Obligation IBRD-Global 0% ( US459058JJ33 ) en USD

IBRD-Global

100.09 % ▲

Etats-unis

US459058JJ33 ( en USD )

17/09/2025

Prospectus brochure de l'obligation IBRD US459058JJ33 en USD 0%, échéance 17/09/2025

459058JJ3

La Banque internationale pour la reconstruction et le développement (IBRD), membre du Groupe de la Banque mondiale, fournit des prêts et des services consultatifs aux pays à revenu intermédiaire et à revenu faible pour soutenir leur développement économique.

L'Obligation émise par IBRD-Global ( Etats-unis ) , en USD, avec le code ISIN US459058JJ33, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/09/2025

EXECUTION VERSION

Final Terms dated September 15, 2020

International Bank for Reconstruction and Development

Issue of

US$1,500,000,000 SOFR Index-Linked Floating Rate Notes due September 18, 2025

under the
Global Debt Issuance Facility

Terms used herein shall be deemed to be defined as such for the purposes of the terms and
conditions (the "Conditions") set forth in the Prospectus dated May 28, 2008. This document
constitutes the Final Terms of the Notes described herein and must be read in conjunction with such
Prospectus.

MiFID II product governance / Retail investors, professional investors and ECPs target
market See Term 28 below.
SUMMARY OF THE NOTES
1.
Issuer:
International Bank for Reconstruction and Development
("IBRD")

2.
(i)
Series Number:
101215

(ii) Tranche Number:
1

3.
Specified Currency or Currencies
United States Dollar ("US$")
(Condition 1(d)):

4.
Aggregate Nominal Amount:

(i) Series:
US$1,500,000,000

(ii) Tranche:
US$1,500,000,000

5.
(i)
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount

(ii)
Net Proceeds:
US$1,498,125,000

6.
Specified Denominations
US$1,000 and integral multiples thereof

(Condition 1(b)):

7. Issue Date:
September 18, 2020

8.
Maturity Date (Condition 6(a)):
September 18, 2025
9.
Interest Basis (Condition 5):
Floating Rate
(further particulars specified below)

DC_LAN01:385749.2

10. Redemption/Payment Basis
Redemption at par
(Condition 6):

11. Change of Interest or
Not Applicable
Redemption/Payment Basis:

12. Call/Put Options (Condition 6):
Not Applicable

13. Status of the Notes (Condition 3):
Unsecured and unsubordinated

14. Listing:
Luxembourg Stock Exchange

15. Method of distribution:
Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16. Floating Rate Note Provisions
Applicable
(Condition 5(b)):

(i) Interest Period(s):
As set out in Condition 5(l)

(ii) Specified Interest Payment
March 18, June 18, September 18 and December 18 in each
Date(s):
year, from and including December 18, 2020, to and
including the Maturity Date, in each case subject to
adjustment in accordance with the Business Day Convention
specified below

(iii) Interest Period Dates:
Each Specified Interest Payment Date
(iv) Business Day Convention:
Following

(v) Business Centre(s):
New York

(vi) Manner in which the Rate(s) of
ISDA Determination
/Interest is/are to be determined:
(vii) Party responsible for calculating Citibank N.A., London Branch
the Rate(s) and Interest

Amount(s)
(the "Calculation Agent"):
(viii) ISDA Determination

(Condition 5(b)(ii)(B)):
- Floating Rate Option:
Compounded SOFR, as defined, and subject to the fall-back
provisions, in Term 16(xiii) below.
- Reset Date:
The first day of each Interest Period
- U.S. Government
Any day, except for a Saturday, Sunday or a day on which
Securities Business Day:
the Securities Industry and Financial Markets Association
recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading
in U.S. government securities.

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- Interest Determination
The date five U.S. Government Securities Business Days
Date:
before each Specified Interest Payment Date.

