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Debt | 12 Months Ended
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Nov. 30, 2024
Debt Disclosure [Abstract] |
Debt | Debt
|  |  | November 30,
(in millions) | Maturity |  | Rate (a) |  | 2024 |  | 2023
Secured Subsidiary Guaranteed |  |  |  |  |  |  |
Notes |  |  |  |  |  |  |
Notes | Jun 2027 |  | 7.9% |  | $ | 192 |  |  | $ | 192 |
Notes (b) | 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 (b) | Jun 2025 |  | EURIBOR + 3.8% |  | — |  |  | 851 |
Floating rate | Aug 2027 - Oct 2028 |  | SOFR + 2.8% (c) |  | 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 |
Notes | Mar 2026 |  | 7.6% |  | 1,351 |  |  | 1,351 |
EUR Notes (b) | Mar 2026 |  | 7.6% |  | — |  |  | 550 |
Notes (b) | 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% |  | 528 |  |  | — |
Notes | Jun 2030 |  | 10.5% |  | 1,000 |  |  | 1,000 |
Loans |  |  |  |  |  |  |
EUR floating rate (b) (d) | Apr 2025 |  | EURIBOR + 3.3% |  | 211 |  |  | 678 |
Export Credit Facilities |  |  |  |  |  |  |
Floating rate | Dec 2031 |  | SOFR + 1.2% (e) |  | 514 |  |  | 583 |
Fixed rate | Aug 2027 - Dec 2032 |  | 2.4 - 3.4% |  | 2,370 |  |  | 2,756 |
EUR floating rate | Mar 2025 - Nov 2034 |  | EURIBOR + 0.2 - 0.8% |  | 2,590 |  |  | 3,086 |
EUR fixed rate | Feb 2031 - Sep 2037 |  | 1.1 - 4.0% |  | 5,386 |  |  | 3,652 |
Total Unsecured Subsidiary Guaranteed |  |  |  | 19,803 |  |  | 20,312 |
Unsecured Notes (No Subsidiary Guarantee) |  |  |  |  |  |
Notes | Jan 2028 |  | 6.7% |  | 200 |  |  | 200 |
EUR Notes | Oct 2029 |  | 1.0% |  | 633 |  |  | 659 |
Total Unsecured Notes (No Subsidiary Guarantee) |  |  |  | 833 |  |  | 859 |
Total Debt |  |  |  |  | 28,213 |  |  | 31,339 |
Less: unamortized debt issuance costs and discounts |  |  |  |  | (738) |  |  | (768) |
Total Debt, net of unamortized debt issuance costs and discounts |  |  |  |  | 27,475 |  |  | 30,572 |
Less: current portion of long-term debt |  |  |  |  | (1,538) |  |  | (2,089) |
Long-Term Debt |  |  |  |  | $ | 25,936 |  |  | $ | 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)See “Debt Prepayments” below. (c)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. (d)The maturity of the principal amount of $211 million was extended from April 2024 to April 2025. (e)Includes applicable credit adjustment spread. Carnival Corporation and/or Carnival plc is the primary obligor of all our outstanding debt excluding the following: •$2.9 billion under an undrawn $1.9 billion, €0.9 billion and £0.1 billion multi-currency revolving credit 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 •$0.9 billion under an export credit facility of Sun Princess Limited, a subsidiary of Carnival Corporation •$0.2 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: •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 November 30, 2024, the scheduled maturities of our debt are as follows:
(in millions) |  |
Year |  | Principal Payments
2025 |  | $ | 1,538 |
2026 |  | 2,683 |
2027 |  | 4,894 |
2028 |  | 8,726 |
2029 |  | 4,328 |
Thereafter |  | 6,044 |
Total |  | $ | 28,213 |
Revolving Facility As of November 30, 2024, Carnival Holdings II had $2.9 billion available for borrowing under the Revolving Facility. Carnival Holdings II may continue to borrow or otherwise utilize available amounts under the Revolving Facility through August 2027, subject to the satisfaction of the conditions in the facility. Borrowings under the Revolving Facility bear interest at a rate of term SOFR, in relation to any loan in U.S. dollars, EURIBOR, in relation to any loan in euros, or daily compounding SONIA, in relation to any loan in sterling, plus a margin based on the long-term credit ratings of Carnival Corporation. This facility also includes an emissions linked margin adjustment whereby, after the initial applicable margin is set per the margin pricing grid, the margin may be adjusted based on performance in achieving certain agreed annual GHG emissions goals. In addition, we are required to pay certain fees on the aggregate unused commitments under the Revolving Facility. During 2023, in connection with the Revolving Facility, Carnival Corporation and Carnival plc contributed three unencumbered vessels with a net book value of $2.9 billion on the date of contribution (the “Revolving Facility Subject Vessels”) to Carnival Holdings II with each of the vessels continuing to be operated under one of the Carnival Corporation & plc brands. Repricing of Senior Secured Term Loans During 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. Subsequent to November 30, 2024, we entered into further amendments with the lender syndicate to reprice the outstanding principal amounts under these facilities (“Repriced Loans”). The Repriced Loans bear interest at a rate per annum equal to SOFR with a 0.75% floor, plus a margin equal to 2.0%. 