Bond AES Energía 7.5% ( USP0607JAA62 ) in USD

AES Energía

100 % ▼

Chile

USP0607JAA62 ( in USD )

7.5% per year ( payment 2 times a year)

25/03/2014 - Bond has expired

Prospectus brochure of the bond AES Gener USP0607JAA62 in USD 7.5%, expired

1 000 USD

400 000 000 USD

P0607JAA6

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

The Bond issued by AES Energía ( Chile ) , in USD, with the ISIN code USP0607JAA62, pays a coupon of 7.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 25/03/2014

OFFERING MEMORANDUM
AES GENER S.A.
16MAR200400323898
US$400,000,000
7.50% Senior Notes due 2014
We will pay interest on the notes on March 25 and September 25 of each year, beginning
September 25, 2004. The notes will mature on March 25, 2014. The notes will not be redeemable
prior to maturity except as provided herein. The notes will rank equally in right of payment with
our other senior indebtedness.
We will use all the proceeds of this offering plus certain other amounts to repurchase or repay a
portion of our indebtedness, including our outstanding U.S. convertible notes and Chilean
convertible notes that we expect to repurchase in concurrent cash tender offers or otherwise
redeem, to pay the costs of treasury lock agreements entered into in connection with this
offering and for working capital purposes.
We have agreed to make an offer to exchange the notes for registered, publicly tradable notes
that have terms substantially identical to the notes.
Investing in the notes involves risk. See ``Risk Factors'' beginning on page 17.
We have not registered the notes under the Securities Act or under any state securities laws.
Therefore, we may not offer or sell the notes within the United States or to, or for the account
or benefit of, any U.S. person unless the offer or sale would qualify for a registration
exemption from the Securities Act and applicable state securities laws. Accordingly, we are
only offering the notes: (1) to qualified institutional buyers (as defined in Rule 144A under the
Securities Act) and (2) outside the United States in compliance with Regulation S under the
Securities Act. See ``Transfer Restrictions'' for additional information about eligible offerees
and transfer restrictions.
None of the Securities and Exchange Commission, any state securities commission or other
regulatory agency has approved or disapproved the notes or determined if this offering
memorandum is truthful or complete. Any representation to the contrary is unlawful.
An application has been made to list the notes on the Luxembourg Stock Exchange. Notes that
are sold to qualified institutional buyers are expected to be eligible for trading in the PORTAL
market.
Price: 99.853% plus accrued interest, if any, from the issue date.
We expect that delivery of the notes will be made in New York, New York on or about March 22,
2004.
Deutsche Bank Securities
The date of this offering memorandum is November 24, 2004.

This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to
buy, any notes offered by this offering memorandum by any person in any jurisdiction in which
it is unlawful for that person to make an offer or solicitation. Neither the delivery of this offering
memorandum nor any sale made under this offering memorandum will under any circumstances
imply that there has been no change in our affairs or that the information set forth in this
offering memorandum is correct as of any date subsequent to the date of this offering
memorandum.
We have attached hereto our annual report on Form 20-F/A for the year ended
December 31, 2003. Our annual report includes risk factors relating to our business and
operations, our annual audited consolidated financial statements and disclosure concerning our
business and financial condition and results of operations, as well as other matters. We
recommend that you carefully review the entire offering memorandum, including our annual
report on Form 20-F/A, before making an investment decision.
Any statement contained in our Form 20-F/A for the year ended December 31, 2003 shall be
deemed to be modified or superseded for the purposes of this offering memorandum to the
extent that a statement contained herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this offering memorandum.
This offering memorandum does not constitute an offer to any other person or the public in
general to subscribe for or otherwise acquire the notes.
In Luxembourg, this offering memorandum will be distributed free of charge to anyone upon
request.
We have prepared this offering memorandum solely for use in connection with the offer of
the notes and take responsibility for its contents. No other person is responsible for its contents.
We and other sources we believe to be reliable have furnished the information contained in this
offering memorandum. Nothing contained in this offering memorandum is or shall be relied
upon as a promise or representation, whether as to the past or the future; and the opinions and
intentions expressed in this offering memorandum with regard to us are honestly held, have
been reached after considering all relevant circumstances and are based on reasonable
assumptions, and all reasonable inquiries have been made by us to ascertain such facts and to
verify the accuracy of all such information and statements. We accept responsibility accordingly.
The initial purchaser is not making any representation or warranty as to the accuracy or
completeness of the information contained in this offering memorandum. The initial purchaser
assumes no responsibility for the accuracy or completeness of the information contained in this
offering memorandum.
You must comply with all laws and regulations in force in any jurisdiction in connection with
the possession or distribution of this offering memorandum and the purchase, offer or sale of
the notes, and you must obtain any required consent, approval or permission for the purchase,
offer or sale by you of the notes under the laws and regulations applicable to you in force in any
jurisdiction to which you are subject or in which you make purchases, offers or sales, and
neither we nor the initial purchaser have any responsibility for those transactions. See ``Transfer
Restrictions''.
You acknowledge that (1) 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 offering memorandum, (2) you have not relied
on us, the initial purchaser or any person affiliated with us or the initial purchaser in connection
with your investigation of the accuracy of the information or your investment decision, and
i

