Obligation AES Gener S.A 5% ( USP0607LAB91 ) en USD

AES Gener S.A

96.75 % ▲

Chili

USP0607LAB91 ( en USD )

5% par an ( paiement semestriel )

13/07/2025

Prospectus brochure de l'obligation AES Gener S.A USP0607LAB91 en USD 5%, échéance 13/07/2025

200 000 USD

117 488 000 USD

P0607LAB9

BBB- ( Qualité moyenne inférieure )

N/A

14/01/2025 ( Dans 171 jours )

L'Obligation émise par AES Gener S.A ( Chili ) , en USD, avec le code ISIN USP0607LAB91, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/07/2025
L'Obligation émise par AES Gener S.A ( Chili ) , en USD, avec le code ISIN USP0607LAB91, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Listing Particulars

U.S.$425,000,000
AES Gener S.A.
5.000% Senior Notes due 2025

Interest payable on January 14 and July 14 of each year

We are offering U.S.$425,000,000 aggregate principal amount of 5.000% senior notes due 2025 (the "notes"). The
notes will mature on July 14, 2025. Interest will accrue from July 14, 2015 and will be payable semi-annually in arrears on
January 14 and July 14 of each year, beginning January 14, 2016.

We may redeem the notes at our option, in whole or in part, as applicable, at the redemption prices described under
"Description of the Notes--Optional RedemptionMake-Whole Redemption" and "At Par Redemption", as applicable. In
addition, we may redeem the notes in whole, but not in part, at par if the laws or regulations affecting certain taxes change in
certain respects.
The notes will be our senior unsecured and unsubordinated obligations and will, at all times, rank pari passu in right of
payment with all of our existing and future unsecured and unsubordinated obligations (except those statutory priorities or
obligations preferred by operation of Chilean law, including, without limitation, labor and tax claims). For a more detailed
description of the notes, see "Description of the Notes."

Investing in the notes involves risks. See "Risk Factors" beginning on page 13.

Price: 99.572% plus accrued interest, if any, from July 14, 2015.

The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Prospective purchasers that are qualified institutional buyers are hereby notified that the sellers of the notes may be
relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act.
Outside the United States, the offering is being made in reliance on Regulation S under the Securities Act.

The notes may not be publicly offered or sold, directly or indirectly, in the Republic of Chile ("Chile"), or to any
resident of Chile, except as permitted by applicable Chilean law. The notes will not be registered under Law No. 18,045, as
amended, (Ley de Mercado de Valores or "Securities Market Law") with the Superintendency of Securities and Insurance
(Superintendencia de Valores y Seguros or "SVS") and, accordingly, the notes cannot and will not be offered or sold to persons
in Chile except in circumstances which have not resulted and will not result in a public offering under Chilean law, and/or in
compliance with Rule (Norma de Carácter General) No. 336, dated June 27, 2012, issued by the SVS ("SVS Rule 336").
Pursuant to SVS Rule 336, the notes may be privately offered in Chile to certain "qualified investors," identified as such therein
(which in turn are further described in Rule No. 216, dated June 12, 2008, of the SVS). See "Notice to Chilean Investors."
We have applied to admit the notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on
the Euro MTF Market of the Luxembourg Stock Exchange. These listing particulars constitute a prospectus for purposes of
Luxembourg law on prospectus securities dated July 10, 2005, as amended. These listing particulars may be used only for the
purposes for which it has been published.
None of the U.S. Securities and Exchange Commission, any U.S. state securities commission or any securities
regulatory authority has approved or disapproved of these securities or determined whether these listing particulars is accurate or
complete. Any representation to the contrary is a criminal offense.
Delivery of the notes was made to investors in book-entry form through The Depository Trust Company ("DTC") for
the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream
Banking, S.A., on July 14, 2015.
Global Coordinators and Joint Bookrunners
J.P. Morgan
BofA Merrill Lynch
Scotiabank

Joint Bookrunners

Mizuho Securities

SMBC Nikko

Co-Manager

Credicorp
Capital
The date of these listing particulars is July 24, 2015.

