NOTE 5 – Debt

Long-term debt and short-term borrowings consisted of the following (in millions):


	November 30,
	2011(a)			2010(a)
SECURED LONG-TERM DEBT
Fixed rate export credit facilities, bearing interest at 5.4% and 5.5%, collateral released in 2011	$	-		$	328
Other		3			3

Total Secured Long-term Debt		3			331

UNSECURED LONG-TERM DEBT
Export Credit Facilities
Fixed rate, bearing interest at 4.2% to 5.5%, due through 2020 (b)		2,340			2,339
Euro fixed rate, bearing interest at 3.8% to 4.5%, due through 2025 (b)		470			503
Floating rate, bearing interest at LIBOR plus 1.3% to 1.6% (1.6% to 2.0%), due through 2023 (c)(d)		872			688
Euro floating rate, bearing interest at EURIBOR plus 0.2% to 1.0% (1.7% to 2.8%), due through 2026 (b)(e)		1,314			824
Bank Loans
Fixed rate, bearing interest at 2.7% to 4.4%, due through 2015 (b)(f)(g)		850			851
Euro fixed rate, bearing interest at 3.9% to 4.7%, due through 2021 (b)		350			406
Floating rate, bearing interest at LIBOR plus 0.7% to 0.9% (1.1% to 1.5%), due through 2016 (g)(h)		500			150
Euro floating rate, bearing interest at EURIBOR plus 0.6% (2.1%), due in 2014 (b)(i)		135			262
Private Placement Notes
Fixed rate, bearing interest at 5.9% to 6.0%, due through 2016		121			123
Euro fixed rate, bearing interest at 6.7% to 7.3%, due through 2018 (b)		247			246
Publicly-Traded Notes
Fixed rate, bearing interest at 6.7% to 7.2%, due through 2028		528			529
Euro fixed rate, bearing interest at 4.3%, due in 2013		997			991
Sterling fixed rate, bearing interest at 5.6%, due in 2012		314			322
Other		31			59

Total Unsecured Long-term Debt		9,069			8,293

UNSECURED SHORT-TERM BORROWINGS
Commercial paper, with aggregate weighted-average interest rate of 0.3%, repaid in December 2011		162			696
Euro bank loans, with aggregate weighted-average interest rate of 1.8%, repaid in December 2011		119			44

Total Unsecured Short-term Borrowings		281			740

Total Unsecured Debt		9,350			9,033

Total Debt		9,353			9,364

Less short-term borrowings		(281	)		(740	)
Less current portion of long-term debt		(1,019	)		(613	)

Total Long-term Debt	$	8,053		$	8,011

(a)

All interest rates are as of the latest balance sheet date for which there is an outstanding debt balance. The debt table does not include the impact of our foreign currency and interest rate swaps. At November 30, 2011, 56%, 41% and 3% (60%, 37% and 3% at November 30, 2010) of our debt was U.S. dollar, euro and sterling-denominated, respectively, including the effect of foreign currency swaps. Substantially all of our debt agreements, including our main revolving credit facility, contain one or more financial covenants that require us, among other things, to maintain minimum debt service coverage and minimum shareholders’ equity and to limit our debt to capital and debt to equity ratios and the amounts of our secured assets and secured and other indebtedness. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default acceleration clauses, substantially all of our outstanding debt and derivative contract payables (see Note 10) could become due, and all debt and derivative contracts could be terminated. At November 30, 2011, we believe we were in compliance with all of our debt covenants.

(b)

Includes an aggregate $3.5 billion of debt whose interest rate would increase upon a downgrade of the long-term senior unsecured credit ratings of Carnival Corporation or Carnival plc from BBB+ to BBB, or A3 to Baa2, and will increase further upon additional credit rating downgrades, exclusive of the amount shown in Note (g).

(c)

In 2011, we borrowed $583 million under an unsecured export credit facility, the proceeds of which were used to pay for a portion of Carnival Magic’s purchase price. This facility bears interest at LIBOR plus a margin of 160 basis points (“bps”) and is due in semi-annual installments through April 2023.

