Carnival Corp Ltd.CCL
Carnival Corp Ltd. Debt Disclosure
Debt
| 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 2025 (d) | 5.75% | 1,131 | 1,131 | |||||||||||||||||||
| Notes (b) | May 2029 | 6.00% | — | 2,000 | |||||||||||||||||||
| Notes | May 2029 | 5.13% | 1,250 | — | |||||||||||||||||||
| EUR Notes | Jan 2030 | 5.75% | 580 | 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% | 1,160 | — | |||||||||||||||||||
| Notes | Aug 2032 | 5.75% | 3,000 | — | |||||||||||||||||||
| Notes | Feb 2033 | 6.13% | 2,000 | — | |||||||||||||||||||
| Loans | |||||||||||||||||||||||
| EUR floating rate (e) | Apr 2025 | EURIBOR + 3.25% | — | 211 | |||||||||||||||||||
| Floating rate | Aug 2027 - Nov 2027 | SOFR + 1.13 - 1.38% | 900 | — | |||||||||||||||||||
| Export Credit Facilities | |||||||||||||||||||||||
| Floating rate | Dec 2031 | SOFR + 1.20% (f) | 446 | 514 | |||||||||||||||||||
| Fixed rate | Aug 2027 - Dec 2032 | 2.42 - 3.38% | 1,983 | 2,370 | |||||||||||||||||||
| EUR floating rate | Oct 2026 - Nov 2034 | EURIBOR + 0.55 - 0.80% | 2,461 | 2,590 | |||||||||||||||||||
| EUR fixed rate | Feb 2031 - Sep 2037 | 1.05 - 4.00% | 6,132 | 5,386 | |||||||||||||||||||
| Total Unsecured Subsidiary Guaranteed | 23,042 | 19,803 | |||||||||||||||||||||
| Unsecured (No Subsidiary Guarantee) | |||||||||||||||||||||||
| Notes | |||||||||||||||||||||||
| Notes | Jan 2028 | 6.65% | 200 | 200 | |||||||||||||||||||
| EUR Notes | Oct 2029 | 1.00% | 696 | 633 | |||||||||||||||||||
| Loans | |||||||||||||||||||||||
| EUR floating rate (e) | Apr 2029 | EURIBOR + 1.95% | 348 | — | |||||||||||||||||||
| Total Unsecured (No Subsidiary Guarantee) | 1,244 | 833 | |||||||||||||||||||||
| Total Debt | 27,383 | 28,213 | |||||||||||||||||||||
| Less: unamortized debt issuance costs and discounts | (744) | (738) | |||||||||||||||||||||
| Total Debt, net of unamortized debt issuance costs and discounts | 26,640 | 27,475 | |||||||||||||||||||||
| Less: current portion of long-term debt | (2,603) | (1,538) | |||||||||||||||||||||
| Long-Term Debt | $ | 24,037 | $ | 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)See “Convertible Notes” below.
(e)During 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.
(f)Includes applicable credit adjustment spread.
As of November 30, 2025, all of our outstanding debt is issued or guaranteed by substantially the same entities with the exception of the $1.8 billion of export credit facilities of Sun Princess Limited and Sun Princess II Limited, which do not guarantee our other outstanding debt.
As of November 30, 2025, the scheduled maturities of our debt are as follows:
| (in millions) | ||||||||
| Year | Principal Payments | |||||||
| 2026 (a) | $ | 2,615 | ||||||
| 2027 | 2,518 | |||||||
| 2028 | 3,962 | |||||||
| 2029 | 4,133 | |||||||
| 2030 | 2,886 | |||||||
| Thereafter | 11,268 | |||||||
| Total | $ | 27,383 | ||||||
(a)Includes $1.1 billion of our 5.75% convertible senior notes due 2027 (“2027 Convertible Notes”) which were settled in December 2025. See “Convertible Notes” below.
