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v3.25.2

Debt | 6 Months Ended
--- | ---
May 31, 2025
Debt Disclosure [Abstract] |
Debt | Debt
|  |  | May 31, |  | November 30,
(in millions) | Maturity |  | Rate (a) |  | 2025 |  | 2024
Secured Subsidiary Guaranteed |  |  |  |  |  |
Notes |  |  |  |  |  |  |
Notes | Jun 2027 |  | 7.88% |  | $ | 192 |  |  | $ | 192 |
Notes | Aug 2028 |  | 4.00% |  | 2,406 |  |  | 2,406 |
Notes | Aug 2029 |  | 7.00% |  | 500 |  |  | 500 |
Loans |  |  |  |  |  |  |
Floating rate | Aug 2027 - Oct 2028 |  | SOFR + 2.00% (b) |  | 2,449 |  |  | 2,449 |
Total Secured Subsidiary Guaranteed |  |  |  | 5,547 |  |  | 5,547 |
Senior Priority Subsidiary Guaranteed |  |  |  |  |  |
Notes (c) | May 2028 |  | 10.38% |  | — |  |  | 2,030 |
Unsecured Subsidiary Guaranteed |  |  |  |  |  |
Notes |  |  |  |  |  |  |
Notes (d) | Mar 2026 |  | 7.63% |  | — |  |  | 1,351 |
Notes | Mar 2027 |  | 5.75% |  | 2,722 |  |  | 2,722 |
Convertible Notes | Dec 2027 |  | 5.75% |  | 1,131 |  |  | 1,131 |
Notes | May 2029 |  | 6.00% |  | 2,000 |  |  | 2,000 |
EUR Notes | Jan 2030 |  | 5.75% |  | 569 |  |  | 528 |
Notes | Mar 2030 |  | 5.75% |  | 1,000 |  |  | — |
Notes (e) | Jun 2030 |  | 10.50% |  | — |  |  | 1,000 |
Notes | Jun 2031 |  | 5.88% |  | 1,000 |  |  | — |
Notes | Feb 2033 |  | 6.13% |  | 2,000 |  |  | — |
Loans |  |  |  |  |  |  |
EUR floating rate (f) | Apr 2025 |  | EURIBOR + 3.25% |  | — |  |  | 211 |
Export Credit Facilities |  |  |  |  |  |  |
Floating rate | Dec 2031 |  | SOFR + 1.20% (g) |  | 480 |  |  | 514 |
Fixed rate | Aug 2027 - Dec 2032 |  | 2.42 - 3.38% |  | 2,176 |  |  | 2,370 |
EUR floating rate | Oct 2026 - Nov 2034 |  | EURIBOR + 0.55 - 0.80% |  | 2,596 |  |  | 2,590 |
EUR fixed rate | Feb 2031 - Sep 2037 |  | 1.05 - 4.00% |  | 5,523 |  |  | 5,386 |
Total Unsecured Subsidiary Guaranteed |  |  |  | 21,197 |  |  | 19,803 |
Unsecured (No Subsidiary Guarantee) |  |  |  |  |  |
Notes |  |  |  |  |  |  |
Notes | Jan 2028 |  | 6.65% |  | 200 |  |  | 200 |
EUR Notes | Oct 2029 |  | 1.00% |  | 682 |  |  | 633 |
Loans |  |  |  |  |  |  |
EUR floating rate (f) | Apr 2029 |  | EURIBOR + 1.95% |  | 341 |  |  | — |
Total Unsecured (No Subsidiary Guarantee) |  |  |  | 1,223 |  |  | 833 |
Total Debt |  |  |  |  | 27,967 |  |  | 28,213 |
Less: unamortized debt issuance costs and discounts |  |  |  |  | (713) |  |  | (738) |
Total Debt, net of unamortized debt issuance costs and discounts |  |  |  |  | 27,254 |  |  | 27,475 |
Less: current portion of long-term debt |  |  |  |  | (1,392) |  |  | (1,538) |
Long-Term Debt |  |  |  |  | $ | 25,862 |  |  | $ | 25,936 |
(a)The reference rates, together with any applicable credit adjustment spread, for all of our variable debt have 0.00% to 0.75% floors. (b)As part of the repricing of our senior secured term loans, we amended the loans’ margin from 2.75% to 2.00%. Se e “Repricing of Senior Secured Term Loans” below. (c)See “2033 Senior Unsecured Notes” below. (d)See “2031 Senior Unsecured Notes” below. (e)See “2030 Senior Unsecured Notes” below. (f)In April 2025, the euro floating rate loan agreement was amended to increase the principal amount by $112 million, extend its maturity from April 2025 to April 2029, amend the loan’s margin from 3.25% to 1.95% and remove the subsidiary guarantee. (g)Includes applicable credit adjustment spread. As of May 31, 2025, Carnival Corporation and/or Carnival plc was 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 credit facility (“Revolving Facility”) of Carnival Holdings (Bermuda) II Limited (“Carnival Holdings II”), 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 As of May 31, 2025, all of our outstanding debt was issued or guaranteed by substantially the same entities with the exception of the following: •The Revolving Facility of Carnival Holdings II, 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, 2025, the scheduled maturities of our debt are as follows:
(in millions) |  |
Year |  | Principal Payments
Remainder of 2025 |  | $ | 692 |
2026 |  | 1,400 |
2027 |  | 4,958 |
2028 |  | 6,758 |
2029 |  | 4,780 |
Thereafter |  | 9,378 |
Total |  | $ | 27,967 |
