DEBT

NON-RECOURSE DEBT — The following table summarizes the carrying amount and terms of non-recourse debt at our subsidiaries as of the periods indicated (in millions):



NON-RECOURSE DEBT	Weighted Average Interest Rate	Maturity	December 31,
NON-RECOURSE DEBT	Weighted Average Interest Rate	Maturity	2016			2015
Variable Rate: ⁽¹⁾
Bank loans	4.61%	2017 – 2035	$	2,807		$	2,275
Notes and bonds	13.65%	2017 – 2023	1,204			1,169
Debt to (or guaranteed by) multilateral, export credit agencies or development banks ⁽²⁾	2.99%	2021 – 2034	3,189			3,089
Other	14.19%	2018 – 2043	56			39
Fixed Rate:
Bank loans	5.43%	2017 – 2032	791			557
Notes and bonds	5.69%	2017 – 2073	7,822			7,987
Debt to (or guaranteed by) multilateral, export credit agencies or development banks ⁽²⁾	5.85%	2023 – 2034	328			309
Other	5.77%	2018 – 2061	36			13
Unamortized (discount)/premium & debt issuance (costs), net			(441		)	(323		)
Subtotal			15,792			15,115
Less: Current maturities			(1,303		)	(2,172		)
Noncurrent maturities			$	14,489		$	12,943

_____________________________

⁽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 $3.6 billion on non-recourse debt outstanding at December 31, 2016. 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 1.99% to 8.25%. The debt agreements expire at various dates from 2017 through 2073.


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

Non-recourse debt as of December 31, 2016 is scheduled to reach maturity as shown below (in millions):



December 31,	Annual Maturities
2017	$	1,339
2018	1,443
2019	1,214
2020	1,645
2021	2,035
Thereafter	8,557
Unamortized (discount)/premium & debt issuance (costs), net	(441		)
Total non-recourse debt	$	15,792

As of December 31, 2016, AES subsidiaries with facilities under construction had a total of approximately $1.9 billion of committed but unused credit facilities available to fund construction and other related costs. Excluding these facilities under construction, AES subsidiaries had approximately $2.3 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, 2016, the Company's subsidiaries had the following significant debt transactions:



Subsidiary	Issuances		Repayments			Gain (Loss) on Extinguishment of Debt
IPALCO	$	688	$	(455	)	$	—
Gener	633		(314		)	7
DPL	460		(593		)	(3		)
Andres	243		(180		)	(2		)
Los Mina	172		—			—
Wind Generation Holdings	130		(65		)	—
Eletropaulo	73		(202		)	—
Maritza	18		(153		)	—
Other	611		(664		)	(2		)
	$	3,028	$	(2,626	)	$	—

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 and financial ratios, minimum levels of working capital and limitations on incurring additional indebtedness.

As of December 31, 2016 and 2015, approximately $535 million and $513 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 $2.5 billion at December 31, 2016.

The following table summarizes the Company's subsidiary non-recourse debt in default (in millions) as of December 31, 2016. Due to the defaults, these amounts are included in the current portion of non-recourse debt:



	Primary Nature of Default	December 31, 2016
Subsidiary	Primary Nature of Default	Default		Net Assets
Kavarna (Bulgaria)	Covenant	$	123	$	78
Sogrinsk (Kazakhstan)	Covenant	5		9
Total		$	128

As of December 31, 2016, 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.

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, 2016, 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.

RECOURSE DEBT — The following table summarizes the carrying amount and terms of recourse debt of the Company as of the periods indicated (in millions):



	Interest Rate	Final Maturity	December 31, 2016			December 31, 2015
Senior Unsecured Note	8.00%	2017	$	—		$	181
Senior Unsecured Note	LIBOR + 3%	2019	240			775
Senior Unsecured Note	8.00%	2020	469			469
Senior Unsecured Note	7.38%	2021	966			1,000
Senior Unsecured Note	4.88%	2023	713			750
Senior Unsecured Note	5.50%	2024	738			750
Senior Unsecured Note	5.50%	2025	573			575
Senior Unsecured Note	6.00%	2026	500			—
Term Convertible Trust Securities	6.75%	2029	517			517
Unamortized (discounts)/premiums & debt issuance (costs), net			(45		)	(51		)
Subtotal			$	4,671		$	4,966
Less: Current maturities			—			—
Noncurrent maturities			$	4,671		$	4,966

The following table summarizes the principal amounts due under our recourse debt for the next five years and thereafter (in millions):



December 31,	Net Principal Amounts Due
2017	$	—
2018	—
2019	240
2020	469
2021	966
Thereafter	3,041
Unamortized (discount)/premium & debt issuance (costs), net	(45		)
Total recourse debt	$	4,671

In July 2016, the Company redeemed in full the $181 million balance of its 8.0% outstanding senior unsecured notes due 2017. As a result, the Company recognized a loss on extinguishment of debt of $16 million that is included in the Consolidated Statement of Operations.

In May 2016, the Company issued $500 million aggregate principal amount of 6.0% senior notes due 2026. The Company used these proceeds to redeem, at par, $495 million aggregate principal of its existing LIBOR + 3.00% senior unsecured notes due 2019. As a result of the latter transaction, the Company recognized a net loss on extinguishment of debt of $4 million that is included in the Consolidated Statement of Operations.

In January 2016, the Company redeemed $125 million of its senior unsecured notes outstanding. The repayment included a portion of the 7.375% senior notes due in 2021, the 4.875% senior notes due in 2023, the 5.5% senior notes due in 2024, the 5.5% senior notes due in 2025 and the floating rate senior notes due in 2019. As a result of these transactions, the Company recognized a net gain on extinguishment of debt of $7 million that is included in the Consolidated Statement of Operations.

In April 2015, the Company issued $575 million aggregate principal amount of 5.50% senior notes due 2025. Concurrent with this offering, the Company redeemed via tender offers $344 million aggregate principal of its existing 8.00% senior unsecured notes due 2017, and $156 million of its existing 8.00% senior unsecured notes due 2020. As a result of the latter transaction, the Company recognized a loss on extinguishment of debt of $82 million that is included in the Consolidated Statement of Operations.

In March 2015, the Company redeemed in full the $151 million balance of its 7.75% senior unsecured notes due October 2015 and the $164 million balance of its 9.75% senior unsecured notes due April 2016. As a result of these transactions, the Company recognized a loss on extinguishment of debt of $23 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 times 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 times.

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 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, 2016 and 2015, 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.