v3.25.2
Debt
9 Months Ended
Aug. 31, 2025
Debt Disclosure [Abstract]  
Debt Debt
August 31,November 30,
(in millions)MaturityRate (a)20252024
Secured Subsidiary Guaranteed
Notes
NotesJun 20277.88%$192 $192 
NotesAug 20284.00%2,406 2,406 
NotesAug 20297.00%500 500 
Loans
Floating rate (b)Aug 2027 - Oct 2028
SOFR + 2.00% (c)
— 2,449 
          Total Secured Subsidiary Guaranteed3,098 5,547 
Senior Priority Subsidiary Guaranteed
Notes (b)May 202810.38%— 2,030 
Unsecured Subsidiary Guaranteed
Notes
Notes (b)Mar 20267.63%— 1,351 
Notes (b)Mar 20275.75%— 2,722 
Convertible NotesDec 20275.75%1,131 1,131 
NotesMay 20296.00%2,000 2,000 
EUR NotesJan 20305.75%584 528 
NotesMar 20305.75%1,000 — 
Notes (b)Jun 203010.50%— 1,000 
NotesJun 20315.88%1,000 — 
EUR NotesJul 20314.13%1,168 — 
NotesAug 20325.75%3,000 — 
NotesFeb 20336.13%2,000 — 
Loans
EUR floating rate (d)Apr 2025
EURIBOR + 3.25%
— 211 
Floating rateAug 2027
SOFR + 1.13%
400 — 
Export Credit Facilities
Floating rateDec 2031
SOFR + 1.20% (e)
446 514 
Fixed rateAug 2027 - Dec 2032
2.42 - 3.38%
2,097 2,370 
EUR floating rateOct 2026 - Nov 2034
EURIBOR + 0.55 - 0.80%
2,574 2,590 
EUR fixed rateFeb 2031 - Sep 2037
1.05 - 4.00%
5,439 5,386 
          Total Unsecured Subsidiary Guaranteed22,839 19,803 
Unsecured (No Subsidiary Guarantee)
Notes
NotesJan 20286.65%200 200 
EUR NotesOct 20291.00%701 633 
Loans
EUR floating rate (d)Apr 2029
EURIBOR + 1.95%
351 — 
          Total Unsecured (No Subsidiary Guarantee)1,252 833 
Total Debt27,188 28,213 
Less: unamortized debt issuance costs and discounts(707)(738)
Total Debt, net of unamortized debt issuance costs and discounts26,481 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%. See “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)
YearPrincipal Payments
Remainder of 2025
$261 
2026
1,426 
2027
1,959 
2028
5,034 
2029
4,832 
Thereafter13,675 
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.