Table of Contents
Page
ENFORCEMENT OF FOREIGN JUDGMENTS ........................................................................................................iv
AVAILABLE INFORMATION ................................................................................................................................... v
FORWARD-LOOKING STATEMENTS ....................................................................................................................vi
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION .................................................. viii
GLOSSARY ............................................................................................................................................................... xii
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ........................................................................................................................................................... 6
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA ............................................................. 10
RISK FACTORS ......................................................................................................................................................... 13
EXCHANGE RATES .................................................................................................................................................. 30
EXCHANGE CONTROLS ......................................................................................................................................... 34
USE OF PROCEEDS .................................................................................................................................................. 38
CAPITALIZATION .................................................................................................................................................... 39
SELECTED CONSOLIDATED FINANCIAL DATA ............................................................................................... 40
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................ 43
BUSINESS ................................................................................................................................................................ 100
REGULATORY OVERVIEW .................................................................................................................................. 135
MANAGEMENT & EMPLOYEES .......................................................................................................................... 149
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 153
RELATED PARTY TRANSACTIONS .................................................................................................................... 154
DESCRIPTION OF THE NOTES ............................................................................................................................. 155
TAXATION .............................................................................................................................................................. 155
PLAN OF DISTRIBUTION ...................................................................................................................................... 181
TRANSFER RESTRICTIONS .................................................................................................................................. 187
LEGAL MATTERS .................................................................................................................................................. 187
INDEPENDENT AUDITORS .................................................................................................................................. 191
LISTING AND GENERAL INFORMATION .......................................................................................................... 191
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1

Unless otherwise indicated or the context otherwise requires, all references in these listing particulars to
"AES Gener," "we," "us," "our," "our company," the "Company" and "ourselves" mean AES Gener S.A. and its
subsidiaries on a consolidated basis.
These listing particulars has been prepared by us solely for use in connection with the proposed offering of
the notes described in these listing particulars. These listing particulars does not constitute an offer to any other
person or the public generally to subscribe for or otherwise acquire notes, and any person retained to advise such
prospective investor with respect to any disclosure of any of the contents of these listing particulars, without our
prior written consent, is prohibited. Each prospective investor, by accepting delivery of these listing particulars,
agrees to the foregoing.
These listing particulars has been prepared by us, and we are solely responsible for its contents. To the best
of our knowledge, having taken all reasonable care to ensure that such is the case, the information contained in these
listing particulars is in accordance with the facts and does not omit anything likely to affect the import of such
information.
The initial purchasers make no representation or warranty, expressed or implied, as to the accuracy or
completeness of the information contained in these listing particulars. Nothing contained in these listing particulars
is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future.
Neither we nor the initial purchasers are making an offer to sell the notes in any jurisdiction except where
such an offer or sale is permitted. You must comply with all applicable laws and regulations in force in your
jurisdiction and you must obtain any consent, approval or permission required of you for the purchase, offer or sale
i

of the notes under the laws and regulations in force in your jurisdiction to which you are subject or in which you
make such purchase, offer or sale, and neither we nor the initial purchasers will have any responsibility therefor.
You acknowledge that:

you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information contained in
these listing particulars;

you have not relied on the initial purchasers or their agents or any person affiliated with the initial
purchasers or their agents, in connection with your investigation of the accuracy of such information or
your investment decision; and

