Item 1.01 Entry into a Material Definitive Agreement.

On October 18, 2021, Carnival Corporation (the "Company") entered into the Incremental Assumption Agreement and Amendment No. 4 to Term Loan Agreement, by and among the Company and Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as incremental term lender (the "Incremental Assumption Agreement"), supplementing and amending the Company's existing term loan agreement (the "Loan Agreement") dated as of June 30, 2020, as amended from time to time. The Incremental Assumption Agreement provides for a new incremental term facility under the Loan Agreement in an aggregate principal amount of $2.3 billion, which is being used to redeem the outstanding principal amount of the 11.500% First-Priority Senior Secured Notes due 2023 of the Company (the "Redeemed Notes") and to pay accrued interest on such Redeemed Notes and related fees and expenses. Loans under the new incremental term facility will bear interest at a rate per annum equal to adjusted LIBOR with a 0.75% floor, plus a margin equal to 3.25%, and will mature in 2028. The terms of the new incremental term facility are otherwise generally consistent with the terms of the Company's existing term loan facility under the Loan Agreement.

JPMorgan Chase Bank, N.A. acted as sole global coordinator for the marketing of the incremental term facility.

PJT Partners serves as independent financial advisor to Carnival Corporation & plc.

The foregoing description of the Incremental Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Incremental Assumption Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

On October 18, 2021, the Company issued a press release announcing the entry into the Incremental Assumption Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.

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


           Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 above is 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 on Form 8-K, including the Exhibits hereto (collectively, this "document"), as "Carnival Corporation & plc," "our," "us" and "we." Some of the statements, estimates or projections contained in this document 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 of 1933 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," "anticipate," "forecast," "project," "future," "intend," "plan," "estimate," "target," "indicate," "outlook" and similar expressions of future intent or the negative of such terms.



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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 amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. 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, which impacts our ability to obtain
   acceptable financing to fund resulting reductions in cash from operations. The
   current, and uncertain future, impact of the COVID-19 outbreak, 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;

· World events impacting the ability or desire of people to travel have and may

continue to lead to a decline in demand for cruises;

· Incidents concerning our ships, guests or the cruise vacation industry as well


   as adverse weather conditions and other natural disasters 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;

· 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, including the recent ransomware incidents, 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;

· Ability to recruit, develop and retain qualified shipboard personnel who live

away from home for extended periods of time may adversely impact our business

operations, guest services and satisfaction;

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

availability of fuel supply may adversely impact our scheduled itineraries and

costs;

· 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 26, 2021 and Carnival
   Corporation's and Carnival plc's Quarterly Reports on Form 10-Q filed with the
   SEC on April 7, 2021, June 28, 2021 and September 30, 2021.

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



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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 document, 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.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.                                  Description
10.1               Incremental Assumption Agreement and Amendment No. 4 to Term Loan
                 Agreement, by and among the Company and Carnival Finance, LLC, as
                 borrowers, Carnival plc, as a guarantor, certain other subsidiary
                 guarantors party thereto, and JPMorgan Chase Bank, N.A., as
                 administrative agent and as incremental term lender, dated as of
                 October 18, 2021.
99.1               Press release of Carnival Corporation and Carnival plc dated
                 October 18, 2021.
104              Exhibit 104 Cover page from this Current Report on Form 8-K,
                 formatted in Inline XBRL (included as Exhibit 101).








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