Bond AES Generación S.A. 7.125% ( US00105DAF24 ) in USD

AES Generación S.A.

100 % ▼

Chile

US00105DAF24 ( in USD )

7.125% per year ( payment 2 times a year)

25/03/2079

Prospectus brochure of the bond AES Gener S.A US00105DAF24 en USD 7.125%, maturity 25/03/2079

200 000 USD

550 000 000 USD

00105DAF2

BB ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

06/07/2025 ( In 55 days )

AES Gener S.A. is a Chilean electricity generation company operating primarily in Chile and Colombia, focused on renewable and thermal energy sources.

The Bond issued by AES Generación S.A. ( Chile ) , in USD, with the ISIN code US00105DAF24, pays a coupon of 7.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 25/03/2079

The Bond issued by AES Generación S.A. ( Chile ) , in USD, with the ISIN code US00105DAF24, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by AES Generación S.A. ( Chile ) , in USD, with the ISIN code US00105DAF24, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Listing Memorandum

U.S.$ 550,000,000
AES Gener S.A.
7.125% Junior Subordinated Capital Notes due 2079

Interest payable on July 6 and January 6 of each year

We are offering U.S.$ 550,000,000 aggregate principal amount of our 7.125% junior subordinated capital notes due 2079 (the "notes"). The notes will mature on
March 26, 2079 (the "Maturity Date"). However, at our option, we may redeem the notes, in whole but not in part, on (i) any day during the period commencing on (and including)
April 7, 2024) (90 days prior to the First Reset Date (as defined herein)) and ending on (and including) the First Reset Date, and (ii) any Interest Payment Date (as defined herein)
thereafter, at their aggregate principal amount, together with any accrued and unpaid interest to, but excluding, the redemption date and any Arrears of Interest (as defined herein).
We may also redeem the notes, in whole but not in part, upon the occurrence of a Withholding Tax Event, a Substantial Repurchase Event, a Ratings Methodology Event or a Tax
Deductibility Event at the applicable Early Redemption Price as set forth in this listing memorandum. Subject to our right to defer payment, interest on the notes will be payable
semi-annually in arrears on July 6 and January 6 of each year, beginning on January 6, 2020. There will be a long first coupon for the period from and including March 26, 2019 to,
but excluding, January 6, 2020. There will be a short final coupon for the period from and including January 6, 2079 to, but excluding, March 26, 2079. As an alternative to an
early redemption of the notes as described in the preceding sentence, and subject to certain conditions, we may substitute all (but not less than all), or vary the terms of the notes.
As more fully described in this listing memorandum, we may defer interest payments on the notes for any period of time; provided that any such deferred payments
will themselves bear interest at the same rate as the principal amount of the notes and will become due and payable on the Mandatory Settlement Dates (as defined herein).
The notes will bear interest on their principal amount from (and including) the Issue Date (as defined herein) to, but excluding, the First Reset Date at a rate of
7.125% per annum. Thereafter, from and including the First Reset Date to, but excluding, the Maturity Date, for each Reset Period (as defined herein), the notes will bear interest
at a rate equal to the relevant 5 year Swap Rate (as defined herein), plus (a) in respect of the Reset Period commencing on the First Reset Date: 4.644%; (b) in respect of the Reset
Periods commencing on July 6, 2029, July 6, 2034 and July 6, 2039: 4.894%; and (c) in respect of any other Reset Period: 5.644%.
The notes will constitute unsecured, deeply subordinated obligations. The claims of holders under the notes are intended to be senior only to claims of holders of our
Common Shares (as defined herein). We currently have no securities outstanding that rank junior to the notes other than our Common Shares. In addition, the notes will be
structurally subordinated to all existing and future unsecured and unsubordinated debt and other liabilities (including trade payables) of our operating subsidiaries.
Investing in the notes involves risks. See "Risk Factors" beginning on page 15.

Price: 99.948% plus accrued interest, if any, from March 26, 2019.