no person has been authorized to give any information or to make any representation concerning us or the
notes other than those as set forth in these listing particulars. If given or made, any such other information
or representation should not be relied upon as having been authorized by us, the initial purchasers or their
agents.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of
securities which do not involve a public offering. By purchasing notes, you will be deemed to have made certain
acknowledgments, representations and agreements as set forth under "Transfer Restrictions" in these listing
particulars. The notes are subject to restrictions on transfer and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable state securities laws. As a prospective purchaser, you should be
aware that you may be required to bear the financial risks of this investment for an indefinite period of time. See
"Plan of Distribution" and "Transfer Restrictions."
In making an investment decision, prospective investors must rely on their own examination of our
company and the terms of the offering, including the merits and risks involved. Prospective investors should not
construe anything in these listing particulars as legal, business or tax advice. Each prospective investor should
consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted
to purchase the notes under applicable legal, investment or similar laws or regulations.
None of the United States Securities and Exchange Commission (the "SEC"), any United States state
securities commission or any other regulatory authority has approved or disapproved of these securities or
determined if these listing particulars is truthful or complete. Any representation to the contrary is a criminal
offense.
We confirm that, after having made all reasonable inquiries, these listing particulars contains all
information with regard to us and the notes that is material to the offering and sale of the notes, that the information
contained in these listing particulars is true and accurate in all material respects and is not misleading and that there
are no omissions of any facts from these listing particulars which, by their absence herefrom, make these listing
particulars misleading. We accept responsibility for the information contained in these listing particulars regarding
us and the notes.

NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ("RSA") WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED
OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES
A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
ii

SUCH FACT NOR THE FACT THAT ANY EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE
TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.

NOTICE TO CHILEAN INVESTORS

The offer of the notes is subject to General Rule No. 336 of the SVS. The notes being offered will not be
registered under the Securities Market Law (Ley de Mercado de Valores) in the Securities Registry (Registro de
Valores) or in the Foreign Securities Registry (Registro de Valores Extranjeros) of the SVS and, therefore, the notes
are not subject to the supervision of the SVS. As unregistered securities, we are not required to disclose public
information about the notes in Chile. Accordingly, the notes cannot and will not be publicly offered to persons in
Chile unless they are registered in the corresponding Securities Registry. The notes may only be offered in Chile in
circumstances that do not constitute a public offering under Chilean law or in compliance with General Rule No.
336 of the SVS. Pursuant to General Rule No. 336, the notes may be privately offered in Chile to certain "qualified
investors" identified as such therein (which in turn are further described in General Rule No. 216, dated June 12,
2008, of the SVS).
AVISO A INVERSIONISTAS CHILENOS

La oferta de los bonos se acoge a la Norma de Carácter General N°336 de la Superintendencia de Valores
y Seguros. Los bonos que se ofrecen no están inscritos bajo la Ley de Mercado de Valores en el Registro de Valores
o en el Registro de Valores Extranjeros que lleva la Superintendencia de Valores y Seguros, por lo que tales valores
no están sujetos a la fiscalización de ésta. Por tratarse de valores no inscritos, no existe obligación por parte del
emisor de entregar en Chile información pública respecto de estos valores. Los bonos no podrán ser objeto de
oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente. Los bonos solo podrán
ser ofrecidos en Chile en circunstancias que no constituyan una oferta pública o cumpliendo con lo dispuesto en la
Norma de Carácter General N°336 de la Superintendencia de Valores y Seguros. En conformidad con lo dispuesto
por la Norma de Carácter General N°336, los bonos podrán ser ofrecidos privadamente a ciertos "inversionistas
calificados," identificados como tal en dicha norma (y que a su vez están descritos en la Norma de Carácter
General N°216 de la Superintendencia de Valores y Seguros de fecha 12 de junio de 2008).

The notes will be available initially only in book-entry form. We expect that the notes will be issued in the
form of one or more registered global notes. The global notes will be deposited with, or on behalf of, DTC and
registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global notes will be
shown on, and transfers of beneficial interests in the global notes will be effected through, records maintained by
DTC and its participants. The global notes offered under Regulation S under the Securities Act, if any, are to be
deposited with the trustee as custodian for DTC, and beneficial interests in them may be held through Euroclear or
Clearstream, Luxembourg. After the initial issuance of the global notes, certificated notes may be issued in
registered form only in very limited circumstances, which shall be in minimum denominations of U.S.$200,000 and
integral multiples of U.S.$1,000. See "Description of the Notes" for further discussion of these matters.

