http://www.oblible.com OFFERING CIRCULAR The Republic of Costa Rica LEI: 549300S1EK2VN6XVJP58 U.S.$1,200,000,000 6.125% Notes due 2031 U.S.$300,000,000 7.158% Notes due 2045 The Republic of Costa Rica (the "Republic" or "Costa Rica") is offering U.S.$1,200,000,000 aggregate principal amount of 6.125% Notes due 2031 (the "2031 Notes") and U.S.$300,000,000 aggregate principal amount of 7.158% Notes due 2045 (the "2045 Notes" and, collectively with the 2031 Notes, the "Notes"). The 2045 Notes will be consolidated, form a single series, and be fully fungible, with the Republic's outstanding U.S.$1,000,000,000 7.158% Global Notes due 2045 issued on March 12, 2015 (the "Original 2045 Notes"). After giving effect to this offering, the total amount outstanding of the Republic's 7.158% Notes due 2045 will be U.S.$1,300,000,000. Interest on the 2031 Notes will be payable semi-annually in arrears on February 19 and August 19 of each year, commencing on February 19, 2020. The 2031 Notes will mature on February 19, 2031 (the "2031 Maturity Date"). Principal on the 2031 Notes will be paid in three installments on February 19, 2029, February 19, 2030 and on the 2031 Notes Maturity Date. Interest on the 2045 Notes will be payable semi- annually in arrears on March 12 and September 12 of each year, commencing on March 12, 2020. The 2045 Notes will mature and principal thereon will be repaid in a single installment at par on March 12, 2045. The Republic may, at its option, redeem the Notes, in whole or in part, before maturity, on no less than 30 nor more than 60 days' notice on the terms described under "Terms and Conditions of the Notes – Optional Redemption." The Notes will constitute general, direct, unsecured and unconditional Public External Indebtedness of the Republic. The Notes rank and will rank without any preference among themselves and equally with all other unsecured and unsubordinated Public External Indebtedness (as defined under "Terms and Conditions of the Notes—Definitions") of the Republic. It is understood that this provision shall not be construed so as to require the Republic to make payments under the Notes ratably with payments being made under any other Public External Indebtedness. The Republic has pledged its full faith and credit for the due and punctual payment of all amounts due in respect of the Notes. The Notes will contain "collective action clauses". Under these provisions, which differ from the terms of the Republic's Public External Indebtedness issued prior to March 12, 2015, the Republic may amend the payment provisions of the Notes and other reserved matters listed in the indenture dated March 12, 2015 (the "Indenture") with the consent of the holders of: (1) with respect to a single series of notes, more than 75% of the aggregate principal amount of the outstanding notes of such series; (2) with respect to two or more series of notes issued under the Indenture, if certain "uniformly applicable" requirements are met, more than 75% of the aggregate principal amount of the outstanding notes of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of notes issued under the Indenture, more 2 than 66 /3% of the aggregate principal amount of the outstanding notes of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the notes of each series affected by the proposed modification, taken individually. Except as described herein, payments on the Notes will be made without deduction for or on account of withholding taxes imposed by the Republic to the extent set forth under "Terms and Conditions of the Notes—Additional Amounts." Application will be made to list the 2031 Notes on the Official List of the Luxembourg Stock Exchange and to have the 2031 Notes admitted to trading on the Euro MTF Market. The Original 2045 Notes are listed on the Official List of the Luxembourg Stock Exchange and are admitted to trading on the Euro MTF Market. This Offering Circular constitutes a prospectus for the purpose of the Luxembourg Law dated July 16, 2019 on prospectuses for securities, as amended. See "Risk Factors" beginning on page 18 regarding certain risk factors you should consider before investing in the Notes. Issue Price for the 2031 Notes: 99.077% plus accrued interest, if any, from November 19, 2019 Issue Price for the 2045 Notes: 98.925% plus accrued interest from September 12, 2019 The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes may not be offered or sold within the United States or to U.S. persons except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act. Delivery of the Notes will be made on or about November 19, 2019 only in book-entry form through the facilities of The Depository Trust Company ("DTC") and its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), against payment in New York, New York. Joint Book-Running Managers Citigroup HSBC The date of this Offering Circular is November 12, 2019. http://www.oblible.com Costa Rica IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE REPUBLIC AND THE TERMS AND CONDITIONS OF THE OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. The Republic is responsible only for the information contained in this document or to which it has referred you. The Republic has not, and the Initial Purchasers have not, authorized anyone to provide you with information that is different from the information contained in this document. The Republic is offering to sell the Notes only in jurisdictions where offers and sales are permitted. The offer and sale of the Notes in certain jurisdictions is subject to restrictions described herein under "Plan of Distribution." The information contained in this document, or to which the Republic has referred you, is accurate only as of the date of such documents, regardless of the time of delivery of such documents or any sales of Notes. This Offering Circular may only be used for the purposes for which it has been published. ________________ TABLE OF CONTENTS Page NOTICE TO INVESTORS ............................................................................................................................................ i DEFINED TERMS AND CONVENTIONS ................................................................................................................ iv FORWARD-LOOKING STATEMENTS ..................................................................................................................... v ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................................ v SUMMARY .................................................................................................................................................................. 1 SELECTED ECONOMIC INDICATORS .................................................................................................................. 13 THE OFFERING ......................................................................................................................................................... 14 RISK FACTORS ......................................................................................................................................................... 18 USE OF PROCEEDS .................................................................................................................................................. 27 REPUBLIC OF COSTA RICA ................................................................................................................................... 28 THE COSTA RICAN ECONOMY ............................................................................................................................. 41 BALANCE OF PAYMENTS AND FOREIGN TRADE ............................................................................................ 68 MONETARY SYSTEM .............................................................................................................................................. 77 PUBLIC SECTOR FINANCES ................................................................................................................................ 103 PUBLIC SECTOR DEBT ......................................................................................................................................... 116 TERMS AND CONDITIONS OF THE NOTES ...................................................................................................... 128 PLAN OF DISTRIBUTION ...................................................................................................................................... 142 BOOK-ENTRY SETTLEMENT AND CLEARANCE ............................................................................................ 149 TRANSFER RESTRICTIONS .................................................................................................................................