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SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 [Fee Waived]
For the Fiscal Year Ended December 31, 1996 Commission File Number 0-1928
Full Title of the Plan:
THE AES CORPORATION PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Name of Issuer of the Securities Held Pursuant to the Plan and the
Address of its Principal Executive Office:
THE AES CORPORATION
1001 North 19th Street
Arlington, VA 22209
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Page 1 of [16] sequentially numbered pages.
The Exhibit Index is on Page [15].
<PAGE>
THE AES CORPORATION PROFIT SHARING AND STOCK OWNERSHIP PLAN INDEX
TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBIT FILED AS REQUIRED BY
ITEM 4 OF FORM 11-K.
- --------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITOR'S REPORT 3
FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1995 AND 1994.
Statement of Net Assets Available for Participants'
Benefits 4
Statement of Changes in Net Assets Available for
Participants' Benefits 5
Notes to Financial Statements 6 - 11
FINANCIAL STATEMENT SCHEDULES
Item 27a - Assets Held for Investment Purposes 12
Item 27d - Schedule of Reportable Transactions 13
SIGNATURE 14
EXHIBIT - CONSENT OF INDEPENDENT AUDITORS 16
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INDEPENDENT AUDITORS' REPORT
The AES Corporation Profit Sharing and
Stock Ownership Plan:
We have audited the accompanying statements of net assets available for
participants' benefits of The AES Corporation Profit Sharing and Stock Ownership
Plan (the Plan) as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for participants' benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for participants' benefits of the Plan at
December 31, 1996 and 1995, and the changes in net assets available for
participants' benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The schedules are the responsibility of the Plan's management. Such
supplemental schedules have been subjected to the auditing procedures applied in
our audit of the basic 1996 financial statements and, in our opinion, are fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
June 5, 1997
3
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THE AES CORPORATION PROFIT SHARING AND
STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PARTICIPANTS' BENEFITS
DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
ASSETS 1996 1995
Cash $ 17,525 $ 88,899
Investments, at fair value (Notes 2 and 3):
Common stock - The AES Corporation 127,310,932 70,098,422
Money market fund 13,383,048 5,316,301
Mutual funds 22,268,825 14,783,726
------------- -----------
Total 162,980,330 90,287,348
Participant loans (Note 5) 3,918,608 3,402,561
------------- -----------
Total investments 166,898,938 93,689,909
------------- -----------
RECEIVABLES:
Employer contributions 3,077,968 2,890,737
Employee contributions 123,464 117,345
------------- -----------
Total receivables 3,201,432 3,008,082
------------- -----------
NET ASSETS AVAILABLE FOR PARTICIPANTS'
BENEFITS $ 170,100,370 $96,697,991
============= ===========
See notes to financial statements.
4
<PAGE>
THE AES CORPORATION PROFIT SHARING AND
STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PARTICIPANTS'
BENEFITS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1996 1995
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation in fair value of
investments (Note 3) $ 67,091,692 $ 11,498,468
Interest and dividends 2,293,450 1,642,485
Contributions:
Employer 4,433,845 4,976,064
Employee 2,167,694 2,068,884
------------- -----------
Total additions 75,986,681 20,185,901
DEDUCTIONS FROM NET ASSETS:
Withdrawals and distributions (2,584,302) (2,568,456)
------------- -----------
NET INCREASE 73,402,379 17,617,445
NET ASSETS AVAILABLE FOR PARTICIPANTS'
BENEFITS:
Beginning of year 96,697,991 79,080,546
------------- -----------
End of year $ 170,100,370 $96,697,991
============= ===========
See notes to financial statements.
5
<PAGE>
THE AES CORPORATION PROFIT SHARING AND
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The AES Corporation Profit Sharing and Stock Ownership Plan (the Plan) was
established on April 1, 1989, as the successor plan to the Applied Energy
Services, Inc. Employee Profit Sharing Plan, the Applied Energy Services,
Inc. Employee Stock Ownership Plan, the AES Deepwater Division Employee
Profit Sharing Plan, the AES Beaver Valley Division Employee Profit Sharing
Plan, and the BV Partners Employee Profit Sharing Plan. The Plan was
subsequently amended and restated, effective January 1, 1994.
