NOTE 11—FINANCING:

Long-term debt (in millions):

Carrying

value as of

Face

Issuance

Issuance

December 31, 

  ​ ​ ​

amount

  ​ ​ ​

discount

  ​ ​ ​

costs

  ​ ​ ​

2025

9.250% Yankee bonds due 2028

 

$

51.2

$

$

$

51.2

5.250% Minera Mexico Senior unsecured notes due 2032

 

 

1,000

(5.5)

(5.7)

 

988.8

7.500% Senior unsecured notes due 2035

1,000

(9.3)

(6.1)

984.6

6.750% Senior unsecured notes due 2040

 

 

1,100

(5.9)

(4.7)

 

1,089.4

5.250% Senior unsecured notes due 2042

1,200

(16.0)

(5.3)

1,178.7

5.875% Senior unsecured notes due 2045

 

 

1,500

(14.4)

(7.6)

 

1,478.1

4.500% Minera Mexico Senior unsecured notes due 2050

1,000

(11.3)

(8.8)

 

979.9

Total

$

6,851.2

$

(62.3)

$

(38.2)

 

6,750.7

Less, current portion

 

Total long-term debt

$

6,750.7

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Carrying

value as of

Face

Issuance

Issuance

December 31, 

amount

discount

costs

2024

3.875% Senior unsecured notes due 2025

$

500

$

(0.1)

$

(0.1)

$

499.8

9.250% Yankee bonds due 2028

 

51.2

 

51.2

7.500% Senior unsecured notes due 2035

 

1,000

(9.9)

(6.6)

 

983.5

6.750% Senior unsecured notes due 2040

 

1,100

(6.1)

(4.9)

1,089.0

5.250% Senior unsecured notes due 2042

1,200

(16.6)

(5.5)

 

1,177.9

5.875% Senior unsecured notes due 2045

 

1,500

(14.7)

(7.8)

1,477.5

4.500% Minera Mexico Senior unsecured notes due 2050

 

1,000

(11.6)

(9.0)

 

979.4

Total

$

6,351.2

$

(59.0)

$

(33.9)

 

6,258.3

Less, current portion

 

(499.8)

Total long-term debt

$

5,758.5

The bonds, referred above as “Yankee bonds”, contain a covenant requiring Minera Mexico to maintain a ratio of EBITDA to interest expense of not less than 2.5 to 1.0 as such terms are defined in the debt instrument. At December 31, 2025, Minera Mexico was in compliance with this covenant.

Between July 2005 and April 2015, the Company issued fixed-rate senior unsecured notes eight times for a total of $6.2 billion, as listed above. Interest on the notes is paid semi-annually in arrears. The notes rank pari passu with each other and rank pari passu in right of payment with all of the Company’s other existing and future unsecured and unsubordinated indebtedness. Net proceeds are being used for general corporate purposes, including the financing of the Company´s capital investment program. The notes were issued with an underwriters’ discount. The unamortized balance of the discount and the costs of these notes are presented net of the carrying value of the debt issued and are amortized as interest expense over the life of the loan.

The indentures relating to the notes contain certain restrictive covenants, including limitations on liens, limitations on sale and leaseback transactions, rights of the holders of the notes upon the occurrence of a change of control triggering event, limitations on subsidiary indebtedness and limitations on consolidations, mergers, sales or conveyances. Certain of these covenants cease to be applicable before the notes mature if the Company obtains an investment grade rating. The Company obtained investment grade rating in 2005. The Company has registered these notes under the Securities

Act of 1933, as amended. The Company may issue additional debt from time to time pursuant to certain of the indentures.

If the Company experiences a “Change of Control Triggering Event”, the Company must offer to repurchase the notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any. A Change of Control Trigger Event means a Change of Control (as defined) and a rating decline (as defined), that is, if the rating of the notes, by at least one of the rating agencies shall be decreased by one or more gradations.

At December 31, 2025, the Company was in compliance with the covenants of the notes.

In 2019, SCC’s subsidiary Minera Mexico S.A. de C.V. issued an aggregate of $1.0 billion of fixed-rate senior notes. The notes constitute general unsecured obligations of Minera Mexico and were issued in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933.

The indenture related to the notes contains covenants that limit Minera Mexico's ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of Minera Mexico's assets.

In February 2025, SCC’s subsidiary, Minera Mexico S.A. de C.V., issued $1.0 billion of fixed-rate senior notes. This debt was issued in one tranche, due in 2032 at an annual fixed interest rate of 5.625%. Accrued interest on the notes will be paid semi-annually in arrears. The Company is using the net proceeds from this offering (i) to finance Minera Mexico’s capital expenditures and (ii) for general corporate purposes, in each case in compliance with applicable law. The notes were issued with an underwriters’ discount of $6.2 million. Additionally, issuance costs of $6.4 million associated with these notes were paid and deferred. The unamortized balance of the discount and the costs are presented net of the carrying value of the debt issued and are amortized as interest expense over the life of the loan.

The notes constitute general unsecured obligations of Minera Mexico.

In connection with the transaction, in February 2025, Minera Mexico entered into a supplemental indenture with Computershare Trust Company N.A., as trustee, which provides for the issuance and sets forth the terms of the notes described above. The indenture contains covenants that limit Minera Mexico's ability to, among other things, incur certain liens securing indebtedness; engage in certain sale and leaseback transactions; and enter into certain consolidations, mergers, conveyances or transfers of all or substantially all of Minera Mexico's assets.

In February 2025, Moody’s investors service assigned its Baa1 as the debt rating on the new notes issued. The same month, Fitch and Standard & Poor’s ratings services assigned its ‘BBB+’ rating for new notes issued.

Debt repayment:

On April 22, 2025, the Company settled the 3.875% senior unsecured notes due 2025. The settlement included principal of $500 million and accrued interest of $9.7 million.

Aggregate maturities of the outstanding borrowings as of December 31, 2025, are as follows:

  ​ ​ ​

Principal

Years

Due(*)

(in millions)

2026

 

$

2027

2028

 

51.2

2029

 

2030

Thereafter

 

6,800.0

Total

$

6,851.2

(*)Total debt maturities do not include the debt discount valuation account of $100.5 million.

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.