Item 8.01 Other Events.

On November 20, 2020, Carnival Corporation and Carnival plc (together, the "Company," "we," "us," or "our") issued a press release announcing that Carnival Corporation has priced the private offering of its $1,450 million aggregate principal amount of 7.625% Senior Unsecured Notes due 2026 and €500 million aggregate principal amount of 7.625% Senior Unsecured Notes due 2026 (collectively, the "Senior Notes"). A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Carnival Corporation expects to use the net proceeds from the offerings of the Senior Notes for general corporate purposes, including, without limitation, the financing or refinancing of a portion of the purchase price, rental payments, costs and expenses related to certain of our current and future property, plant and equipment (including leased assets and vessels) and their repair, replacement and improvements, as well as any other payments related to its vessels' ready-for-sea costs, in each case to the extent such amounts are not covered by the Corporation's existing and future export credit facilities.

The Senior Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or to non-U.S. investors in reliance on Regulation S under the Securities Act. The Senior Notes were not, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this 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. 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.

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





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

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

· As a result of the COVID-19 outbreak, we may be out of compliance with a


   maintenance covenant in certain of our debt facilities, for which we have
   waivers for the period through November 30, 2021 with the next testing date of
   February 28, 2022

· World events impacting the ability or desire of people to travel may 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 may 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 may 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 incident, and failure to keep
   pace with developments in technology may adversely impact our business
   operations, the satisfaction of our guests and crew and 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

· Geographic regions in which we try to expand our business may be slow to

develop or ultimately not develop how we expect

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


   and refurbishments may adversely impact our business operations and the
   satisfaction of our guests

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 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
99.1               Press release of Carnival Corporation and Carnival plc dated
                 November 20, 2020 (relating to the pricing of the Notes Offering)
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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