(3) no person has been authorized to give any information or to make any representation
concerning us or the notes other than as contained in this offering memorandum. If given or
made, that other information or representation should not be relied upon as having been
authorized by us or the initial purchaser.
In making an investment decision, you must rely on your own examination of our business
and the terms of the offering, including the merits and risks involved. These notes have not been
recommended by any federal or state securities commission or regulatory authority.
Furthermore, these authorities have not confirmed the accuracy or determined the adequacy of
this offering memorandum. Any representation to the contrary is unlawful.
The notes may not be transferred or resold except as permitted under the Securities Act of
1933, as amended, and applicable state securities laws. You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time.
See ``Risk Factors'', immediately following the ``Summary'', for a description of specified
factors relating to an investment in the notes. Neither we, the initial purchaser, nor any of our or
its respective representatives is making any representation to you regarding the legality of an
investment by you under appropriate legal investment or similar laws. You should consult with
your own advisors as to legal, tax, business, financial and related aspects of a purchase of the
notes.
NOTICE TO NEW HAMPSHIRE INVESTORS
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 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 CHAPTER 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
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 PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This offering memorandum is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the ``Order'') or
(iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling
within Article 49(2) of the Order (all such persons together being referred to as ``relevant
persons''). The notes are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any
ii

person who is not a relevant person should not act or rely on this document or any of its
contents.
ENFORCEMENT OF CIVIL LIABILITIES
We are a sociedad an´
onima abierta, or an open stock corporation, organized under the laws
of the Republic of Chile, or Chile. Only 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 the assets of these persons and of AES Gener S.A. are located
outside the United States. As a result, 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 y C´ia., our special Chilean counsel, that no treaty exists
between the United States and Chile for the reciprocal enforcement of foreign judgments.
Chilean courts, however, have enforced judgments rendered in the United States by virtue of the
legal principles of reciprocity and comity, subject to the review in Chile of the U.S. judgment in
order to ascertain whether certain basic principles of due process and public policy have been
respected without reviewing the merits of the subject matter of the case. If a U.S. court grants a
final judgment, enforceability of this judgment in Chile will be subject to the obtaining of the
relevant exequatur (i.e., recognition and enforcement of the foreign judgment) according to
Chilean civil procedure law in force at that time, and consequently, subject to the satisfaction of
certain factors. Currently, the most important of these factors are the existence of reciprocity; 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 serviced on the defendant and that the
defendant was afforded a real opportunity to appear before the court and defend its case; and
that enforcement would not violate Chilean public policy. Nevertheless, we have been advised by
Claro y C´ia. 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 CT Corporation System as our authorized agent upon which process
may be served in any action which may be instituted in any United States federal or state court
having subject matter jurisdiction in the Borough of Manhattan, The City of New York, New York,
arising out of or based upon the indenture governing the notes, the notes or the registration
rights agreement governing the exchange offer exchanging the notes for notes registered under
the U.S. federal securities laws. See ``Description of the Notes''.
iii

WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, and in accordance therewith, AES Gener S.A. files reports and
other information with the SEC. Such reports and other documents and information may be
inspected and copied at the public reference room maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
Copies of such material can be obtained from the Public Reference Section of the SEC at
prescribed rates and from the SEC's website located at http://www.sec.gov.
As a foreign private issuer, we are exempt from the rules under the Exchange Act
prescribing the furnishing and content of proxy statements and will not be required to file proxy
statements with the SEC, and our officers, directors and principal shareholders will be exempt
from the reporting and ``short-swing'' profit recovery provisions contained in Section 16 of the
Exchange Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We ``incorporate by reference'' into this offering memorandum certain information we file
with the SEC, which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an important part of this
offering memorandum and information that we subsequently file with the SEC will automatically
update and supersede information in this offering memorandum and in our other filings with the
SEC. We incorporate by reference any of our future reports on Form 6-K filed with or furnished
to the SEC after the date of this offering memorandum and prior to the termination of the
offering of the notes by this offering memorandum that are identified in the filing as being
incorporated into this offering memorandum.
We will promptly provide, without charge to you, upon written or oral request, a copy of any
or all of the documents incorporated by reference in this offering memorandum, other than
exhibits to those documents, unless the exhibits are specifically incorporated by reference in
those documents. Requests should be directed to:
Vanessa Thiers
AES Gener S.A.
Mariano S´
anchez Fontecilla 310, 3rd Floor
Las Condes, Santiago, Chile
Telephone: (56-2) 686-8900
The Luxembourg paying agent will furnish, without charge to you, upon written or oral
request, a copy in their entirety of any or all of the documents incorporated by reference in this
offering memorandum. You should contact the Luxembourg paying agent at Deutsche Bank
Luxembourg S.A., 2 Boulevard Konrad Adenauer, Luxembourg, Postal Code 1115.
SECURITIES AND EXCHANGE COMMISSION REVIEW
In the course of the review by the SEC of the registration statement that we have agreed to
file in connection with an exchange offer for the notes offered hereby, we may be required to
make changes to the description of our business, financial information or other information
included in this offering memorandum. In particular, we understand that the SEC continually
evaluates the application of certain accounting principles generally accepted in the United States,
as well as the method of presentation of non-GAAP financial measures, such as Adjusted
Operating Income, which is included in this offering memorandum. We believe that the financial
information included in this offering memorandum has been prepared in a manner that complies
with the published rules and regulations. However, the SEC's comments on our financial data
may require modifications or reformulation of such presentation and any such modification or
reformulation may be significant.
iv

FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this offering memorandum, including in
our Form 20-F/A, certain matters discussed herein, including without limitation under
``Information on the Company'' and ``Operating and Financial Review and Prospects'', 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 offering memorandum, including our Form 20-F/A, 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 the following:
· our and our equity-method investees' ability to implement capital investment programs,
including the ability to arrange financing where required, and to complete contemplated
refinancings;
· trends affecting our and our equity-method investees' financial condition or results of
operations;
· the nature and extent of future competition in our and our equity-method investees'
principal markets;
· political, economic, regulatory and demographic developments in Chile, Colombia,
Argentina, the Dominican Republic and other countries where we and our equity-method
investees currently do business or may do business in the future; and
· our dividend policy.
Accordingly, 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.
v