(ix) Margin(s):
Plus 0.31 per cent. per annum

(x) Minimum Rate of Interest:
0.00 per cent. per annum

(xi) Maximum Rate of Interest:
Not Applicable

(xii) Day Count Fraction
Actual/360
(Condition 5(l)):

(xiii) Fall back provisions,
Subject to the Compounded SOFR Fallback Provisions
rounding provisions,
below, for any Interest Period, "Compounded SOFR" will
denominator and any other
be calculated by the Calculation Agent on each Interest
terms relating to the method
Determination Date as follows and the resulting percentage
of calculating interest on
will be rounded, if necessary, to the fourth decimal place of
Floating Rate Notes, if
a percentage point, 0.00005 being rounded upwards:
different from those set out in
the Conditions:

where:
"Observation Period" means, in respect of such Interest
Period, the period from, and including, the date which is five
U.S. Government Securities Business Days preceding the
first date of such Interest Period to, but excluding, the date
which is five U.S. Government Securities Business Days
preceding the Interest Payment Date for such Interest Period
(or in the final Interest Period, the Maturity Date).
"SOFR IndexStart" means the SOFR Index value on the day
which is five U.S. Government Securities Business Days
preceding the first date of such Interest Period.
"SOFR IndexEnd" means the SOFR Index value on the day
which is five U.S. Government Securities Business Days
preceding the Interest Payment Date relating to such Interest
Period (or in the final Interest Period, the Maturity Date).
"dc" means the number of calendar days in the Observation
Period relating to such Interest Period.
"SOFR Administrator" means the Federal Reserve Bank
of New York ("NY Fed") as administrator of the secured
overnight financing rate ("SOFR") (or a successor
administrator of SOFR)
"SOFR Index" in relation to any U.S. Government
Securities Business Day shall be the value published by the
SOFR Administrator on its website (on or about 3:00 p.m.
(New York Time) on such U.S. Government Securities
Business Day (the "SOFR Index Determination Time").
Currently, the SOFR Administrator publishes the SOFR
Index
on
its
website
at

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https://apps.newyorkfed.org/markets/autorates/sofr-avg-
ind. In the event that the value originally published by the
SOFR Administrator on or about 3:00 p.m. (New York
Time) on any U.S. Government Securities Business Day is
subsequently corrected and such corrected value is
published by the SOFR Administrator on the original date
of publication, then such corrected value, instead of the
value that was originally published, shall be deemed the
SOFR Index as of the SOFR Index Determination Time in
relation to such U.S. Government Securities Business Day.
Compounded SOFR Fallback Provisions:
SOFR Index Unavailable:
If a SOFR IndexStart or SOFR IndexEnd is not published on
the associated Interest Determination Date and a Benchmark
Transition Event and its related Benchmark Replacement
Date have not occurred with respect to SOFR Index or
SOFR, "Compounded SOFR" means, for the applicable
Interest Period for which such index is not available, the rate
of return on a daily compounded interest investment
calculated by the Calculation Agent in accordance with the
formula for SOFR Averages, and definitions required for
such formula, published on the SOFR Administrator's
website at https://www.newyorkfed.org/markets/treasury-
repo-reference-rates-information. For the purposes of this
provision, references in the SOFR Averages compounding
formula and related definitions to "calculation period" shall
be replaced with "Observation Period" and the words "that
is, 30-, 90-, or 180- calendar days" shall be removed. If the
daily SOFR ("SOFRi") does not so appear for any day, "i"
in the Observation Period, SOFRi for such day "i" shall be
SOFR published in respect of the first preceding U.S.
Government Securities Business Day for which SOFR was
published on the SOFR Administrator's website.
Effect of a Benchmark Transition Event:
If the Issuer determines on or prior to the relevant Reference
Time that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to
the then-current Benchmark, the Benchmark Replacement
will replace the then-current Benchmark for all purposes
relating to the Notes in respect of all determinations on such
date and for all determinations on all subsequent dates.
In connection with the implementation of a Benchmark
Replacement, the Issuer will have the right to make
Benchmark Replacement Conforming Changes from time to
time.
Any determination, decision or election that may be made
by the Issuer pursuant to this section, including any
determination with respect to a tenor, rate or adjustment or
of the occurrence or non-occurrence of an event,

