Obligation Filipinas 5% ( US718286BW60 ) en USD

Filipinas

100 % ▲

Philippines

US718286BW60 ( en USD )

5% par an ( paiement semestriel )

12/01/2037

Prospectus brochure de l'obligation Philippines US718286BW60 en USD 5%, échéance 12/01/2037

200 000 USD

1 500 000 000 USD

718286BW6

13/07/2026 ( Dans 135 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 US718286BW60, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/01/2037

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 15, 2010
US$1,500,000,000
Republic of the Philippines
5.00% Global Bonds due 2037
The Republic of the Philippines (the "Republic") will pay interest on the global bonds on January 13 and July 13
in each year. The first interest payment on the global bonds will be made on July 13, 2012 in respect of the
period from (and including) January 13, 2012 to (but excluding) July 13, 2012. The Republic may not redeem the
global bonds prior to their maturity. The global bonds will mature at par on January 13, 2037.
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. Under these provisions, which are described in the section entitled "Collective Action Securities"
on page 108 of the accompanying prospectus dated December 15, 2010, 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 ("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.
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 13, 2012.
Per Bond
Total
Price to investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.00% US$1,500,000,000
Underwriting discounts and commissions . . . . . . . . . . . . . .
0.05% US$
750,000
Proceeds, before expenses, to the Republic . . . . . . . . . . . . .
99.95% 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
Deutsche Bank
Standard Chartered Bank
Joint Lead Managers and Joint Bookrunners
Citigroup Credit Suisse
Deutsche Bank Goldman Sachs
HSBC
J.P. Morgan
Standard
UBS
Chartered Bank
The date of this prospectus supplement is January 4, 2012

[THIS PAGE INTENTIONALLY LEFT BLANK]
S-2

TABLE OF CONTENTS
Prospectus Supplement
Pages
Prospectus
Pages
Introductory Statements . . . . . . . . . . . . . . . . . . . .
S-4
Certain Defined Terms and Conventions . .
iii
Summary of the Offering . . . . . . . . . . . . . . . . . . .
S-5
Forward-Looking Statements . . . . . . . . . . .
iii
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Data Dissemination . . . . . . . . . . . . . . . . . . .
iv
Recent Developments . . . . . . . . . . . . . . . . . . . . . .
S-9
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . .
iv
Description of the Global Bonds . . . . . . . . . . . . .
S-28
Prospectus Summary . . . . . . . . . . . . . . . . . .
1
Global Clearance and Settlement . . . . . . . . . . . . .
S-31
Republic of the Philippines . . . . . . . . . . . . .
7
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-34
Description of the Securities . . . . . . . . . . . .
96
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Collective Action Securities . . . . . . . . . . . .
108
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-40
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
General Information . . . . . . . . . . . . . . . . . . . . . . .
S-40
Plan of Distribution . . . . . . . . . . . . . . . . . . .
120
Validity of the Securities . . . . . . . . . . . . . . .
121
Authorized Representative in the United
States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
Experts; Official Statements and
Documents . . . . . . . . . . . . . . . . . . . . . . . . . .
121
Further Information . . . . . . . . . . . . . . . . . . .
121
Debt Tables of the Republic of the
Philippines . . . . . . . . . . . . . . . . . . . . . . . . . .
T-1
S-3

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-36.
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.
Unless otherwise indicated, all references in this prospectus supplement to "PHP," "Philippine pesos,"
"pesos," "(Peso)" or "P" are to the lawful national currency of the Philippines, and those to "dollars,"
"US dollars," "US$" or "$" are to the lawful currency of the United States of America.
All references in this prospectus 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.
S-4

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$1,500,000,000 5.00% Global Bonds due 2037.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . The global bonds will bear interest at 5.00% from January 13, 2012,
payable semi-annually in arrears.
Interest Payment Dates . . . . . . . . . . . . January 13 and July 13 of each year, payable to the persons who are
registered holders thereof at the close of business on the preceding
January 8 or July 8, as applicable, whether or not a business day. The
first interest payment will be made on July 13, 2012 in respect of the
period from (and including) January 13, 2012 to (but excluding)
July 13, 2012.
Maturity Date . . . . . . . . . . . . . . . . . . . . January 13, 2037.
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.
S-5

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 108 of the accompanying
prospectus dated December 15, 2010, 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.
S-6

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 will use the net proceeds from the sale of the global
bonds for the 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.
S-7

USE OF PROCEEDS
The Republic will use the net proceeds from the sale of the global bonds for the general purposes of the
Republic, including budgetary support.
S-8

