UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
October 21, 1997
Date of Report (Date of earliest event reported)
Commission File Number: 0-19281
THE AES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
54-1163725
(IRS Employer Identification No.)
1001 N. 19th Street
Arlington, VA 22209
(Address of principal executive office)
Telephone Number (703) 522-1315
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
This report is filed solely to file with the Securities and Exchange
Commission (i) the press release issued on October 21, 1997, announcing the
Company's third quarter earnings, (ii) the press release issued on October 21,
1997, announcing that the Company commenced private offerings of senior
subordinated notes and convertible securities, and (iii) the press release
issued on October 24, 1997, announcing pricing of privately placed offerings.
Each press release is incorporated herein by reference to Exhibits 20.1, 20.2
and 20.3 listed in Item 7 and attached hereto.
Item 7. Financial Statements and Exhibits
The following is filed as an Exhibit to this Report.
Exhibit Number 20.1
Description
News Release announcing the Company's third quarter earnings.
The following is filed as an Exhibit to this Report.
Exhibit Number 20.2
Description
News Release announcing the Company's plans for private offerings of
senior subordinated notes and convertible securities.
The following is filed as an Exhibit to this Report.
Exhibit Number 20.3
Description
News Release announcing the Company's pricing of private offerings.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The AES Corporation
(Registrant)
BY: /s/ WILLIAM R. LURASCHI
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WILLIAM R. LURASCHI
GENERAL COUNSEL AND SECRETARY
Dated: October 24, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
20.1 News Release announcing the Company's third quarter earnings.
20.2 News Release announcing the Company's plans for private offerings
of senior subordinated notes and convertible securities.
20.3 News Release announcing the Company's pricing of private
offerings.
EXHIBIT 20.1
FOR IMMEDIATE RELEASE
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AES REPORTS THIRD QUARTER EARNINGS OF $0.28 PER SHARE,
BEFORE EXTRAORDINARY ITEMS
33% INCREASE OVER PREVIOUS YEAR
- --------------------------------------------------------------------------------
ARLINGTON, VA, October 21, 1997 -- The AES Corporation (NYSE: AES) announced
today that net income, before extraordinary items, was $50 million for the
quarter ended September 30, 1997, an increase of 56% compared to $32 million for
the third quarter of 1996. Earnings per share, before extraordinary items, were
$0.28 for the quarter, compared to $0.21 for the same quarter in 1996. During
the quarter, the Company incurred a $3 million after tax ($0.02 per share)
extraordinary charge related to the early pre-payment of certain long-term debt.
Revenues for the quarter were $358 million, up 75% compared to $205 million
reported in the same period last year.
For the first nine months of 1997, net income, before extraordinary items, was
$132 million, a 48% increase compared to the first nine months of 1996. Earnings
per share, before extraordinary items, for the first nine months of 1997 were
$0.78, compared to $0.58 for the same period in 1996. Revenues for the first
nine months of 1997 were $880 million, up 60% from the $551 million reported a
year earlier. Total assets at the end of the quarter were approximately $6.6
billion, as compared to $3.6 billion at the end of 1996.
During the third quarter, AES raised approximately $325 million in Senior
Subordinated Notes and approximately $350 million in a common stock offering.
Dennis W. Bakke, President and Chief Executive Officer, commented, "We again had
an excellent quarter. Our plants operated extremely well. Constructed projects
are progressing nicely. Furthermore, we continue to be excited about our newly
acquired businesses."
Roger W. Sant, Chairman, stated, "The new business environment in many parts of
the world could not be better for a global power company. Governments continue
to open the electric market, allowing for greenfield plants and privatization
opportunities. Given the significant competition we face in the industry, we
will probably lose more opportunities than we win. However, we try hard to
demonstrate our discipline in the quality of projects we pursue and the price we
are willing to offer."
AES is a leading global power company that currently owns or has an interest in
eighty-two power facilities totaling over 23,000 megawatts in the United States,
Canada, Australia, Argentina, Brazil, Dominican Republic, Pakistan, the
Netherlands,
<PAGE>
Hungary, Kazakhstan, China and the United Kingdom. In addition to having assets
in excess of $6 billion, the Company has more than $5 billion of projects in
construction or late stages of development. AES is dedicated to providing
electricity worldwide in a socially responsible way.
* * * * *
For more general information visit our web site at www.aesc.com or contact
investor relations at [email protected]. The list aes-pr-announce is an
automated mailing list and can be found on the investing page of our web site.
Those who subscribe to this list will receive updates when AES issues a press
release.