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circumstance or date and any decision to take or refrain from
taking any action or any selection:
(1) will be conclusive and binding absent manifest error;
(2) will be made in the sole discretion of the Issuer; and
(3) notwithstanding anything to the contrary in the
documentation relating to the Notes described herein,
shall become effective without consent from the holders
of the Notes or any other party.
"Benchmark" means, initially, SOFR Index; provided that
if the Issuer determines on or prior to the Reference Time
that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to
SOFR Index (or the published daily SOFR used in the
calculation thereof) then "Benchmark" means the applicable
Benchmark Replacement for the SOFR Index; and provided
further that if the Issuer determines on or prior to the
Reference Time that a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred with
respect to the then-current Benchmark (or the daily
published component used in the calculation thereof), then
"Benchmark" means the applicable Benchmark
Replacement for the then-current Benchmark.
"Benchmark Replacement" means the first alternative set
forth in the order below that can be determined by the Issuer
as of the Benchmark Replacement Date.
(1) the sum of: (a) the alternate rate of interest that has
been selected or recommended by the Relevant
Governmental Body as the replacement for the then-
current Benchmark and (b) the Benchmark Replacement
Adjustment;
(2) the sum of: (a) the ISDA Fallback Rate and (b) the
Benchmark Replacement Adjustment; or
(3) the sum of: (a) the alternate rate of interest that has
been selected by the Issuer as the replacement for the
then-current Benchmark giving due consideration to any
industry-accepted rate of interest as a replacement for
the
then-current
Benchmark
for
U.S.
dollar-
denominated floating rate notes at such time and (b) the
Benchmark Replacement Adjustment;
Provided that, if a Benchmark Replacement Date has
occurred with regard to the daily published component used
in the calculation of a Benchmark, but not with regard to the
Benchmark itself, "Benchmark Replacement" means the
references to the alternatives determined in accordance with
clauses (1), (2) or (3) above for such daily published
components.

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DC_LAN01:385749.2

"Benchmark Replacement Adjustment" means the first
alternative set forth in the order below that can be
determined by the Issuer as of the Benchmark Replacement
Date:
(1) the spread adjustment, or method for calculating or
determining such spread adjustment, (which may be a
positive or negative value or zero) that has been selected
or recommended by the Relevant Governmental Body
for the applicable Unadjusted Benchmark Replacement;
(2)
if
the
applicable
Unadjusted
Benchmark
Replacement is equivalent to the ISDA Fallback Rate,
the ISDA Fallback Adjustment; or
(3) the spread adjustment (which may be a positive or
negative value or zero) that has been selected by the
Issuer giving due consideration to any industry-accepted
spread adjustment, or method for calculating or
determining
such
spread
adjustment,
for
the
replacement of the then-current Benchmark (or the daily
published component used in the calculation thereof)
with
the
applicable
Unadjusted
Benchmark
Replacement for U.S. dollar-denominated floating rate
notes at such time.
"Benchmark Replacement Conforming Changes" means,
with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to
the timing and frequency of determining rates and making
payments of interest, rounding of amounts or tenors, and
other administrative matters) that the Issuer decides may be
appropriate to reflect the adoption of such Benchmark
Replacement in a manner substantially consistent with
market practice (or, if the Issuer decides that adoption of any
portion of such market practice is not administratively
feasible or if the Issuer determines that no market practice
for use of the Benchmark Replacement exists, in such other
manner as the Issuer determines is reasonably necessary);
provided that, for the avoidance of doubt, if a Benchmark
Replacement Date has occurred with regard to the daily
published component used in the calculation of a
Benchmark, but not with regard to the Benchmark itself,
"Benchmark Replacement Conforming Changes" shall also
mean that the Issuer may calculate the Benchmark
Replacement for such Benchmark in accordance with the
formula for and method of calculating such Benchmark last
in effect prior to Benchmark Replacement Date affecting
such component, substituting the affected component with
the relevant Benchmark Replacement for such component.
"Benchmark Replacement Date" means the earliest to
occur of the following events with respect to the then-current
Benchmark (or the daily published component used in the
calculation thereof):

