Obligation Filipinas 1.648% ( US718286CK14 ) en USD

Filipinas

87.85 % ▲

Philippines

US718286CK14 ( en USD )

1.648% par an ( paiement semestriel )

09/06/2031

Prospectus brochure de l'obligation Philippines US718286CK14 en USD 1.648%, échéance 09/06/2031

718286CK1

10/06/2026 ( Dans 102 jours )

Les Philippines sont un archipel de plus de 7 000 îles situées en Asie du Sud-Est, connues pour leur biodiversité, leur culture riche et leur histoire coloniale complexe.

L'Obligation émise par Filipinas ( Philippines ) , en USD, avec le code ISIN US718286CK14, paye un coupon de 1.648% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/06/2031

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 20, 2020
Republic of the Philippines
US$1,250,000,000 1.648% Global Bonds due 2031
US$1,500,000,000 2.650% Global Bonds due 2045
The Republic of the Philippines (the "Republic") is offering US$1,250,000,000 in aggregate principal amount of its 1.648% bonds due 2031 (the "2031 global bonds")
and US$1,500,000,000 in aggregate principal amount of its 2.650% bonds due 2045 (the "2045 global bonds"). We refer to the 2031 global bonds and the 2045 global
bonds collectively as the "global bonds". The Republic will pay interest (i) on the 2031 global bonds on June 10 and December 10 of each year, commencing on
June 10, 2021, and (ii) on the 2045 global bonds on June 10 and December 10 of each year, commencing on June 10, 2021. The Republic may not redeem the global
bonds prior to their maturity. The 2031 global bonds and the 2045 global bonds will mature at par on June 10, 2031 and December 10, 2045, respectively. The offering
of the global bonds of each series, each pursuant to this prospectus supplement, are not conditioned upon one another.
The global bonds will be the direct, unconditional, unsecured and general obligations of the Republic and will rank without any preference among themselves and
equally with all other present and future unsecured and unsubordinated external indebtedness of the Republic. It is understood that this provision shall not be construed
so as to require the Republic to make payments under the global bonds ratably with payments being made under any other external indebtedness of the Republic.
The global bonds will be designated Collective Action Securities issued under a fiscal agency agreement, as supplemented, and constitute a separate series of debt
securities under the fiscal agency agreement. The fiscal agency agreement contains provisions regarding future modifications to the terms of the global bonds that differ
from those applicable to the Republic's outstanding external public indebtedness issued prior to February 1, 2018. Under these provisions, which are described in the
section entitled "Collective Action Securities," on page 19 of the accompanying prospectus, the Republic may, among other things, amend the payment provisions of
any series of debt securities (including the global bonds) and other reserve matters listed in the fiscal agency agreement with the consent of the holders of: (i) 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; (ii) 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 (iii) with respect to two or more series of debt securities, more than 662/3% of
the aggregate principal amount of the outstanding debt securities 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 offering of the global bonds is conditional on the receipt of certain approvals of the Monetary Board of the Bangko Sentral ng Pilipinas, the central bank of the
Republic.
The global bonds are being offered globally for sale in the jurisdictions where it is lawful to make such offers and sales. Application will be made to admit the global
bonds to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market ("Euro MTF"). We cannot guarantee that the
application to the Luxembourg Stock Exchange will be approved, and settlement of the global bonds is not conditional on obtaining the listing. This prospectus
supplement together with the prospectus dated November 20, 2020 constitute a prospectus for the purpose of Part IV of the Luxembourg law on prospectuses for
securities dated July 16, 2019.
We expect to deliver the global bonds to investors in registered book-entry form only through the facilities of The Depository Trust Company ("DTC"), Clearstream
Banking, S.A. ("Clearstream, Luxembourg"), and Euroclear Bank, SA/NV ("Euroclear" or the "Euroclear System" ), on or about December 10, 2020.
Per 2031 Bond
Total
Per 2045 Bond
Total
Price to investors
100.000%
US$1,250,000,000
100.000%
US$1,500,000,000
Underwriting discounts and commissions
0.050%
US$
625,000
0.050%
US$
750,000
Proceeds, before expenses, to the Republic
99.950%
US$1,249,375,000
99.950%
US$1,499,250,000
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners
Credit Suisse
Daiwa Capital Markets
Deutsche Bank
Morgan Stanley
Standard
UBS AG
Chartered Bank
The date of this prospectus supplement is December 2, 2020

