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Debt | 6 Months Ended
--- | ---
May 31, 2024
Debt Disclosure [Abstract] |
Debt | Debt
|  |  | May 31, |  | November 30,
(in millions) | Maturity |  | Rate (a) (b) |  | 2024 |  | 2023
Secured Subsidiary Guaranteed |  |  |  |  |  |
Notes |  |  |  |  |  |  |
Notes | Jun 2027 |  | 7.9% |  | $ | 192 |  |  | $ | 192 |
Notes (c) | Aug 2027 |  | 9.9% |  | — |  |  | 623 |
Notes | Aug 2028 |  | 4.0% |  | 2,406 |  |  | 2,406 |
Notes | Aug 2029 |  | 7.0% |  | 500 |  |  | 500 |
Loans |  |  |  |  |  |  |
EUR floating rate (c) | Jun 2025 |  | EURIBOR + 3.8% |  | — |  |  | 851 |
Floating rate | Aug 2027 - Oct 2028 |  | SOFR + 2.8% (d) |  | 2,749 |  |  | 3,567 |
Total Secured Subsidiary Guaranteed |  |  |  | 5,847 |  |  | 8,138 |
Senior Priority Subsidiary Guaranteed |  |  |  |  |  |
Notes | May 2028 |  | 10.4% |  | 2,030 |  |  | 2,030 |
Unsecured Subsidiary Guaranteed |  |  |  |  |  |
Notes |  |  |  |  |  |  |
Convertible Notes | Oct 2024 |  | 5.8% |  | 426 |  |  | 426 |
Notes | Mar 2026 |  | 7.6% |  | 1,351 |  |  | 1,351 |
EUR Notes (c) | Mar 2026 |  | 7.6% |  | — |  |  | 550 |
Notes (c) | Mar 2027 |  | 5.8% |  | 2,725 |  |  | 3,100 |
Convertible Notes | Dec 2027 |  | 5.8% |  | 1,131 |  |  | 1,131 |
Notes | May 2029 |  | 6.0% |  | 2,000 |  |  | 2,000 |
EUR Notes | Jan 2030 |  | 5.8% |  | 540 |  |  | — |
Notes | Jun 2030 |  | 10.5% |  | 1,000 |  |  | 1,000 |
Loans |  |  |  |  |  |  |
EUR floating rate (e) | Apr 2025 - Mar 2026 |  | EURIBOR + 2.4 - 3.3% |  | 576 |  |  | 678 |
Export Credit Facilities |  |  |  |  |  |  |
Floating rate | Dec 2031 |  | SOFR + 1.2% (f) |  | 549 |  |  | 583 |
Fixed rate | Aug 2027 - Dec 2032 |  | 2.4 - 3.4% |  | 2,563 |  |  | 2,756 |
EUR floating rate | Mar 2025 - Nov 2034 |  | EURIBOR + 0.2 - 0.8% |  | 2,835 |  |  | 3,086 |
EUR fixed rate | Feb 2031 - Jul 2037 |  | 1.1 - 4.0% |  | 5,734 |  |  | 3,652 |
Total Unsecured Subsidiary Guaranteed |  |  |  | 21,429 |  |  | 20,312 |
Unsecured Notes (No Subsidiary Guarantee) |  |  |  |  |  |
Notes | Jan 2028 |  | 6.7% |  | 200 |  |  | 200 |
EUR Notes | Oct 2029 |  | 1.0% |  | 648 |  |  | 659 |
Total Unsecured Notes (No Subsidiary Guarantee) |  |  |  | 848 |  |  | 859 |
Total Debt |  |  |  |  | 30,154 |  |  | 31,339 |
Less: unamortized debt issuance costs and discounts |  |  |  |  | (820) |  |  | (768) |
Total Debt, net of unamortized debt issuance costs and discounts |  |  |  |  | 29,334 |  |  | 30,572 |
Less: current portion of long-term debt |  |  |  |  | (2,181) |  |  | (2,089) |
Long-Term Debt |  |  |  |  | $ | 27,154 |  |  | $ | 28,483 |
(a)The reference rates, together with any applicable credit adjustment spread, for substantially all of our variable debt have 0.0% to 0.75% floors. (b)The above debt table excludes the impact of any outstanding derivative contracts. (c)See “Debt Prepayments” below. (d)As part of the repricing of our senior secured term loans, we amended the loans’ margin from 3.0% – 3.4% (inclusive of credit adjustment spread) to 2.8%. See “Repricing of senior secured term loans” below. (e)The maturity of the principal amount of $216 million was extended from April 2024 to April 2025. (f)Includes applicable credit adjustment spread. Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the following: •$2.0 billion of senior priority notes (the “2028 Senior Priority Notes”), issued by Carnival Holdings (Bermuda) Limited (“Carnival Holdings”), a subsidiary of Carnival Corporation •$0.4 billion under a term loan facility of Costa Crociere S.p.A. (“Costa”), a subsidiary of Carnival plc •$0.9 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation •$0.1 billion under an export credit facility of Sun Princess II Limited, a subsidiary of Carnival Corporation In addition, Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”) will be the primary obligor under a $2.5 billion multi-currency revolving facility (“New Revolving Facility”) when the New Revolving Facility replaces our Revolving Facility upon its maturity in August 2024. See “Revolving Facilities.” All of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the following: •Up to $250 million of the Costa term loan facility, which is guaranteed by certain subsidiaries of Carnival plc and Costa that do not guarantee our other outstanding debt •Our 2028 Senior Priority Notes, issued by Carnival Holdings, which does not guarantee our other outstanding debt •The export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt As of May 31, 2024, the scheduled maturities of our debt are as follows:
(in millions) |  |
Year |  | Principal Payments
Remainder of 2024 |  | $ | 1,195 |
2025 |  | 1,744 |
2026 |  | 2,790 |
2027 |  | 5,212 |
2028 |  | 8,741 |
Thereafter |  | 10,472 |
Total |  | $ | 30,154 |
