Obligation Chile 1.625% ( XS1151586945 ) en EUR

Chile

98.13 % ▲

Chili

XS1151586945 ( en EUR )

1.625% par an ( paiement annuel )

30/01/2025

Prospectus brochure de l'obligation Chile XS1151586945 en EUR 1.625%, échéance 30/01/2025

100 000 EUR

1 740 000 000 EUR

30/01/2025 ( Dans 257 jours )

L'Obligation émise par Chile ( Chili ) , en EUR, avec le code ISIN XS1151586945, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/01/2025

Prospectus Supplement
To Prospectus Dated December 2, 2014

Republic of Chile
800,000,000 1.625% Notes due 2025
The 1.625% notes due 2025 (which we refer to as the "notes") will mature on January 30, 2025 and will bear interest
at a rate of 1.625% per year. Interest on the notes is payable on January 30 of each year, commencing January 30, 2016. The
notes are not redeemable prior to maturity.
The notes will be issued under an indenture and constitute a separate series of debt securities under the indenture. The
indenture contains provisions regarding future modifications to the terms of the notes that differ from those applicable to
Chile's outstanding public external indebtedness issued prior to December 2, 2014. Under these provisions, which are
described beginning on page 125 of the accompanying prospectus dated December 2, 2014, Chile may amend the payment
provisions of any series of debt securities (including the notes) and other reserve matters listed in the indenture with the
consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount
of the outstanding debt securities of such series; (2) with respect to two or more series of debt securities, if certain "uniformly
applicable" requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all
series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of debt securities,
more than 662/3% 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 outstanding debt securities of
each series affected by the proposed modification, taken individually.
The notes will constitute direct, general, unconditional and unsubordinated external indebtedness of Chile for which
the full faith and credit of Chile is pledged. The notes rank and will rank without any preference among themselves and equally
with all other unsubordinated external indebtedness of Chile. It is understood that this provision will not be construed so as to
require Chile to make payments under the notes ratably with payments being made under any other external indebtedness.
Application has been made to list the notes on the official list of the Luxembourg Stock Exchange and to admit the
notes for trading on the Euro MTF market.
The underwriters expect to deliver the notes to purchasers on or about December 12, 2014.
Neither the Securities and Exchange Commission nor any state securities commission or regulatory body has
approved or disapproved of these securities or determined that this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus supplement, together with the accompanying prospectus dated December 2, 2014, shall constitute a
prospectus for the purpose of the Luxembourg law dated July 10, 2005 (as amended) on prospectuses for securities.
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
WHICH HAS IMPLEMENTED DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO INCLUDING DIRECTIVE
2010/73/EU (THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED
IN THE PROSPECTUS DIRECTIVE).
Public Offering
Underwriting
Proceeds to Chile

Price(1)
Discount
(before expenses)
Per note .................................................................................................
98.892%
0.075%
98.817%(1)
Total for the notes .................................................................................
791,136,000 600,000 790,536,000
(1)
Plus accrued interest, if any, from December 12, 2014.
Joint lead managers and bookrunners
Citigroup HSBC Santander
December 12, 2014

We are responsible for the information contained in this prospectus supplement and the accompanying
prospectus and in any related free-writing prospectus we prepare or authorize. We have not authorized anyone to
give you any other information, and we take no responsibility for any other information that others may give you.
TABLE OF CONTENTS

