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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, 1997 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
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996:
Statements of Net Assets Available for Participants' Benefits 4
Statements of Changes in Net Assets Available for Participants' Benefits 5
Notes to Financial Statements 6-11
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31, 1997:
Item 27a - Assets Held for Investment Purposes 12
Item 27d - Schedule of Reportable Transactions 13
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<PAGE>
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, 1997 and 1996, 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 as of
December 31, 1997 and 1996, 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 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.
/s/ Deloitte & Touche LLP
Washington, DC
June 22, 1998
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<PAGE>
THE AES CORPORATION PROFIT SHARING AND
STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PARTICIPANTS' BENEFITS
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
ASSETS 1997 1996
------------- -------------
<S> <C> <C>
Cash $ 1,308,815 $ 17,525
Investments, at fair value (Notes 2 and 3):
Common stock - The AES Corporation 215,485,642 127,310,932
Money market funds 17,562,881 13,383,048
Mutual funds 26,499,187 22,268,825
------------- -------------
Total investments, at fair value 259,547,710 162,962,805
Participant loans (Note 5) 3,963,190 3,918,608
------------- -------------
Total investments 264,819,715 166,898,938
------------- -------------
RECEIVABLES:
Employer contributions 2,337,715 3,077,968
Participant contributions 476,346 123,464
------------- -------------
Total receivables 2,814,061 3,201,432
------------- -------------
NET ASSETS AVAILABLE FOR PARTICIPANTS'
BENEFITS $ 267,633,776 $ 170,100,370
============= =============
</TABLE>
See notes to financial statements.
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<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PARTICIPANTS'
BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
1997 1996
------------- -------------
<S> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net appreciation in fair value of
investments (Note 3) $ 109,439,232 $ 67,091,692
Interest and dividends 3,558,652 2,293,450
Contributions:
Employer 3,979,515 4,433,845
Participant 4,236,158 2,167,694
------------- -------------
Total additions 121,213,557 75,986,681
DEDUCTIONS FROM NET ASSETS:
Withdrawals and distributions (23,680,151) (2,584,302)
------------- -------------
NET INCREASE 97,533,406 73,402,379
NET ASSETS AVAILABLE FOR PARTICIPANTS'
BENEFITS:
Beginning of year 170,100,370 96,697,991
------------- -------------
End of year $ 267,633,776 $ 170,100,370
============= =============
</TABLE>
See notes to financial statements.
-5-
<PAGE>
THE AES CORPORATION PROFIT SHARING AND
STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
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).
At December 31, 1997 the majority of the Plan's assets, approximately 81%,
was common stock of The AES Corporation.
Contributions - Participants may make pre-tax contributions to the Plan up
to an annual maximum determined by the Internal Revenue Service. During
1997 and 1996, The AES Corporation (the Company) matched participant
pre-tax contributions up to 5.0% of compensation, as defined by the Plan
Agreement, 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 accounts on the basis of each
participant's base compensation, as defined by the Plan Agreement.
Profit-sharing contributions are made in the Company's common stock. During
1997 and 1996, the Company contributed 6.5% and 11% of base compensation 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
eight Merrill Lynch funds: Growth Fund, Global Allocation Fund, Federal
Securities Trust Fund, Capital Fund, Basic Value Fund, Retirement
Preservation Trust Fund, Equity Index Trust I Fund, Hotchkis & Wiley
International Fund, or in the Pimco Total Return Fund, Alliance Quasar
Fund, (collectively, the Funds) or in any combination thereof in increments
of 10% at their discretion. The Hotchkis & Wiley International Fund, Pimco
Total Return Fund and Alliance Quasar Fund are new investment options for
the year ended December 31, 1997 and are not included in the net assets
available for participants' benefit at December 31, 1996. Participants can
allocate their investment among any of the funds at their discretion. The
Funds are selected by the administrative committee of the Plan.
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<PAGE>
Vesting - Participants are immediately vested in their pre-tax and post-tax
contributions and Company 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 participants' contributions
plus the value of all vested Company contributions is payable to
participants upon retirement or upon termination of employment with the
Company. At each participant's election, the entire distribution may be
made as a single lump sum payable in common stock of The AES Corporation,
cash, or a combination of both. The participants also have 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 the Company's 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 quoted market price at December 31, 1997 and 1996. 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, 1997 and 1996, the quoted market value of the Company's
common stock was $46.63 and $23.25 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 the Plan 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.
