Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 20, 2001

                              CARNIVAL CORPORATION
             (Exact name of registrant as specified in its charter)

Republic of Panama                      1-9610                   59-1562976
(State or other jurisdiction         (Commission             ( I.R.S. Employer
 of incorporation)                   File Number)           Identification No.)

3655 N.W. 87th Avenue, Miami, Florida                   33178-2428
(Address of principal executive offices)                (zip code)

Registrant's telephone number, including area code:  (305) 599-2600

2 ITEM 5. OTHER EVENTS On December 20, 2001, the Registrant issued a press release relating to its earnings for the quarter ended November 30, 2001 and its 2001 fiscal year. The press release is attached as Exhibit 99.1 to this report and is incorporated in this Item 5 by reference. ITEM 7. EXHIBITS Exhibit Number Description of Exhibit 99.1 Press Release dated December 20, 2001.

3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 20, 2001 CARNIVAL CORPORATION By: /s/ Arnaldo Perez --------------------------------------- Name: Arnaldo Perez Title: General Counsel

4 Exhibit List EXHIBIT DESCRIPTION ------- ----------- 99.1 Press Release dated December 20, 2001.

                                                                    EXHIBIT 99.1

CONTACT:  Tim Gallagher                                    FOR IMMEDIATE RELEASE

                          CARNIVAL CORPORATION REPORTS

         MIAMI (12/20/01) - Carnival Corporation (NYSE:CCL) reported net income
of $116.3 million ($0.20 Diluted EPS) on revenues of $959.1 million for its
fourth quarter ended November 30, 2001, compared to net income of $193.8 million
($0.33 Diluted EPS) on revenues of $850.3 million for the same quarter in 2000.

         Net income for the year ended November 30, 2001, was $926.2 million
($1.58 Diluted EPS) on revenues of $4.54 billion, compared to net income of
$965.5 million ($1.60 Diluted EPS) on revenues of $3.78 billion for the same
period in 2000.

         Fourth quarter 2001 net income was reduced by $33 million, comprised of
an impairment charge of $39 million, primarily related to a write-down in the
carrying value of two ships, net of a Costa tax benefit of $6 million. Fourth
quarter 2000 included a Costa tax benefit of $27 million.

         The company's fourth quarter comparable cruise results were also
adversely affected by the September 11 terrorist attacks, which impacted all
leisure travel. The significant reduction in demand for travel following the
tragic events of September 11 resulted in the company reporting lower
occupancies and prices during the 2001 fourth quarter. Comparable net revenue
yields (net revenue per available berth day) for the quarter were down by
approximately 7 percent compared to the fourth quarter of 2000.

         Commenting on fourth quarter 2001 results, Carnival Corporation
Chairman and CEO Micky Arison said that "in light of the significant impact of
the September 11 events on the vacation market, the achievement of quarterly net
income of more than $116 million with occupancies of 98 percent is a testament
to the strength of our vacation products."

         Looking to 2002, Arison indicated that booking levels have started to
recover from the significant slowdown in bookings experienced in the two months
following September 11. During the last five weeks, net booking levels have been
45 percent above prior year levels, although cumulative advance bookings for
2002 still remain well behind last year's levels at this time. Arison also noted
that 2002 pricing has improved but is still below last year's levels.

                                    - more -

2001 Fourth Quarter Earnings - 2 At the present time the company's advance booking occupancy levels for the first quarter of fiscal 2002, are approximately 92 percent, which is approximately seven percentage points behind the levels existing at the same time last year. Based on current pricing and booking trends, management presently expects that net revenue yields for the first quarter of 2002 will be down between 10 to 15 percent compared to last year. Bookings for the second and third quarters of fiscal 2002 are also behind last year's levels at this time with occupancy down by approximately 11 percentage points each quarter. Pricing on these bookings is also down from the prior year. Arison indicated that, given the current booking trends, he is optimistic that net revenue yield comparisons for the remainder of 2002 will improve compared to the first quarter. The company also recently changed the delivery schedule for Holland America's Vista-class newbuilds, assigning one slot to Cunard Line and signing an option on a fifth newbuild. The new delivery schedule for Holland America is as follows: Zuiderdam, November 2002; Oosterdam, June 2003; Vista #3, April 2004; Vista #4, October 2005; and option ship, May 2006. The new 85,000-ton Cunard ship is scheduled for delivery in January 2005, and will target the U.K. vacation market. Based on these new delivery dates, the company's shipbuilding commitments for the fiscal years 2002 through 2005 are now estimated to be approximately $1.75 billion, $1.5 billion, $2.0 billion and $700 million, respectively. In addition, the year over year percentage increase in the company's average passenger capacity resulting from the delivery of ships currently under contract for fiscal 2002 through 2006 is expected to approximate 4.5 percent, 16.5 percent, 17.3 percent, 10.6 percent and 2.5 percent, respectively. Carnival does not expect to reschedule any further deliveries. Arison pointed out that the company continues to be confident that the fundamental long-term drivers of its growth remain intact. "To enable us to overcome challenges in these times of increased uncertainty, as well as to take advantage of opportunities as they present themselves, it is important for us to maintain our solid operating margins and strong balance sheet." Carnival currently has more than $2.4 billion of cash, short-term investments and undrawn credit lines, and also relatively low debt levels. As a result of its financial strength and operating results, the company believes that it maintains the highest credit ratings in the leisure industry. On December 16, 2001, the company announced its pre-conditional offer to acquire P&O Princess Cruises plc for approximately $4.6 billion in cash and Carnival common stock. [Note 2] [Note 3] - more -

