Carnival Corporation Establishes $2.0 Billion Commercial Paper Program

Executive Summary

On November 3, 2026, Carnival Corporation Ltd. entered into a material definitive agreement establishing a commercial paper program allowing the issuance of up to $2.0 billion in short-term, unsecured commercial paper notes. The program is designed to optimize short-term liquidity management and lower borrowing costs, supported by the company's revolving credit facility as a liquidity backstop.

Key Terms & Program Structure

• Maximum Capacity: Up to $2.0 billion aggregate face or principal amount outstanding at any time.
• Maturity: Notes will have maturities of up to 180 days from the date of issuance.
• Ranking: Unsubordinated and unsecured obligations ranking pari passu with all other unsecured and unsubordinated indebtedness of the company.
• Guarantee: Unconditionally and irrevocably guaranteed by Carnival UK Ltd.
• Exemption: Issued under the private placement exemption of Section 4(a)(2) of the Securities Act of 1933.
• Liquidity Backstop: Carnival plans to use its existing revolving credit facility as a backstop for borrowings under the program.
• Use of Proceeds: General corporate purposes.

Market and Financial Impact

Establishing a commercial paper program provides Carnival Corporation with enhanced flexibility in managing working capital and refinancing short-term debt maturities at typically lower interest rates than traditional bank lines. The presence of the revolving credit facility as a liquidity backstop mitigates rollover risk.