3. INVESTMENTS
The participants' and the Company's contributions to the Plan and Plan
earnings are invested in various money market, mutual funds or Company
stock at the direction of the participants. The following tables present
the fair values of investments at December 31, 1997 and 1996.
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<PAGE>
<TABLE>
<CAPTION>
Fair Value of Investments at December 31, 1997
----------------------------------------------
<S> <C>
Cash $ 1,308,815
Investments at quoted market value:
The AES Corporation common stock 215,485,642*
Money market funds:
Merrill Lynch Retirement Preservation Fund 17,508,574*
Mutual funds:
Merrill Lynch Growth Fund 13,762,550*
Merrill Lynch Basic Value Fund 5,867,330
Other 6,923,614
Participant loans 3,963,190
---------
Total investments at fair value $ 264,819,715
=============
<CAPTION>
Fair Value of Investments at December 31, 1996
----------------------------------------------
<S> <C>
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*
Merrill Lynch Basic Value Fund 3,592,239
Other 5,809,495
Participant loans 3,918,608
---------
Total investments at fair value $ 166,898,938
=============
</TABLE>
The above investments indicated with an "*" represent 5% or more of the Plan's
net assets as of December 31, 1997 and 1996, respectively.
Net Appreciation in Fair Value During the Year Ended December 31, 1997
- ----------------------------------------------------------------------
During the year ended December 31, 1997, the Plan's investments (including
investments sold, withdrawn, and held during the period) at quoted market value
appreciated in value by $109,439,232 as follows:
<TABLE>
<S> <C>
The AES Corporation common stock $ 107,491,971
Mutual funds 1,947,261
---------
Net appreciation in fair value $ 109,439,232
=============
</TABLE>
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:
<TABLE>
<S> <C>
The AES Corporation common stock $ 65,149,990
Mutual funds 1,941,702
------------
Net appreciation in fair value $ 67,091,692
============
</TABLE>
-8-
<PAGE>
4. INFORMATION REGARDING NET ASSETS AVAILABLE FOR PARTICIPANTS' BENEFIT BY
FUND
For the year ended December 31, 1997
<TABLE>
<CAPTION>
MERRILL LYNCH FUNDS
-----------------------------------------------------------------
AES GLOBAL FEDERAL BASIC
COMMON GROWTH ALLOCATION SECURITIES CAPITAL VALUE
STOCK FUND FUND TRUST FUND FUND FUND
------------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment Income:
Interest and dividends $ 99,376 $ 1,172,837 $ 322,520 $ 160,528 $ 175,852 $ 491,537
Net appreciation (depreciation)
in fair value of investments 107,491,971 1,055,922 (78,188) 31,359 157,024 775,641
------------- ------------ ----------- ----------- ----------- -----------
Total investment income 107,591,347 2,228,759 244,332 191,887 332,876 1,267,178
------------- ------------ ----------- ----------- ----------- -----------
Contributions: -
Employer 3,979,515 - - - - -
Participants 1,281,086 781,677 258,187 125,414 220,064 412,059
------------- ------------ ----------- ----------- ----------- -----------
Total contributions 5,260,601 781,677 258,187 125,414 220,064 412,059
------------- ------------ ----------- ----------- ----------- -----------
TOTAL ADDITIONS 112,851,948 3,010,436 502,519 317,301 552,940 1,679,237
DEDUCTIONS FROM NET ASSETS:
(Transfers out) transfers in (22,728,190) (1,286,305) (66,681) 409,847 262,352 805,114
Withdrawals and
distributions (2,689,301) (828,672) (91,110) (1,029,416) (77,311) (209,260)
------------- ------------ ----------- ----------- ----------- -----------
TOTAL DEDUCTIONS (25,417,491) (2,114,977) (157,791) (619,569) 185,041 595,854
NET INCREASE (DECREASE) 87,434,457 895,459 344,728 (302,268) 737,981 2,275,091
NET ASSETS AVAILABLE
FOR PARTICIPANTS'
BENEFITS,BEGINNING
OF YEAR 130,388,900 12,867,091 2,103,501 2,147,739 1,558,255 3,592,239
------------- ------------ ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR PARTICIPANTS'
BENEFITS, END OF YEAR $ 217,823,357 $ 13,762,550 $ 2,448,229 $ 1,845,471 $ 2,296,236 $ 5,867,330
============= ============ =========== =========== =========== ===========