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General - The Plan is a defined contribution plan. All regularly scheduled
full-time and part-time employees are eligible to participate in the Plan on
the entry date following employment. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions - Participants may make pre-tax contributions to the Plan up to
an annual maximum determined by the Internal Revenue Service. During 1996 and
1995, The AES Corporation (the Company) matched participant pre-tax
contributions up to 5.0% of compensation as defined in the Plan, on a one for
one basis. Matching contributions made by the Company are paid in common
stock of The AES Corporation. Participants may also make post-tax
contributions of up to 10% of compensation.
In addition, the Company may make profit sharing contributions to the Plan
that are allocated to the participants on the basis of each participant's
base compensation. Profit-sharing contributions are made in the Company's
common stock. During 1996 and 1995, the Company contributed 11% and 10.75% of
base contribution as profit sharing allocations.
Participant Accounts - Each participant's account is credited with the
participant's and the employer's contributions and an allocation of the
Plan's earnings. Allocations are based on the balance of each investment type
in the participant's account. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account.
Participants can choose to invest their contributions in the following six
Merrill Lynch funds: Growth Fund, Global Allocation Fund, Federal Securities
Trust Fund, Capital Fund, Basic Value Fund, Retirement Preservation Trust
Fund, or in any combination thereof in increments of 10% at their discretion.
The Funds are selected by the Investment Committee appointed by the Board of
Directors of the Company.
Vesting - Participants are immediately vested in their pre-tax and post-tax
contributions and AES matching contributions plus actual earnings thereon.
Vesting in profit sharing contributions is based on years of continuous
service. A participant vests 20% per year and is fully vested after five
years of credited service.
Withdrawals and Distributions - The value of the participant's contributions
plus the value of all vested Company contributions is payable to the
participant upon retirement or upon termination of
6
<PAGE>
employment with the Company. At each participant's election, the entire
distribution may be made as a single lump sum payable in AES Common Stock,
cash, or a combination of both. The participant also has the option of
receiving the value of their Plan account in substantially equal cash
installments.
Forfeitures - Participants who leave the Company who have not completed five
years of credited service forfeit the value of the Company's profit sharing
contributions in which they are not then vested. Forfeitures are applied to
reduce AES contributions in subsequent years.
Administration - The plan is administered by an Administrative Committee
appointed by the Board of Directors of the Company. Merrill Lynch Trust
Company is the Plan Trustee. Administrative, legal, and all other expenses of
the plan are paid by the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - The Plan's financial statements are prepared on the accrual basis
of accounting.
Valuation of Investments - All money market and other mutual funds are stated
at their fair value as determined by Merrill Lynch Trust Company, Somerset,
New Jersey. All participant loans are valued at cost, which approximates fair
value.
The Company's stock is traded on the New York Stock Exchange (NYSE). The
Plan's investment in the Company's stock is stated at quoted market value. At
December 31, 1996 and 1995, the quoted market value of the Company's common
stock was $46.50 and $23.88 per share, respectively.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of additions and deductions during the reporting period. Actual results could
differ from those estimates.
Reclassifications - Certain reclassifications have been made to 1995 amounts
to conform with the 1996 presentation.
3. INVESTMENTS
The participants' and the Company's cash contributions to the Plan and Plan
earnings are invested in various money market or mutual funds at the
direction of the participants. The following tables present the fair values
of investments at December 31, 1996 and 1995.