Revolving Facility As of May 31, 2025, Carnival Holdings II had $3.0 billion available for borrowing under the Revolving Facility. New Revolving Facility In June 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion unsecured multi-currency revolving credit facility (“New Revolving Facility”). The New Revolving Facility replaced the Revolving Facility of Carnival Holdings II. The New Revolving Facility matures in June 2030 and contains an accordion feature, allowing for up to $1.0 billion of additional revolving commitments. We may borrow or utilize available amounts under the New Revolving Facility through June 2030, subject to the satisfaction of the conditions in the facility. Borrowings under the New Revolving Facility will bear interest at a rate of term SOFR, EURIBOR, or daily compounding SONIA, as applicable, plus a margin based on the long-term credit ratings of Carnival Corporation. In addition, we are required to pay certain fees on the aggregate commitments under the New Revolving Facility. Repricing of Senior Secured Term Loans In January 2025, we entered into amendments with the lender syndicate to reprice the outstanding principal amounts of our first-priority senior secured term loan facility maturing in 2027 and our first-priority senior secured term loan facility maturing in 2028 (“Repriced Loans”), which are included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above. The Repriced Loans bear interest at a rate per annum equal to SOFR with a 0.75% floor, plus a margin equal to 2.00%. 2030 Senior Unsecured Notes In February 2025, we issued $1.0 billion aggregate principal amount of 5.75% 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 10.50% senior unsecured notes due 2030. 2033 Senior Unsecured Notes In February 2025, we issued $2.0 billion aggregate principal amount of 6.13% senior unsecured notes due 2033. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 10.38% senior priority notes due 2028. 2031 Senior Unsecured Notes In May 2025, we issued $1.0 billion aggregate principal amount of 5.88% senior unsecured notes due 2031. We used the net proceeds from the issuance, together with cash on hand, to redeem the outstanding principal amount of the 7.63% senior unsecured notes due 2026. Debt Extinguishment and Modification Costs During the three and six months ended May 31, 2025, we recognized a total of $4 million and $255 million of debt extinguishment and modification costs, including $197 million of premium paid on redemption during the six months ended May 31, 2025, within our Consolidated Statements of Income (Loss) as a result of the above transactions. Export Credit Facility Borrowings Our export credit facilities are due in semi-annual installments through 2037. As of May 31, 2025, we had $8.4 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of May 31, 2025, the net book value of our ships subject to negative pledges pursuant to export credit facilities was $18.7 billion. Collateral and Priority Pool As of May 31, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $39.8 billion. Our secured debt is secured on a first-priority basis by certain collateral, which includes ships and certain assets related to those ships and material intellectual property (combined net book value of approximately $22.7 billion, including $21.1 billion related to ships and certain assets related to those ships) as of May 31, 2025 and certain other assets. As of May 31, 2025, $2.8 billion in net book value of our ship and ship improvements relate to the priority pool ships included in the priority pool of three unencumbered ships (the “Revolving Facility Subject Ships”) for our Revolving Facility. As of May 31, 2025, there was no change in the identity of the Revolving Facility Subject Ships. Covenant Compliance As of May 31, 2025, our Revolving Facility, unsecured loan 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 our export credit facilities and our Revolving Facility, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date, 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 unsecured loan, at a ratio of not less than 2.0 to 1.0 for the May 31, 2025 testing date through the maturity date •For certain of our unsecured loan 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 May 31, 2025, 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 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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