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Debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
DEBT 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,
2018
 
2017
Variable Rate:
 
 
 
 
 
 
 
Bank loans
4.46%
 
2019 – 2050
 
$
2,600

 
$
2,488

Notes and bonds
3.89%
 
2020 – 2030
 
821

 
900

Debt to (or guaranteed by) multilateral, export credit agencies or development banks (1)
3.56%
 
2023 – 2034
 
3,292

 
3,668

Fixed Rate:
 
 
 
 
 
 
 
Bank loans
4.62%
 
2019 – 2040
 
1,684

 
993

Notes and bonds
5.85%
 
2019 – 2073
 
7,346

 
7,388

Debt to (or guaranteed by) multilateral, export credit agencies or development banks (1)
5.45%
 
2023 – 2034
 
246

 
271

Other
5.87%
 
2023 – 2061
 
24

 
26

Unamortized (discount) premium & debt issuance (costs), net
 
 
 
 
(368
)
 
(394
)
Subtotal
 
 
 
 
$
15,645

 
$
15,340

Less: Current maturities
 
 
 
 
(1,659
)
 
(2,164
)
Noncurrent maturities
 
 
 
 
$
13,986

 
$
13,176

_____________________________
(1) 
Multilateral loans include loans funded and guaranteed by bilaterals, multilaterals, development banks and other similar institutions.
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 $3.9 billion on non-recourse debt outstanding at December 31, 2018. 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 2.24% to 8.00%.
Non-recourse debt as of December 31, 2018 is scheduled to reach maturity as shown below (in millions):
December 31,
Annual Maturities
2019
$
1,697

2020
1,458

2021
1,601

2022
1,530

2023
1,316

Thereafter
8,411

Unamortized (discount) premium & debt issuance (costs), net
(368
)
Total
$
15,645


As of December 31, 2018, AES subsidiaries with facilities under construction had a total of approximately $811 million of committed but unused credit facilities available to fund construction and other related costs. Excluding these facilities under construction, AES subsidiaries had approximately $1.8 billion in various 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, 2018, the Company's subsidiaries had the following significant debt transactions:
Subsidiary
Transaction Period
 
Issuances
 
Repayments
 
Gain (Loss) on Extinguishment of Debt
Southland (1)
Q1, Q2, Q3, Q4
 
$
757

 
$

 
$

Tietê
Q1
 
385

 
(231
)
 

Alto Maipo
Q2
 
104

 

 

DPL
Q2
 

 
(106
)
 
(6
)
Gener
Q3
 

 
(104
)
 
(7
)
Angamos
Q3
 

 
(98
)
 

IPALCO
Q4
 
105

 
(89
)
 

Total
 
 
$
1,351

 
$
(628
)
 
$
(13
)

_____________________________
(1) 
Issuances relate to the June 2017, long-term non-recourse debt financing to fund the Southland re-powering construction projects.
AES Argentina — In February 2017, AES Argentina issued $300 million aggregate principal of unsecured and unsubordinated notes due in 2024. The net proceeds from this issuance were used for the prepayment of $75 million of non-recourse debt related to the construction of the San Nicolas Plant resulting in a gain on extinguishment of debt of approximately $65 million.
Non-Recourse Debt Covenants, Restrictions and Defaults — The terms of the Company's non-recourse debt include certain financial and nonfinancial 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, 2018 and 2017, approximately $627 million and $642 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 $2.9 billion at December 31, 2018.
The following table summarizes the Company's subsidiary non-recourse debt in default (in millions) as of December 31, 2018. Due to the defaults, these amounts are included in the current portion of non-recourse debt:
 
Primary Nature
of Default
 
December 31, 2018
Subsidiary
Default
 
Net Assets
AES Puerto Rico
Covenant
 
$
317

 
$
139

AES Ilumina (Puerto Rico)
Covenant
 
34

 
17

Total
 
 
$
351

(1) 

_____________________________
(1)    This does not include $483 million of non-recourse debt at Colon, one of the Company’s subsidiaries in Panama, that has been classified as current. Colon is currently in compliance with all provisions of its financing agreements, but does not expect to complete a required contract assignment to the lenders by the March 31, 2019 deadline. The Company is working with the lenders to modify the loan agreement to amend the requirement of this technical covenant in 2019. If this amendment is executed, the debt will be re-classified as noncurrent.
The above defaults are not payment defaults. All of the subsidiary non-recourse defaults were triggered by failure to comply with 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.
The AES Corporation's recourse debt agreements include cross-default clauses that will trigger if a subsidiary or group of subsidiaries for which the non-recourse debt is in default provides more than 20% of the Parent Company's total cash distributions from businesses for the four most recently completed fiscal quarters. As of December 31, 2018, the Company has no defaults which 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, 2018
 