[THIS PAGE INTENTIONALLY LEFT BLANK]

TABLE OF CONTENTS
Prospectus Supplement
Pages
Introductory Statements
S-1
Summary Of the Offering
S-2
Use of Proceeds
S-5
Description of the Global Bonds
S-6
Global Clearance and Settlement
S-10
Taxation
S-13
Underwriting
S-16
Legal Matters
S-21
General Information
S-21
Where You Can Find More Information
S-22
Authorized Representative In The United States
S-22
Prospectus
Page
ABOUT THIS PROSPECTUS
2
FORWARD-LOOKING STATEMENTS
3
DATA DISSEMINATION
4
USE OF PROCEEDS
5
RATINGS
6
DESCRIPTION OF THE SECURITIES
7
Description of the Debt Securities
7
Description of the Warrants
16
Limitations on Issuance of Bearer Debt Securities
17
Ranking Provisions of the Debt Securities
18
COLLECTIVE ACTION SECURITIES
19
TAXATION
25
PLAN OF DISTRIBUTION
35
VALIDITY OF THE SECURITIES
37
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
38
EXPERTS; OFFICIAL STATEMENTS AND DOCUMENTS
39
FURTHER INFORMATION
40
ANNUAL REPORT FOR THE FISCAL YEAR 2019
Exhibit D
RECENT DEVELOPMENTS
Exhibit E

You should read this prospectus supplement along with the prospectus that accompanies it. You should rely only on the
information contained or incorporated by reference in this document and the accompanying prospectus or to which we have
referred you. We have not authorized anyone to provide you with information that is different. This document may only be
used where it is legal to sell these securities. This document and the accompanying prospectus may only be used for the
purposes for which they have been published. The information in this prospectus supplement and the accompanying
prospectus may only be accurate as of the date of this prospectus supplement or the accompanying prospectus, as applicable.
Terms used herein but not otherwise defined shall have the meaning given to them in the prospectus that accompanies this
prospectus supplement.
INTRODUCTORY STATEMENTS
The Republic accepts responsibility for the information that is contained in this prospectus supplement and the prospectus that
accompanies it. To the best of the knowledge and belief of the Republic (which has taken all reasonable care to ensure that such is the
case), the information contained in this prospectus supplement and the accompanying prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The Republic is a foreign sovereign state. Consequently, it may be difficult for you to obtain or realize upon judgments of courts in the
United States against the Republic. See "Description of the Securities--Description of the Debt Securities--Jurisdiction and
Enforceability" in the accompanying prospectus.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the global bonds may be legally
restricted in some countries. If you wish to distribute this prospectus supplement or the accompanying prospectus, you should observe
any applicable restrictions. This prospectus supplement and the accompanying prospectus should not be considered an offer, and it is
prohibited to use them to make an offer, in any state or country in which the making of the offering of the global bonds is prohibited.
For a description of some restrictions on the offering and sale of the global bonds and the distribution of this prospectus supplement
and the accompanying prospectus, see "Underwriting" on page S-16.
This document is only being distributed to and is only directed at (A) persons who are outside the United Kingdom and (B) persons in
the United Kingdom that are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation that are also
(i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The global bonds are only
available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such global bonds will be engaged in
only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Notification under Section 309B(1) of the Securities and Futures Act, Chapter 289 of Singapore--The global bonds are
prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in MAS Notices SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
All references in this prospectus supplement (a) to the "Republic" or the "Philippines" are to the Republic of the Philippines, (b) to the
"Government" are to the national government of the Philippines and (c) to "Bangko Sentral" or "BSP" are to Bangko Sentral ng
Pilipinas, the central bank of the Philippines.
Unless otherwise indicated, all references in this prospectus supplement to "" are to the lawful national currency of the Philippines,
those to "dollars," "U.S. dollars," "US$" or "$" are to the lawful currency of the United States of America.
S-1

