Obbligazione Filipinas 4% ( US718286BK23 ) in USD

Filipinas

100 USD ▼

Filippine

US718286BK23 ( in USD )

4% per anno ( pagato 2 volte l'anno)

15/01/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Philippines US718286BK23 in USD 4%, scaduta

100 000 USD

2 241 744 000 USD

718286BK2

Le Filippine sono un arcipelago di oltre 7000 isole nel sud-est asiatico, caratterizzato da una ricca biodiversità, una cultura variegata e una storia complessa influenzata da colonizzazioni spagnola e americana.

The Obbligazione issued by Filipinas ( Philippines ) , in USD, with the ISIN code US718286BK23, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/01/2021

Luxembourg Listing Supplement
(To prospectus dated December 23, 2009)
Republic of the Philippines
$2,075,872,000 4.00% Global Bonds due 2021 ("New 2021 Bonds")
$946,807,000 6.375% Global Bonds due 2034 ("Reopened 2034 Bonds")
The Republic of the Philippines (the "Republic") is issuing $1,875,872,000 in aggregate principal amount of New 2021 Bonds
and $946,807,000 in aggregate principal amount of Reopened 2034 pursuant to the recently concluded invitation (the
"invitation") by the Republic to the holders of its 8.375% Bonds due 2011 ("2011 Bonds"), 9.0% Bonds due 2013 ("2013
Bonds"), 8.25% Bonds due 2014 ("2014 Bonds"), 8.875% Bonds due 2015 ("2015 Bonds"), 8.0% Bonds due January 2016
("January 2016 Bonds"), 8.75% Bonds due October 2016 ("October 2016 Bonds") and 9.375% Bonds due 2017 ("2017
Bonds," and together with the 2011 Bonds, 2013 Bonds, 2014 Bonds, 2015 Bonds, January 2016 Bonds and October 2016
Bonds, the "Group A Bonds") to submit offers to exchange each series of Group A Bonds for New 2021 Bonds or Reopened
2034 Bonds, and to the holders of its 9.875% Bonds due January 2019 ("January 2019 Bonds"), 8.375% Bonds due June 2019
("June 2019 Bonds"), 7.5% Bonds due September 2024 ("September 2024 Bonds"), 9.5% Bonds due October 2024 ("October
2024 Bonds"), 10.625% Bonds due 2025 ("2025 Bonds"), 9.5% Bonds due 2030 ("2030 Bonds") and 7.75% Bonds due 2031
("2031 Bonds," and together with the January 2019 Bonds, June 2019 Bonds, September 2024 Bonds, October 2024 Bonds,
2025 Bonds and 2030 Bonds, the "Group B Bonds") to submit offers to exchange Group B Bonds for Reopened 2034 Bonds.
The Group A Bonds and Group B Bonds are collectively referred to as the "old bonds," and the New 2021 Bonds and the
Reopened 2034 Bonds are collectively referred to as the "new global bonds." See "Summary--The Invitation" for a summary
of the results of the invitation.
The Republic is also issuing $200,000,000 principal amount of New 2021 Bonds for cash (the "cash offering" and, together
with the invitation, the "global bond offering").
The Reopened 2034 Bonds constitute a further issuance of, and on October 24, 2010 will be fungible with and consolidated
and form a single series with, the $1,000,000,000 6.375% Global Bonds due 2034 issued by the Republic on October 23, 2009
and the $850,000,000 6.375% Global Bonds due 2034 issued by the Republic on January 13, 2010. Prior to October 24, 2010
the Reopened 2034 Bonds will bear different securities codes and trade separately from those previously issued 6.375%
Global Bonds due 2034. The Reopened 2034 Bonds will accrue interest from October 6, 2010. A short first coupon,
consisting of interest for the period from (and including) October 6, 2010 to (but excluding) October 23, 2010, will be payable
on the Reopened 2034 Bonds on October 23, 2010.
The Republic will pay interest on the New 2021 Bonds on January 15 and July 15 of each year, commencing on January 15,
2011. The New 2021 Bonds will have a short first coupon, the first interest payment will be made on January 15, 2011, in
respect of the period from (and including) the October 6, 2010 to (but excluding) January 15, 2011.
The new 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 new global bonds
that differ from those applicable to many of the Republic's outstanding External Public Indebtedness. Under these provisions,
which are described in the section entitled "Collective Action Securities" on page 113 of the accompanying prospectus dated
December 23, 2009, the Republic may, among other things, amend the payment provisions of a series of new 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 new global bonds of that series.
The offering of the new global bonds is conditional on the receipt of certain approvals of the Monetary Board of Bangko
Sentral ng Pilipinas, the central bank of the Republic. The new 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 new 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 new global bonds is
not conditioned on obtaining the listings.
New 2021 Bonds
Per Bond
Total
Initial price to public pursuant to the cash offering . . . . . . . . .
99.248%
$198,496,000
Underwriting discounts and commissions . . . . . . . . . . . . . . . .
0.05%
$
100,000
Proceeds, before expenses, to the Republic . . . . . . . . . . . . . . .
99.198%
$198,396,000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS LISTING SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Citi
HSBC
UBS Investment Bank
Joint dealer managers and underwriters for the global bond offering
October 5, 2010