2001 Fourth Quarter Earnings - 3 Carnival has scheduled a conference call with analysts at 10 a.m. EST (3 p.m. UK time) today to discuss its fourth quarter and full year earnings. This call can be listened to live at the company's Web site at WWW.CARNIVALCORP.COM. Carnival Corporation is comprised of Carnival Cruise Lines, the world's largest cruise line based on passengers carried, Holland America Line, Costa Cruises, Cunard Line, Seabourn Cruise Line and Windstar Cruises. Carnival Corporation's various brands operate 43 ships in the Caribbean, Alaska, Europe, Mexican Riviera, South America and other worldwide destinations. Additional information can be obtained via Carnival Corporation's Web site at WWW.CARNIVALCORP.COM. ****************************************************************************** NOTE 1: Statements in this press release relating to matters that are not historical facts are forward-looking statements. All forward-looking statements, including those which may impact the forecasting of Carnival Corporation's net revenue yields, booking levels, price, occupancy or business prospects, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performances or achievements of Carnival Corporation to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions; increases in cruise industry and vacation industry capacity; other vacation industry competition; the ability of the company to implement its shipbuilding program and to continue to expand its business outside the North American market; consumer demand for cruises and other vacation options; the effects on consumer demand of armed conflicts, political instability, terrorism, the availability of air service and adverse media publicity; incidents involving cruise ships; continued availability of attractive port destinations; impact of pending or threatened litigation; changes in tax and other laws and regulations affecting Carnival and other factors which are described in further detail in Carnival's filings with the Securities and Exchange Commission. For investor inquiries, please contact Beth Roberts, Tel: (011) 44 771 0945 361. For press inquiries, please contact Tim Gallagher, Tel: 1-305-599-2600, ext. 16000, Carnival Corporation, Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428. NOTE 2: Carnival Corporation plans to file a registration statement on Form S-4 and a statement on Schedule TO with the SEC in connection with its pre-conditional offer to acquire P&O Princess Cruises plc. Carnival Corporation plans to mail the prospectus contained in the Form S-4 to stockholders of P&O Princess Cruises plc when the Form S-4 is filed with the SEC. The Form S-4, the prospectus and the Schedule TO will contain important information about Carnival Corporation, P&O Princess Cruises plc, the offer and related matters. Investors and stockholders should read the Form S-4, the prospectus, the Schedule TO and the other documents filed with the SEC in connection with the offer carefully before they make any decision with respect to the offer. The Form S-4, the prospectus, the Schedule TO and all other documents filed with the SEC in connection with the offer will be available when filed free of charge at the SEC's web site, at WWW.SEC.GOV. In addition, the prospectus and all other documents filed with the SEC in connection with the offer will be made available to investors free of charge by writing to: Carnival Corporation, Investor Relations, Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428. In addition to the Form S-4, prospectus, the Schedule TO and the other documents filed with the SEC in connection with the offer, Carnival is obligated to file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements and other information filed with the SEC at the SEC's public reference room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on the public reference room. Filings with the SEC also are available to the public from commercial document-retrieval services and at the web site maintained by the SEC at WWW.SEC.GOV. NOTE 3: Any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of P&O Princess or Carnival, owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent or more of any class of securities of P&O Princess or Carnival is generally required under the provision of Rule 8 of the City Code to notify the London Stock Exchange and the Panel of every dealing in such securities during the period from December 16, 2001, until the first closing date of the Offer or, if later, the date on which the Offer becomes, or is declared, unconditional as to acceptances or lapses. Disclosure should be made on an appropriate form before 12 noon (London time) on the business day following the date of the dealing transaction. These disclosures should be sent to the Company Announcements Office of the London Stock Exchange (fax number: + 44 20 7588 6057) and to the Panel (fax number: + 44 20 7256 9386).