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, (the "Chilean Securities Market Law") with the Chilean Financial Market Commission
(Comisión para el Mercado Financiero, the "CMF") 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 CMF
("CMF Rule 336"). Pursuant to CMF 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, and Rule No. 410, dated July 27, 2016, both issued by the CMF). 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. This listing memorandum constitutes a prospectus for the purposes of the Luxembourg law on prospectuses for securities, dated July 10, 2005, as amended.
Currently, there is no public market for the notes.
None of the U.S. Securities and Exchange Commission, any U.S. state securities commission or any securities regulatory authority have approved or disapproved of
these securities or determined whether this listing memorandum is accurate or complete. Any representation to the contrary is a criminal offense.
The delivery of the notes has been 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 March 26, 2019.
Global Coordinators and Joint Bookrunners
BofA Merrill Lynch
Goldman Sachs & Co. LLC
J.P. Morgan

Joint Bookrunners
Itaú BBA

Scotiabank

Co-Managers
BTG
Pactual LarrainVial Santander

The date of this listing memorandum is March 29, 2019.

Table of Contents
Page
NOTICE TO CHILEAN INVESTORS ........................................................................................................................ ii
ENFORCEMENT OF FOREIGN JUDGMENTS ....................................................................................................... iii
AVAILABLE INFORMATION ..................................................................................................................................iv
FORWARD-LOOKING STATEMENTS ..................................................................................................................... v
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION ................................................... vii
GLOSSARY .................................................................................................................................................................xi
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ........................................................................................................................................................... 7
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA ............................................................. 12
RISK FACTORS ......................................................................................................................................................... 15
EXCHANGE RATES .................................................................................................................................................. 41
EXCHANGE CONTROLS ......................................................................................................................................... 44
USE OF PROCEEDS .................................................................................................................................................. 48
CAPITALIZATION .................................................................................................................................................... 49
SELECTED CONSOLIDATED FINANCIAL DATA ............................................................................................... 50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................ 53
BUSINESS .................................................................................................................................................................. 93
REGULATORY OVERVIEW .................................................................................................................................. 128
MANAGEMENT & EMPLOYEES .......................................................................................................................... 148
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 152
RELATED PARTY TRANSACTIONS .................................................................................................................... 153
DESCRIPTION OF THE NOTES ............................................................................................................................. 154
TAXATION .............................................................................................................................................................. 178
PLAN OF DISTRIBUTION ...................................................................................................................................... 185
TRANSFER RESTRICTIONS .................................................................................................................................. 192
LEGAL MATTERS .................................................................................................................................................. 196
INDEPENDENT AUDITORS .................................................................................................................................. 197
LISTING AND GENERAL INFORMATION .......................................................................................................... 198
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1

i

Unless otherwise indicated or the context otherwise requires, all references in this listing memorandum to
"AES Gener," "we," "us," "our," "our company," the "Company" and "ourselves" mean AES Gener S.A. and its
subsidiaries on a consolidated basis.
This listing memorandum has been prepared by us solely for use in connection with the proposed offering
of the notes described in this listing memorandum. This listing memorandum 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 this listing memorandum, without
our prior written consent, is prohibited. Each prospective investor, by accepting delivery of this listing
memorandum, agrees to the foregoing. This listing memorandum may only be used for the purposes for which it has
been published.
This listing memorandum has been prepared by us, and we are solely responsible for its contents.
The initial purchasers make no representation or warranty, expressed or implied, as to the accuracy or
completeness of the information contained in this listing memorandum. Nothing contained in this listing
memorandum 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
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 this listing memorandum;
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 this listing memorandum. 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 this listing
memorandum. 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 this listing memorandum 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
i

determined if this listing memorandum is truthful or complete. Any representation to the contrary is a criminal
offense.
We confirm that, after having made all reasonable inquiries, this listing memorandum 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 this listing memorandum is true and accurate in all material respects and is not misleading and that
there are no omissions of any facts from this listing memorandum which, by their absence herefrom, make this
listing memorandum misleading. We accept responsibility for the information contained in this listing memorandum
regarding us and the notes.