[THIS PAGE INTENTIONALLY LEFT BLANK]

TABLE OF CONTENTS
LISTING SUPPLEMENT
INTRODUCTORY STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
CERTAIN LEGAL RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
THE NEW GLOBAL BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
DESCRIPTION OF THE NEW GLOBAL BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-28
GLOBAL CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-32
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-35
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-43
JURISDICTIONAL RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-45
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-49
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-49
PROSPECTUS
CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
FORWARD LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
DATA DISSEMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
REPUBLIC OF THE PHILIPPINES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
DESCRIPTION OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
COLLECTIVE ACTION SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
VALIDITY OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
EXPERTS; OFFICIAL STATEMENTS AND DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
DEBT TABLES OF THE REPUBLIC OF THE PHILIPPINES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
T-1
YOU SHOULD READ THIS LISTING SUPPLEMENT ALONG WITH THE ATTACHED
PROSPECTUS THAT ACCOMPANIES IT. YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED
OR
INCORPORATED
BY
REFERENCE
IN
THIS
DOCUMENT
AND
THE
ACCOMPANYING PROSPECTUS. THE REPUBLIC HAS 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. THE INFORMATION IN THIS
LISTING SUPPLEMENT AND THE PROSPECTUS MAY ONLY BE ACCURATE AS OF THE DATE
OF THIS LISTING SUPPLEMENT OR THE PROSPECTUS, AS APPLICABLE. TERMS USED
HEREIN BUT NOT OTHERWISE DEFINED SHALL HAVE THE MEANING GIVEN TO THEM IN
THE PROSPECTUS THAT ACCOMPANIES THIS LISTING SUPPLEMENT.
S-3

INTRODUCTORY STATEMENTS
The Republic accepts responsibility for the information provided by it that is contained in this listing
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 listing
supplement and the accompanying prospectus provided by the Republic 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.
Unless otherwise indicated, all references in this listing supplement to "Philippine pesos," "pesos," "Ps." or
"Q" are to the lawful national currency of the Philippines, those to "USD," "dollars," "US dollars" or "$" are to
the lawful currency of the United States of America and those to "EUR," "euro" and "" refer to the currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended.
All references in this listing supplement to (a) the "Republic" or the "Philippines" are to the Republic of the
Philippines, (b) the "Government" are to the national government of the Philippines, (c) the "administration" are
to the current administration of President Benigno S. Aquino III and (d) "Bangko Sentral" are to Bangko Sentral
ng Pilipinas, the central bank of the Philippines.
To the extent that the offer of the new global bonds is made in any European Economic Area, or the "EEA,"
member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures
in any member state, the "Prospectus Directive") before the date of publication of a prospectus in relation to the
new global bonds which has been approved by the competent authority in that member state in accordance with
the Prospectus Directive (or, where appropriate, published in accordance with the Prospectus Directive and
notified to the competent authority in that member state in accordance with the Prospectus Directive), the offer
(including any offer pursuant to this document) is only addressed to qualified investors in that member state
within the meaning of the Prospectus Directive or has been or will be made otherwise in circumstances that do
not require the issuer to publish a prospectus pursuant to the Prospectus Directive.
This listing supplement has been prepared solely for the purpose of the listing of the New 2021 Bonds and
the Reopened 2034 Bonds on the Luxembourg Stock Exchange and for admission to trading on the Euro MTF
Market.
S-4