iii

ENFORCEMENT OF FOREIGN JUDGMENTS
We are a sociedad anónima abierta, or a publicly traded open stock corporation, organized under the laws
of the Republic of Chile ("Chile"). Four of our seven directors reside in the United States. All of our executive
officers and certain of the experts named herein reside in Chile. In addition, all or a substantial portion of our assets
and the assets of our directors and officers are located outside the United States. As a result, except as explained
below, it may not be possible for investors to effect service of process within the United States upon such persons,
or to enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of the federal
securities laws of the United States or otherwise obtained in U.S. courts.
We have been advised by Claro & Cía. ("Claro"), our special Chilean counsel, that no treaty exists between
the United States and Chile for the reciprocal enforcement of foreign judgments. It is the opinion of our Chilean
counsel that Chilean courts would enforce final judgments rendered by U.S. courts by virtue of the legal principles
of reciprocity and comity, subject to review in Chile of any such U.S. judgment in order to ascertain whether certain
basic principles of due process and public policy have been respected, without retrial or review of the merits of the
subject matter. If a U.S. court grants a final judgment, enforceability of this judgment in Chile will be subject to
obtaining the relevant exequatur decision from the Supreme Court of Chile (i.e., recognition and enforcement of the
foreign judgment) according to Chilean civil procedure law in force at that time, and satisfying certain legal
requirements. Currently, the most important of these requirements are:

the existence of reciprocity, absent which the foreign judgment may not be enforced in Chile;

the absence of any conflict between the foreign judgment and Chilean laws (excluding for this purpose the
laws of civil procedure) and public policy;

the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the
same facts and circumstances;

the Chilean court's determination that the U.S. courts had jurisdiction, that process was appropriately
served on the defendant and that the defendant was afforded a real opportunity to appear before the court
and defend his or her case; and

the absence of any further means for appeal or review of the judgment in the jurisdiction where judgment
was rendered.
We have been advised by Claro that there is doubt as to the enforceability, in original actions in Chilean
courts, of liabilities predicated solely on the U.S. federal securities laws and as to the enforceability in Chilean
courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the U.S.
federal securities laws.
We have appointed Corporation Service Company, with an office on the date hereof at 1180 Avenue of the
Americas, Suite 210, New York, NY 10036, United States as our authorized agent for service of process in the
United States, upon which process may be served in any action which may be instituted in any U.S. federal or state
court having subject matter jurisdiction in the Borough of Manhattan, New York City, New York, arising out of or
based upon the indenture governing the notes or the notes themselves.
iv

AVAILABLE INFORMATION
AES Gener is a sociedad anónima abierta, or a publicly traded open stock corporation, organized under the
laws of Chile. Our principal executive offices are located at Rosario Norte 532, 19th Floor, Las Condes, Santiago,
Chile, and our telephone number at that address is (56-2) 2686-8900. Our website is www.aesgener.com.
AES Gener is an issuer in Chile of securities registered with the Superintendencia de Valores y Seguros, the
Chilean Superintendency of Securities and Insurance, or "SVS." Shares of our common stock are traded on the
Bolsa de Comercio de Santiago--Bolsa de Valores, or the Santiago Stock Exchange, the Bolsa Electrónica de
Chile--Bolsa de Valores, or Electronic Stock Exchange, and the Bolsa de Corredores--Bolsa de Valores, or the
Valparaiso Stock Exchange, which we jointly refer to as the "Chilean Stock Exchanges," under the symbol
"AESGENER." Accordingly, we are currently required to file quarterly and annual reports in Spanish and issue
hechos esenciales o relevantes (notices of essential or material events) to the SVS, and provide copies of such
reports and notices to the Chilean Stock Exchanges. All such reports are available at www.svs.cl and
www.aesgener.com.
In addition, we have agreed that while any notes remain outstanding and are "restricted securities" as
defined in Rule 144(a)(3) under the Securities Act, we will make available, upon request, to any holder or
prospective purchaser of notes the information required pursuant to Rule 144A(d)(4) under the Securities Act with
respect to us during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act or exempt by
virtue of Rule 12g3-2(b) thereunder. Any such request should be directed to us at our principal executive offices
listed above.
These reports and notices and any information contained in, or accessible through, our website are not
incorporated by reference in, and do not constitute a part of, these listing particulars.
v

