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REPUBLIC of the PHILIPPINES Form 424B5 Filed 2017-01-19

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SECURITIES AND EXCHANGE COMMISSION FORM 424B5 Prospectus filed pursuant to Rule 424(b)(5) Filing Date: 2017-01-19 SEC Accession No. 0001193125-17-012979 (HTML Version on secdatabase.com) FILER REPUBLIC OF THE PHILIPPINES Mailing Address Business Address DEPT. OF FINANCE 556 FIFTH AVE CIK:1030717| IRS No.: 000000000 CORNER PABLO PHILIPPINE CONSULATE Type: 424B5 | Act: 33 | File No.: 333-208780 | Film No.: 17535249 OCAMPO, SR STREET GENERAL SIC: 8888 Foreign governments MANILA, PHILIPPINES NEW YORK NY 10036 MANILA R6 1004 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-208780 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 11, 2016 US$2,000,000,000 Republic of the Philippines 3.70% Global Bonds due 2042 The Republic of the Philippines (the Republic) will pay interest on the global bonds on February 2 and August 2 in each year. The first interest payment on the global bonds will be made on August 2, 2017 in respect of the period from (and including) February 2, 2017 to (but excluding) August 2, 2017. The Republic may not redeem the global bonds prior to their maturity. The global bonds will mature at par on February 2, 2042. 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 Republics outstanding External Public Indebtedness (as defined in the accompanying prospectus dated February 11, 2016). Under these provisions, which are described in the section entitled Collective Action Securities on page 140 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 (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 (DTC), Clearstream Banking, S.A. (Clearstream, Luxembourg), and Euroclear Bank, S.A./N.V. (Euroclear or the Euroclear System ), on or about February 2, 2017. 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 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Citigroup Credit Suisse Deutsche Bank Securities Standard UBS Chartered Bank The date of this prospectus supplement is January 18, 2017 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents [THIS PAGE INTENTIONALLY LEFT BLANK] S-2 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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-35 Global Clearance and Settlement S-38 Taxation S-41 Underwriting S-44 Conflicts of Interest S-45 Legal Matters S-52 General Information S-52 Prospectus Pages Certain Defined Terms and Conventions ii Forward-Looking Statements iii Data Dissemination iv Use of Proceeds iv Ratings iv Prospectus Summary Republic of the Philippines 1 General 1 Government and Politics 1 Economy 2 Republic of the Philippines 5 History, Land and People 5 Government 8 International Relations 26 Natural Disasters 34 Philippine Economy 36 GDP and Major Financial Indicators 44 Principal Sectors of the Economy 50 Prices, Employment and Wages 57 Savings 64 Balance of Payments 64 Monetary System 95 The Philippine Financial System 101 The Philippine Securities Markets 109 Public Finance 110 The Government Budget 115 Debt 117 Description of the Securities 128 Description of the Debt Securities 128 Description of the Warrants 137 Limitations on Issuance of Bearer Debt Securities 138 Ranking Provisions of the Debt Securities 139 Collective Action Securities 140 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Taxation 144 Plan of Distribution 154 Validity of the Securities 156 Authorized Representative in the United States 156 Experts; Official Statements and Documents 156 Further Information 156 Debt Tables of the Republic of the Philippines T-1 S-3 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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 SecuritiesDescription of the Debt SecuritiesJurisdiction 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-44. 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. S-4 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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 3.70% Global Bonds due 2042. The global bonds will bear interest at 3.70% from February 2, 2017, payable Interest semi-annually in arrears.
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