SUMMARY OF THE OFFERING
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. You
should read the entire prospectus supplement and the accompanying prospectus carefully.
Issuer
Republic of the Philippines.
Bonds
The US$1,250,000,000 1.648% global bonds due 2031 (the "2031 global bonds"),
and the US$1,500,000,000 2.650% global bonds due 2045 (the "2045 global
bonds").
Interest
The 2031 global bonds will bear interest at 1.648% from December 10, 2020,
payable semi-annually in arrears.
The 2045 global bonds will bear interest at 2.650% from December 10, 2020,
payable semi-annually in arrears.
Issue Date
The 2031 global bonds: December 10, 2020
The 2045 global bonds: December 10, 2020
Interest Payment Dates
With respect to both the 2031 global bonds and the 2045 global bonds:
June 10 and December 10 of each year, payable to the persons who are registered
holders thereof at the close of business on the preceding June 5 or December 5, as
applicable, whether or not a business day. The first interest payment will be made
on June 10, 2021 in respect of the period from (and including) December 10, 2020
to (but excluding) June 10, 2021.
Maturity Date
The 2031 global bonds: June 10, 2031
The 2045 global bonds: December 10, 2045
Issuer Redemption
The Republic may not redeem the global bonds prior to maturity.
Status of Bonds
The global bonds will be direct, unconditional, unsecured and general obligations
of the Republic and will rank without any preference among themselves and
equally with all other present and future unsecured and unsubordinated External
Indebtedness (as defined in the accompanying prospectus) of the Republic. It is
understood that this provision shall not be construed so as to require the Republic
to make payments under the global bonds ratably with payments being made under
any other external indebtedness of the Republic. The full faith and credit of the
Republic will be pledged for the due and punctual payment of all principal and
interest on the global bonds. See "Description of the Securities--Description of the
Debt Securities--Status of Bonds" in the accompanying prospectus.
Negative Pledge
With certain exceptions, the Republic has agreed that it will not create or permit to
subsist any Lien (as defined in the accompanying prospectus) on its revenues or
assets to secure External Public
S-2

Indebtedness (as defined in the accompanying prospectus) of the Republic, unless
at the same time or prior thereto, the global bonds are secured at least equally and
ratably with such External Public Indebtedness. The international reserves of
Bangko Sentral represent substantially all of the official gross international
reserves of the Republic. Because Bangko Sentral is an independent entity, the
Republic and Bangko Sentral believe that the international reserves owned by
Bangko Sentral are not subject to the negative pledge covenant in the global bonds
and that Bangko Sentral could in the future incur External Public Indebtedness
secured by such reserves without securing amounts payable under the global
bonds. See "Description of the Securities--Description of the Debt Securities--
Negative Pledge Covenant" in the accompanying prospectus.
Taxation
The Republic will make all payments of principal and interest in respect of the
global bonds free and clear of, and without withholding or deducting, any present
or future taxes of any nature imposed by or within the Republic, unless required by
law. In that event, the Republic will pay additional amounts so that the holders of
the global bonds receive the amounts that would have been received by them had
no withholding or deduction been required, subject to certain exceptions. See
"Description of the Securities--Description of the Debt Securities--Additional
Amounts" in the accompanying prospectus.
Collective Action Clauses
The global bonds will be designated Collective Action Securities issued under a
fiscal agency agreement, as supplemented, and constitute a separate series of debt
securities under the fiscal agency agreement. The fiscal agency agreement contains
provisions regarding future modifications to the terms of the global bonds that
differ from those applicable to the Republic's outstanding external public
indebtedness issued prior to February 1, 2018. Under these provisions, which are
described in the section entitled "Collective Action Securities" on page 19 of the
accompanying prospectus, the Republic may, among other things, amend the
payment provisions of any series of debt securities (including the global bonds)
and other reserve matters listed in the fiscal agency agreement with the consent of
the holders of: (i) 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;
(ii) 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 (iii) with respect to two or more series of
debt securities, more than 662/3% of the aggregate principal amount of the
outstanding debt securities 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.
S-3