Fair Value of Investments at December 31, 1996
Cash $ 17,525
Investments at quoted market value:
The AES Corporation common stock 127,310,932 *
Money market funds:
Merrill Lynch Retirement Preservation Fund 13,383,048 *
Mutual funds:
Merrill Lynch Growth Fund 12,867,091 *
Basic Value Fund 3,592,239
Other 5,809,495
Participant loans 3,918,608
-------------
Total investments at fair value $ 166,898,938
=============
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<PAGE>
Fair Value of Investments at December 31, 1995
- ----------------------------------------------
Cash $ 88,899
Investments at quoted market value:
The AES Corporation common stock 70,098,422 *
Money market funds:
Merrill Lynch Retirement Preservation Fund 5,316,301 *
Mutual funds:
Merrill Lynch Growth Fund 8,451,193 *
Basic Value Fund 2,220,096
Other 4,112,437
Participant loans 3,402,561
------------
Total investments at fair value $93,689,909
============
The above investments indicated with an "*" represent 5% or more of the Plan's
net assets as of December 31, 1996 and 1995, respectively.
Net Appreciation in Fair Value During the Year Ended December 31, 1996
- ----------------------------------------------------------------------
During the year ended December 31, 1996, the Plan's investments (including
investments sold, withdrawn, and held during the period) at quoted market value
appreciated in value by $67,091,692 as follows:
The AES Corporation common stock $65,149,990
Mutual funds 1,941,702
------------
Net appreciation in fair value $67,091,692
============
Net Appreciation in Fair Value during the Year Ended December 31, 1995
- ----------------------------------------------------------------------
During the year ended December 31, 1995, the Plan's investments (including
investments sold, withdrawn, and held during the period) at quoted market value
appreciated in value by $11,498,468 as follows:
The AES Corporation common stock $ 9,551,532
Mutual funds 1,946,936
------------
Net appreciation in fair value $ 11,498,468
============
8
<PAGE>
4. INFORMATION REGARDING NET ASSETS AVAILABLE FOR BENEFIT BY FUND
December 31, 1996
<TABLE>
<CAPTION>
MERRILL LYNCH FUNDS
-----------------------------------------------------------------------
AES GLOBAL FEDERAL
COMMON GROWTH ALLOCATION SECURITIES CAPITAL
STOCK FUND FUND TRUST FUND FUND
------------ -------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment Income:
Interest and dividends $ 49,455 $ 1,040,871 $ 218,983 $ 134,967 $ 154,382
Net appreciation in fair
value of investments 65,149,990 1,663,463 48,101 (32,338) 24,450
------------ -------------- ------------- --------------- --------------
Total investment income 65,199,445 2,704,334 267,084 102,629 178,832
------------ -------------- ------------- --------------- --------------
Contributions:
Employer 4,433,845 - - - -
Participants 357,688 655,387 162,627 152,878 142,203
------------ -------------- ------------- --------------- --------------
Total contributions 4,791,533 655,387 162,627 152,878 142,203
------------ -------------- ------------- --------------- --------------
TOTAL ADDITIONS 69,990,978 3,359,721 429,711 255,507 321,035
DEDUCTIONS FROM NET ASSETS:
(Transfers out) transfers in (11,201,466) 1,293,803 320,981 442,678 176,439
Withdrawals and distributions (1,389,769) (237,626) (158,282) (49,222) (41,791)
------------ -------------- ------------- --------------- --------------
NET INCREASE (DECREASE) 57,399,743 4,415,898 592,410 648,963 455,683
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 72,989,157 8,451,193 1,511,091 1,498,776 1,102,572
------------ -------------- ------------- --------------- --------------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $130,388,900 $ 12,867,091 $ 2,103,501 $ 2,147,739 $ 1,558,255
------------ -------------- ------------- --------------- --------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MERRILL LYNCH FUNDS
------------------------------
BASIC RETIREMENT
VALUE PRESERVATION PARTICIPANT
FUND TRUST LOANS OTHER TOTAL
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment Income:
Interest and dividends
Net appreciation in fair $ 247,915 $ 445,088 $ -- $ 1,789 $ 2,293,450
value of investments 238,026 -- -- -- 67,091 692
------------- ------------- ------------- ------------- -------------
Total investment income 485,941 445,088 -- 1,789 69,385,142
------------- ------------- ------------- ------------- -------------
Contributions:
Employer -- -- -- -- 4,433,845