FORWARD-LOOKING STATEMENTS
Except for the historical information contained in these listing particulars, certain matters discussed herein,
including without limitation under "Management's Discussion and Analysis of Financial Condition and Results of
Operations," contain forward-looking statements, within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Although we believe that in making any such statements our expectations are based on
reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected. When used in these listing particulars, the words
"anticipates," "believes," "expects," "intends" and similar expressions, as they relate to us or our management, are
intended to identify such forward-looking statements. These forward-looking statements are subject to numerous
risks and uncertainties. There are important factors that could cause actual results to differ materially from those in
forward-looking statements, certain of which are beyond our control. These factors, risks and uncertainties include,
among other things:

political, economic, regulatory and demographic developments in Chile, Colombia, Argentina and other
countries where we and our equity-method investee currently do business or may do business in the future;

changes in our regulatory environment, including the costs of complying with electricity, utility and
environmental regulations;

the nature and extent of future competition in our and our equity-method investee's principal markets;

factors which may increase the cost or delay the construction or commencement of operations of our new
facilities;

the uncertainties of current, pending and threatened litigation;

trends affecting our and our equity-method investee's financial condition or results of operations;

inflation and exchange rate instability and government measures to control inflation and exchange rates;

our and our equity-method investee's ability to implement capital investment programs, including the
ability to arrange financing where required, and to complete contemplated refinancings;

changes in the prices and availability of coal, gas and other fuels (including our ability to have fuel
transported to our facilities) and the success of our risk management practices, such as our ability to hedge
our exposure to such market price risk, and our ability to meet credit support requirements for fuel and
power supply contracts;

our dividend policy;

our ability to manage our operation and maintenance costs;

our ability to collect accounts receivables from our customers;

the different reporting requirements and protections we have, compared with similar companies based in
the U.S.;

our relationship with our employees and their unions;

our ability to enter into long-term contracts, which limit volatility in our results of operations and cash
flows, such as power purchase agreements, fuel supply, and other agreements and to manage counterparty
credit risk in these agreements;

variations in weather and hydrological conditions in the areas in which we operate;

the impact of any unavailability of our power generation units;
vi

our ability to keep up with advances in technology;

the potential effects of threatened or actual acts of terrorism and war;

disruptions caused by earthquakes, tsunamis, floods or other natural disasters;

our ownership by The AES Corporation;

the expropriation or nationalization of our businesses or assets, whether with or without adequate
compensation;

changes in tax laws and the effects of our strategies to reduce tax payments;

our ability to maintain adequate insurance;

a cross-acceleration or cross-default under our debt financing arrangements; and

loss of market share or changes in the pricing environments in the industry in which we operate.
Some of these factors are discussed under "Risk Factors," but there may be other risks and uncertainties not
discussed under "Risk Factors" or elsewhere in these listing particulars that may cause actual results to differ
materially from those in forward-looking statements.
We cannot assure you that any of the events anticipated by the forward-looking statements will transpire or
occur, or if any of them do, what impact they will have on our results of operations or financial condition. We do
not intend, and undertake no obligation, to publicly revise any forward-looking statements that have been made to
reflect the occurrence of events after the date hereof. Accordingly, readers are cautioned not to place undue reliance
on the forward-looking statements.
These cautionary statements should be considered in connection with any written or oral forward-looking
statements that we may issue in the future.
vii