NOTICE TO CHILEAN INVESTORS
The offer of the notes is subject to CMF Rule 336. The notes being offered will not be registered under the
Chilean Securities Market Law in the Securities Registry (Registro de Valores) or in the Foreign Securities Registry
(Registro de Valores Extranjeros) of the CMF and, therefore, the notes are not subject to the supervision of the
CMF. 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 CMF Rule 336. Pursuant to CMF 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 and in Rule No. 410, dated July 27, 2016, both issued by the CMF).
LA OFERTA DE LOS BONOS SE ACOGE A LA NORMA DE CARÁCTER GENERAL N°336 DE LA
CMF. 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 CMF, 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 CMF. 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 CMF DE FECHA 12 DE JUNIO DE 2008 Y EN LA NORMA DE CARÁCTER
GENERAL N°410 DE LA CMF DE FECHA 27 DE JULIO DE 2016).

The notes have been made available initially only in book-entry form. The notes have been issued in the
form of two registered global notes. The global notes have been 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 have been 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.

ii

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"). Three 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
us, 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 and that the judgment does not
conflict with Chilean 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. Note
that, under Chilean law, the service of process by means of mailing copies to us will not be deemed
effective to cause a proper service of process and, consequently, any judgment rendered in a legal
proceeding in which process was served by means of mailing copies to us may then be effectively
contested by us in Chile; 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.

iii

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, Floors 19 and 20, Las Condes,
Santiago, Chile, and our telephone number at that address is (56-2) 2686-8900. Our website is www.aesgener.cl.
AES Gener is an issuer in Chile of securities registered with the CMF. Shares of our common stock are
traded on the Bolsa de Comercio de Santiago--Bolsa de Valores, or the Santiago Stock Exchange and the Bolsa
Electrónica de Chile--Bolsa de Valores, or Electronic 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
CMF, and provide copies of such reports and notices to the Chilean Stock Exchanges. All such reports are available
at www.cmfchile.cl and www.aesgener.cl.
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, this listing memorandum.

iv

FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this listing memorandum, 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 this listing memorandum, 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;
v

the impact of any unavailability of our power generation units;
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
the effect that the encouragement of NCRE's by the relevant regulators in each of the countries in
which we operate may have on traditional sources of energy; 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 this listing memorandum 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.

vi

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated, the annual audited financial information in this listing memorandum with
respect to 2018, 2017 and 2016 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) and certain specific regulations issued by the CMF. This listing memorandum includes (i) our
consolidated statements of financial position as of December 31, 2018 and 2017 and consolidated statements of
comprehensive income, changes in equity and cash flows for the years ended December 31, 2018 and 2017 together
with the notes thereto (our "2018 audited consolidated financial statements" and (ii) our consolidated statements of
financial position as of December 31, 2017 and 2016 and consolidated statements of comprehensive income,
changes in equity and cash flows for the years ended December 31, 2017 and 2016 together with the notes thereto
(our "2017 audited consolidated financial statements" and, together with our 2018 audited consolidated financial
statements, our "audited consolidated financial statements").
We disclose in this listing memorandum our so-called non-IFRS 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 this listing memorandum, 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 29 to our 2018 audited consolidated financial statements, as
defined above) and the participations in earnings of associates (refer to note 17 to our 2018 audited 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 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 this listing memorandum 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 a daily indexed Chilean
peso-denominated monetary unit calculated by the Banco Central de Chile, or the Central Bank of Chile, which we
refer to as the "Central Bank of Chile" or the "Chilean Central Bank," that takes into account the effect of the
Chilean inflation rate. As of December 31, 2018, one UF was equivalent to Ch$27,565.79. This listing
memorandum contains certain translations of Chilean peso amounts into U.S. dollars at specified rates. Unless
otherwise indicated and other than information derived from our financial statements prepared in U.S. dollars in
accordance with IFRS, the U.S. dollar equivalent for information in Chilean pesos is based on the observed
exchange rate reported by the Central Bank of Chile as of December 31, 2018. The Federal Reserve Bank of New
York does not report a noon buying rate for Chilean pesos. On March 18, 2019, the observed exchange rate for
Chilean pesos was Ch$669.39 to U.S.$1.00. You should not construe these translations as representations that the
Chilean peso amounts actually represent, or have been or could be converted, into U.S. dollars at the rates indicated
or at any other rate. See "Exchange Rates." Unless otherwise specified, references to the depreciation or the
appreciation of the Chilean peso against the U.S. dollar are in nominal terms (without adjusting for inflation) based
on the observed exchange rates published by the Central Bank of Chile for the relevant period. Certain numbers
included in this listing memorandum 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.
vii

