DEBT

NON-RECOURSE DEBT

The following table summarizes the carrying amount and terms of non-recourse debt as of the periods indicated:



NON-RECOURSE DEBT	Weighted Average Interest Rate		Maturity	December 31,
NON-RECOURSE DEBT	Weighted Average Interest Rate		Maturity	2014				2013
				(in millions)
VARIABLE RATE:⁽¹⁾
Bank loans	3.42	%	2015 – 2033	$	1,893			$	2,783
Notes and bonds	12.06	%	2015 – 2040	1,912				1,845
Debt to (or guaranteed by) multilateral, export credit agencies or development banks⁽²⁾	2.62	%	2015 – 2034	2,375				2,446
Other	8.46	%	2015 – 2043	668				349
FIXED RATE:
Bank loans	5.44	%	2015 – 2023	750				477
Notes and bonds	5.89	%	2015 – 2073	7,654				7,164
Debt to (or guaranteed by) multilateral, export credit agencies or development banks⁽²⁾	5.34	%	2015 – 2034	259				164
Other	5.64	%	2015 – 2061	89				152
SUBTOTAL				15,600			⁽³⁾	15,380			⁽³⁾
Less: Current maturities				(1,982		)		(2,062		)
TOTAL				$	13,618			$	13,318

⁽¹⁾

The interest rate on variable rate debt represents the total of a variable component that is based on changes in an interest rate index and of a fixed component. The Company has interest rate swaps and option agreements in an aggregate notional principal amount of approximately $3.0 billion on non-recourse debt outstanding at December 31, 2014. These agreements economically fix the variable component of the interest rates on the portion of the variable-rate debt being hedged so that the total interest rate on that debt has been fixed at rates ranging from approximately 2.87% to 9.80%. These agreements expire at various dates from 2016 through 2033.


⁽²⁾	Multilateral loans include loans funded and guaranteed by bilaterals, multilaterals, development banks and other similar institutions.


⁽³⁾	There was no non-recourse debt excluded from non-recourse debt and included in current and noncurrent liabilities of held for sale and discontinued businesses in the accompanying Consolidated Balance Sheets as of December 31, 2014. There were $658 million excluded in 2013.

Non-recourse debt as of December 31, 2014 is scheduled to reach maturity as set forth in the table below:



December 31,	Annual Maturities
	(in millions)
2015	$	1,993
2016	2,099
2017	837
2018	1,445
2019	1,064
Thereafter	8,162
Total non-recourse debt	$	15,600

As of December 31, 2014, AES subsidiaries with facilities under construction had a total of approximately $2.3 billion of committed but unused credit facilities available to fund construction and other related costs. Excluding these facilities under construction, AES subsidiaries had approximately $2.4 billion in a number of available but unused committed credit lines to support their working capital, debt service reserves and other business needs. These credit lines can be used for borrowings, letters of credit, or a combination of these uses.

Significant transactions

During the year ended December 31, 2014, we had the following significant debt transactions at our subsidiaries:


•	Mong Duong drew $364 million under its construction loan facility;


•	Angamos issued new debt of $800 million, offset by repayments of $780 million;


•	Gener issued new debt of $700 million, more than offset by repayments of $905 million;


•	Southland, Shady Point and Hawaii (collectively US Generation Holdings) issued new debt of $299 million;


•	Eletropaulo issued new debt of $253 million; offset by repayments of $110 million;


•	DPL issued new debt of $200 million; more than offset by repayments of $364 million;


•	Tietê issued new debt of $318 million, offset by repayments of $132 million;


•	Cochrane drew $305 million under its construction loans;


•	Sul issued new debt of $185 million;


•	Southland made repayments of $188 million;


•	Chivor made repayments of $165 million;


•	UK Wind made repayments of $114 million; and


•	Warrior Run made repayments of $109 million.

Non-Recourse Debt Covenants, Restrictions and Defaults

The terms of the Company’s non-recourse debt include certain financial and non-financial covenants. These covenants are limited to subsidiary activity and vary among the subsidiaries. These covenants may include, but are not limited to, maintenance of certain reserves, minimum levels of working capital and limitations on incurring additional indebtedness.

As of December 31, 2014 and 2013, approximately $245 million and $492 million, respectively, of restricted cash was maintained in accordance with certain covenants of the non-recourse debt agreements, and these amounts were included within “Restricted cash” and “Debt service reserves and other deposits” in the accompanying Consolidated Balance Sheets.