CERTAIN LEGAL RESTRICTIONS
The distribution of materials relating to the global bond offering, including this listing supplement and the
accompanying prospectus, and the transactions contemplated by the global bond offering may be restricted by
law in certain jurisdictions. If materials relating to the global bond offering come into your possession, you are
required by the Republic to inform yourself of and to observe all of these restrictions. The materials relating to
the global bond offering, including this listing supplement and the accompanying prospectus, do not constitute,
and may not be used in connection with, an offer or solicitation in any place where offers or solicitations relating
to the global bond offering are not permitted. If a jurisdiction requires that the global bond offering be made by a
licensed broker or dealer and any of the dealer managers or any affiliate of any dealer manager is a licensed
broker or dealer in such jurisdiction, the global bond offering shall be deemed to be made by such dealer
manager or such affiliate on behalf of the Republic in such jurisdiction. For a description of some restrictions on
the offering and sale of the new global bonds and the distribution of this listing supplement and the
accompanying prospectus, see the section below entitled "Jurisdictional Restrictions."
No solicitations in connection with the global bond offering will be made in Italy or Japan by any
party, including the dealer managers. No copies of this listing supplement, the accompanying prospectus
or any other documents relating to the new global bonds or the global bond offering will be distributed in
Italy or Japan. No new global bonds will be offered, sold or delivered in Italy or Japan.
S-5

SUMMARY
This summary highlights information contained elsewhere in this listing supplement and the accompanying
prospectus. You should read the entire listing supplement and the accompanying prospectus carefully.
The Invitation
On September 20, 2010, the Republic launched an invitation to holders of its old bonds to submit offers to
exchange those old bonds for new global bonds, on the terms and subject to the conditions set forth in the
exchange materials related to the invitation. The invitation expired at 5:00 P.M., New York City time, on
September 28, 2010 (the "expiration date"). Pursuant to the invitation, the Republic expects to issue
$1,875,872,000 aggregate principal amount of New 2021 Bonds and $946,807,000 aggregate principal amount of
Reopened 2034 Bonds in exchange for old bonds.
The New 2021 Bonds will have a coupon of 4.00% per year and an issue price of $992.48 per $1,000
principal amount. The New 2021 Bond issue price was determined so as to result in a yield to maturity for those
bonds on October 6, 2010 (the "settlement date") of 4.091%.
The Reopened 2034 Bonds will have an issue price of $1,148.79 per $1,000 principal amount. The
Reopened Bond issue price was determined so as to result in a yield to maturity for those bonds on the settlement
date of 5.276%.
The three tables below show (a) the old bond price and old bond exchange value per $1,000 principal
amount for each series of old bonds, (b) the exchange ratio for each series of old bonds accepted in exchange for
New 2021 Bonds and/or Reopened 2034 Bonds and (c) the bond-by-bond results of the invitation.
Old Bond Prices and Old Bond Exchange Value
Old Bond
Series
ISIN
Old Bond Price
Exchange Value
Group A Bonds
8.375% Bonds due 2/15/2011 ("2011 Bonds") . . . . . . .
US718286AV96
$1,028.52
$1,028.52
9.000% Bonds due 2/15/2013 ("2013 Bonds") . . . . . . .
US718286AT41
$1,187.53
$1,187.53
8.250% Bonds due 1/15/2014 ("2014 Bonds") . . . . . . .
US718286AU14
$1,209.89
$1,209.89
8.875% Bonds due 3/17/2015 ("2015 Bonds") . . . . . . .
US718286AW79
$1,290.94
$1,290.94
8.000% Bonds due 1/15/2016 ("January 2016
Bonds") . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US718286BA41
$1,283.93
$1,283.93
8.750% Bonds due 10/7/2016 ("October 2016
US718286AC16(1)
$1,346.57
$1,346.57
Bonds") . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
USY6972CAJ63(2)
9.375% Bonds due 1/18/2017 ("2017 Bonds") . . . . . .
US718286AQ02
$1,380.80
$1,380.80
Group B Bonds
9.875% Bonds due 1/15/2019 ("January 2019
Bonds") . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US718286AK32
$1,443.19
$1,443.19
8.375% Bonds due 6/17/2019 ("June 2019 Bonds") . . .
US718286BE62
$1,342.57
$1,342.57
7.500% Bonds due 9/25/2024 ("September 2024
Bonds") . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US718286BC07
$1,310.17
$1,310.17
9.500% Bonds due 10/21/2024 ("October 2024
Bonds") . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US718286AL15
$1,510.01
$1,510.01
10.625% Bonds due 3/16/2025 ("2025 Bonds") . . . . . .
US718286AP29
$1,616.74
$1,616.74
9.500% Bonds due 2/2/2030 ("2030 Bonds") . . . . . . . .
US718286AY36
$1,537.22
$1,330.22
7.750% Bonds due 1/14/2031 ("2031 Bonds") . . . . . . .
US718286BB24
$1,329.84
$1,162.84
(1) ISIN corresponding to restricted global bonds of this series.
(2) ISIN corresponding to Regulation S global bonds of this series.
S-6