Revolving Facility
During 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 November 30, 2025, we had $4.5 billion available for borrowing under the Revolving Facility.
Notes and Term Loans
Repricing of Senior Secured Term Loans
During 2025, we entered into amendments 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. During 2025, the Repriced Loans were prepaid.
Issuances and Borrowings
During 2025, we issued the following senior unsecured notes:
•$1.3 billion of 5.13% senior unsecured notes due 2029
•$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 the following under unsecured term loan facilities maturing in 2027:
•$0.4 billion bearing interest at a rate per annum equal to SOFR plus 1.13%
•$0.3 billion bearing interest at a rate per annum equal to SOFR plus 1.25%
•$0.3 billion bearing interest at a rate per annum equal to SOFR plus 1.38%
Prepayments
During 2025, we used proceeds from debt issuances and borrowings, together with cash on hand, to prepay the following debt instruments:
•7.63% senior unsecured notes due 2026
•5.75% senior unsecured notes due 2027
•First-priority senior secured term loan facilities maturing in 2027 and 2028
•10.38% senior priority notes due 2028
•6.00% senior unsecured notes due 2029
•10.50% senior unsecured notes due 2030
The aggregate amount of these prepayments was $11.6 billion.
Debt Extinguishment and Modification Costs
During 2025, we recognized a total of $409 million of debt extinguishment and modification costs, including $271 million of premium paid on redemption, within our Consolidated Statements of Income (Loss) as a result of the above transactions.
Export Credit Facility Borrowings
During 2025, we borrowed $0.8 billion under export credit facilities due in semi-annual installments through 2037. As of November 30, 2025, we had $7.8 billion of undrawn export credit facilities to fund ship deliveries planned through 2033. As of November 30, 2025, the net book value of our ships subject to negative pledges was $19.3 billion.
Convertible Notes
In September 2025, we issued a notice of redemption of the outstanding principal amount of the 2027 Convertible Notes at a redemption price equal to 100% of the principal amount, plus accrued interest, up until the redemption date of December 5, 2025. As a result of the redemption notice, the 2027 Convertible Notes became convertible at the option of the holder through December 3, 2025. We elected to settle any conversions through a combination settlement. Substantially all holders of the $1.1 billion principal amount of the 2027 Convertible Notes elected to convert their notes, resulting in the issuance of 69.1 million shares of Carnival Corporation common stock and a cash payment of $500 million.
The net carrying value of our convertible notes was as follows:
| November 30, | ||||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Principal | $ | 1,131 | $ | 1,131 | ||||||||||
| Less: Unamortized debt discount and debt issue costs | (13) | (19) | ||||||||||||
| $ | 1,118 | $ | 1,112 | |||||||||||
The interest expense recognized related to our convertible notes was as follows:
| November 30, | ||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||||||||||
| Contractual interest expense | $ | 65 | $ | 86 | $ | 91 | ||||||||||||||
| Amortization of debt discount and debt issue costs | 6 | 8 | 9 | |||||||||||||||||
| $ | 71 | $ | 94 | $ | 100 | |||||||||||||||
As of November 30, 2025, the if-converted value above par was $1.0 billion on 84.5 million available shares for the 2027 Convertible Notes.
Collateral Pool
As of November 30, 2025, the net book value of our ships and ship improvements, excluding ships under construction, is $40.6 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 $22.4 billion, including $20.8 billion related to ships and certain assets related to those ships as of November 30, 2025) and certain other assets.
Covenant Compliance
As of November 30, 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 November 30, 2025 testing date, and at a ratio of not less than 3.0 to 1.0 for the February 28, 2026 testing date onwards
•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
•Limit the amounts of our secured assets as well as secured and other indebtedness
At November 30, 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.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Jan 27, 2026 | Showing above |
| 2024 | Jan 27, 2025 | |
| 2023 | Jan 26, 2024 | |
| 2022 | Jan 27, 2023 | |
| 2021 | Jan 27, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.