Bond Filipinas 3.95% ( US718286BZ91 ) in USD

Filipinas

100 % ▲

Philippines

US718286BZ91 ( in USD )

3.95% per year ( payment 2 times a year)

19/01/2040

Prospectus brochure of the bond Philippines US718286BZ91 en USD 3.95%, maturity 19/01/2040

200 000 USD

2 000 000 000 USD

718286BZ9

BBB+ ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

20/07/2026 ( In 142 days )

The Philippines is a Southeast Asian archipelago comprising over 7,000 islands, known for its diverse culture, vibrant history, stunning beaches, and rich biodiversity.

The Bond issued by Filipinas ( Philippines ) , in USD, with the ISIN code US718286BZ91, pays a coupon of 3.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/01/2040

The Bond issued by Filipinas ( Philippines ) , in USD, with the ISIN code US718286BZ91, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Filipinas ( Philippines ) , in USD, with the ISIN code US718286BZ91, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-192805
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 12, 2013
US$2,000,000,000
Republic of the Philippines
3.95% Global Bonds due 2040
The Republic of the Philippines (the "Republic") will pay interest on the global bonds on January 20 and July 20 in each
year. The first interest payment on the global bonds will be made on July 20, 2015 in respect of the period from (and
including) January 20, 2015 to (but excluding) July 20, 2015. The Republic may not redeem the global bonds prior to their
maturity. The global bonds will mature at par on January 20, 2040.
The global bonds will be designated Collective Action Securities, and, as such, will contain provisions regarding certain
aspects of default, acceleration, voting on amendments, modifications, changes, waivers and future issues of global bonds
that differ from those applicable to most of the Republic's outstanding External Public Indebtedness (as defined in the
accompanying prospectus dated December 12, 2013). Under these provisions, which are described in the section entitled
"Collective Action Securities" on page 128 of the accompanying prospectus, the Republic may, among other things, amend
the payment provisions of the global bonds and certain other material terms with the consent of the holders of not less than
75% of the aggregate principal amount of the outstanding global bonds.
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 has been 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. 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.
We expect to deliver the global bonds to investors in registered book-entry form only through the facilities of The
Depository Trust Company, Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., on or about
January 20, 2015.
Per Bond
Total
Price to investors
100% US$2,000,000,000
Underwriting discounts and commissions
0.05%
US$
1,000,000
Proceeds, before expenses, to the Republic
99.95%
US$1,999,000,000
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
Deutsche Bank Securities
HSBC
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Joint Lead Managers and Joint Bookrunners
Citigroup
Credit
Deutsche Bank Goldman
HSBC
J.P. Morgan
Morgan
Standard
UBS
Suisse
Securities
Sachs
Stanley
Chartered Bank
The date of this prospectus supplement is January 6, 2015.
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TABLE OF CONTENTS
Prospectus Supplement
Pages
Introductory Statements
S-4
Summary of the Offering
S-5
Use of Proceeds
S-8
Recent Developments
S-9
Description of the Global Bonds
S-32
Global Clearance and Settlement
S-35
Taxation
S-38
Underwriting
S-41
Conflicts of Interest
S-42
Legal Matters
S-49
General Information
S-49
Prospectus
Pages
Certain Defined Terms and Conventions
iii
Forward-Looking Statements
v
Data Dissemination
v
Use of Proceeds
v
Prospectus Summary Republic of the Philippines
1
Republic of the Philippines
6
Description of the Securities
116
Collective Action Securities
128
Taxation
132
Plan of Distribution
142
Validity of the Securities
144
Authorized Representative in the United States
144
Experts; Official Statements and Documents
144
Further Information
144
Debt Tables of the Republic of the Philippines
T-1
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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-41.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom and
(ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) 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.
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 "(Peso)" 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.
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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
US$2,000,000,000 3.95% Global Bonds due 2040.
Interest
The global bonds will bear interest at 3.95% from January 20, 2015,
payable semi-annually in arrears.
Issue Date
January 20, 2015.
Interest Payment Dates
January 20 and July 20 of each year, payable to the persons who are
registered holders thereof at the close of business on the preceding
January 15 or July 15, as applicable, whether or not a business day. The
first interest payment will be made on July 20, 2015 in respect of the
period from (and including) January 20, 2015 to (but excluding)
July 20, 2015.
Maturity Date
January 20, 2040.
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. Except as otherwise described, the global
bonds will at all times rank at least equally among themselves and with all
other unsecured and unsubordinated External Indebtedness (as defined in
the accompanying prospectus) 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 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.
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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 contain provisions regarding default, acceleration,
voting on amendments, modifications, changes, waivers and future issues
of global bonds that differ from those applicable to most of the Republic's
outstanding External Public Indebtedness. Under these provisions, which
are described in the section entitled "Collective Action Securities" on
page 128 of the accompanying prospectus, the Republic may, among other
things, amend the payment provisions of the global bonds and certain
other terms with the consent of the holders of not less than 75% of the
aggregate principal amount of the outstanding global bonds.
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 has been
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.