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. For a discussion of certain new accounting pronouncements, including IFRS 16 "Leases," please see
note 2.1 to our 2018 audited consolidated financial statements included in this listing memorandum.
Our principal consolidated subsidiaries include:
Norgener Inversiones SpA, or "Norgener", which is 100% owned by us and owns 99.99% of Eléctrica
Ventanas (as defined below), 94.82% of Eléctrica Angamos (as defined below), 60% of Eléctrica
Cochrane (as defined below) and 99.99% of Ventanas I and Ventanas II, two coal-fired units with an
aggregate capacity of 328 MW in the central part of Chile, which are operated by us;
Norgener Foreign Investments SpA, or "NFI", which is 99.99% owned by us and owns 99.99% of
AES Chivor (as defined below) and 7.96% of Gener Argentina S.A.;
Norgener Renovables SpA, or "Norgener Renovables", which is 100% owned by us and owns 93.30%
of Alto Maipo (as defined below) and 100% of Andes (as defined below);
Empresa Eléctrica Angamos SpA., or "Eléctrica Angamos", which is 100% owned by us and operates
two coal fired units with an aggregate capacity of 558 MW and a 20 MW BESS facility in the northern
part of Chile;
Empresa Eléctrica Ventanas S.A, or "Eléctrica Ventanas", which is 100% owned by us and operates
Nuevas Ventanas and Ventanas IV, two coal-fired units with an aggregate capacity of 544 MW in the
central part of Chile;
AES Chivor & CIA SCA E.S.P., or "AES Chivor", which is 99.98% owned by us and operates a 1,000
MW hydroelectric plant and a 20 MW run-of-river plant in Colombia;
Empresa Eléctrica Cochrane SpA, or "Eléctrica Cochrane", which is 60% owned by us operates a 550
MW coal-fired plant and a 20 MW BESS facility in the northern part of Chile;
Andes Solar SpA, or "Andes", which is a 100% owned by us and operates a 22 MW solar plant in the
northern part of Chile; and
Alto Maipo SpA, or "Alto Maipo", which is 93.30% owned by us and will operate a 531 MW
hydroelectric plant in the central part of Chile, currently under construction.
In accordance with the segment information in note 7, "Operating Segments" in the audited consolidated
financial statements included in this listing memorandum, the term "our Chilean Operations" refers to the operations
of AES Gener, Norgener, NFI, Norgener Renovables, Eléctrica Angamos, Eléctrica Ventanas, Eléctrica Cochrane
and Andes, and "our Argentine Operations" refers to TermoAndes S.A., or "TermoAndes," and InterAndes S.A., or
"InterAndes." In this listing memorandum "our Colombian Operations" refers solely to AES Chivor.
As used in this listing memorandum, 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:
Guacolda Energía S.A., or "Guacolda," which is 50.0% (plus one share) owned by us, currently
operates five 152 MW coal-fired generating units with total capacity of 760 MW in Chile. For further
details refer to note 17 to our 2018 audited consolidated financial statements.
viii