PRESENTATION OF INFORMATION
In this offering memorandum, unless the context requires otherwise, the terms ``AES
Gener'', ``we'', ``us'' and ``our'' refer to AES Gener S.A. and its subsidiaries on a consolidated
basis.
Our audited consolidated financial statements and, unless otherwise indicated, the other
financial information presented in this offering memorandum, are presented in Chilean pesos in
conformity with generally accepted accounting principles in Chile, or Chilean GAAP, and the rules
of the Superintendencia de Valores y Seguros, the Chilean Superintendency of Securities and
Insurance, or SVS. Chilean GAAP differs in certain important respects from generally accepted
accounting principles in the United States, or U.S. GAAP. See note 37 to our audited
consolidated financial statements for the years ended December 31, 2002 and 2003 included in
this offering memorandum for a description of the principal differences between Chilean GAAP
and U.S. GAAP as they relate to us. Note 37 to our audited consolidated financial statements for
the years ended December 31, 2001, 2002 and 2003 also contains a reconciliation to U.S. GAAP
of our net income for the years ended December 31, 2001, 2002 and 2003 and our total
shareholders' equity at December 31, 2002 and 2003. Under U.S. GAAP, a definition of the
functional currency is required, which may differ from the reporting currency of a company.
Management has determined the U.S. dollar to be AES Gener's functional currency in
accordance with the Statement of Financial Accounting Standards, or SFAS, No. 52. Therefore,
by applying the procedures specified in SFAS No. 52, we have remeasured the audited
consolidated financial statements as of December 31, 2001 and 2002 into U.S. dollars, in
accordance with U.S. GAAP. Subsequent to the filing of our December 31, 2002 and 2001
financial statements, we determined that an error had been made in accounting for the provision
for current tax expenses for the years 2001 and 2002, which resulted in a higher tax loss
carryforward for those years. This increase in the tax loss carryforward resulted in the
recognition of a higher deferred tax asset of Ch$3,139 million and Ch$2,835 million for the years
2001 and 2002, respectively. The financial data relating to the years ended December 31, 2001,
2002 and 2003 is presented in constant Chilean pesos of December 31, 2003 purchasing power.
Subsequent to the filing of our December 31, 2003 Chilean GAAP financial statements, we
determined that an error had been made in disclosure related to the reduction in value of the
treasury lock agreements as derivative instruments and the reduction in their value for the
period from January 1, 2004 to March 12, 2004.
In addition, AES Gener S.A. determined that the effect of a mark-to-market adjustment for
the treasury lock agreements under U.S. GAAP was omitted from the Chilean GAAP to U.S.
GAAP net income and shareholders' equity reconciliations and the calculation of earnings per
share. The disclosure related to the subsequent reduction in value of the treasury lock
agreements from January 1, 2004 to March 12, 2004 was also omitted.
The functional currency and deferred tax adjustments were reflected as restatements in the
audited consolidated financial statements included herein, as well as all adjustments discussed
above.
Unless otherwise specified, references herein to ``U.S. dollars'', ``dollars'', ``$'' or ``US$'' are
to United States dollars, references to ``peso'' or ``Ch$'' are to Chilean pesos, the legal currency
of Chile, references to ``Col$'' are to Colombian pesos, the legal currency of Colombia,
references to ``Arg$'' are to Argentine pesos, the legal currency of Argentina, references to
``RD$'' are to Dominican Republic pesos, the legal currency of the Dominican Republic, and
references to ``UF'' are to Unidad de Fomento. The Unidad de Fomento 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 Chilean consumer price index. As of December 31, 2003, one
UF was equivalent to Ch$16,920.
vi