<CAPTION>
MERRILL LYNCH FUNDS
-------------------------------- PIMCO
RETIREMENT EQUITY HOTCHKIS TOTAL ALLIANCE
PRESERVATION INDEX & WILEY RETURN QUASAR PARTICIPANT
TRUST TRUST I NT'L FUND FUND FUND LOANS OTHER TOTAL
------------- -------- --------- -------- --------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment Income:
Interest and dividends $ 1,121,813 $ - $ 87 $ 296 $ 425 $ - $ 13,381 $ 3,558,652
Net appreciation (depreciation)
in fair value of investments - 2,131 (185) (194) 3,751 - - 109,439,232
------------ -------- ------- -------- --------- ----------- ----------- -------------
Total investment
income 1,121,813 2,131 (98) 102 4,176 - 13,381 112,997,884
------------ -------- ------- -------- --------- ----------- ----------- -------------
Contributions:
Employer - - - - - - - 3,979,515
Participants 330,456 - - - 146 - 827,069 4,236,158
------------ -------- ------- -------- --------- ----------- ----------- -------------
Total contributions 330,456 - - - 146 - 827,069 8,215,673
------------ -------- ------- -------- --------- ----------- ----------- -------------
TOTAL ADDITIONS 1,452,269 2,131 (98) 102 4,322 - 840,450 121,213,557
DEDUCTIONS FROM NET ASSETS
(Transfers out) transfers in 22,252,801 - 5,000 10,000 260,045 (727,705) 803,722 -
Withdrawals and
distributions (19,579,544) 52,176 - - - 772,287 - (23,680,151)
------------ -------- ------- -------- --------- ----------- ----------- -------------
TOTAL DEDUCTIONS 2,673,257 52,176 5,000 10,000 260,045 44,582 803,722 (23,680,151)
NET INCREASE (DECREASE) 4,125,526 54,307 4,902 10,102 264,367 44,582 1,644,172 97,533,406
NET ASSETS AVAILABLE
FOR PARTICIPANTS'
BENEFITS,BEGINNING
OF YEAR 13,383,048 - - - - 3,918,608 140,989 170,100,370
------------ -------- ------- -------- --------- ----------- ----------- -------------
NET ASSETS AVAILABLE
FOR PARTICIPANTS'
BENEFITS, END OF YEAR $ 17,508,574 $ 54,307 $ 4,902 $ 10,102 $ 264,367 $ 3,963,190 $ 1,785,161 $ 267,633,776
============ ======== ======= ======== ========= =========== =========== =============
</TABLE>
-9-
<PAGE>
For the year ended December 31, 1996
<TABLE>
<CAPTION>
MERRILL LYNCH FUNDS
-------------------------------------------------------------------------------
AES GLOBAL FEDERAL BASIC RETIREMENT
COMMON GROWTH ALLOCATION SECURITIES CAPITAL VALUE PRESERVATION
STOCK FUND FUND TRUST FUND FUND FUND TRUST
------------- ------------ ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <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 $ 247,915 $ 445,088
Net appreciation (depreciation)
in fair value of
investments 65,149,990 1,663,463 48,101 (32,338) 24,450 238,026 -
------------- ------------ ----------- ----------- ----------- ----------- ------------
Total investment income 65,199,445 2,704,334 267,084 102,629 178,832 485,941 445,088
------------- ------------ ----------- ----------- ----------- ----------- ------------
Contributions:
Employer 4,433,845 - - - - - -
Participants 357,688 655,387 162,627 152,878 142,203 213,539 359,908
------------- ------------ ----------- ----------- ----------- ----------- ------------
Total contributions 4,791,533 655,387 162,627 152,878 142,203 213,539 359,908
------------- ------------ ----------- ----------- ----------- ----------- ------------
TOTAL ADDITIONS 69,990,978 3,359,721 429,711 255,507 321,035 699,480 804,996
DEDUCTIONS FROM NET ASSETS:
(Transfers out) transfers in (11,201,466) 1,293,803 320,981 442,678 176,439 731,629 7,703,461
Withdrawals and distributions (1,389,769) (237,626) (158,282) (49,222) (41,791) (58,966) (441,710)
------------- ------------ ----------- ----------- ----------- ----------- ------------
TOTAL DEDUCTIONS (12,591,235) 1,056,177 162,699 393,456 134,648 672,663 7,261,751
NET INCREASE (DECREASE) 57,399,743 4,415,898 592,410 648,963 455,683 1,372,143 8,066,747
NET ASSETS AVAILABLE FOR
PARTICIPANTS' BENEFITS,
BEGINNING OF YEAR 72,989,157 8,451,193 1,511,091 1,498,776 1,102,572 2,220,096 5,316,301
------------- ------------ ----------- ----------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR
PARTICIPANTS' BENEFITS,