Revolving Facilities We had $3.0 billion available for borrowing under our Revolving Facility as of May 31, 2024. We may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2024, subject to satisfaction of the conditions in the facility. Carnival Holdings II has a $2.5 billion New Revolving Facility which may be utilized from August 2024 through August 2027, replacing our Revolving Facility upon its maturity in August 2024. The New Revolving Facility was extended from 2025 to 2027 and contains an accordion feature, which Carnival Holdings II partially exercised in 2024 to increase commitments from $2.1 billion to $2.5 billion. The accordion feature allows for further additional commitments not to exceed the aggregate commitments under our Revolving Facility. Repricing of Senior Secured Term Loans In April 2024, we entered into amendments with the lender syndicate to reprice $1.7 billion of our first-priority senior secured term loan facility maturing in 2028 and $1.0 billion of our senior secured term loan facility maturing in 2027, which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above. 2030 Senior Unsecured Notes In April 2024, we issued $535 million aggregate principal amount of 5.8% senior unsecured notes due 2030. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 7.6% senior unsecured notes due 2026. Debt Prepayments During the six months ended May 31, 2024, we made prepayments for the following debt instruments: •Euro-denominated tranche of our first-priority senior secured term loan facility maturing in 2025 •First-priority senior secured term loan facilities maturing in 2027 and 2028 •9.9% second-priority secured notes due 2027 •7.6% senior unsecured notes due 2026 •5.8% senior unsecured notes due 2027 The aggregate amount of these prepayments was $3.2 billion. Export Credit Facility Borrowings During the six months ended May 31, 2024, we borrowed $2.3 billion under export credit facilities due in semi-annual installments through 2036. As of May 31, 2024, the net book value of the vessels subject to negative pledges was $18.8 billion. Collateral and Priority Pool As of May 31, 2024, the net book value of our ships and ship improvements, excluding ships under construction, is $40.0 billion. Our secured debt is secured on a first-priority basis by certain collateral, which includes vessels and certain assets related to those vessels and material intellectual property (combined net book value of approximately $22.8 billion, including $21.1 billion related to vessels and certain assets related to those vessels) as of May 31, 2024 and certain other assets. As of May 31, 2024, $8.1 billion in net book value of our ships and ship improvements relate to the priority pool vessels included in the priority pool of 12 unencumbered vessels (the “Senior Priority Notes Subject Vessels”) for our 2028 Senior Priority Notes and $2.9 billion in net book value of our ship and ship improvements relate to the priority pool vessels included in the priority pool of three unencumbered vessels (the “New Revolving Facility Subject Vessels”) for our New Revolving Facility. As of May 31, 2024, there was no change in the identity of the Senior Priority Notes Subject Vessels or the New Revolving Facility Subject Vessels. Covenant Compliance As of May 31, 2024, our Revolving Facility, New Revolving Facility, unsecured loans and export credit facilities contain certain covenants listed below: •Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) (the “Interest Coverage Covenant”) as follows: ◦For certain of our unsecured loans and our New Revolving Facility, from the end of each fiscal quarter from August 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from August 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards and as applicable through their respective maturity dates. ◦For our export credit facilities, from the end of each fiscal quarter from May 31, 2024, at a ratio of not less than 2.0 to 1.0 for each testing date occurring from May 31, 2024 until May 31, 2025, at a ratio of not less than 2.5 to 1.0 for the August 31, 2025 and November 30, 2025 testing dates, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards. •For certain of our unsecured loans and export credit facilities, maintain minimum issued capital and consolidated reserves (as defined in the agreements) of $5.0 billion. •Limit our debt to capital (as defined in the agreements) percentage to a percentage not to exceed 65%. •Maintain minimum liquidity of $1.5 billion. •Adhere to certain restrictive covenants through August 2027 (subject to such covenants terminating if the Company reaches an investment grade credit rating in accordance with the agreement governing the New Revolving Facility). •Limit the amounts of our secured assets as well as secured and other indebtedness. At May 31, 2024, we were in compliance with the applicable covenants under our debt agreements. Generally, if an event of default under any debt agreement occurs, then, pursuant to cross-default and/or cross-acceleration clauses therein, substantially all of our outstanding debt and derivative contract payables could become due, and our debt and derivative contracts could be terminated. Any financial covenant amendment may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections that would be applicable.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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