For your convenience, we have translated certain peso amounts into U.S. dollars. Unless
otherwise indicated, information regarding the U.S. dollar equivalents of amounts in pesos is
based on the daily observed exchange rate reported by the Chilean Central Bank for
December 31, 2003 (the rate we used for December 31, 2003 financial reporting purposes),
which was Ch$593.8 = US$1.00. The Federal Reserve Bank of New York does not report a noon
buying rate for Chilean pesos. The exchange rate between the Colombian peso and the U.S.
dollar used by us for December 31, 2003 financial reporting purposes was Col$2,778.21 =
US$1.00. The exchange rate between the Argentine peso and the U.S. dollar used by us for
December 31, 2003 financial reporting purposes was Arg$2.935 = US$1.00. The exchange rate
between the Dominican Republic peso and the U.S. dollar used by us for December 31, 2003
financial reporting purposes was RD$35.0 = US$1.00. No representation is made that the peso,
U.S. dollar or other currency amounts shown in this offering memorandum, or in our annual
report on Form 20-F/A, could have been or could be converted into U.S. dollars or pesos at such
rate or at any other rate.
For the purposes of Chilean GAAP, we consolidate the results of operations of a company
defined as a filial, or subsidiary, in accordance with Ley Sobre Sociedades An´
onimas, Ley
No. 18,046, or the Chilean Corporations Law. In order to consolidate the results of operations of
a company, we must satisfy, in general, one of two criteria. We must either:
· control, directly or indirectly, more than a 50.0% voting interest in such company; or
· nominate or have the power to nominate a majority of the board of directors of such
company if we control 50.0% or less of the voting interest in such company.
Our most significant consolidated subsidiaries include:
· Norgener S.A., or Norgener, which is 100.0% owned by us and operates a 277 MW
coal-fired plant in northern Chile;
· Energ´ia Verde S.A., or Energ´ia Verde, which is 100.0% owned by us and operates two
cogeneration plants and a gas peaking turbine with a total nominal capacity of 42.4 MW,
as well as two steam generation plants in south-central Chile;
· Sociedad El´
ectrica Santiago S.A., or El´
ectrica Santiago, which is 90.0% owned by us and
operates a 379 MW combined-cycle plant in Santiago, Chile;
· TermoAndes S.A., or TermoAndes, which is 100.0% owned by us and operates a 642.8
MW combined-cycle plant in Salta, Argentina;
· InterAndes S.A., or InterAndes, which is 100.0% owned by us and operates a 345 kV
transmission line from the TermoAndes plant in Argentina to the Chilean border; and
· Chivor S.A. E.S.P., or Chivor, which is 99.9% owned by us and operates a 1,000 MW
hydroelectric plant in Colombia.
In accordance with the segment definitions found in note 37 to our audited consolidated
financial statements included in this offering memorandum, the term ``our Chilean Operations''
refers to the operations of AES Gener, Norgener, Energ´ia Verde and El´
ectrica Santiago and ``our
Argentinean Operations'' refers to TermoAndes and InterAndes. In this offering memorandum
``our Colombian Operations'' refers solely to Chivor.
As used in this offering memorandum and in our annual report on Form 20-F/A, the term
``equity-method investee'' refers to an entity in which we have an ownership interest between
10% and 50%, in accordance with Chilean GAAP, and, accordingly, whose results of operations
are not consolidated in our results of operations. Our most significant equity-method investees
are:
· Empresa El´
ectrica Guacolda S.A., or Guacolda, which is 50.0% owned by us and operates
a 304 MW generation facility in Chile;
vii

· Empresa Generadora de Electricidad Itabo S.A., or Itabo, which is 25.0% owned by us and
operates a 586.5 MW generation facility in the Dominican Republic;
· Gasoducto GasAndes Argentina S.A., or GasAndes Argentina, an Argentine company that
is 13.0% owned by us and transports natural gas through a pipeline from the Province of
Mendoza in Argentina to the Chilean border; and
· Gasoducto GasAndes S.A., or GasAndes Chile, a Chilean company that is 13.0% owned
by us and transports natural gas through a pipeline from the Argentine border to the
Santiago Metropolitan Region.
Unless otherwise indicated, information with respect to our electrical capacity includes the
total capacity of AES Gener S.A., together with the total capacity of each of our consolidated
subsidiaries.
CALCULATION OF ECONOMIC INTEREST
Except in our audited consolidated financial statements, and unless otherwise specified,
references to our percentage interest in a subsidiary or equity-method investee refer to our level
of economic interest in that subsidiary or equity-method investee. Our economic interest in a
subsidiary or equity-method investee is calculated by multiplying our percentage ownership
interest in a directly held subsidiary or equity-method investee by the percentage ownership
interest of any entity in the chain of ownership of such ultimate subsidiary or equity-method
investee. For example, if we own 60% of a directly held subsidiary that owns 40% of an equity-
method investee, our economic ownership interest in that equity-method investee would be
24%.
TECHNICAL TERMS
In this offering memorandum, references to ``GW'' and ``GWh'' are to gigawatts and gigawatt
hours, respectively, references to ``MW'' and ``MWh'' are to megawatts and megawatt hours,
respectively, references to ``kW'' and ``kWh'' are to kilowatts and kilowatt-hours, respectively, and
references to ``kV'' are to kilovolts. Unless otherwise indicated, statistics provided throughout
this offering memorandum with respect to electricity generation facilities are expressed in MW,
in the case of the nominal capacity of such facilities, and in GWh, in the case of the aggregate
electricity production of such facilities. One GW=1,000 MW, and one MW = 1,000 kW. Statistics
relating to aggregate annual electricity production are expressed in GWh and are based on a
year of 8,760 hours. ``Nominal capacity'' means the total amount of nominal capacity in any
company or system.
STATISTICAL INFORMATION
Statistical information contained in this offering memorandum, including information
contained in our Form 20-F/A, regarding the economies of, and electricity industries in, Chile,
Colombia, Argentina and the Dominican Republic, and regarding the competitors of AES Gener
S.A. and its subsidiaries and equity-method investees in those industries, is based on material
obtained from public sources, including publications and materials from participants in those
industries and from government entities, such as CDEC-SIC, CDEC-SING, the Chilean Central
Bank and CAMMESA, among others. We believe such information is accurate, but we have not
independently verified it.
NOTICES
All notices to holders will, so long the notes are listed on the Luxembourg Stock Exchange
and the rules of such exchange so require, be published in a daily newspaper with general
circulation in Luxembourg (which is expected to be the Luxemburger Wort).
viii