END OF YEAR $ 130,388,900 $ 12,867,091 $ 2,103,501 $ 2,147,739 $ 1,558,255 $ 3,592,239 $ 13,383,048
============= ============ =========== =========== =========== =========== ============
<CAPTION>
PARTICIPANT
LOANS OTHER TOTAL
----------- --------- -------------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment Income:
Interest and dividends $ - $ 1,789 $ 2,293,450
Net appreciation in fair
value of investments - - 67,091,692
----------- --------- -------------
Total investment income - 1,789 69,385,142
----------- --------- -------------
Contributions:
Employer - - 4,433,845
Participants - 123,464 2,167,694
----------- --------- -------------
Total contributions - 123,464 6,601,539
----------- --------- -------------
TOTAL ADDITIONS - 125,253 75,986,681
DEDUCTIONS FROM NET ASSETS:
(Transfers out) transfers in 532,475 - -
Withdrawals and distributions (16,428) (190,508) (2,584,302)
----------- --------- -------------
TOTAL DEDUCTIONS 516,047 (190,508) (2,584,302)
NET INCREASE (DECREASE) 516,047 (65,255) 73,402,379
NET ASSETS AVAILABLE FOR
PARTICIPANTS' BENEFITS,
BEGINNING OF YEAR 3,402,561 206,244 96,697,991
----------- --------- -------------
NET ASSETS AVAILABLE FOR
PARTICIPANTS' BENEFITS,
END OF YEAR $ 3,918,608 $ 140,989 $ 170,100,370
=========== ========= =============
</TABLE>
-10-
<PAGE>
5. PARTICIPANT LOANS
Participants may obtain 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,
prime plus 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
funded.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right 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 letter 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 January 1, 1996 to clarify certain
definitions and to simplify the method of pay out of excess contributions.
The Plan was also 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.
* * * * * *
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<PAGE>
THE AES CORPORATION PROFIT SHARING AND
STOCK OWNERSHIP PLAN
ITEM 27A - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
NUMBER FAIR
OF SHARES COST VALUE
---------- ---------- ----------
<S> <C> <C> <C>
Cash - $ 1,308,815 $ 1,308,815
The AES Corporation common stock -
at $46.63 per share (1) 4,621,676 34,346,617 215,485,642
Merrill Lynch Retirement Preservation Trust Fund (1) 17,508,574 17,508,558 17,508,574
Merrill Lynch Growth Fund (1) 480,368 10,707,992 13,762,550
Merrill Lynch Global Allocation Fund (1) 173,142 2,498,893 2,448,229
Merrill Lynch Federal Securities Trust Fund (1) 189,279 1,830,364 1,845,471
Merrill Lynch Capital Fund (1) 66,538 2,088,790 2,296,236
Merrill Lynch Basic Value Fund (1) 158,234 4,762,689 5,867,330
Merrill Lynch Equity Index Trust I (1) 831 52,176 54,307
Hotchkis & Wiley International Fund (1) 216 5,087 4,902
Pimco Total Return Fund 953 10,296 10,102
Alliance Quasar Fund 9,655 260,613 264,367
Participant loans (Interest 6.5 % - 12%) (1) - 3,963,190 3,963,190
---------- ----------
TOTAL $ 79,344,080 $ 264,819,715
========== ==========
</TABLE>
(1) 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, 1997
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
- ----------------------------- COST/BOOK PROCEEDS OF REALIZED
PURCHASES SALES DESCRIPTION VALUE SALE GAIN/(LOSS)
<S> <C> <C> <C> <C> <C>
The AES Corporation
225 - Common Stock $ 18,865,020 $ - $ -
Merrill Lynch Retirement
293 - Preservation Trust 35,386,589 - -
The AES Corporation
- 183 Common Stock 8,271,965 38,524,439 30,252,474
Merrill Lynch Retirement
- 183 Preservation Trust 31,261,063 31,261,063 -
</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% of Plan assets
for the year ended December 31, 1997.
-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
Senior Vice President and
Chief Financial Officer
Date: June 29, 1998
-14-
<PAGE>
EXHIBIT INDEX
EXHIBIT 23.1 PAGE
Independent Auditors' Consent 16
-15-
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement No.
33-49262 of The AES Corporation on Form S-8 of our report dated June 22, 1998 on
the financial statments 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, 1997.
/s/ Deloitte & Touche LLP
Washington, DC
June 29, 1998
-16-