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated, the annual audited financial information in these listing particulars with respect
to 2014, 2013 and 2012 has been derived from financial statements that have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board
(IASB). Our audited consolidated financial statements present our consolidated statements of financial position as
of December 2014 and 2013 and consolidated statements of comprehensive income, changes in equity and cash
flows for the years ended December 31, 2014, 2013, and 2012 together with the notes thereto (collectively, our
"audited consolidated financial statements").
Our unaudited interim consolidated financial statements included in these listing particulars present our
consolidated financial position as of March 31, 2015 and consolidated statements of comprehensive income,
changes in equity and cash flows for the three-month periods ended March 31, 2015 and 2014, together with the
notes thereto (collectively, our "unaudited interim consolidated financial statements"). Our earnings for the
three-month period ended March 31, 2015 are not necessarily indicative of results to be expected for the year ended
December 31, 2015 or any future period. We refer to our audited consolidated financial statements and our
unaudited interim consolidated financial statements collectively as our "consolidated financial statements."
On September 29, 2014, an extensive tax reform in Chile became effective which, among other things,
increased the corporate statutory income tax rates beginning in 2014. With respect to the effect on the amount of
deferred tax assets and liabilities arising as a result of this increased corporate statutory income tax rate, Oficio
Circular No. 856 issued by the SVS requires us to record such effect in equity. This SVS requirement differs from
the accounting treatment under IFRS, which requires such effect to be reported as an income tax expense in our
results of operations. Under the SVS requirement, we recorded a one-time charge in equity in the amount of
U.S.$111.3 million in our consolidated financial statements as of and for the year ended December 31, 2014, filed
with the SVS and available on our website. It should be noted that the consolidated financial statements as of and
for the year ended December 31, 2014 included elsewhere in these listing particulars have been prepared in
accordance with IFRS. Therefore, the consolidated financial statements as of and for the year ended December 31,
2014 filed with the SVS and published on our website differ from the financial statements prepared under IFRS with
respect to the accounting treatment of the effect of the change in the corporate statutory income tax rate explained
above. To the extent that we issue our consolidated financial statements under the SVS requirements, such
consolidated financial statements will not be in compliance with IFRS in this regard. The foregoing calculations
have been made considering the application of the semi-integrated taxation regime, although pursuant to the tax
reform, our shareholders may in the future decide to adopt the attributable taxation regime, in which case such
calculations would be adjusted as appropriate. For a discussion of certain aspects of this bill, including an
explanation of the semi-integrated and attributable taxation regimes, see "Risk Factors--Risks related to Chile--
Future increases in the corporate tax rate in Chile or additional modifications to the Chilean tax system to finance
future social reforms may have a material adverse effect on us."
We disclose in these listing particulars our so-called non-GAAP financial measures, primarily Adjusted
EBITDA and Total Adjusted Operating Income. Adjusted EBITDA, Total Adjusted Operating Income and our
other key performance indicators, as we calculate them, may not be comparable to similarly titled measures reported
by other companies. Together with the other key performance indicators listed in these listing particulars, they serve
as additional indicators of our operating performance and are not required by, or presented in accordance with, IFRS.
They are not intended as a replacement for, or alternatives to, measures such as cash flows provided by operating
activities and net income as defined and required to be presented under IFRS.
We believe that Adjusted EBITDA and Total Adjusted Operating Income are measures commonly used by
analysts, investors and peers in our industry. Accordingly, we have disclosed this information to permit a more
complete analysis of our operating performance. For comparison purposes, our management believes that Adjusted
EBITDA and Total Adjusted Operating Income are useful as objective and comparable measures of operating
profitability. Adjusted EBITDA is calculated as net income plus income tax expense, depreciation and amortization,
asset retirement obligation accretion expense and finance expense less finance income, foreign currency exchange
differences, other gains (losses) (as specified in note 28 to our consolidated financial statements, as defined above)
and the participations in earnings of associates (refer to note 16 to our consolidated financial statements, as defined
above). Total Adjusted Operating Income is calculated as gross profit plus other operating income less
administrative and other operating expenses. Accordingly, our management believes that disclosure of Adjusted
viii

