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v3.25.2

Debt | 9 Months Ended
--- | ---
Aug. 31, 2025
Debt Disclosure [Abstract] |
Debt | Debt
|  |  | August 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 (b) | Aug 2027 - Oct 2028 |  | SOFR + 2.00% (c) |  | — |  |  | 2,449 |
Total Secured Subsidiary Guaranteed |  |  |  | 3,098 |  |  | 5,547 |
Senior Priority Subsidiary Guaranteed |  |  |  |  |  |  |
Notes (b) | May 2028 |  | 10.38% |  | — |  |  | 2,030 |
Unsecured Subsidiary Guaranteed |  |  |  |  |  |  |
Notes |  |  |  |  |  |  |
Notes (b) | Mar 2026 |  | 7.63% |  | — |  |  | 1,351 |
Notes (b) | Mar 2027 |  | 5.75% |  | — |  |  | 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% |  | 584 |  |  | 528 |
Notes | Mar 2030 |  | 5.75% |  | 1,000 |  |  | — |
Notes (b) | Jun 2030 |  | 10.50% |  | — |  |  | 1,000 |
Notes | Jun 2031 |  | 5.88% |  | 1,000 |  |  | — |
EUR Notes | Jul 2031 |  | 4.13% |  | 1,168 |  |  | — |
Notes | Aug 2032 |  | 5.75% |  | 3,000 |  |  | — |
Notes | Feb 2033 |  | 6.13% |  | 2,000 |  |  | — |
Loans |  |  |  |  |  |  |
EUR floating rate (d) | Apr 2025 |  | EURIBOR + 3.25% |  | — |  |  | 211 |
Floating rate | Aug 2027 |  | SOFR + 1.13% |  | 400 |  |  | — |
Export Credit Facilities |  |  |  |  |  |  |
Floating rate | Dec 2031 |  | SOFR + 1.20% (e) |  | 446 |  |  | 514 |
Fixed rate | Aug 2027 - Dec 2032 |  | 2.42 - 3.38% |  | 2,097 |  |  | 2,370 |
EUR floating rate | Oct 2026 - Nov 2034 |  | EURIBOR + 0.55 - 0.80% |  | 2,574 |  |  | 2,590 |
EUR fixed rate | Feb 2031 - Sep 2037 |  | 1.05 - 4.00% |  | 5,439 |  |  | 5,386 |
Total Unsecured Subsidiary Guaranteed |  |  |  | 22,839 |  |  | 19,803 |
Unsecured (No Subsidiary Guarantee) |  |  |  |  |  |  |
Notes |  |  |  |  |  |  |
Notes | Jan 2028 |  | 6.65% |  | 200 |  |  | 200 |
EUR Notes | Oct 2029 |  | 1.00% |  | 701 |  |  | 633 |
Loans |  |  |  |  |  |  |
EUR floating rate (d) | Apr 2029 |  | EURIBOR + 1.95% |  | 351 |  |  | — |
Total Unsecured (No Subsidiary Guarantee) |  |  |  | 1,252 |  |  | 833 |
Total Debt |  |  |  |  | 27,188 |  |  | 28,213 |
Less: unamortized debt issuance costs and discounts |  |  |  |  | (707) |  |  | (738) |
Total Debt, net of unamortized debt issuance costs and discounts |  |  |  |  | 26,481 |  |  | 27,475 |
Less: current portion of long-term debt |  |  |  |  | (1,417) |  |  | (1,538) |
Long-Term Debt |  |  |  |  | $ | 25,064 |  |  | $ | 25,936 |
(a)The reference rates, together with any applicable credit adjustment spread, for all of our floating rate debt have a 0.00% floor. (b)See “Debt Prepayments” below. (c)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. (d)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. (e)Includes applicable credit adjustment spread. As of August 31, 2025, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $1.1 billion of export credit facilities of Sun Princess Limited and Sun Princess II Limited (“Sun Princess II”), which do not guarantee our other outstanding debt. As of August 31, 2025, the scheduled maturities of our debt are as follows:
(in millions) |  |
Year |  | Principal Payments
Remainder of 2025 |  | $ | 261 |
2026 |  | 1,426 |
2027 |  | 1,959 |
2028 |  | 5,034 |
2029 |  | 4,832 |
Thereafter |  | 13,675 |
Total |  | $ | 27,188 |
Revolving Facility In June 2025, Carnival Corporation and Carnival plc entered into a $4.5 billion unsecured multi-currency revolving credit facility (“Revolving Facility”). The Revolving Facility replaced the $1.9 billion, €0.9 billion and £0.1 billion multi-currency revolving credit facility of Carnival Holdings (Bermuda) II Limited, a subsidiary of Carnival Corporation. The Revolving Facility contains an accordion feature allowing up to $1.0 billion of additional revolving commitments. We may borrow or utilize available amounts under the Revolving Facility through its maturity in June 2030, subject to the satisfaction of the conditions in the facility. Borrowings under the Revolving Facility bear interest at a rate of term SOFR, EURIBOR, or daily compounding SONIA, as applicable, plus a margin based on the credit ratings of Carnival Corporation. In addition, we are required to pay certain fees on the aggregate commitments under the Revolving Facility. As of August 31, 2025 we had $4.5 billion available for borrowings under the 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 were included within the total Secured Subsidiary Guaranteed Loans balance in the debt table above. In July 2025, the Repriced Loans were prepaid. Debt Issuances and Borrowings During 2025, we issued the following senior unsecured notes: •$1.0 billion of 5.75% senior unsecured notes due 2030 •$1.0 billion of 5.88% senior unsecured notes due 2031 •$1.2 billion of 4.13% senior unsecured euro notes due 2031 •$3.0 billion of 5.75% senior unsecured notes due 2032 •$2.0 billion of 6.13% senior unsecured notes due 2033 Additionally, we borrowed $0.4 billion under an unsecured term loan facility maturing in 2027. The term loan bears interest at a rate per annum equal to SOFR plus 1.13%. Debt Prepayments During 2025, we used proceeds from debt issuances and borrowings, together with cash on hand, to prepay the following debt instruments: •First-priority senior secured term loan facilities maturing in 2027 and 2028 •10.50% senior unsecured notes due 2030 •10.38% senior priority notes due 2028 •7.63% senior unsecured notes due 2026 •5.75% senior unsecured notes due 2027 The aggregate amount of these prepayments was $9.6 billion. Debt Extinguishment and Modification Costs During the three and nine months ended August 31, 2025, we recognized a total of $111 million and $366 million of debt extinguishment and modification costs, including $45 million and $241 million of premium paid on redemption, 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 August 31, 2025, we had $8.7 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of August 31, 2025, the net book value of our ships subject to negative pledges pursuant to export credit facilities was $18.2 billion. In September 2025, Sun Princess II borrowed $0.8 billion under an export credit facility due in semi-annual installments through 2037. Collateral Pool As of August 31, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $39.7 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 $21.0 billion related to ships and certain assets related to those ships as of August 31, 2025) and certain other assets. Convertible Notes In September 2025, we issued a notice of redemption for the entire outstanding principal amount of the 5.75% convertible senior notes due 2027, to be redeemed on December 5th, 2025. Covenant Compliance As of August 31, 2025, the most restrictive covenants for our Revolving Facility, unsecured loans and export credit facilities include the following: •Maintain minimum interest coverage (adjusted EBITDA to consolidated net interest charges, as defined in the agreements) 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 euro floating rate 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% •For our export credit facilities, maintain minimum liquidity of $1.5 billion •Limit the amounts of our secured assets as well as secured and other indebtedness At August 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 could become due, and our debt 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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