Cross-Defaults
Events of default with respect to the global bonds include (i) if the Republic fails to
make a payment of principal, premium, prepayment charge or interest when due on
any External Public Indebtedness with a principal amount equal to or greater than
$25,000,000 or its equivalent, and this failure continues beyond the applicable
grace period; or (ii) if any External Public Indebtedness of the Republic or the
central monetary authority in principal amount equal to or greater than $25,000,000
is accelerated, other than by optional or mandatory prepayment or redemption. See
"Collective Action Securities--Events of Default: Cross Default and Cross
Acceleration" in the accompanying prospectus.
Listing
The Republic is offering the global bonds for sale in the United States and
elsewhere where such offer and sale is permitted. Application will be made to
admit the global bonds to listing on the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF. The Republic cannot guarantee that the
application to the Luxembourg Stock Exchange will be approved, and settlement of
the global bonds is not conditional on obtaining the listing.
Form, Denomination and Registration
The global bonds will be issued in fully registered form in minimum
denominations of $200,000 and integral multiples of $1,000 in excess thereof. The
global bonds will be represented by one or more global securities registered in the
name of a depositary, its nominee or a custodian. Beneficial interests in the global
securities will be shown on, and the transfer thereof will be effected only through,
records maintained by the depositary and its direct and indirect participants.
Settlement of all secondary market trading activity in the global bonds will be
made in immediately available funds. See "Description of the Securities--
Description of the Debt Securities--Global Securities" in the accompanying
prospectus.
Further Issues
The Republic may from time to time, without notice to or the consent of the
registered holders of the global bonds, issue further bonds which will form a single
series with the global bonds. See "Collective Action Securities--Further Issues of
Debt Securities" in the accompanying prospectus.
Use of Proceeds
The Republic intends to use the net cash proceeds from the sale of the global bonds
for general purposes of the Republic, including budgetary support.
Fiscal Agent
The Bank of New York Mellon (as successor in interest to JPMorgan Chase Bank,
N.A.).
Governing Law
The Fiscal Agency Agreement (as defined below) and the global bonds will be
governed by and interpreted in accordance with the laws of the State of New York.
The laws of the Republic will govern all matters governing authorization and
execution of the Fiscal Agency Agreement and the global bonds by the Republic.
S-4

USE OF PROCEEDS
The Republic intends to use the net cash proceeds from the sale of the global bonds for general purposes of the Republic, including
budgetary support. None of the underwriters shall have any responsibility for the application of the net cash proceeds from the sale of
the global bonds.
S-5

DESCRIPTION OF THE GLOBAL BONDS
General
The global bonds will be issued under a fiscal agency agreement, dated as of October 4, 1999, as supplemented by supplement no. 1 to
the fiscal agency agreement dated February 26, 2004, supplement no. 2 to the fiscal agency agreement dated January 11, 2006 and a
supplement no. 3 to the fiscal agency agreement dated February 1, 2018, between the Republic and The Bank of New York Mellon (as
successor in interest to JPMorgan Chase Bank, N.A.), as fiscal agent (the "Fiscal Agency Agreement"). The global bonds are a series
of debt securities more fully described in the accompanying prospectus, except to the extent indicated below.
The global bonds will be the direct, unconditional, unsecured and general obligations of the Republic and will rank without any
preference among themselves and equally with all other present and future unsecured and unsubordinated External Indebtedness (as
defined in the accompanying prospectus) of the Republic. It is understood that this provision shall not be construed so as to require the
Republic to make payments under the global bonds ratably with payments being made under any other external indebtedness of the
Republic.
The following statements are subject to the provisions of the Fiscal Agency Agreement and the global bonds. Since the following is
only a summary, we urge you to read the Fiscal Agency Agreement and the form of global bonds before deciding whether to invest in
the global bonds. The Republic has filed forms of these documents as exhibits to the registration statement numbered 333-249557.
You should refer to the exhibits for more complete information. Capitalized terms not defined below shall have the respective
meanings given in the accompanying prospectus.
The 2031 global bonds will:
·
bear interest at 1.648% from December 10, 2020;
·
mature at par on June 10, 2031;
·
pay interest on June 10 and December 10 of each year. The first interest payment will be made on June 10, 2021 in respect
of the period from (and including) December 10, 2020 to (but excluding) June 10, 2021; and
·
pay interest to the persons in whose names the global bonds are registered on the record date, which is the close of
business on the preceding June 5 or December 5 (whether or not a business day), as the case may be. Interest will be
calculated on the basis of a 360-day year, consisting of twelve 30-day months.
The 2045 global bonds will:
·
bear interest at 2.650% from December 10, 2020;
·
mature at par on December 10, 2045;
·
pay interest on June 10 and December 10 of each year. The first interest payment will be made on June 10, 2021 in respect
of the period from (and including) December 10, 2020 to (but excluding) June 10, 2021; and
·
pay interest to the persons in whose names the global bonds are registered on the record date, which is the close of
business on the preceding June 5 or December 5 (whether or not a business day), as the case may be. Interest will be
calculated on the basis of a 360-day year, consisting of twelve 30-day months.
The global bonds will be designated Collective Action Securities, and, as such, will contain provisions regarding default, acceleration,
voting on amendments, modifications, changes, waivers, future issues of global bonds and other reserve matters listed in the Fiscal
Agency Agreement, which are commonly referred to as "collective action clauses." Under these provisions, which are described in the
section entitled "Collective Action Securities," on page 19 of the accompanying prospectus, the Republic may, among other things,
amend the payment provisions of any series of debt securities (including the global bonds) and other reserve matters listed
S-6