(d)	In 2011, we repaid $300 million of an unsecured floating rate export credit facility that was borrowed to pay for a portion of Queen Elizabeth’s purchase price prior to its maturity dates through 2022.

(e)

In 2011, we borrowed $406 million under an unsecured euro-denominated export credit facility, the proceeds of which were used to pay for a portion of AIDAsol’s purchase price. This facility bears interest at EURIBOR plus a margin of 20 bps and is due in semi-annual installments through March 2023. In addition, in 2011 Costa borrowed $209 million under an unsecured euro-denominated export credit facility, which bears interest at EURIBOR plus a margin of 98 bps and is due in semi-annual installments through October 2026.

(f)	Includes a $150 million bank loan that currently carries a fixed interest rate. However, the loan can be converted to a floating interest rate at the option of the lenders.

(g)

Includes an aggregate $600 million of bank loans whose interest rate, and in the case of our main revolver its commitment fees, would increase upon a downgrade in the long-term senior unsecured credit ratings of Carnival Corporation or Carnival plc from A3 to Baa1, and will increase further upon additional credit rating downgrades.

(h)	In 2011, we repaid $150 million of an unsecured floating rate bank loan prior to its 2013 maturity date. In addition, in 2011 we borrowed an aggregate $500 million under four unsecured floating rate bank loans that mature through October 2016.

(i)	In 2011, we repaid $136 million of an unsecured floating rate euro-denominated bank loan prior to its 2014 maturity date.

At November 30, 2011, the scheduled annual maturities of our debt were as follows (in millions):


	Fiscal
	2012		2013		2014		2015		2016		Thereafter		Total
Short-term borrowings	$	281											$	281
Long-term debt		1,019	$	1,624	$	1,557	$	1,195	$	780	$	2,897		9,072

	$	1,300	$	1,624	$	1,557	$	1,195	$	780	$	2,897	$	9,353

Debt issuance costs are generally amortized to interest expense using the straight-line method, which approximates the effective interest method, over the term of the debt. In addition, all debt issue discounts are amortized to interest expense using the effective interest rate method over the term of the notes.

Committed Ship Financings

We have unsecured long-term export credit committed ship financings, for which we have the option to draw in euros and/or U.S. dollars depending on the facility, in order to pay for a portion of our ships’ purchase prices. These commitments, if drawn, are generally repayable semi-annually over 12 years. We have the option to cancel each one at specified dates prior to the underlying ship’s delivery date.

At January 23, 2012, our committed ship financings are as follows:


Cruise Brands and Ships	Fiscal Year Scheduled for Funding		Amount
			(in millions)
North America
Carnival Cruise Lines
Carnival Breeze		2012	$	560

Princess
Royal Princess		2013		538
Newbuild		2014		538

North America Cruise Brands				1,636


EAA
AIDA
AIDAmar		2012		389
Newbuild		2013		318
Newbuild		2015		452
Newbuild		2016		452
P&O Cruises (UK)
Newbuild		2015		554

Costa
Newbuild		2014		522

EAA Cruise Brands				2,687

			$	4,323

Revolving Credit Facilities

In 2011, concurrent with the early termination of our existing multi-currency revolving credit facility for $2.0 billion (comprised of $1.2 billion, €400 million and £200 million), Carnival Corporation, Carnival plc and certain of Carnival plc’s subsidiaries entered into a five-year multi-currency revolving credit facility for $2.5 billion (comprised of $1.6 billion, €450 million and £150 million) (the “Facility”). The Facility currently bears interest at LIBOR/EURIBOR plus a margin of 65 bps. The margin will vary based on changes to Carnival Corporation’s and Carnival plc’s long-term senior unsecured credit ratings. We are required to pay a commitment fee of 35% of the margin per annum on any undrawn portion. If more than one-third or if more than two-thirds of the Facility is drawn, we will incur an additional 15 bps or 30 bps utilization fee, respectively, on the total amount outstanding.

At November 30, 2011, we also had two other revolving credit facilities with an aggregate $161 million available that mature through 2015. At November 30, 2011, $2.4 billion was available under our Facility and our other revolving credit facilities, net of outstanding commercial paper.