that
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THE AES CORPORATION
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<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED SEPTEMBER 30,1997 AND 1996
- -----------------------------------------------------------------------------------------------------------------------------
Unaudited THREE THREE CHANGE
MONTHS % MONTHS % FROM
ENDED OF ENDED OF PREVIOUS %
09/30/97 SALES 09/30/96 SALES YEAR CHANGE
- -----------------------------------------------------------------------------------------------------------------------------
($ in millions, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Sales and services $ 358 100% $ 205 100% $ 153 75%
OPERATING COSTS AND EXPENSES:
Cost of sales and services 246 69% 122 59% (124) -102%
Selling, general and administrative expenses 10 3% 8 4% (2) -25%
Provision to reduce contract receivable 9 2% - - (9) -100%
------ ------ ------
Total operating costs and expenses 265 74% 130 63% (135) -104%
------ ------ ------
OPERATING INCOME 93 26% 75 37% 18 24%
OTHER INCOME AND (EXPENSE):
Interest expense (62) -18% (38) -19% (24) 63%
Interest income 10 3% 6 3% 4 67%
Equity in net earnings of affIiliates 28 8% 9 4% 19 211%
------ ------ ------
INCOME BEFORE INCOME TAXES, MINORITY
INTEREST, AND EXTRAORDINARY ITEM 69 19% 52 25% 17 33%
Income taxes 15 4% 16 8% 1 6%
Minority interest 4 1% 4 2% - -
------ ------ --- ------
INCOME BEFORE EXTRAORDINARY ITEM 50 14% 32 15% 18 56%
Extraordinary item - Net loss on extinguishment of debt
(Less applicable income taxes of $2 million) (3) -1% - (3) -100%
------ ------ ------
NET INCOME $ 47 13% $ 32 15% $ 15 47%
====== ====== ======
NET INCOME PER SHARE:
Before extraordinary loss $ 0.28 $ 0.21 $ 0.07
Extraordinary loss (0.02) - (0.02)
------ ------ ------
NET INCOME PER SHARE $ 0.26 $ 0.21 $ 0.05
====== ====== ======
</TABLE>
<PAGE>
THE AES CORPORATION
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<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED SEPTEMBER 30,1997 AND 1996
- -----------------------------------------------------------------------------------------------------------------------------
UNAUDITED NINE NINE CHANGE
MONTHS % MONTHS % FROM
ENDED OF ENDED OF PREVIOUS %
09/30/97 SALES 09/30/96 SALES YEAR CHANGE
- -----------------------------------------------------------------------------------------------------------------------------
($ in millions, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Sales and services $ 880 100% $ 551 100% $ 329 60%
OPERATING COSTS AND EXPENSES:
Cost of sales and services 576 65% 321 58% (255) -79%
Selling, general and administrative expenses 25 3% 23 4% (2) -9%
Provision to reduce contract receivable 19 2% - - (19) -100%
------ ------ --- ------
Total operating costs and expenses 620 70% 344 62% (276) -80%
------ ------ ------
OPERATING INCOME 260 30% 207 38% 53 26%
OTHER INCOME AND (EXPENSE):
Interest expense (154) -18% (97) -18% (57) 59%
Interest income 28 3% 16 3% 12 75%
Equity in net earnings of affiliates 58 7% 16 3% 42 263%
------ ------ --- ------
INCOME BEFORE INCOME TAXES, MINORITY
INTEREST, AND EXTRAORDINARY ITEM 192 22% 142 26% 50 35%
Income taxes 50 6% 47 9% (3) -6%
Minority interest 10 1% 6 1% (4) -67%
INCOME BEFORE EXTRAORDINARY ITEM 132 15% 89 16% 43 48%
Extraordinary item - Net loss on extinguishment of debt
(Less applicable income taxes of $2 million) (3) 0% - 0% (3) -100%
------ ------ --- ------
NET INCOME $ 129 15% $ 89 16% $ 40 45%
====== ====== ======
NET INCOME PER SHARE:
Before extraordinary loss $ 0.78 $ 0.58 $ 0.20
Extraordinary loss (0.02) - (0.02)
------ ------ ------
NET INCOME PER SHARE $ 0.76 $ 0.58 $ 0.18
====== ====== ======
* * * * *
</TABLE>
EXHIBIT 20.2
FOR IMMEDIATE RELEASE
- ---------------------
AES ANNOUNCES PLANS FOR PRIVATE OFFERINGS
- --------------------------------------------------------------------------------
ARLINGTON, VA, October 21, 1997 -- The AES Corporation (NYSE: AES) today
announced that it had commenced private offerings of senior subordinated notes
and convertible securities with an expected aggregate value of approximately
$800 million. If consummated, a large portion of the proceeds of the offerings,
together with approximately $600 million of non-recourse bank financing, would
be used to finance AES's winning bid for the acquisition of approximately 90% of
the common shares of Companhia Centro-Oeste de Distribuicao de Energia Electrica
("CCODEE") previously announced by AES. The securities offered have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.
EXHIBIT 20.3
FOR IMMEDIATE RELEASE
- ---------------------
AES ANNOUNCES PRICING OF COMBINED $800 MILLION PRIVATE PLACEMENTS
-----------------------------------------------------------------
ARLINGTON, VA, October 24, 1997 -- The AES Corporation (NYSE: AES) announced
today that it priced its combined $800 million private placements, consisting of
$375 million of senior subordinated notes due 2007 (the "2007 Notes"), $125
million of senior subordinated debentures due 2027 (the "2027 Debentures"), and
$300 million of trust convertible preferred securities (the "Convertible
Securities") on October 24, 1997. The interest rate on the 2007 Notes was set at
8.50% with an original issue price of 99.80%. The interest rate on the 2027
Debentures was set at 8.875% with an original issue price of 97.04%. The
Convertible Securities were priced with a dividend yield of 5 1/2%, and a 25%
conversion premium. The offerings are expected to close on October 29, 1997. The
securities offered have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