in the fiscal agency agreement with the consent of the holders of: (i) 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; (ii) 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 (iii) with respect to two or more series of
debt securities, more than 662/3% of the aggregate principal amount of the outstanding debt securities 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 Republic will apply to the Euro MTF for listing of, and permission to deal in, the global bonds in accordance with the rules of the
Luxembourg Stock Exchange. Application will be made to admit the global bonds to listing on the Official List of the Luxembourg
Stock Exchange and to trading on the Euro MTF. We cannot guarantee that the application to the Luxembourg Stock Exchange will be
approved, and settlement of the global bonds is not conditional on obtaining the listing.
The issue and sale of the global bonds were authorized by the Full Powers signed by the President of the Republic on August 17,
2020. The Monetary Board of the Republic issued its approval-in-principle for the offering of the global bonds on June 26, 2020. The
offering remains subject to certain additional approvals of the Monetary Board.
Book Entry
The Republic will issue the global bonds in the form of fully registered global securities. The Republic will deposit the global
securities with DTC and register the global securities in the name of Cede & Co., as DTC's nominee. Beneficial interests in the global
securities will be represented by, and transfers thereof will be effected only through, book-entry accounts maintained by DTC and its
participants.
You may hold your beneficial interests in a global security through Euroclear or Clearstream, Luxembourg, or indirectly through
organizations that are participants in such systems. Euroclear and Clearstream, Luxembourg (the "Clearing System Depositaries") will
hold their participants' beneficial interests in a global security in their customers' securities accounts with the Clearing System
Depositaries. The Clearing System Depositaries in turn will hold such interests in their customers' securities accounts with DTC.
Certificated Securities
In circumstances detailed in the accompanying prospectus (see "Description of the Securities--Description of the Debt Securities--
Global Securities--Registered Ownership of the Global Security"), the Republic could issue certificated securities. The Republic will
only issue certificated securities in fully registered form in minimum denominations of $200,000 and integral multiples of $1,000 in
excess thereof. The holders of certificated securities shall present directly at the corporate trust office of the fiscal agent, at the office
of the Luxembourg paying and transfer agent or at the office of any other transfer agent as the Republic may designate from time to
time all requests for the registration of any transfer of such securities, for the exchange of such securities for one or more new
certificated securities in a like aggregate principal amount and in authorized denominations and for the replacement of such securities
in the cases of mutilation, destruction, loss or theft. Certificated securities issued as a result of any partial or whole transfer, exchange
or replacement of the global bonds will be delivered to the holder at the corporate trust office of the fiscal agent, at the office of the
Luxembourg paying and transfer agent or at the office of any other transfer agent, or (at the risk of the holder) sent by mail to such
address as is specified by the holder in the holder's request for transfer, exchange or replacement.
S-7