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DC_LAN01:385749.2

(1) in the case of clause (1) or (2) of the definition of
"Benchmark Transition Event," the later of (a) the date
of the public statement or publication of information
referenced therein and (b) the date on which the
administrator of the Benchmark permanently or
indefinitely ceases to provide the Benchmark (or such
component); or
(2) in the case of clause (3) of the definition of
"Benchmark Transition Event," the later of (x) the date
of the public statement or publication of information
referenced therein and (y) the first date on which such
Benchmark (or such component) is no longer
representative per such statement or publication.
For the avoidance of doubt, if the event that gives rise to the
Benchmark Replacement Date occurs on the same day as,
but earlier than, the Reference Time in respect of any
determination, the Benchmark Replacement Date will be
deemed to have occurred prior to the Reference Time for
such determination.
"Benchmark Transition Event" means the occurrence of
one or more of the following events with respect to the then-
current Benchmark (or the daily published component used
in the calculation thereof):
(1) a public statement or publication of information by
or on behalf of the administrator of the Benchmark (or
such component) announcing that such administrator
has ceased or will cease to provide the Benchmark (or
such component), permanently or indefinitely, provided
that, at the time of such statement or publication, there
is no successor administrator that will continue to
provide the Benchmark (or such component); or
(2) a public statement or publication of information by
the regulatory supervisor for the administrator of the
Benchmark (or such component), the central bank for
the currency of the Benchmark (or such component), an
insolvency official with jurisdiction over the
administrator for the Benchmark (or such component),
a resolution authority with jurisdiction over the
administrator for the Benchmark (or such component)
or a court or an entity with similar insolvency or
resolution authority over the administrator for the
Benchmark, which states that the administrator of the
Benchmark (or such component) has ceased or will
cease to provide the Benchmark (or such component)
permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor
administrator that will continue to provide the
Benchmark (or such component); or
(3) a public statement or publication of information by
the regulatory supervisor for the administrator of the
Benchmark announcing (A) that such Benchmark (or its

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DC_LAN01:385749.2

component) is no longer, or as of a specified future date
will no longer be, capable of being representative, or is
non-representative, of the underlying market and
economic reality that such Benchmark (or its
component) is intended to measure as required by
applicable law or regulation and as determined by the
regulatory supervisor in accordance with applicable law
or regulation and (B) that the intention of that statement
or publication is to engage contractual triggers for
fallbacks activated by pre-cessation announcements by
such supervisor (howsoever described) in contracts.
"ISDA Definitions" means the 2006 ISDA Definitions
published by the International Swaps and Derivatives
Association, Inc. or any successor thereto, as amended or
supplemented from time to time, or any successor
definitional booklet for interest rate derivatives published
from time to time.
"ISDA Fallback Adjustment" means the spread
adjustment (which may be a positive or negative value or
zero) that would apply for derivatives transactions
referencing the ISDA Definitions to be determined upon the
occurrence of an index cessation event with respect to the
Benchmark (or the daily published component used in the
calculation thereof).
"ISDA Fallback Rate" means the rate that would apply for
derivatives transactions referencing the ISDA Definitions to
be effective upon the occurrence of an index cessation date
with respect to the Benchmark (or the daily published
component used in the calculation thereof) for the applicable
tenor excluding the applicable ISDA Fallback Adjustment.
"Reference Time" with respect to any determination of the
Benchmark (or the daily published component used in the
calculation thereof) means (1) if the Benchmark is SOFR
Index, the SOFR Index Determination Time, and (2) if the
Benchmark is not SOFR Index, the time determined by the
Issuer after giving effect to the Benchmark Replacement
Conforming Changes.
"Relevant Governmental Body" means the Federal
Reserve Board and/or the Federal Reserve Bank of New
York, or a committee officially endorsed or convened by the
Federal Reserve Board and/or the Federal Reserve Bank of
New York or any successor thereto.
"Unadjusted Benchmark Replacement" means the
Benchmark Replacement excluding the Benchmark
Replacement Adjustment.