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
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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 to pay the purchase price and accrued interest for the bonds
that it purchases pursuant to its invitation for offers (the "Invitation for
Offers") in respect of certain series of the Republic's foreign currency-
denominated bonds (the "Old Bonds") announced on January 6, 2015, as
well as expenses incurred by the Republic in that transaction. The
Republic may also use any proceeds 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 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.
Conflicts of Interest
As described in the "Use of Proceeds," the Republic intends to use a
portion of the net cash proceeds from the sale of the global bonds to pay
the purchase price and accrued interest for the Old Bonds it purchases
pursuant to the Invitation for Offers. Each of Citigroup Global Markets
Inc., Goldman Sachs (Asia) L.L.C., The Hongkong and Shanghai Banking
Corporation Limited, J.P. Morgan Securities LLC, Standard Chartered
Bank and UBS AG, Hong Kong Branch and/or their respective affiliates
may be a holder of certain of the Old Bonds as set forth in the Invitation
for Offers and may, together with their respective affiliates, each receive
5% or more of the proceeds from the offering of global bonds. Because of
the manner in which the net proceeds are being used, the offering of
global bonds will be conducted in accordance with Financial Industry
Regulatory Authority ("FINRA") Rule 5121. In accordance with that rule,
the appointment of a "qualified independent underwriter" is not necessary
in connection with the offering of global bonds because the securities
offered hereby are investment-grade rated. Accordingly, the offering of
global bonds is being made in compliance with the requirements of
FINRA Rule 5121. Additionally, client accounts over which Citigroup
Global Markets Inc., Goldman Sachs (Asia) L.L.C., The Hongkong and
Shanghai Banking Corporation Limited, J.P. Morgan Securities LLC,
Standard Chartered Bank and UBS AG, Hong Kong Branch have
investment discretion are not permitted to purchase the global bonds,
either directly or indirectly, without the specific written approval of the
accountholder.
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USE OF PROCEEDS
The Republic intends to use the net cash proceeds from the sale of the global bonds to pay the purchase price and accrued
interest for the bonds that it purchases pursuant to its Invitation for Offers, as well as expenses incurred by the Republic in
that transaction. The Republic may also use any proceeds 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.
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RECENT DEVELOPMENTS
The information in this section supplements the information about the Republic that is included in the accompanying
prospectus dated December 12, 2013.
Recent Political Developments
State of the Nation Address
On July 28, 2014, President Benigno Aquino delivered his fifth State of the Nation Address. The President highlighted a
number of important developments in the economic development of the Philippines, including the implementation of the
Disbursement Acceleration Program, which has contributed (Peso)1.6 billion to the Training for Work Scholarship Program
of the Technical Education and Skills Development Authority, and the lowering of the poverty rate, from 27.9% in the first
half of 2012 to 24.9% in the first half of 2013. The President also highlighted the current administration's good governance
efforts against abuses of power by Government officials, noting the significant changes in the Bureau of Customs as an
example of the efforts. In February, the Government approved the importation of 800,000 metric tons of rice to replenish
buffer-stocks in the aftermath of Typhoon "Yolanda" (also known as Typhoon "Haiyan"). In July, the importation of an
additional 500,000 metric tons was approved, and the National Food Authority (the "NFA") was granted standing authority
to import an additional 500,000 metric tons to prepare for the effects on harvests and rice prices of any future natural
disasters.
The President noted that the infrastructure investment budget has more than doubled since 2011, from (Peso)200.3 billion
in 2011 to (Peso)404.3 billion in 2014. The President also noted the Republic's focus on improved management of its debt,
which resulted in May 2014 in upgrades to the Republic's credit ratings by Moody's Investor Services, Inc. ("Moody's"),
Standard & Poor's Ratings Services ("Standard & Poor's") and Fitch Ratings Ltd. ("Fitch"). These upgrades enabled the
Government to reduce further its borrowing costs and attract investment. Increased investor confidence in the Republic was
also reflected in the participation of investors in a total of seven public-private partnership projects, with a total value of
(Peso)62.6 billion, between December 2011 and June 2014.
Philippine Development Plan
In 2014, the National Economic and Development Authority ("NEDA") published a mid-term update to the Government's
Philippine Development Plan ("PDP"). The update makes several adjustments to the policies and strategies of the PDP
based on the results from its implementation in 2011 to date. Considering the number of impoverished households, poverty
rates and the vulnerability of the local population, the adjusted policies and strategies will focus on vulnerable provinces
and their needs. In the interest of measuring results against these policy goals, poverty and employment targets have been
expanded to include not only job creation data, but also unemployment and underemployment data as well as poverty
targets. Specifically, the updated PDP aims for average annual economic growth of 7% to 8% until 2016 and reductions in
the rate of unemployment to between 6.5% to 6.7%, in the rate of underemployment to 17% and in the incidence of income
poverty to between 18% to 20% by 2016.
Ratings Upgrade
In December 2014, Moody's further upgraded the Republic's credit ratings, citing ongoing debt reduction, aided by
improvements in fiscal management, continued favorable prospects for strong economic growth and limited vulnerability to
the common risks affecting emerging markets as key drivers for the decision to upgrade the Republic's rating. Moody's
also upgraded the Republic's foreign currency shelf rating.
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