Exchange ratios for Old Bonds accepted in exchange for New 2021 Bonds and/or Reopened 2034 Bonds
Exchange Ratio into
Exchange Ratio into
Old Bonds
New 2021 Bonds
Reopened 2034 Bonds
Group A Bonds
2011 Bonds . . . . . . . . . . . . . . .
1.0363
0.8953
2013 Bonds . . . . . . . . . . . . . . .
1.1965
1.0337
2014 Bonds . . . . . . . . . . . . . . .
1.2191
1.0532
2015 Bonds . . . . . . . . . . . . . . .
1.3007
1.1237
January 2016 Bonds . . . . . . . .
1.2937
1.1176
October 2016 Bonds . . . . . . . .
1.3568
1.1722
2017 Bonds . . . . . . . . . . . . . . .
1.3913
1.2020
Group B Bonds
January 2019 Bonds . . . . . . . .
N/A
1.2563
June 2019 Bonds . . . . . . . . . . .
N/A
1.1687
September 2024 Bonds . . . . . .
N/A
1.1405
October 2024 Bonds . . . . . . . .
N/A
1.3144
2025 Bonds . . . . . . . . . . . . . . .
N/A
1.4073
2030 Bonds . . . . . . . . . . . . . . .
N/A
1.1579
2031 Bonds . . . . . . . . . . . . . . .
N/A
1.0122
Bond-by-Bond Results of the Invitation
Principal Amount
Principal Amount
of Old Bonds
of Old Bonds
Outstanding prior to
Outstanding after
Settlement of the
Principal Amount of
Settlement of the
Global Bond
Old Bonds Accepted
Global Bond
Offering
into Exchange
Offering
Old Bond
(in thousands)
(in thousands)
(in thousands)
Group A Bonds
2011 Bonds . . . . . . . . . . . . .
$1,484,215
$214,199
$1,270,016
2013 Bonds . . . . . . . . . . . . .
$ 948,383
$148,529
$ 799,854
2014 Bonds . . . . . . . . . . . . .
$1,601,622
$390,756
$1,210,866
2015 Bonds . . . . . . . . . . . . .
$ 976,414
$265,755
$ 710,659
January 2016 Bonds . . . . . .
$1,300,000
$590,555
$ 709,445
October 2016 Bonds . . . . . .
$ 629,703
$ 65,747
$ 563,956
2017 Bonds . . . . . . . . . . . . .
$ 822,381
$ 24,367
$ 798,014
Group B Bonds
January 2019 Bonds . . . . . .
$ 962,468
$101,237
$ 861,231
June 2019 Bonds . . . . . . . . .
$1,500,000
$262,249
$1,237,751
September 2024 Bonds . . . .
$ 774,204
$
0
$ 774,204
October 2024 Bonds . . . . . .
$ 480,406
$
0
$ 480,406
2025 Bonds . . . . . . . . . . . . .
$1,854,744
$221,859
$1,632,885
2030 Bonds . . . . . . . . . . . . .
$2,000,000
$
0
$2,000,000
2031 Bonds . . . . . . . . . . . . .
$2,384,506
$
0
$2,384,506
A more detailed discussion of the invitation may be found in the prospectus supplement dated
September 20, 2010.
S-7