2030 Senior Unsecured Notes During 2024, we issued $535 million aggregate principal amount of 5.8% senior unsecured euro 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 euro notes due 2026. Debt Prepayments During 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 euro notes due 2026 •5.8% senior unsecured notes due 2027 •Euro floating rate loan due 2026 The aggregate amount of these prepayments was $3.8 billion. Export Credit Facility Borrowings During 2024, we borrowed $2.4 billion under export credit facilities due in semi-annual installments through 2037. As of November 30, 2024, we had $7.8 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of November 30, 2024, the net book value of the vessels, excluding ships under construction, subject to negative pledges pursuant to export credit facilities was $18.5 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 the 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 irrevocably elected to settle conversions of the 2024 Convertible Notes during this period in shares of Carnival Corporation common stock. Substantially all of the 2024 Convertible Notes were converted to shares of common stock, which resulted in the issuance of approximately 41.5 million shares of common stock, and the remaining principal balance was repaid at maturity on October 1, 2024. In November 2022, we issued $1.1 billion aggregate principal amount of 5.8% convertible senior notes due 2027 (the “2027 Convertible Notes” and, together with the 2024 Convertible Notes, the “Convertible Notes”). The 2027 Convertible Notes mature on December 1, 2027, unless earlier repurchased or redeemed by us or earlier converted in accordance with their terms prior to the maturity date. The 2027 Convertible Notes are convertible by holders, subject to the conditions described within the indenture governing the 2027 Convertible Notes, into cash, shares of Carnival Corporation common stock, or a combination thereof, at our election. The 2027 Convertible Notes have an initial conversion rate of approximately 75 shares of Carnival Corporation common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $13.39 per share of common stock. The initial conversion price of the 2027 Convertible Notes is subject to certain anti-dilutive adjustments and may also increase if such 2027 Convertible Notes are converted in connection with a tax redemption or certain corporate events as described within the indenture governing the 2027 Convertible Notes. Effective December 1, 2024, the 2027 Convertible Notes became convertible for the period beginning December 1, 2024 and ending February 28, 2025. Refer to Note 15 - “Supplemental Cash Flow Information” for additional detail on transactions related to the 2027 Convertible Notes. We may redeem the 2027 Convertible Notes, in whole but not in part, at any time on or prior to the 40th scheduled trading day immediately before the maturity date at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, if we or any guarantor would have to pay any additional amounts on the 2027 Convertible Notes due to a change in tax laws, regulations or rulings or a change in the official application, administration or interpretation thereof. On or after December 5, 2025 and on or before the 40th scheduled trading day immediately before the maturity date, we may redeem for cash all or part of the 2027 Convertible Notes, at our option, if the last reported sale price of Carnival Corporation’s common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during the 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. The redemption price will equal 100% of the principal amount of the 2027 Convertible Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The net carrying value of the Convertible Notes was as follows:
|  | November 30,
(in millions) |  | 2024 |  | 2023
Principal |  | $ | 1,131 |  |  | $ | 1,557 |
Less: Unamortized debt discount and debt issue costs |  | (19) |  |  | (27) |
|  | $ | 1,112 |  |  | $ | 1,530 |
The interest expense recognized related to the Convertible Notes was as follows:
|  | November 30,
(in millions) |  | 2024 |  | 2023 |  | 2022
Contractual interest expense |  | $ | 86 |  |  | $ | 91 |  |  | $ | 32 |
Amortization of debt discount and debt issue costs |  | 8 |  |  | 9 |  |  | 29 |
|  | $ | 94 |  |  | $ | 100 |  |  | $ | 61 |
As of November 30, 2024, the if-converted value above par was $1.0 billion on 84.5 million available shares for the 2027 Convertible Notes. Collateral and Priority Pool As of November 30, 2024, the net book value of our ships and ship improvements, excluding ships under construction, is $39.3 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 $22.4 billion, including $20.8 billion related to vessels and certain assets related to those vessels) as of November 30, 2024 and certain other assets. As of November 30, 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 the three Revolving Facility Subject Vessels for our Revolving Facility. As of November 30, 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 November 30, 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) at a ratio of not less than 2.0 to 1.0 for each testing date occurring from November 30, 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 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 we reach 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 November 30, 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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