Page
Prospectus Supplement
About this Prospectus Supplement ................................................................................................................................... S-3
Notice to Investors in the European Economic Area ........................................................................................................ S-3
Notice to Investors in the United Kingdom ...................................................................................................................... S-4
Certain Defined Terms and Conventions .......................................................................................................................... S-4
Summary of the Offering .................................................................................................................................................. S-5
Use of Proceeds ................................................................................................................................................................ S-7
Description of the Notes ................................................................................................................................................... S-8
New Provisions Applicable to the Notes .......................................................................................................................... S-11
Taxation ............................................................................................................................................................................ S-14
Underwriting ..................................................................................................................................................................... S-18
Validity of the Notes ......................................................................................................................................................... S-21
General Information .......................................................................................................................................................... S-22
Prospectus
About this Prospectus ....................................................................................................................................................... 1
Certain Defined Terms and Conventions .......................................................................................................................... 2
Forward-Looking Statements ........................................................................................................................................... 4
Data Dissemination ........................................................................................................................................................... 4
Use of Proceeds ................................................................................................................................................................ 4
Summary ........................................................................................................................................................................... 5
Republic of Chile .............................................................................................................................................................. 7
The Economy .................................................................................................................................................................... 18
Balance of Payments and Foreign Trade .......................................................................................................................... 54
Monetary and Financial System ....................................................................................................................................... 63
Public Sector Finances ...................................................................................................................................................... 87
Public Sector Debt ............................................................................................................................................................ 111
Description of the Securities ............................................................................................................................................. 120
Taxation ............................................................................................................................................................................ 135
Plan of Distribution ........................................................................................................................................................... 139
Official Statements ........................................................................................................................................................... 141
Validity of the Securities .................................................................................................................................................. 141
Authorized Representative ................................................................................................................................................ 141
General Information .......................................................................................................................................................... 142
Tables and Supplemental Information .............................................................................................................................. 143
S-2

ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement supplements the accompanying prospectus dated December 2, 2014, relating to Chile's
debt securities and warrants. If the information in this prospectus supplement differs from the information contained in the
accompanying prospectus, you should rely on the updated information in this prospectus supplement.
You should read this prospectus supplement along with the accompanying prospectus. Both documents contain
information you should consider when making your investment decision. You should rely only on the information provided
in this prospectus supplement and the accompanying prospectus. Chile has not authorized anyone else to provide you with
different information. Chile and the underwriters are offering to sell the notes and seeking offers to buy the notes only in
jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the accompanying
prospectus is current only as of their respective dates.
Chile is furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective
investors in connection with their consideration of a purchase of the notes. Chile confirms that:
·
the information contained in this prospectus supplement and the accompanying prospectus is true and correct in
all material respects and is not misleading as of its date;
·
it has not omitted facts, the omission of which makes this prospectus supplement and the accompanying
prospectus as a whole misleading; and
·
it accepts responsibility for the information it has provided in this prospectus supplement and the accompanying
prospectus.
In connection with the offering of the notes, HSBC Bank plc, or any person acting for it, may over-allot the notes or
effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise
prevail. However, there is no assurance that HSBC Bank plc, or any person acting for it, will undertake any stabilization
action. Any stabilization action may begin at any time after the adequate public disclosure of the final terms of the offer of
the notes and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the closing date
and 60 days after the date of the allotment of the notes. Any stabilization action or over-allotment must be conducted by the
HSBC Bank plc, or any person acting for it, in accordance with all applicable laws and regulations.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes.
Accordingly any person making or intending to make an offer in that Relevant Member State of notes which are the subject
of the offering contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for
Chile or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither Chile nor the
underwriters have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation
arises for Chile or the underwriters to publish or supplement a prospectus for such offer. The expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State
and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
S-3

NOTICE TO INVESTORS IN THE UNITED KINGDOM
This prospectus supplement is for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom,
or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This
prospectus supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this prospectus supplement relates is available only to
relevant persons and will be engaged in only with relevant persons.
CERTAIN DEFINED TERMS AND CONVENTIONS
Defined Terms
Terms used but not defined in this prospectus supplement have the meanings ascribed to them in the accompanying
prospectus dated December 2, 2014.
Currency of Presentation
Unless otherwise stated, Chile has converted historical amounts translated into U.S. dollars ("U.S. dollars," "dollars"
or "US$") or pesos ("pesos," "Chilean pesos" or "Ps.") at historical annual average exchange rates. Translations of pesos to
dollars have been made for the convenience of the reader only and should not be construed as a representation that the
amounts in question have been, could have been or could be converted into dollars at any particular rate or at all.

S-4

SUMMARY OF THE OFFERING
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying
prospectus. It is not complete and may not contain all the information that you should consider before investing in the notes.
You should read this prospectus supplement and prospectus carefully.
Issuer .................................................. The Republic of Chile.

Aggregate Principal Amount ............. 800,000,000.

Issue Price .......................................... 98.892% plus accrued interest, if any, from December 12, 2014.