Various lender and governmental provisions restrict the ability of certain of the Company’s subsidiaries to transfer their net assets to the Parent Company. Such restricted net assets of subsidiaries amounted to approximately $2.7 billion at December 31, 2014.

The following table summarizes the Company’s subsidiary non-recourse debt in default as of December 31, 2014. Due to the defaults, these amounts are included in the current portion of non-recourse debt:



	Primary Nature of Default	December 31, 2014
Subsidiary	Primary Nature of Default	Default		Net Assets
		(in millions)
Maritza	Covenant	$	690	$	581
Kavarna	Covenant	168		75
Total		$	858

As of December 31, 2014, none of the defaults are payment defaults. All of the subsidiary non-recourse defaults were triggered by failure to comply with other covenants and/or conditions such as (but not limited to) failure to meet information covenants, complete construction or other milestones in an allocated time, meet certain minimum or maximum financial ratios, or other requirements contained in the non-recourse debt documents of the applicable subsidiary. However, as of December 31, 2014, Kavarna is forecasting a payment default as likely to occur at the end of February 2015.

In the event that there is a default, bankruptcy or maturity acceleration at a subsidiary or group of subsidiaries that meets the applicable definition of materiality under the corporate debt agreements of The AES Corporation, there could be a cross-default to the Company’s recourse debt. Materiality is defined in the Parent's senior secured credit facility as having provided 20% or more of the Parent Company's total cash distributions from businesses for the four most recently completed fiscal quarters. As of December 31, 2014, none of the defaults listed above individually or in the aggregate result in or are at risk of triggering a cross-default under the recourse debt of the Parent Company. In the event the Parent Company is not in compliance with the financial covenants of its senior secured revolving credit facility, restricted payments will be limited to regular quarterly shareholder dividends at the then-prevailing rate. Payment defaults and bankruptcy defaults would preclude the making of any restricted payments.

Interest Expense

Interest expense for the year ended December 31, 2014 has been reduced by approximately $48 million related to reversing contingent interest accruals associated with disputed purchased energy obligations at Sul for which it was determined, based on developments during the second quarter of 2014, that the likelihood of an unfavorable outcome for the payment of interest on the disputed obligations was no longer probable. Interest expense for the year ended December 31, 2013 was reduced by approximately $34 million related to the recognition of ineffectiveness on derivative interest rate swaps accounted for as cash flow hedges.

RECOURSE DEBT

The table below summarizes the carrying amount and terms of recourse debt of the Company as of the periods indicated:



	Interest Rate	Final Maturity	December 31,
RECOURSE DEBT	Interest Rate	Final Maturity	2014			2013
			(in millions)
Senior Unsecured Note	7.75%	2014	—			110
Senior Unsecured Note	7.75%	2015	151			356
Senior Unsecured Note	9.75%	2016	164			369
Senior Unsecured Note	8.00%	2017	525			1,150
Senior Secured Term Loan	LIBOR + 2.75%	2018	—			799
Senior Unsecured Note	LIBOR + 3%	2019	775			—
Senior Unsecured Note	8.00%	2020	625			625
Senior Unsecured Note	7.38%	2021	1,000			1,000
Senior Unsecured Note	4.88%	2023	750			750
Senior Unsecured Note	5.50%	2024	750			—
Term Convertible Trust Securities	6.75%	2029	517			517
Unamortized (Discounts)/Premiums			1			(7		)
SUBTOTAL			5,258			5,669
Less: Current maturities			(151		)	(118		)
Total			$	5,107		$	5,551

The table below summarizes the principal amounts due, net of unamortized discounts, under our recourse debt for the next five years and thereafter:



December 31,	Net Principal Amounts Due
	(in millions)
2015	$	151
2016	162
2017	525
2018	—
2019	773
Thereafter	3,647
Total recourse debt	$	5,258

In February 2014, the Company redeemed in full the $110 million balance of its 7.75% senior unsecured notes due March 2014. On March 7, 2014, the Company issued $750 million aggregate principal amount of 5.50% senior notes due 2024. Concurrent with this offering, the Company redeemed via tender offers $625 million aggregate principal of its existing 8.00% senior unsecured notes due 2017. As a result of the latter transaction, the Company recognized a loss on extinguishment of debt of $132 million that is included in the Consolidated Statements of Operations.

