v3.25.4
Debt
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt
Note 8. Debt
Debt consists of the following (in millions):
 As of December 31,
Weighted Average Rate(1)
Maturities Through20252024
Fixed rate debt:
Unsecured senior notes5.56%2026 - 2036$11,197 $9,699 
Unsecured term loans3.32%2026 - 20378,024 7,687 
Convertible notes—%2025— 322 
Total fixed rate debt19,221 17,708 
Variable rate debt:
Unsecured revolving credit facilities(2)
—%2028 / 2030— 340 
USD unsecured term loans5.36%2026 - 20372,328 2,227 
Euro unsecured term loans3.46%2028 - 2042194 212 
Total variable rate debt2,522 2,779 
Finance lease liabilities159 117 
Total debt (3)
21,902 20,604 
Less: unamortized debt issuance costs(557)(528)
Total debt, net of unamortized debt issuance costs 21,345 20,076 
Less—current portion (3,180)(1,603)
Long-term portion$18,165 $18,473 
(1)Weighted average interest rates are based on outstanding loan balance as of December 31, 2025, and for variable rate debt include either EURIBOR or Term SOFR plus the applicable margin.
(2)Advances under our unsecured revolving credit facilities accrue interest at Term SOFR plus an interest rate margin of 1.10% as of December 31, 2025. Based on applicable Term SOFR rates, as of December 31, 2025, the interest rate under the unsecured credit facilities was 4.79%. We also pay a facility fee of 0.15% of the total commitments under such facility.
(3)At December 31, 2025 and 2024, the weighted average interest rate for total debt was 4.69% and 4.76%, respectively.
Unsecured Revolving Credit Facilities
During the year ended December 31, 2025, we amended our two revolving credit facilities, bringing our aggregate revolving credit capacity to $6.4 billion, and extended the termination date of one of the revolving credit facilities from October 2026 to October 2030. The commitments are split evenly between the two facilities and are scheduled to mature in October 2028 and October 2030. As of December 31, 2025, our unsecured revolving credit facilities were undrawn.
Convertible Notes due 2025
In March 2025, we completed a privately negotiated exchange with a limited number of holders of the 6.00% Convertible Senior Notes 2025. The holders exchanged approximately $213 million in aggregate principal amount for approximately 3 million shares of common stock and $214 million in cash, including accrued interest. The convertible notes exchange resulted in immaterial induced conversion expense.
In August 2025, the remaining $106 million of our 6.0% Convertible Senior Notes matured. The notes and accrued interest were settled using a combination of $109 million in cash, and the issuance of approximately 1.8 million shares of common stock.
In August 2024, we completed a privately negotiated exchange with a limited number of holders of the 6.00% Convertible Senior Notes due 2025. The holders exchanged approximately $827 million in aggregate principal amount for approximately 11.4 million shares of common stock and $827 million in cash, plus accrued and unpaid interest. The convertible notes
exchange resulted in an induced conversion expense of $119 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
2025 Debt financing transaction
In October 2025, we issued $1.5 billion of senior unsecured notes due in 2036 for net proceeds of approximately $1.49 billion. Interest accrues on the notes at a fixed rate of 5.375% per annum and is payable semi-annually in arrears. The proceeds from this notes issuance were primarily used to finance the delivery of Celebrity Xcel in lieu of utilizing its existing committed export credit agency facility, with the remaining proceeds used to pay down other debt.
2024 Debt financing transactions
In March 2024, we issued $1.25 billion of senior unsecured notes due in 2032 for net proceeds of approximately $1.24 billion. Interest accrues on the notes at a fixed rate of 6.25% per annum and is payable semi-annually in arrears. The proceeds from this notes issuance, together with cash on hand, were used to redeem all of the outstanding $1.25 billion aggregate principal amount of 11.625% Senior Notes due 2027. The repayment resulted in a loss on extinguishment of debt of $116 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
In August 2024, we issued $2.0 billion of senior unsecured notes due in 2033 for net proceeds of approximately $1.98 billion. Interest accrues on the notes at a fixed rate of 6.00% per annum and is payable semi-annually in arrears. The proceeds from this notes issuance were used to redeem all of our outstanding $1.0 billion aggregate principal of 9.250% Senior Notes due 2029 and all of our outstanding $1.0 billion aggregate principal amount of 8.250% Senior secured notes due 2029. The repayment resulted in a loss on extinguishment of debt of $142 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
In September 2024, we issued $1.5 billion of senior unsecured notes due in 2031 for net proceeds of approximately $1.49 billion. Interest accrues on the notes at a fixed rate 5.63% per annum and is a payable semi-annually in arrears. The proceeds from this notes issuance were used to redeem all of our outstanding $700 million aggregate principal amount of the 7.25% Senior Notes due 2030. The repayment resulted in a loss on extinguishment of debt of $61 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
During the fourth quarter of 2024, we repaid the remaining $138 million of the Silver Moon term loan due 2028, which resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
2025 Export credit facilities and agency guarantees
In July 2025, we took delivery of the Star of the Seas. To finance the delivery, we used a combination of cash and borrowed a total of $1.6 billion under the committed financing agreement, resulting in an unsecured term loan which is 95% guaranteed by Finnvera plc. The unsecured term loan amortizes semi-annually over 12 years. The majority of the loan bears interest at a fixed rate of 3.76% per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 0.90% - 1.63%. Based on applicable Term SOFR rates, as of December 31, 2025, the unsecured term loan weighted average interest rate was 4.28%.
2024 Export credit facilities and agency guarantees
In May 2024, we took delivery of Silver Ray. To finance the delivery, we borrowed $507 million under the committed financing agreement, resulting in an unsecured term loan which is 95% guaranteed by Euler Hermes. The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 4.33% per annum.
In June 2024, we took delivery of Utopia of the Seas. To finance the delivery, we borrowed a total of $1.5 billion under the committed financing agreement, resulting in an unsecured term loan which is 100% guaranteed by BpiFrance Assurance Export. The unsecured term loan amortizes semi-annually over 12 years and bears interest primarily at a fixed rate of 3.00% per annum.
During the second quarter of 2024, we repaid $839 million of outstanding deferred amounts under our export credit facilities, which eliminated the restriction on dividends and share repurchases. These repayments included both scheduled payments and an early repayment of the amortization deferral obtained on our export credit facilities in 2020 and 2021, which
resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
All of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed. For the majority of the loans as of December 31, 2025, we pay to the applicable export credit agency, depending on the financing agreement, an upfront fee of 2.35% to 5.48% of the maximum loan amount in consideration for these guarantees. We amortize the fees that are paid upfront over the life of the loan through Interest expense, net of interest capitalized. We classify these fees within Amortization of debt issuance costs, discounts and premiums in our consolidated statements of cash flows. Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets. Once the loan is drawn, such fees are classified as a discount to the related loan, or contra-liability account, within Current portion of long-term debt or long-term debt.
Debt covenants
Our revolving credit facilities, the majority of our term loans, and certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, and limit our net debt-to-capital ratio. In July 2024, we amended all of our export credit facilities to eliminate the contractual requirement for us to maintain a minimum level of stockholders' equity. As of December 31, 2025, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.
Annual maturities
The following is a schedule of annual maturities on our total debt including finance leases, as of December 31, 2025 for each of the next five years (in millions):
Year
As of December 31, 2025 (1)
2026$3,187 
20272,627 
20283,218 
20291,139 
20301,089 
Thereafter10,642 
$21,902 
(1)    Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2025.