RECENT DEVELOPMENTS
The information in this section supplements the information about the Republic that is included in the
accompanying prospectus dated December 15, 2010.
Recent Political Developments
State of the Nation Address
On July 25, 2011, President Benigno Aquino delivered his second State of the Nation Address. The
President highlighted the current administration's efforts against corruption and abuses of power by Government
officials, noting that the number of wasteful Government projects had been reduced. The Republic also recorded
a reduction in rice imports as a result of an increase in domestic rice production and the elimination of
unnecessary stockpiling. Government programs also alleviated hunger and poverty among Filipino families in
2011; however, approximately 1.6 million impoverished families continue to receive Government assistance.
The President also noted that over the past year, the Republic's credit rating had been upgraded by Moody's,
Standard and Poor's, Fitch, and the Japan Credit Rating Agency. These upgrades enabled the Government to
reduce its borrowing costs in the first four months of 2011. The President also noted that the Philippine Stock
Exchange ("PSE") composite index had recorded seven record highs in the previous 12 months. In addition,
increased investor confidence in the energy sector was reflected in the participation of 140 companies in the
bidding process for oil and gas sites as part of the 2011 Philippine Energy Contracting Round ("PECR"),
compared to only 35 companies participating in the 2006 PECR.
Philippine Development Plan
On May 28, 2011, the National Economic and Development Authority ("NEDA") unveiled the
Government's Philippine Development Plan ("PDP") for 2011 to 2016. The PDP provides targets and strategies
to build sustainable and inclusive growth, focusing on five key result areas: good governance and anti-corruption;
human development and poverty reduction; economic development; security, justice and peace; and climate
change adaptation and mitigation. To achieve these results, the PDP emphasizes investments in infrastructure,
transparency in Government and responsive governance, improved social services and social protection,
enhancing competitiveness in the productive sectors to generate employment and improving access to financing.
The Government has begun implementing certain aspects of the PDP, including the approval of a National
Climate Change Action Plan focusing on water governance, improvement of fish yields and other programs to
address the impacts of climate change.
Efforts against Corruption
Arrest of Former President Arroyo
On November 18, 2011, former President Gloria Macapagal-Arroyo was arrested on charges of electoral
sabotage related to the 2007 Senate elections. At the time of her arrest, Mrs. Arroyo had been admitted in a hospital,
claiming a rare bone disease. On November 15, 2011, Mrs. Arroyo had attempted to leave the Philippines to receive
medical treatment abroad, citing the Supreme Court of the Philippines' decision granting her the right to leave the
country. However, Government officials, on the strength of a watch list order, prevented her from departing. An
arrest warrant was issued on November 18, 2011 by a lower court after the Philippine Commission on Elections
filed charges alleging Mrs. Arroyo had ordered large-scale tampering with official election returns in the 2007
Senate elections, which helped win a seat in the Senate for one of her supporters. The Government's case against
Mrs. Arroyo for alleged electoral sabotage is now pending before the lower court.
Impeachment of Supreme Court Chief Justice Corona
On December 12, 2011, the House of Representatives impeached Renato Corona, Chief Justice of the
Supreme Court of the Philippines. The impeachment followed a series of decisions by the Supreme Court that
S-9

hindered the Government's efforts to prevent former President Arroyo from leaving the Philippines for medical
care. The impeachment complaint accuses Corona of, among other charges, improperly issuing decisions that
favored Mrs. Arroyo, including the decisions to allow Mrs. Arroyo to leave the Philippines. The complaint also
accuses Corona of failing to disclose all of his properties, in violation of administrative rules applicable to
Supreme Court Justices.
The impeachment complaint has been sent to the Senate, which will hold a trial to determine if Corona
should be removed from his position. The trial is expected to begin in January 2012.
Military Corruption Allegations
In January 2011, President Aquino ordered the Department of Justice to investigate allegations of corruption
within the Armed Forces of the Philippines ("AFP") after retired Philippine Army Colonel George Rabusa
testified in a Senate hearing that various AFP chiefs of staff had embezzled millions of pesos during their
respective tenures. Colonel Rabusa specifically alleged that Angelo Reyes, former Chief of Staff of the AFP
under former President Arroyo, illegally received P50 million as a "retirement gift" when he retired in 2001.
These allegations follow earlier reports of military officials embezzling portions of soldiers' salaries and a
mutiny by a group of junior military officers in 2003 over alleged corruption in the AFP. On April 14, 2011,
Colonel Rabusa filed complaints for plunder against three previous AFP chiefs of staff. These complaints remain
pending before the Philippine Department of Justice.
Internal Conflict with Rebel Groups
On January 1, 2011, a new AFP security plan called "Bayanihan" (meaning "spirit of unity") took effect.
Bayanihan replaced the "Oplan Bantay Laya" campaign launched in 2002. The new campaign focuses on
non-combat operations targeted to eliminate poverty and other causes of rebellion, while pursuing peace talks
with communist groups and the Moro Islamic Liberation Front ("MILF"). The plan is scheduled to remain in
effect until 2016.
Moro Islamic Liberation Front
On January 14, 2011, the Government announced that formal peace talks with the MILF would resume for
the first time since negotiations stalled in 2008. On February 7, 2011, it was reported that one of the MILF's
senior commanders, Ameril Umbra Kato, led a faction that separated from the MILF. Despite this development,
peace talks proceeded as planned in Malaysia on February 9 and 10, 2011. During those talks the MILF
submitted a "comprehensive compact" of proposals to the Government in an effort to conclude its demand for
self-determination in Mindanao. Both sides agreed to retain an international peace monitoring team to uphold a
ceasefire as negotiations continue. The Government and the MILF met again on August 22 and 23, 2011, during
which meeting the Government submitted its formal counterproposal to the comprehensive compact submitted
by the MILF. The MILF rejected this plan and stated that it would refuse to hold further direct talks with the
Government until it agreed to discuss the MILF's demand for an autonomous Muslim sub-state in the southern
Philippines. On October 19, 2011, 19 AFP troops were killed in a firefight with MILF rebels in the southern
province of Basilan. Despite this clash, the Government and the MILF resumed peace talks in early December
2011, and discussions between the two sides are ongoing.
Communists and Affiliated Groups
On December 14, 2010, ten soldiers from the AFP were killed in a raid by suspected members of the New
People's Army ("NPA") in Northern Samar province. The AFP has also stated that NPA members fired at AFP
troops on December 23, 2010, in violation of a ceasefire agreement that was to be effective between the
Government and the NPA from December 16, 2010 to January 3, 2011. An NPA spokesperson refuted the AFP's
claim and accused AFP troops of launching their own attacks in violation of the ceasefire.
S-10