Participants 213,539 359,908 -- 123,464 2,167,694
------------- ------------- ------------- ------------- -------------
Total contributions
213,539 359,908 -- 123,464 6,601,539
------------- ------------- ------------- ------------- -------------
TOTAL ADDITIONS 699,480 804,996 -- 125,253 75,986,681
DEDUCTIONS FROM NET ASSETS:
(Transfers out) transfers in 731,629 7,703,461 532,475
Withdrawals and distributions (58,966) (441,710) (16,428) (190,508) (2,584,302)
------------- ------------- ------------- ------------- -------------
NET INCREASE (DECREASE) 1,372,143 8,066,747 516,047 (65,255) 73,402,379
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 2,220,096 5,316,301 3,402,561 206,244 96,697,991
------------- ------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 3,592,239 $ 13,383,048 $ 3,918,608 $ 140,989 $ 170,100,370
============= ============= ============= ============= =============
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
December 31, 1995
MERRILL LYNCH FUNDS
-----------------------------------------------------------------------
AES GLOBAL FEDERAL
COMMON GROWTH ALLOCATION SECURITIES CAPITAL
STOCK FUND FUND TRUST FUND FUND
------------ -------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment Income:
Interest and dividends $ 37,815 $ 775,043 $ 128,553 $ 115,974 $ 119,213
Net appreciation in fair
value of investments 9,551,532 1,179,619 151,512 96,152 119,896
------------ -------------- ------------- --------------- --------------
Total investment income 9,589,347 1,954,662 280,065 212,126 239,109
------------ -------------- ------------- --------------- --------------
Contributions:
Employer 4,976,064 - - - -
Participants - 653,894 175,408 180,004 154,886
------------ -------------- ------------- --------------- --------------
Total contributions 4,976,064 653,894 175,408 180,004 154,886
------------ -------------- ------------- --------------- --------------
TOTAL ADDITIONS (DEDUCTIONS) 14,565,411 2,608,556 455,473 392,130 393,995
DEDUCTIONS FROM NET ASSETS:
(Transfers out) transfers in (3,614,755) 1,213,331 166,220 9,445 318,802
Withdrawals and distributions (1,211,663) (397,668) (74,951) (75,464) (44,979)
------------ -------------- ------------- --------------- --------------
NET INCREASE (DECREASE) 9,738,993 3,424,219 546,742 326,111 667,818
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 63,250,166 5,026,974 964,349 1,172,663 434,754
------------ -------------- ------------- --------------- --------------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 72,989,159 $ 8,451,193 $ 1,511,091 $ 1,498,774 $ 1,102,572
============ ============== ============= =============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MERRILL LYNCH FUNDS
------------------------------
BASIC RETIREMENT
VALUE PRESERVATION PARTICIPANT
FUND TRUST LOANS OTHER TOTAL
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment Income:
Interest and dividends
Net appreciation in fair $ 119,454 $ 320,957 $ -- $ 25,476 $ 1,642,485
value of investments 399,757 -- -- -- 11,498,468
------------- ------------- ------------- ------------- -------------
Total investment income 519,211 320,957 -- 25,476 13,140,953
------------- ------------- ------------- ------------- -------------
Contributions:
Employer -- -- -- -- 4,976,064
Participants 210,110 377,756 379,334 (62,508) 2,068,884
------------- ------------- ------------- ------------- -------------
Total contributions
210,110 377,756 379,334 (62,508) 7,044,948
------------- ------------- ------------- ------------- -------------
TOTAL ADDITIONS (DEDUCTIONS) 729,321 698,713 379,334 (37,032) 20,185,901
DEDUCTIONS FROM NET ASSETS:
(Transfers out) transfers in 418,243 1,488,714 - - -
Withdrawals and distributions (258,847) (301,957) (172,490) (30,437) (2,568,456)
------------- ------------- ------------- ------------- -------------
NET INCREASE (DECREASE) 888,717 1,885,470 206,844 (67,469) 17,617,445
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 1,331,379 3,430,831 3,195,717 273,713 79,080,546
------------- ------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 2,220,096 $ 5,316,301 $ 3,402,561 $ 206,244 $ 96,697,991
============= ============= ============= ============= =============
</TABLE>
10
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5. PARTICIPANT LOANS
Participants may take loans from the Plan in aggregate amounts up to the
lesser of (a) $50,000 or (b) 50% of the participant's vested account balance.