The Cash Offering
In addition to the issuance of new global bonds in exchange for old bonds, the Republic is also issuing
$200,000,000 aggregate principal amount of New 2021 Bonds for cash. The dealer managers are acting as
underwriters of the cash offering. See "Underwriting."
Settlement
The settlement date for the global bond offering is expected to be October 6, 2010.
On the settlement date:
·
If the Republic has accepted your exchange offer, you, as the identified account holder, or DTC,
Euroclear or Clearstream, Luxembourg, on your behalf, as the case may be, must deliver to the
Republic good and marketable title to your old bonds, free and clear of all liens, charges, claims,
encumbrances, interests, rights of third parties and restrictions of any kind.
In return you will receive, as applicable:
·
solely by credit to the same DTC, Euroclear or Clearstream, Luxembourg, account in which your old
bonds being exchanged were held, the new global bonds to which you are entitled; and
·
solely by credit to the same DTC, Euroclear or Clearstream, Luxembourg, account in which your old
bonds being exchanged were held, any cash payments to which you are entitled pursuant to the terms
of the invitation.
If you are purchasing new global bonds for cash pursuant to the cash offering, you will pay the purchase
price in immediately available funds, in accordance with standard settlement procedures applicable to global
bond offerings, and in return you will receive, solely by credit to the account designated to the dealer managers,
the new global bonds to which you are entitled all in accordance with and subject to the terms and conditions of
the underwriting agreement to be entered into among the Republic and the dealer managers in connection with
the cash offering.
The determination by the Republic of the consideration to be received by the bondholders and any other
calculation or quotation made with respect to the global bond offering shall be conclusive and binding on you,
absent manifest error.
See "Global Clearance and Settlement" for a description of settlement procedures.
Market for the Old Bonds and New Global Bonds
The Republic intends to cancel all old bonds acquired by it pursuant to the invitation. Accordingly, the
exchange of old bonds of any series pursuant to the invitation will reduce the aggregate original principal amount
of old bonds of that series that otherwise might trade in the public market, which could adversely affect the
liquidity and market value of the remaining old bonds of that series not offered or accepted pursuant to the
invitation. Old bonds not exchanged pursuant to the invitation will remain outstanding.
The New 2021 Bonds are a new issue of securities with no established trading market. The dealer managers
have advised the Republic that they intend to make a market in each series of the new global bonds but are not
obligated to do so and may discontinue market making at any time without notice. Application has been made to
admit the new global bonds to listing on the Official List of the Luxembourg Stock Exchange and to trading on
the Euro MTF Market. No assurance can be given as to the liquidity of the trading market for either series of the
new global bonds. The price at which each series of new global bonds will trade in the secondary market is
uncertain.
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Certain Other Matters
The Republic reserves the right following completion or cancellation of the global bond offering to offer to
exchange or buy old bonds or sell new securities (including additional new global bonds), or to issue a new
invitation to submit offers to exchange or sell old bonds or to purchase new securities, in each case on terms that
may be more or less favorable than those contemplated by this global bond offering. The making of any such
new offers and the making of any new invitation will depend on various factors, including interest rates
prevailing at such time and the original principal amount of old bonds retired pursuant to this invitation.
Notices
All notices will be mailed to the registered holders of the new global bonds. If a depositary is the registered
holder of the global bonds, each beneficial holder must rely on the procedures of the depositary and its
participants to receive notice, subject to any statutory or regulatory requirements.
So long as the new global bonds are traded on the Euro MTF, and the rules of the Luxembourg Stock
Exchange so require, all notices to the holders of the new global bonds will be published in a leading newspaper
of general circulation in Luxembourg or on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Information on the website of the Luxembourg Stock Exchange is not incorporated by reference into this listing
supplement. The Republic expects that it will initially make this publication on the website of the Luxembourg
Stock Exchange. If publication as described above is not practicable, notice will be considered to be validly given
if made in accordance with the rules of the Luxembourg Stock Exchange.
S-9

THE NEW GLOBAL BONDS
General Terms of the New Global Bonds
Issuer . . . . . . . . . . . . . . . . . . .
Republic of the Philippines.
Status of Bonds . . . . . . . . . . .
The new global bonds will be direct, unconditional, unsecured and general
obligations of the Republic. Except as otherwise described, the new 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 new 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 new
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 new global bonds and that Bangko
Sentral could in the future incur External Public Indebtedness secured by such
reserves without securing amounts payable under the new 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
new 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 new global bonds receive the amounts that would have been
received by them had no withholding or deduction been required. See
"Description of the Securities--Description of the Debt Securities--Additional
Amounts" in the accompanying prospectus. For a description of certain United
States tax aspects of the new global bonds, see "Taxation--United States Tax
Considerations" in the accompanying prospectus, and "Taxation--United States
Federal Income Taxation" in this listing supplement.
Collective Action
Clauses . . . . . . . . . . . . . . . . .
The new global bonds will contain provisions regarding default, acceleration,
voting on amendments, modifications, changes, waivers and future issues of new
global bonds that differ from those currently applicable to many of the
Republic's outstanding External Public Indebtedness. Under these provisions,
which are described in the section entitled "Collective Action Securities" on
page 113 of the accompanying prospectus, the Republic may, among other
things, amend the payment provisions of a series of new 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 new global bonds of that series.
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