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Debt
12 Months Ended
Dec. 31, 2012
DEBT

12. DEBT

Non-Recourse Debt

The following table summarizes the carrying amount and terms of non-recourse debt as of December 31, 2012 and 2011:

  Weighted Average   December 31,
NON-RECOURSE DEBT  Interest  Rate Maturity 2012 2011
            
       (in millions)
VARIABLE RATE:(1)          
Bank loans 3.44% 2013 - 2030 $ 3,532 $ 3,430
Notes and bonds 8.08% 2013 - 2040   1,887   2,178
Debt to (or guaranteed by) multilateral,           
 export credit agencies or development banks(2) 3.43% 2013 - 2027   2,129   1,989
Other  5.33% 2013 - 2042   357   321
FIXED RATE:          
Bank loans 8.76% 2013 - 2023   231   412
Notes and bonds  6.36% 2013 - 2061   6,448   6,487
Debt to (or guaranteed by) multilateral,           
 export credit agencies or development banks(3) 6.51% 2013 - 2027   616   513
Other  8.16% 2013 - 2039   211   205
SUBTOTAL      $ 15,411(4) $ 15,535(4)
Less: Current maturities        (2,843)   (2,123)
TOTAL      $ 12,568 $ 13,412

(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, 2012. 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 4.33% to 8.70% and 6.53% to 8.75% for swaps and options, respectively. These agreements expire at various dates from 2013 through 2030.

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

(3)       Non-recourse debt of $1.3 billion as of December 31, 2011 was 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. There were no amounts excluded in 2012.

Non-recourse debt as of December 31, 2012 is scheduled to reach maturity as set forth in the table below:

    Annual
 December 31, Maturities
    (in millions)
 2013. $ 2,843
 2014.   1,416
 2015.   765
 2016.   2,374
 2017.   699
 Thereafter   7,314
 Total non-recourse debt $ 15,411

As of December 31, 2012, AES subsidiaries with facilities under construction had a total of approximately $1.2 billion of committed but unused credit facilities available to fund construction and other related costs. Excluding these facilities under construction, AES subsidiaries had approximately $1.6 billion in a number of available but unused committed revolving 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. The weighted average interest rate on borrowings from such facilities was 13.53% at December 31, 2012.

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, 2012 and 2011, approximately $612 million and $594 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 $1.7 billion at December 31, 2012.

The following table summarizes the Company's subsidiary non-recourse debt in default or accelerated as of December 31, 2012 and is included in the current portion of non-recourse debt unless otherwise indicated:

   Primary Nature  December 31, 2012
 Subsidiary of Default Default Net Assets
          
     (in millions)
 Maritza(1) Covenant $ 872 $ 578
 Sonel Covenant   294   379
 Kavarna Covenant   209   79
 Saurashtra Covenant   25   15
 Total   $ 1,400   

__________________

  • In January 2013, Maritza and its lenders reached an agreement in principle to waive the defaults subject to a number of conditions, many of which are not completely within our control.

The defaults are not payment defaults, but are instead technical defaults triggered by failure to comply with other covenants and/or other 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 Company.

In addition, in the event that there is a default, bankruptcy or maturity acceleration at a subsidiary 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. At December 31, 2012 none of the defaults listed above results in a cross-default under the recourse debt of the Company.

RECOURSE DEBT

The following table summarizes the carrying amount and terms of recourse debt of the Company as of December 31, 2012 and 2011:

     Final December 31,
RECOURSE DEBT Interest Rate Maturity 2012 2011
            
       (in millions)
Senior Unsecured Note 7.75% 2014   500   500
Revolving Loan under Senior Secured Credit Facility LIBOR + 3.00% 2015   -   295
Senior Unsecured Note 7.75% 2015   500   500
Senior Unsecured Note 9.75% 2016   535   535
Senior Unsecured Note 8.00% 2017   1,500   1,500
Senior Secured Term Loan LIBOR + 3.25% 2018   807   1,042
Senior Unsecured Note 8.00% 2020   625   625
Senior Unsecured Note 7.38% 2021   1,000   1,000
Term Convertible Trust Securities 6.75% 2029   517   517
Unamortized discounts       (22)   (29)
SUBTOTAL      $ 5,962 $ 6,485
 Less: Current maturities       (11)   (305)
Total      $ 5,951 $ 6,180

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)
 2013. $ 11
 2014.   510
 2015.   511
 2016.   527
 2017.   1,510
 Thereafter   2,893
 Total recourse debt $ 5,962

Recourse Debt Covenants and Guarantees

Certain of the Company's obligations under the senior secured credit facility are guaranteed by its direct subsidiaries through which the Company owns its interests in the AES Shady Point, AES Hawaii, and AES Warrior Run. 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 a guarantor subsidiary. In such a situation, the net cash proceeds from the sale of a Guarantor or any of its subsidiaries must be applied pro rata to repay the term loan 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× at December 31, 2012.  

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

Between 1999 and 2000, 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 semi-annual coupon payment of $3.375 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, 2012 and 2011, 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.