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Debt | 9 Months Ended
--- | ---
Aug. 31, 2024
Debt Disclosure [Abstract] |
Debt | Debt
|  |  | August 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) |  | 2,449 |  |  | 3,567 |
Total Secured Subsidiary Guaranteed |  |  |  | 5,547 |  |  | 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% |  | 2,722 |  |  | 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% |  | 554 |  |  | — |
Notes | Jun 2030 |  | 10.5% |  | 1,000 |  |  | 1,000 |
Loans |  |  |  |  |  |  |
EUR floating rate (e) (f) | Apr 2025 - Mar 2026 |  | EURIBOR + 2.4 - 3.3% |  | 545 |  |  | 678 |
Export Credit Facilities |  |  |  |  |  |  |
Floating rate | Dec 2031 |  | SOFR + 1.2% (g) |  | 514 |  |  | 583 |
Fixed rate | Aug 2027 - Dec 2032 |  | 2.4 - 3.4% |  | 2,484 |  |  | 2,756 |
EUR floating rate | Mar 2025 - Nov 2034 |  | EURIBOR + 0.2 - 0.8% |  | 2,818 |  |  | 3,086 |
EUR fixed rate | Feb 2031 - Sep 2037 |  | 1.1 - 4.0% |  | 5,658 |  |  | 3,652 |
Total Unsecured Subsidiary Guaranteed |  |  |  | 21,203 |  |  | 20,312 |
Unsecured Notes (No Subsidiary Guarantee) |  |  |  |  |  |
Notes | Jan 2028 |  | 6.7% |  | 200 |  |  | 200 |
EUR Notes | Oct 2029 |  | 1.0% |  | 665 |  |  | 659 |
Total Unsecured Notes (No Subsidiary Guarantee) |  |  |  | 865 |  |  | 859 |
Total Debt |  |  |  |  | 29,644 |  |  | 31,339 |
Less: unamortized debt issuance costs and discounts |  |  |  |  | (788) |  |  | (768) |
Total Debt, net of unamortized debt issuance costs and discounts |  |  |  |  | 28,856 |  |  | 30,572 |
Less: current portion of long-term debt |  |  |  |  | (2,214) |  |  | (2,089) |
Long-Term Debt |  |  |  |  | $ | 26,642 |  |  | $ | 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)Subsequent to August 31, 2024, we prepaid $323 million of the outstanding principal amount of our euro floating rate loan originally scheduled to mature in 2026. (g)Includes applicable credit adjustment spread. Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the following: •$3.0 billion under an undrawn $1.9 billion, €0.9 billion and £0.1 billion multi-currency revolving facility (“Revolving Facility”) of Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”), a subsidiary of Carnival Corporation •$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 •$0.3 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 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 •The Revolving Facility of Carnival Holdings II, which does not guarantee our other outstanding debt As of August 31, 2024, the scheduled maturities of our debt are as follows:
(in millions) |  |
Year |  | Principal Payments
Remainder of 2024 (a) |  | $ | 737 |
2025 (a) |  | 1,777 |
2026 (a) |  | 2,815 |
2027 |  | 4,931 |
2028 |  | 8,762 |
Thereafter |  | 10,622 |
Total |  | $ | 29,644 |
(a)Subsequent to August 31, 2024, we prepaid the outstanding principal amount of our euro floating rate loan with $46 million of principal payments originally scheduled in 2024, $185 million in 2025 and $92 million in 2026. Revolving Facility As of August 31, 2024, Carnival Holdings II had $3.0 billion available for borrowing under our Revolving Facility. Carnival Holdings II may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2027, subject to satisfaction of the conditions in the 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 first-priority 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 nine months ended August 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 $3.5 billion. Export Credit Facility Borrowings During the nine months ended August 31, 2024, we borrowed $2.3 billion under export credit facilities due in semi-annual installments through 2036. As of August 31, 2024, the net book value of the vessels subject to negative pledges was $18.9 billion. Convertible Notes On July 1, 2024, our 5.8% convertible senior notes due 2024 (the “2024 Convertible Notes”) became convertible, at the option of its holders, at any time prior to the close of business on September 27, 2024. Pursuant to the terms of the indenture governing the 2024 Convertible Notes, we have irrevocably elected to settle any conversions of the 2024 Convertible Notes during this period in shares of Carnival Corporation common stock. As of September 27, 2024, holders of substantially all of the $426 million of outstanding 2024 Convertible Notes have elected to convert to shares of common stock. Collateral and Priority Pool As of August 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 $21.2 billion related to vessels and certain assets related to those vessels) as of August 31, 2024 and certain other assets. As of August 31, 2024, $8.0 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 $2.8 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 “Revolving Facility Subject Vessels”) for our Revolving Facility. As of August 31, 2024, there was no change in the identity of the Senior Priority Notes Subject Vessels or the Revolving Facility Subject Vessels. Covenant Compliance As of August 31, 2024, our 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) as follows: ◦For certain of our unsecured loans and our Revolving Facility, at a ratio of not less than 2.0 to 1.0 for each testing date 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, at a ratio of not less than 2.0 to 1.0 for each testing date 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 Revolving Facility). •Limit the amounts of our secured assets as well as secured and other indebtedness. At August 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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