2001 Fourth Quarter Earnings - 4 CARNIVAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED TWELVE MONTHS ENDED NOVEMBER 30, NOVEMBER 30, ------------- ------------ 2001 2000 2001 2000 ---- ---- ---- ---- (in thousands, except earnings per share) (in thousands, except earnings per share) REVENUES $ 959,102 $ 850,326 $ 4,535,751 $ 3,778,542 COSTS AND EXPENSES: Operating expenses 547,898 481,057 2,468,730 2,058,342 Selling and administrative 161,412 126,368 618,664 487,403 Depreciation and amortization 91,266 76,527 372,224 287,667 Impairment charge 38,989 140,378 ---------- ---------- ----------- ----------- 839,565 683,952 3,599,996 2,833,412 ---------- ---------- ----------- ----------- OPERATING INCOME BEFORE INCOME (LOSS) FROM AFFILIATED OPERATIONS 119,537 166,374 935,755 945,130 INCOME (LOSS) FROM AFFILIATED OPERATIONS, NET 42,189 (44,024) 37,828 ---------- ---------- ----------- ----------- OPERATING INCOME 119,537 (1) 208,563 891,731 (1) 982,958 NONOPERATING (EXPENSE) INCOME: Interest income 11,505 2,455 34,255 16,506 Interest expense, net (28,482) (16,174) (120,692) (41,372) Other income (expense), net 3,190 (3,781) 108,649 (2) 8,460 Income tax benefit (expense) 10,562 2,732 12,257 (1,094) ---------- ---------- ----------- ----------- (3,225) (14,768) 34,469 (17,500) ---------- ---------- ----------- ----------- NET INCOME $ 116,312 $ 193,795 $ 926,200 $ 965,458 ========== ========== =========== =========== EARNINGS PER SHARE: Basic $ 0.20 $ 0.33 $ 1.58 $ 1.61 ========== ========== =========== =========== Diluted $ 0.20 $ 0.33 $ 1.58 $ 1.60 ========== ========== =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 586,165 584,474 585,064 599,665 WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED 587,080 586,350 586,862 601,912 (1) EXCLUDING THE $39 MILLION AND $140 MILLION IMPAIRMENT CHARGE, OPERATING INCOME WOULD BE $159 MILLION AND $1.03 BILLION FOR THE THREE AND TWELVE MONTHS ENDED NOVEMBER 30, 2001, RESPECTIVELY. (2) INCLUDES A GAIN OF APPROXIMATELY $100 MILLION FROM THE SALE OF THE COMPANY'S MINORITY INTEREST IN AIRTOURS PLC. NOTE: COMMENCING IN FISCAL 2001, THE COMPANY'S STATEMENTS OF OPERATIONS INCLUDED THE CONSOLIDATION OF COSTA'S RESULTS OF OPERATIONS. IN FISCAL 2000, THE COMPANY'S 50 PERCENT INTEREST IN COSTA WAS INCLUDED IN AFFILIATED OPERATIONS.

2001 Fourth Quarter Earnings - 5 CARNIVAL CORPORATION SELECTED STATISTICAL AND SEGMENT INFORMATION THREE MONTHS ENDED TWELVE MONTHS ENDED NOVEMBER 30, NOVEMBER 30, ------------- ------------ 2001 2000 2001 2000 ---- ---- ---- ---- (in thousands) (in thousands) STATISTICAL INFORMATION: Passengers carried 790 674 3,385 2,669 Available lower berth days 5,185 4,080 20,685 15,888 Occupancy percentage 97.9% 103.4% 104.7% 105.4% SEGMENT INFORMATION: Revenues: Cruise $ 945,745 $ 831,857 $ 4,357,942 $ 3,578,372 Tour 17,125 22,643 229,483 259,662 Intersegment (3,768) (4,174) (51,674) (59,492) ---------- ---------- ----------- ----------- $ 959,102 $ 850,326 $ 4,535,751 $ 3,778,542 ========== ========== =========== =========== Operating expenses: Cruise $ 536,011 $ 465,495 $ 2,333,502 $ 1,910,371 Tour 15,655 19,736 186,902 207,463 Intersegment (3,768) (4,174) (51,674) (59,492) ---------- ---------- ----------- ----------- $ 547,898 $ 481,057 $ 2,468,730 $ 2,058,342 ========== ========== =========== =========== Operating income (loss): Cruise, excluding impairment charge $ 172,530 $ 182,628 $ 1,092,720 $ 957,226 Tour, excluding impairment charge (11,112) (6,967) (4,426) 7,664 Impairment charge (38,989) (140,378) Affiliated Operations 42,189 (44,024) 37,828 Corporate (2,892) (9,287) (12,161) (19,760) ---------- ---------- ----------- ----------- $ 119,537 $ 208,563 $ 891,731 $ 982,958 ========== ========== =========== =========== NOTE: COMMENCING IN FISCAL 2001, THE COMPANY'S STATEMENTS OF OPERATIONS AND SELECTED STATISTICAL INFORMATION INCLUDED THE CONSOLIDATION OF COSTA'S RESULTS OF OPERATIONS. IN FISCAL 2000, COSTA'S RESULTS OF OPERATIONS WERE INCLUDED IN AFFILIATED OPERATIONS AND WERE NOT INCLUDED IN THE 2000 STATISTICAL INFORMATION. ###