Maturity Date ..................................... January 30, 2025.

Form of Securities .............................. Chile will issue the notes in the form of one or more registered global securities
without coupons.

Denominations ................................... Chile will issue the notes in denominations of 100,000 and integral multiples of
1,000 in excess thereof.

Interest ............................................... Chile will pay interest annually, on January 30 of each year, commencing on
January 30, 2016. The notes will bear interest from December 12, 2014 at the rate of
1.625% per year.

Redemption ........................................ Chile may not redeem the notes before their maturity date. At the maturity date, Chile
will redeem the notes at par.

Status ................................................. The notes will constitute direct, general, unconditional and unsubordinated external
indebtedness of Chile for which the full faith and credit of Chile is pledged. The notes
rank and will rank without any preference among themselves and equally with all
other unsubordinated external indebtedness of Chile. It is understood that this
provision will not be construed so as to require Chile to make payments under the
notes ratably with payments being made under any other external indebtedness.

Concurrent Offering ........................... On the date of this prospectus supplement, Chile is also offering US$1,060,131,000
aggregate principal amount of its U.S. dollar denominated 3.125% Notes due 2025
(the "dollar notes") in an offering registered with the Securities and Exchange
Commission ("SEC"). Application has been made to list the dollar notes on the
official list of the Luxembourg Stock Exchange and to admit the dollar notes for
trading on the Euro MTF market.

Withholding Tax and Additional
Chile will make all payments on the notes without withholding or deducting any taxes
Amounts ......................................... imposed by Chile or any political subdivision thereof or taxing authority therein,
subject to certain specified exceptions. For more information, see "Description of the
Securities--Debt Securities--Additional Amounts" in the accompanying prospectus.
S-5

Taxation ............................................. For a general summary of United States federal income tax consequences resulting
from the purchase, ownership and disposition of a note, holders should refer to the
discussion set forth under the heading "Taxation--United States Federal Taxation" in
the accompanying prospectus.

Further Issues ..................................... Chile may from time to time, without the consent of the holders, increase the size of
the issue of the notes, or issue additional debt securities having the same terms and
conditions as the notes in all respects, except for the issue date, issue price and first
payment on those additional notes or debt securities; provided, however, that any
additional debt securities subsequently issued that are not fungible with the previously
outstanding notes for U.S. federal income tax purposes shall have a separate CUSIP,
ISIN or other identifying number from the previously outstanding notes. Additional
debt securities issued in this manner will be consolidated with and will form a single
series with the previously outstanding notes.

Listing ................................................ Application has been made to list the notes on the official list of the Luxembourg
Stock Exchange and to admit the notes for trading on the Euro MTF market.

Listing Agent ..................................... The Bank of New York Mellon (Luxembourg) S.A.

Governing Law .................................. New York.

Additional Provisions ........................ The notes will contain provisions regarding future modifications to their terms that
differ from those applicable to Chile's outstanding public external indebtedness
issued prior to December 2, 2014. Those provisions are described beginning on
page 125 of the accompanying prospectus dated December 2, 2014.

Trustee ............................................... The Bank of New York Mellon.

Paying Agent and Transfer Agent in
Luxembourg ................................... The Bank of New York Mellon (Luxembourg) S.A.

S-6

USE OF PROCEEDS
Chile intends to use the net proceeds from the sale of notes offered by this prospectus supplement for general
purposes of the government. Chile estimates that the net proceeds (after deduction of estimated expenses of US$189,875, a
portion of which will be reimbursed by affiliates of the underwriters) from the sale of the notes will be 790,382,018.
S-7