December 31, 2017
Senior Unsecured Note
8.00%
 
2020
 
$

 
$
228

Senior Unsecured Note
4.00%
 
2021
 
500

 

Senior Unsecured Note
7.38%
 
2021
 

 
690

Drawings on secured credit facility
LIBOR + 2.00%
 
2021
 

 
207

Senior Secured Term Loan
LIBOR + 1.75%
 
2022
 
366

 
521

Senior Unsecured Note
4.88%
 
2023
 
713

 
713

Senior Unsecured Note
4.50%
 
2023
 
500

 

Senior Unsecured Note
5.50%
 
2024
 
63

 
738

Senior Unsecured Note
5.50%
 
2025
 
544

 
573

Senior Unsecured Note
6.00%
 
2026
 
500

 
500

Senior Unsecured Note
5.13%
 
2027
 
500

 
500

Unamortized (discount) premium & debt issuance (costs), net
 
 
 
 
(31
)
 
(40
)
Subtotal
 
 
 
 
$
3,655

 
$
4,630

Less: Current maturities
 
 
 
 
(5
)
 
(5
)
Noncurrent maturities
 
 
 
 
$
3,650

 
$
4,625


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
2019
$
5

2020
5

2021
505

2022
350

2023
1,213

Thereafter
1,608

Unamortized (discount) premium & debt issuance (costs), net
(31
)
Total recourse debt
$
3,655


In December 2018, the Company prepaid $150 million aggregate principal of its existing senior secured term loan due in 2022. As a result of the transaction, the Company recognized a loss on extinguishment of debt of $1 million.
In March 2018, the Company purchased via tender offers $671 million aggregate principal of its existing 5.50% senior unsecured notes due in 2024 and $29 million of its existing 5.50% senior unsecured notes due in 2025. As a result of these transactions, the Company recognized a loss on extinguishment of debt of $44 million.
In March 2018, the Company issued $500 million aggregate principal of 4.00% senior notes due in 2021 and $500 million of 4.50% senior notes due in 2023. The Company used the proceeds from these issuances to purchase via tender offer in full the $228 million balance of its 8.00% senior notes due in 2020 and the $690 million balance of its 7.375% senior notes due in 2021. As a result of these transactions, the Company recognized a loss on extinguishment of debt of $125 million.
In August 2017, the Company issued $500 million aggregate principal amount of 5.125% senior notes due in 2027. The Company used these proceeds to redeem at par $240 million aggregate principal of its existing LIBOR + 3.00% senior unsecured notes due in 2019 and purchased $217 million of its existing 8.00% senior unsecured notes due in 2020. As a result of the latter transactions, the Company recognized a loss on extinguishment of debt of $36 million.
In May 2017, the Company closed on $525 million aggregate principal LIBOR + 2.00% secured term loan due in 2022. In June 2017, the Company used these proceeds to redeem at par all $517 million aggregate principal of its existing Term Convertible Securities. As a result of the latter transaction, the Company recognized a loss on extinguishment of debt of $6 million.
In March 2017, the Company redeemed via tender offers $276 million aggregate principal of its existing 7.375% senior unsecured notes due in 2021 and $24 million of its existing 8.00% senior unsecured notes due in 2020. As a result of these transactions, the Company recognized a loss on extinguishment of debt of $47 million.
Recourse Debt Covenants and Guarantees — The Company's obligations under the senior secured credit facility and senior secured term loan 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 and senior secured term loan are 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 Company'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, evaluated quarterly, requiring the Company to maintain a minimum ratio of adjusted operating cash flow to interest charges on recourse debt of 1.3 times and a maximum ratio of recourse debt to adjusted operating cash flow of 7.5 times.
The terms of the Company's senior unsecured notes and senior secured term loan contain certain covenants including limitations 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. AES, at its option, may redeem the 6.75% Debentures which would result in the required redemption of the TECONS issued by AES Trust III for $50 per TECON. As of December 31, 2016, the sole assets of AES Trust III were the 6.75% Debentures. In June 2017, the Company redeemed the 6.75% Debentures and redeemed at par all remaining aggregate principal of its existing TECONs.