stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Initially, a maximum of 103,046,440 shares of Carnival Corporation's common stock may be issued upon conversion of the Convertible Notes (assuming the initial purchasers exercise their option to purchase additional Convertible Notes in full), based on the initial maximum conversion rate of 89.6056 shares of common stock per $1,000 principal amount of Convertible Notes, which is subject to customary anti-dilution adjustment provisions.




Item 8.01 Other Events.

On November 15, 2022, the Company issued a press release announcing the Convertible Notes Offering and a press release announcing the pricing of the Convertible Notes Offering, copies of which are filed hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this current report as "Carnival Corporation & plc," "our," "us" and "we." Some of the statements, estimates or projections contained in this current report are "forward-looking statements" that involve risks, uncertainties and assumptions with respect to us, including some statements concerning the financing transactions described herein, future results, operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management. We have tried, whenever possible, to identify these statements by using words like "will," "may," "could," "should," "would," "believe," "depends," "expect," "goal," "aspiration," "anticipate," "forecast," "project," "future," "intend," "plan," "estimate," "target," "indicate," "outlook," and similar expressions of future intent or the negative of such terms.

Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:



   ·    Pricing                 ·    Goodwill, ship and trademark fair values
   ·    Booking levels          ·    Liquidity and credit ratings
   ·    Occupancy               ·    Adjusted earnings per share
   ·    Interest, tax and       ·    Return to guest cruise operations
   fuel expenses
   ·    Currency exchange       ·    Impact of the COVID-19 coronavirus global
   rates                        pandemic on our financial condition and results
                                of operations
   ·    Estimates of ship
   depreciable lives and
   residual values

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 by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by COVID-19. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown. These factors include, but are not limited to, the following:

· COVID-19 has had, and is expected to continue to have, a significant impact on


   our financial condition and operations. The current, and uncertain future,
   impact of COVID-19, including its effect on the ability or desire of people to
   travel (including on cruises), is expected to continue to impact our results,
   operations, outlooks, plans, goals, reputation, litigation, cash flows,
   liquidity, and stock price;

· events and conditions around the world, including war and other military


   actions, such as the current invasion of Ukraine, inflation, higher fuel
   prices, higher interest rates and other general concerns impacting the ability
   or desire of people to travel have led and may in the future lead, to a decline
   in demand for cruises, impacting our operating costs and profitability;

· incidents concerning our ships, guests or the cruise industry have in the past

and may, in the future, impact the satisfaction of our guests and crew and lead

to reputational damage;

· changes in and non-compliance with laws and regulations under which we operate,


   such as those relating to health, environment, safety and security, data
   privacy and protection, anti-corruption, economic sanctions, trade protection
   and tax have in the past and may, in the future, lead to litigation,
   enforcement actions, fines, penalties and reputational damage;

· factors associated with climate change, including evolving and increasing


   regulations, increasing global concern about climate change and the shift in
   climate conscious consumerism and stakeholder scrutiny, and increasing
   frequency and/or severity of adverse weather conditions could adversely affect
   our business;

· inability to meet or achieve our sustainability related goals, aspirations,

initiatives, and our public statements and disclosures regarding them, may

expose us to risks that may adversely impact our business;

· breaches in data security and lapses in data privacy as well as disruptions and


   other damages to our principal offices, information technology operations and
   system networks and failure to keep pace with developments in technology may
   adversely impact our business operations, the satisfaction of our guests and
   crew and may lead to reputational damage;

· the loss of key employees, our inability to recruit or retain qualified

shoreside and shipboard employees and increased labor costs could have an

adverse effect on our business and results of operations;

· increases in fuel prices, changes in the types of fuel consumed and

availability of fuel supply may adversely impact our scheduled itineraries and

costs;

· we rely on supply chain vendors who are integral to the operations of our


   businesses. These vendors and service providers are also affected by COVID-19
   and may be unable to deliver on their commitments which could impact our
   business;

· fluctuations in foreign currency exchange rates may adversely impact our


   financial results;

· overcapacity and competition in the cruise and land-based vacation industry may

lead to a decline in our cruise sales, pricing and destination options;

· inability to implement our shipbuilding programs and ship repairs, maintenance

and refurbishments may adversely impact our business operations and the

satisfaction of our guests; and

· the risk factors included in Carnival Corporation's and Carnival plc's Annual


   Report on Form 10-K filed with the SEC on January 27, 2022 and Carnival
   Corporation's and Carnival plc's Quarterly Reports on Form 10-Q filed with the
   SEC on March 28, 2022, June 29, 2022 and September 30, 2022.

The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood.

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 report, 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. Forward-looking and other statements in this report may also address our sustainability progress, plans and goals (including climate change and environmental-related matters). In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.                                 Description
10.1            Indenture, dated as of November 18, 2022, among Carnival Corporation,
              Carnival plc, the subsidiary guarantors party thereto and U.S. Bank
              Trust Company, National Association, as trustee, relating to the
              issuance 5.75% Convertible Senior Notes due 2027.
99.1            Press release of Carnival Corporation and Carnival plc, dated
              November 15, 2022 (relating to the announcement of the Convertible
              Notes Offering).
99.2            Press release of Carnival Corporation and Carnival plc, dated
              November 15, 2022 (relating to the pricing of the Convertible Notes
              Offering).
104           Cover Page Interactive Data File (embedded with the Inline XBRL
              document).

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