DESCRIPTION OF THE NOTES
Chile will issue the notes under an indenture to be entered into prior to the issuance of the notes between Chile and
The Bank of New York Mellon, as trustee. The indenture, as it may be amended from time to time, is referred to herein as the
"indenture." The information contained in this section summarizes the principal terms of the notes. The prospectus to which
this prospectus supplement is attached contains a summary of the indenture and other general terms of the notes. You should
review the information contained herein and in the accompanying prospectus. You should also read the indenture and the
form of the notes before making your investment decision. Chile has filed a form of the indenture with the SEC. Copies of the
indenture will also be made available at the offices of the trustee.
On the date of this prospectus supplement, Chile is also offering the dollar notes. The dollar notes will also be
issued under the indenture and contain terms similar to those of these notes. See "Summary of the Offering--Concurrent
Offering."
General Terms of the Notes
The notes will:
·
be issued on or about December 12, 2014 in an aggregate principal amount of 800,000,000;
·
mature on January 30, 2025;
·
be issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof;
·
bear interest at a rate of 1.625% per year, commencing on December 12, 2014 and ending on the maturity date.
Interest on the notes will be payable annually on January 30 of each year, commencing on January 30, 2016.
Interest on the notes in respect of any period of less than one year will be calculated on the basis of a 365 (or
366) day year;
·
pay interest to persons in whose names the notes are registered at the close of business on January 15, preceding
the payment date;
·
constitute direct, general, unconditional and unsubordinated external indebtedness of Chile for which the full
faith and credit of Chile is pledged;
·
rank without any preference among themselves and equally with all other unsubordinated external indebtedness
of Chile (it being understood that this provision will not be construed so as to require Chile to make payments
under the notes ratably with payments being made under any other external indebtedness);
·
be represented by one or more global securities in book-entry, registered form only;
·
be registered in the name of the common depositary of Euroclear Bank S.A./N.V., as operator of the Euroclear
System, or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, Luxembourg;
·
not be redeemable before maturity; and
·
contain "collective action clauses" under which Chile may amend certain key terms of the notes, including the
maturity date, interest rate and other terms, with the consent of less than all of the holders of the notes.
Payments of Principal and Interest
For purposes of all payments of interest, principal or other amounts contemplated herein, "business day" means any
day that is a day on which the Trans-European Automated Real-time Settlement Express Transfer (TARGET) System (or any
successor thereto) is open for business and a day on which commercial banks are open for dealings in Euro deposits in the
London interbank market.
If any date for an interest or principal payment on a note is not a business day, Chile will make the payment on the
next business day. No interest on the notes will accrue as a result of any such delay in payment.
S-8

If any money that Chile pays to the trustee or to any paying agent to make payments on any notes is not claimed at
the end of two years after the applicable payment was due and payable, then the money will be repaid to Chile upon Chile's
written request. After any such repayment, neither the trustee nor any paying agent will be liable for that payment to the
relevant holders. Chile will hold the unclaimed money in trust for the relevant holders until five years from the date on which
the payment first became due.
Paying Agents; Transfer Agents; Registrar
Until the notes are paid, Chile will maintain a principal paying agent in London, England and a registrar in New
York City for the notes. Chile has initially designated the corporate trust office of the trustee as the place where the register
will be maintained. In addition, Chile will maintain a paying agent and a transfer agent in Luxembourg where the notes can
be presented for transfer or exchange for so long as any such series is listed on the official list of the Luxembourg Stock
Exchange. Chile has initially appointed The Bank of New York Mellon (Luxembourg) S.A., located at Vertigo
Building-Polaris, 2-4 rue Eugéne, Ruppert, L-2453, Luxembourg, to serve as its Luxembourg paying agent and transfer
agent. You can contact the paying agents and transfer agent at the addresses listed on the inside back cover of this prospectus
supplement.
Further Issues
Chile may from time to time, without the consent of the holders, increase the size of the issue of the notes, or issue
additional debt securities having the same terms and conditions as the notes in all respects, except for the issue date, issue
price and first payment on those additional notes or debt securities; provided, however, that any additional debt securities
subsequently issued that are not fungible with the previously outstanding notes for U.S. federal income tax purposes shall
have a separate CUSIP, ISIN or other identifying number from the previously outstanding notes. Additional debt securities
issued in this manner will be consolidated with and will form a single series with the previously outstanding notes.
Notices
So long as the notes are listed on the Luxembourg Stock Exchange and the rules of the exchange require, Chile will
publish notices in a leading newspaper with general circulation in Luxembourg, expected to be the Luxembourger Wort, or on
the website of the Luxembourg Stock Exchange (www.bourse.lu). If publication in a leading newspaper in Luxembourg or on
the website of the Luxembourg Stock Exchange (www.bourse.lu) is not practicable, Chile will give notices in another way
consistent with the rules of the Luxembourg Stock Exchange. Any notice so published will be considered given on the date of
its first publication.
In addition to the above, Chile will mail notices to holders at their registered addresses. So long as the notes are
represented by a global security deposited with a custodian for the common depositary for Clearstream and Euroclear,
Luxembourg, notices to be given to holders will be given to Clearstream and Euroclear, Luxembourg in accordance with their
applicable policies as in effect from time to time. If we issue notes in certificated form, notices to be given to holders will be
sent by mail to the respective addresses of the holders as they appear in the trustee's records, and will be deemed given when
mailed.
Global Notes
Payments of principal, interest and additional amounts, if any, in respect of the notes will be made in Euro to the
common depositary of Euroclear and Clearstream, Luxembourg, or its nominee.
Euroclear and Clearstream, Luxembourg are under no obligation to perform or continue to perform the procedures
described below, and they may modify or discontinue them at any time. Neither Chile nor the trustee will be responsible for
Euroclear's or Clearstream, Luxembourg's performance of their obligations
S-9