On May 20, 2014, the Company issued $775 million aggregate principal amount of senior unsecured floating rate notes due June 2019. The notes bear interest at a rate of 3% above three-month LIBOR, reset quarterly. Concurrent with this offering, the Company repaid $767 million of its existing senior secured term loan due 2018. As a result of the latter transaction, the Company recognized a loss on extinguishment of debt of $10 million that is included in the Consolidated Statement of Operations. On June 16, 2014, the Company repaid in full the remaining balance of approximately $29 million of its senior secured term loan due 2018.

On July 25, 2014, the Company issued two notices to call $320 million aggregate principal amount of unsecured notes, $160 million of which was used to retire notes due in 2015 and $160 million of which was used to retire notes due in 2016. The Company closed these transactions on August 25, 2014. As a result of this transaction, the Company recognized a loss on extinguishment of debt of $40 million that is included in the Consolidated Statement of Operations.

Recourse Debt Covenants and Guarantees

The Company’s obligations under the senior secured credit facility are subject to certain exceptions, secured by:


⁽ⁱ⁾	all of the capital stock of domestic subsidiaries owned directly by the Company and 65% of the capital stock of certain foreign subsidiaries owned directly or indirectly by the Company; and


⁽ⁱⁱ⁾	certain intercompany receivables, certain intercompany notes and certain intercompany tax sharing agreements.

The senior secured credit facility is subject to mandatory prepayment under certain circumstances, including the sale of certain assets. In such a situation, the net cash proceeds from the sale must be applied pro rata to repay the term loan, if any, using 60% of net cash proceeds, reduced to 50% when and if the parent’s recourse debt to cash flow ratio is less than 5:1. The lenders have the option to waive their pro rata redemption.

The senior secured credit facility contains customary covenants and restrictions on the Company’s ability to engage in certain activities, including, but not limited to, limitations on other indebtedness, liens, investments and guarantees; limitations on restricted payments such as shareholder dividends and equity repurchases; restrictions on mergers and acquisitions, sales of assets, leases, transactions with affiliates and off-balance sheet or derivative arrangements; and other financial reporting requirements.

The senior secured credit facility also contains financial covenants requiring the Company to maintain certain financial ratios including a cash flow to interest coverage ratio, calculated quarterly, which provides that a minimum ratio of the Company’s adjusted operating cash flow to the Company’s interest charges related to recourse debt of 1.3× must be maintained at all times and a recourse debt to cash flow ratio, calculated quarterly, which provides that the ratio of the Company’s total recourse debt to the Company’s adjusted operating cash flow must not exceed a maximum of 7.5×.

The terms of the Company’s senior unsecured notes and senior secured credit facility contain certain covenants including, without limitation, limitation on the Company’s ability to incur liens or enter into sale and leaseback transactions.

TERM CONVERTIBLE TRUST SECURITIES

In 1999, AES Trust III, a wholly owned special purpose business trust and a VIE, issued approximately 10.35 million of $50 par value Term Convertible Preferred Securities (“TECONS”) with a quarterly coupon payment of $0.844 for total proceeds of $517 million and concurrently purchased $517 million of 6.75% Junior Subordinated Convertible Debentures due 2029 (the “6.75% Debentures”) issued by AES. The Company consolidates AES Trust III in its consolidated financial statements and classifies the TECONS as recourse debt on its Consolidated Balance Sheet. The Company’s obligations under the 6.75% Debentures and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by the Company of the TECON Trusts’ obligations. As of December 31, 2014 and 2013, the sole assets of AES Trust III are the 6.75% Debentures.

AES, at its option, can redeem the 6.75% Debentures which would result in the required redemption of the TECONS issued by AES Trust III, currently for $50 per TECON. The TECONS must be redeemed upon maturity of the 6.75% Debentures. The TECONS are convertible into the common stock of AES at each holder’s option prior to October 15, 2029 at the rate of 1.4216, representing a conversion price of $35.17 per share. The maximum number of shares of common stock AES would be required to issue should all holders decide to convert their securities would be 14.7 million shares.

Dividends on the TECONS are payable quarterly at an annual rate of 6.75%. The Trust is permitted to defer payment of dividends for up to 20 consecutive quarters, provided that the Company has exercised its right to defer interest payments under the corresponding debentures or notes. During such deferral periods, dividends on the TECONS would accumulate quarterly and accrue interest, and the Company may not declare or pay dividends on its common stock. AES has not exercised the option to defer any dividends at this time and all dividends due under the Trust have been paid.