EBITDA and Total Adjusted Operating Income provides useful information to investors, financial analysts and the
public in their evaluation of our operating performance. Adjusted EBITDA and Total Adjusted Operating Income
and our other key performance indicators listed in these listing particulars may not be indicative of our historical
results of operations, nor are they meant to be predictive of future results.
Unless otherwise specified, references herein to "U.S. dollars," "dollars," "$" or "U.S.$" are to United
States dollars, references to "peso" or "Ch$" are to Chilean pesos, the legal currency of Chile, references to "Col$"
are to Colombian pesos, the legal currency of Colombia, references to "AR$" are to Argentine pesos, the legal
currency of Argentina and references to "UF" are to "Unidades de Fomento." The UF is an inflation indexed,
Chilean peso denominated monetary unit that is linked to, and set daily in advance to reflect changes in, the previous
month's consumer price index of the Chilean National Statistics Institute (Instituto Nacional de Estadísticas, or
"INE"). As of December 31, 2014 and as of March 31, 2015, one UF was equivalent to Ch$24,627.1 and
Ch$24,622.8, respectively. Certain numbers included in these listing particulars have been subject to rounding
adjustments. Accordingly, numbers shown as totals in certain tables may not be an arithmetic aggregation of the
numbers that precede them.
Under IFRS, subsidiaries are consolidated in accordance with IFRS 10 "Consolidated Financial
Statements" from the date of acquisition, which is defined as the date when we obtain control, and continue to be
consolidated until the date when such control ceases. Control is presumed when the investor (a) has power over the
investee; (b) has exposure, or rights, to variable returns from its involvement with the investee; and (c) has the
ability to use its power over the investee to affect the amount of the investor's returns. An investor is considered to
have power over an investee when the investor has existing rights that give it the current ability to direct relevant
activities (i.e. activities that significantly affect the investee's returns). In our case, in general, control over
subsidiaries is derived from the possession of the majority of the voting rights granted by equity instruments of the
subsidiaries.
Our principal consolidated subsidiaries include:

Empresa Eléctrica Angamos S.A., or "Eléctrica Angamos", which is 100.0% owned by us and operates two
coal fired units with an aggregate capacity of 545 MW;

Empresa Eléctrica Nueva Ventanas S.A., or "Eléctrica Ventanas", which is 100.0% owned by us and
operates a 272 MW coal-fired plant in the central part of Chile;

Empresa Eléctrica Campiche S.A., or "Eléctrica Campiche", which is 100.0% owned by us and operates a
272 MW coal-fired plant in the central part of Chile, also referred to below as "Ventanas IV";

AES Chivor & CIA SCA E.S.P., or "AES Chivor", which is 99.9% owned by us and operates a 1,000 MW
hydroelectric plant in Colombia;

Empresa Eléctrica Cochrane SpA, or "Eléctrica Cochrane", which is 60% owned by us and will operate a
532 MW coal-fired plant in the northern part of Chile currently in construction and expected to commence
commercial operation of units 1 and 2 in the second and third quarter of 2016, respectively;

Alto Maipo SpA, or "Alto Maipo", which is 60% owned by us and will operate a 531 MW hydroelectric
plant in the central part of Chile currently in construction and expected to commence operations in 2018.
In accordance with the segment information in note 7, "Operating Segments" in the audited consolidated
financial statements included in these listing particulars, the term "our Chilean Operations" refers to the operations
of AES Gener, Norgener SpA ("Norgener"), Sociedad Eléctrica Santiago SpA, or "Eléctrica Santiago," Eléctrica
Ventanas and Eléctrica Angamos and "our Argentine Operations" refers to TermoAndes S.A., or "TermoAndes,"
and InterAndes S.A., or "InterAndes." In these listing particulars "our Colombian Operations" refers solely to AES
Chivor.
As used in these listing particulars, the term "equity-method investee" or "associate" refers to an entity in
which we have an ownership interest between 20.0% and 50.0% and over which we can exercise significant
influence as per IAS 28 --Investments in Associates and Joint Arrangements. Our only equity method investee is:
ix