SUMMARY
This summary highlights information contained elsewhere in this offering memorandum. It
does not contain all the information that you may consider important in making your investment
decision. Therefore, you should read the entire offering memorandum carefully, including in
particular the ``Risk Factors'' section and the consolidated financial statements and the related
notes appearing elsewhere in this offering memorandum.
THE COMPANY
General
We are the largest thermal generator and the second largest electricity generation company
in Chile based on our operating revenue and generating capacity. As of December 31, 2003, we
and our 50% owned equity-method investee, Guacolda, accounted for approximately 22.4% of
the total generating capacity in the Sistema Interconectado Central, or SIC, which serves central
Chile from Rada Paposo in the north (Second Region) to Isla Grande de Chilo´
e in the south
(Tenth Region). More than 90% of the country's population lives in this region, which includes
the densely populated Santiago Metropolitan Region. As of December 31, 2003, through our
subsidiaries Norgener and TermoAndes, we accounted for approximately 25.3% of the total
generating capacity in the Sistema Interconectado del Norte Grande, or SING. The SING is the
interconnected system that serves the northern part of Chile from Tarapac´
a (First Region) to
Antofagasta (Second Region). Mining industry consumption prevails over residential
consumption in the SING, and thermoelectric facilities accounted for 99.6% of the region's
nominal generation capacity in 2003. During 2003, we are also engaged, directly or through
subsidiaries and equity-method investees, in (1) electricity generation in Colombia, Argentina and
the Dominican Republic, (2) coal mining in Colombia and (3) natural gas transportation in Chile
and Argentina.
We have hydroelectric, combined-cycle, coal, peaking diesel and biomass facilities, and
accordingly our plants in the SIC are well distributed across the dispatch curve. This distribution
allows us to operate our facilities competitively in a variety of hydrological and pricing
conditions, and to effectively manage our contractual obligations.
As of December 31, 2003, our consolidated total assets were Ch$1,657,046 million
(approximately US$2,791 million). In 2003, we reported consolidated operating income of
Ch$109,953 million (approximately US$185.2 million) and consolidated net income of
Ch$53,678 million (approximately US$90.4 million).
Business Overview
Generation
Chile.
As of December 31, 2003, we and our equity-method investee, Guacolda, had 1,804
MW of nominal capacity in Chile, which consisted of:
· 1,533 MW of primarily thermoelectric capacity, comprised of 974 MW of coal-fired
capacity, 379 MW of combined-cycle capacity, 36 MW of forestry waste cogeneration
capacity (18.8 MW of which produces steam and not electricity) and 144 MW of gas/oil
turbine-fired capacity; and
· 271 MW of run-of-the-river hydroelectric capacity.
Demand for electrical energy in Chile's two major power grids, based on gross generation,
grew in 2003 by 5.4% in the SIC and 9.8% in the SING. Sales of electrical energy grew in 2003
by 5.8% in the SIC and 10.5% in the SING. In comparison, Chile's gross domestic product
increased by an estimated 3.2% in real terms in 2003. Our management believes that energy
demand in Chile will continue to grow for the foreseeable future at an annual rate that exceeds
the annual rate of growth in Chile's gross domestic product, which is also in accordance with the
Chilean National Energy Commission forecast.
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