UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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): September 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 September 20, 2001, the registrant issued the press release attached as Exhibit 99.1 to this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS The press release of the registrant is attached as Exhibit 99.1 to this report.

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: September 21, 2001 CARNIVAL CORPORATION By: /s/ Howard S. Frank --------------------------------------- Name: Howard S. Frank Title: Vice Chairman and Chief Operating Officer

4 EXHIBIT LIST EXHIBIT DESCRIPTION ------- ----------- 99.1 Press Release dated September 20, 2001.

                                                                    EXHIBIT 99.1
                                                                    ------------

CONTACT: Tim Gallagher                                     FOR IMMEDIATE RELEASE
                                                           ---------------------


           CARNIVAL CORPORATION REPORTS RECORD THIRD QUARTER EARNINGS

         MIAMI (9/20/01) -- Carnival Corporation (NYSE:CCL) reported record net
income of $495.0 million ($0.84 Diluted EPS) on revenues of $1.49 billion for
its third quarter ended August 31, 2001, compared to net income of $396.2
million ($0.67 Diluted EPS) on revenues of $1.23 billion for the same quarter in
2000.

         Net income for the nine months ended August 31, 2001, was $809.9
million ($1.38 Diluted EPS) on revenues of $3.58 billion, compared to net income
of $771.7 million ($1.27 Diluted EPS) on revenues of $2.93 billion for the same
period in 2000.

         The 25 percent increase in the company's third quarter 2001 net income
was primarily the result of a 14.5 percent, or $57 million, increase in net
income from the company's existing cruise operations, and a $42 million increase
in the company's net income from its Costa Cruises subsidiary. The increase in
earnings from Costa's operations primarily resulted from the consolidation of
Costa and a change in the timing of reporting Costa's operations from a two
month lag to the current monthly period, both of which commenced at the
beginning of 2001, and an improvement in Costa's operating results.

         Excluding Costa, the increase in third quarter net income was driven
primarily by a 10.2 percent increase in capacity, and a reduction in cost per
available berth day. Net revenue yields (revenue per available berth day) were
down 1.4 percent for the quarter. The improvement in results from the company's
existing operations was particularly impressive at the company's Carnival Cruise
Lines brand, which performed very well in spite of the slowdown in the U.S.
economy.

         Third quarter 2001 net income also included the previously reported
gain of approximately $100 million from the sale of the company's minority
interest in Airtours, a European tour operator. In addition, the third quarter
2001 included a loss of approximately $101 million related to the write-down and
sale of certain assets primarily associated with the company's Cunard and
Seabourn luxury brands. These two one-time events effectively offset each other.

                                    - more -

Carnival's 2001 Third Quarter Earnings - 2 Commenting on last week's horrific events, Carnival Corporation Chairman and CEO Micky Arison said, "We are deeply saddened and shocked by the terrorist actions of last week, and our thoughts and prayers are with the people in New York and Washington, D.C., and the families and loved ones of those who have been lost, as well as those injured. These events will undoubtedly have a negative effect on our business in the short-term. However, at this point, it is too early for us to measure what the impact will be." Prior to these events, the company's expectations for the fourth quarter of 2001 remained in line with its guidance provided earlier in the year. Arison noted that the company believes that the fundamental long-term drivers of its growth will remain intact. "In addition, the company's strong operating margins and balance sheet, including approximately $1.2 billion in cash and short-term investments and relatively low debt levels, should place the company in a strong position during this period of uncertainty," he said. Carnival has scheduled a conference call with analysts at 11 a.m. today to discuss its third quarter earnings. This call can be listened to, either live or on a delayed basis for one week after the call, 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: 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, 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 capacity and 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 cruise travel; the effects on consumer demand of armed conflicts, political instability, the availability of air service, adverse media publicity and terrorism; incidents involving cruise ships; 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.

CARNIVAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED NINE MONTHS ENDED AUGUST 31, AUGUST 31, ---------- ---------- 2001 2000 2001 2000 ---- ---- ---- ---- (in thousands, except earnings per share) (in thousands, except earnings per share) REVENUES $ 1,489,918 $ 1,228,211 $ 3,576,649 $ 2,928,216 ------------ ------------ ------------ ------------ COSTS AND EXPENSES: Operating expenses 719,378 614,724 1,920,832 1,577,285 Selling and administrative 146,797 119,329 457,252 361,035 Depreciation and amortization 97,008 75,248 280,958 211,140 Impairment loss 101,389 -- 101,389 -- ------------ ------------ ------------ ------------ 1,064,572 809,301 2,760,431 2,149,460 ------------ ------------ ------------ ------------ OPERATING INCOME BEFORE INCOME (LOSS) FROM AFFILIATED OPERATIONS 425,346 (1) 418,910 816,218 778,756 INCOME (LOSS) FROM AFFILIATED OPERATIONS, NET -- 1,548 (44,024) (4,361) ------------ ------------ ------------ ------------ OPERATING INCOME 425,346 (1) 420,458 772,194 774,395 NONOPERATING INCOME (EXPENSE): Interest income 12,972 2,592 22,750 14,051 Interest expense, net of capitalized interest (30,100) (9,738) (92,210) (25,198) Other income (expense), net 93,133 (2) (6,005) 105,459 12,241 (3) Income tax (expense) benefit (6,376) (11,117) 1,695 (3,826) ------------ ------------ ------------ ------------ 69,629 (24,268) 37,694 (2,732) ------------ ------------ ------------ ------------ NET INCOME $ 494,975 $ 396,190 $ 809,888 $ 771,663 ============ ============ ============ ============ EARNINGS PER SHARE: Basic $ 0.84 $ 0.67 $ 1.39 $ 1.28 ============ ============ ============ ============ Diluted $ 0.84 $ 0.67 $ 1.38 $ 1.27 ============ ============ ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING-BASIC 586,078 591,032 584,698 604,692 WEIGHTED AVERAGE SHARES OUTSTANDING-DILUTED 587,510 592,553 586,744 607,038 (1) EXCLUDING THE $101 MILLION IMPAIRMENT LOSS, OPERATING INCOME WOULD BE $527 MILLION FOR THE THREE MONTHS ENDED AUGUST 31, 2001. (2) OTHER INCOME, NET FOR THE THREE MONTHS ENDED AUGUST 31, 2001, INCLUDED A GAIN OF APPROXIMATELY $100 MILLION FROM THE SALE OF THE COMPANY'S MINORITY INTEREST IN AIRTOURS, NET OF A CHARGE OF $7 MILLION FOR LITIGATION EXPENSES. (3) OTHER INCOME, NET FOR THE NINE MONTHS ENDED AUGUST 31, 2000, INCLUDED $15 MILLION OF NET COMPENSATION RECEIVED FROM THE SHIPYARD RELATED TO THE DELAYED DELIVERY OF THE ZAANDAM. 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.

CARNIVAL CORPORATION SELECTED STATISTICAL AND SEGMENT INFORMATION THREE MONTHS ENDED NINE MONTHS ENDED AUGUST 31, AUGUST 31, ---------- ---------- 2001 2000 2001 2000 ---- ---- ---- ---- (in thousands) (in thousands) STATISTICAL INFORMATION: Passengers carried 994 786 2,596 1,995 Available lower berth days 5,405 4,104 15,500 11,808 Occupancy percentage 113.0% 112.4% 107.0% 106.1% SEGMENT INFORMATION: Revenues: Cruise $ 1,357,606 $ 1,083,380 $ 3,412,197 $ 2,746,515 Tour 173,600 192,251 212,358 237,019 Intersegment (41,288) (47,420) (47,906) (55,318) ------------ ------------ ------------ ------------ $ 1,489,918 $ 1,228,211 $ 3,576,649 $ 2,928,216 ============ ============ ============ ============ Operating expenses: Cruise $ 627,528 $ 518,268 $ 1,797,491 $ 1,444,876 Tour 133,138 143,876 171,247 187,727 Intersegment (41,288) (47,420) (47,906) (55,318) ------------ ------------ ------------ ------------ $ 719,378 $ 614,724 $ 1,920,832 $ 1,577,285 ============ ============ ============ ============ Operating income (loss): Cruise, excluding impairment loss $ 504,598 $ 389,767 $ 920,190 $ 774,598 Cruise - impairment loss (101,389) -- (101,389) -- Tour 24,847 32,577 6,686 14,631 Affiliated Operations -- 1,548 (44,024) (4,361) Corporate (2,710) (3,434) (9,269) (10,473) ------------ ------------ ------------ ------------ $ 425,346 $ 420,458 $ 772,194 $ 774,395 ============ ============ ============ ============ 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. ###