PROVISIONS RELATING TO REDEMPTION

17. Final Redemption Amount of each
US$1,000 per minimum Specified Denomination
Note (Condition 6):

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DC_LAN01:385749.2

18. Early Redemption Amount
As set out in the Conditions
(Condition 6(c)):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

19. Form of Notes (Condition 1(a)):
Fed Bookentry Notes:

Fed Bookentry Notes available on Issue Date

20. New Global Note:
No

21. Financial Centre(s) or other special
New York
provisions relating to payment dates

(Condition 7(h)):
22. Governing law (Condition 14):
New York

23. Other final terms:
Not Applicable

DISTRIBUTION

24. (i) If syndicated, names of
BMO Capital Markets Corp.:
US$414,000,000
Managers and underwriting
RBC Capital Markets, LLC:
US$414,000,000
commitments:
Wells Fargo Securities LLC:
US$414,000,000
CastleOak Securities, L.P.:
US$258,000,000

(ii) Stabilizing Manager(s) (if any): Not Applicable

25. If non-syndicated, name of Dealer:
Not Applicable

26. Total commission and concession:
0.125 per cent. of the Aggregate Nominal Amount

27. Additional selling restrictions:
Not Applicable

OPERATIONAL INFORMATION

28. ISIN Code:
US459058JJ33

29. Common Code:
223257950

30. CUSIP:
459058JJ3

31. Any clearing system(s) other than
Bookentry system of the Federal Reserve Banks; Euroclear
Euroclear Bank SA/NV, Clearstream Bank SA/NV; Clearstream Banking S.A.
Banking S.A. and The Depository
Trust Company and the relevant
identification number(s):

32. Delivery:
Delivery against payment

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DC_LAN01:385749.2

33. Intended to be held in a manner
Not Applicable
which would allow Eurosystem
eligibility:

GENERAL INFORMATION
IBRD's most recent Information Statement was issued on September 24, 2019.

SUPPLEMENTAL PROSPECTUS INFORMATION

Managers are represented by Sullivan & Cromwell LLP. From time to time Sullivan &
Cromwell LLP performs legal services for IBRD.

LISTING APPLICATION

These Final Terms comprise the final terms required for the admission to the Official List of
the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's regulated
market of the Notes described herein issued pursuant to the Global Debt Issuance Facility of
International Bank for Reconstruction and Development.

USE OF PROCEEDS

Supporting sustainable development in IBRD's member countries

The net proceeds from the sale of the Notes will be used by IBRD to finance sustainable
development projects and programs in IBRD's member countries (without being committed or
earmarked for lending to, or financing of, any particular projects or programs). Prior to use, the net
proceeds will be invested by IBRD's Treasury in accordance with IBRD's liquid asset management
investment policies. IBRD's financing is made available solely to middle-income and creditworthy
lower-income member countries who are working in partnership with IBRD to eliminate extreme
poverty and boost shared prosperity, so that they can achieve equitable and sustainable economic
growth in their national economies and find sustainable solutions to pressing regional and global
economic and environmental problems. Projects and programs supported by IBRD are designed to
achieve a positive social impact and undergo a rigorous review and internal approval process aimed
at safeguarding equitable and sustainable economic growth.
IBRD integrates the following five global themes into its lending activities helping its
borrowing members create sustainable development solutions: climate change; gender;
infrastructure, public-private partnerships and guarantees; knowledge management, and fragility,
conflict and violence.
IBRD's administrative and operating expenses are covered entirely by IBRD's various sources
of revenue (net income) consisting primarily of interest margin, equity contribution and investment
income (as more fully described in the Information Statement).

RISK FACTORS
The Prospectus and these Final Terms do not describe all of the risks and other
ramifications of an investment in the Notes. An investment in the Notes entails significant risks not
associated with an investment in a conventional fixed rate or floating rate debt security. Investors
should consult their own financial and legal advisors about the risks associated with an investment
in the Notes and the suitability of investing in the Notes in light of their particular circumstances,
and possible scenarios for economic, interest rate and other factors that may affect their
investment.

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