under their rules and procedures. Additionally, neither Chile nor the trustee will be responsible for the performance by direct
or indirect participants of their obligations under their rules and procedures.
Chile may issue the notes in the form of one or more notes, the ownership and transfer of which are recorded in
computerized book-entry accounts, eliminating the need for physical movement of notes. Chile refers to the intangible
securities represented by a global security as "book-entry" securities.
When Chile issues book-entry securities, it will deposit the applicable global security with a clearing system. The
global note will be either registered in the name of the clearing system or its nominee or common depositary. Unless a global
note is exchanged for certificated securities, as discussed under "Description of the Securities--Certificated Securities" in the
accompanying prospectus, it may not be transferred, except among the clearing system, its nominees or common depositaries
and their successors. Clearing systems include Euroclear and Clearstream, Luxembourg.
Clearing systems process the clearance and settlement of book-entry securities for their direct participants. A "direct
participant" is a bank or financial institution that has an account with a clearing system. The clearing systems act only on
behalf of their direct participants, who in turn act on behalf of indirect participants. An "indirect participant" is a bank or
financial institution that gains access to a clearing system by clearing through or maintaining a relationship with a direct
participant. Euroclear and Clearstream, Luxembourg are connected to each other by a direct link. These arrangements permit
you to hold the notes through participants in any of these systems, subject to applicable securities laws.
Ownership of Book-Entry Securities
If you wish to purchase the notes in global form, you must either be a direct participant or make your purchase
through a direct or indirect participant. Investors who purchase global notes will hold them in an account at the bank or
financial institution acting as their direct or indirect participant. Holding securities in this way is called holding in "street
name."
When you hold notes in street name, you must rely on the procedures of the institutions through which you hold
your notes to exercise any of the rights granted to holders. This is because the legal obligations of Chile and the trustee run
only to the registered owner of the global note, which will be the clearing system or its nominee or common depositary. For
example, once Chile and the trustee make a payment to the registered holder of a global note, they will no longer be liable for
the payment, even if you do not receive it. In practice, the clearing systems will pass along any payments or notices they
receive from Chile to their participants, which will pass along the payments to you. In addition, if you desire to take any
action which a holder of a global note is entitled to take, then the clearing system would authorize the participant through
which you hold your book-entry note to take such action, and the participant would then either authorize you to take the
action or would act for you on your instructions. The transactions between you, the participants and the clearing systems will
be governed by customer agreements, customary practices and applicable laws and regulations, and not by any legal
obligation of Chile or the trustee.
As an owner of book-entry securities represented by a global note, you will also be subject to the following
restrictions:
·
you will not be entitled to (a) receive physical delivery of the notes in certificated form or (b) have any of the
notes registered in your name, except under the circumstances described under "Description of the
Securities--Certificated Securities" in the accompanying prospectus;
·
you may not be able to transfer or sell your notes to some insurance companies and other institutions that are
required by law to own their notes in certificated form; and
·
you may not be able to pledge your notes in circumstances where certificates must be physically delivered to the
creditor or the beneficiary of the pledge in order for the pledge to be effective.
S-10