Loans are repayable over periods up to five years (ten years for loans to
purchase a principal residence) and bear a fixed interest rate, at prime +
1/2% determined at the commencement of the loan. Interest on all loans is
allocated to the participant's account from which the loan was extended.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). In the event of a
termination, the assets of the Plan will first be used to pay the liabilities
(if any) of the Plan. The remaining assets will then be distributed to the
participants in proportion to their respective interest in the Funds.
7. INCOME TAXES
The Plan obtained its latest determination letter on January 31, 1996, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
8. PLAN AMENDMENTS
The Plan was amended effective as of January 1, 1995, to increase the
Company's employer contribution maximum from 4.5% to 5.0% for the plan year
commencing January 1, 1995, and for each subsequent plan year thereafter. The
Plan was also amended, effective January 1, 1996 to clarify certain
definitions and to simplify the method to pay out excess contributions.
9. SUBSEQUENT EVENT
The Plan was amended, effective as of May 1, 1997, to allow for an immediate
distribution to an alternate payee pursuant to a QDRO (Qualified Domestic
Relations Order). Previously, an alternate payee was restricted to the same
distribution options as the participant.
* * * * * *
11
<PAGE>
THE AES CORPORATION PROFIT SHARING AND STOCK OWNERSHIP PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
DECEMBER 31, 1996
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<TABLE>
<CAPTION>
NUMBER FAIR
OF SHARES COST VALUE
------------ ------------- --------------
<S> <C> <C> <C>
Cash $ 17,525 $ 17,525
The AES Corporation common stock -
2,740,985 shares at $46.50 per share 2,740,985 23,411,422 127,310,932
Merrill Lynch Retirement Preservation Trust Fund 13,383,048 13,383,048 13,383,048
Merrill Lynch Growth Fund 492,426 9,963,336 12,867,091
Merrill Lynch Global Allocation Fund 144,571 2,001,795 2,103,501
Merrill Lynch Federal Securities Trust Fund 224,190 2,168,149 2,147,739
Merrill Lynch Capital Fund 50,185 1,464,793 1,558,255
Merrill Lynch Basic Value Fund 115,879 3,021,963 3,592,239
Participant loans (Interest 6.5 % - 12%) 3,918,608 3,918,608 3,918,608
------------- -------------
TOTAL $ 59,350,639 $ 166,898,938
============= =============
</TABLE>
Transactions in these investments are considered to be party-in-interest
transactions under Department of Labor regulations.
12
<PAGE>
THE AES CORPORATION PROFIT SHARING AND
STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TOTAL NUMBER OF COST/BOOK PROCEEDS OF REALIZED
PURCHASES SALES DESCRIPTION VALUE SALE GAIN/(LOSS)
<S> <C> <C> <C> <C> <C>
173 - The AES Corporation
Common Stock $ 5,706,880 $ - $ -
238 - Merrill Lynch Retirement
Preservation Trust 10,270,088 - -
- 174 The AES Corporation
Common Stock 3,430,324 14,485,893 11,055,569
</TABLE>
NOTES: (1) The items listed above represent all transactions or series of
transactions that are reportable under Section 2520.103-6, as
amended, of the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. All purchases are stated at cost.
(2) There were no single transactions in excess of 5% for the year
ended December 31, 1996.
13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE AES CORPORATION
BY: /s/ Barry J. Sharp
----------------------
Barry J. Sharp
Vice President and
Chief Financial Officer
Date: June 27, 1997
14
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EXHIBIT INDEX
EXHIBIT 23.1 PAGE
Independent Auditors' Consent 16
15
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-49262 of The AES Corporation on Form S-8 of our report dated June 5, 1997 on
the financial statements and supplemental schedules of The AES Corporation
Profit Sharing and Stock Ownership Plan (the Plan) appearing in this Annual
Report on Form 11-K of the Plan for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Washington, D.C.
June 27, 1997
16
