Obligation Israëli 3.875% ( US46513JB429 ) en USD

Israëli

74.56 % ▲

Israel

US46513JB429 ( en USD )

3.875% par an ( paiement semestriel )

02/07/2050

Prospectus brochure de l'obligation Israel US46513JB429 en USD 3.875%, échéance 02/07/2050

46513JB42

03/07/2025 ( Dans 47 jours )

Israël est une nation du Moyen-Orient située sur la côte orientale de la mer Méditerranée, connue pour son histoire riche, sa diversité culturelle et son rôle géopolitique important.

L'Obligation émise par Israëli ( Israel ) , en USD, avec le code ISIN US46513JB429, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/07/2050

This Prospectus Supplement should be read in conjunction with the Prospectus dated June 1, 2018.

$5,000,000,000

State of Israel
$2,000,000,000 2.750% Bonds due July 3, 2030
$2,000,000,000 3.875% Bonds due July 3, 2050
$1,000,000,000 4.500% Bonds due April 3, 2120

This is an offering by the State of Israel ("Israel" or the "State of Israel") of an aggregate of $2,000,000,000 2.750% bonds due
2030 (the "2030 bonds"), $2,000,000,000 3.875% bonds due 2050 (the "2050 bonds") and $1,000,000,000 4.500% bonds due 2120
(the "2120 bonds" and, together with the 2030 bonds and the 2050 bonds, the "bonds").

The bonds will constitute direct, general, unconditional, unsecured and unsubordinated external indebtedness of the State of
Israel. The bonds will rank without preference among themselves and equally with all other unsecured and unsubordinated external
indebtedness of Israel and will be backed by the full faith and credit of Israel. It is understood that this provision shall not be construed
to require Israel to make payments under the bonds ratably with payments being made under any other external indebtedness of Israel.
Interest on the 2030 bonds will be payable semi-annually on January 3 and July 3 of each year, beginning on July 3, 2020. Interest on
the 2050 bonds will be payable semi-annually on January 3 and July 3 of each year, beginning on July 3, 2020. Interest on the 2120
bonds will be payable semi-annually on April 3 and October 3 of each year, beginning on October 3, 2020. The bonds will be issued
only in denominations of $200,000 and integral multiples of $1,000 above that amount.

This prospectus supplement and the accompanying prospectus constitute a prospectus for the purposes of Article 6 (3) of
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This prospectus supplement and the accompanying prospectus have
been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF"), as
competent authority under the Prospectus Regulation, on April 14, 2020. The CSSF assumes no responsibility as to the economic
and financial soundness of the transaction or the solvency of the State of Israel. The CSSF only approves this prospectus
supplement and the accompanying prospectus as meeting the standards of completeness, comprehensibility and consistency imposed
by the Prospectus Regulation. Such approval should not be considered as an endorsement of the quality of the bonds that are
the subject of this prospectus supplement and the accompanying prospectus. Investors should make their own assessment as to
the suitability of investing in the bonds. This prospectus supplement and the accompanying prospectus shall be valid until
April 14, 2021, the date that is 12 months after the date of such approval. The obligation to supplement this prospectus
supplement and the accompanying prospectus in the event of significant new factors, material mistakes or material inaccuracies
does not apply when this prospectus supplement and the accompanying prospectus are no longer valid. Application has been
made to list the bonds on the official list of the Luxembourg Stock Exchange and to have the bonds admitted to trading on
the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg), which is a regulated market for the
purposes of the Market in Financial Instruments Directive (2014/65/EU) (as amended, "MiFID II").

See the section entitled "Risk Factors" beginning on page S-7 for a discussion of certain factors you should consider before
investing in the bonds.

The bonds will be designated collective action securities and will, therefore, contain "collective action clauses", regarding
meetings of holders, acceleration of the bonds in an event of default and future modifications to the terms of the bonds. Some of these
provisions differ from those applicable to certain other series of bonds issued by the State of Israel. Under the provisions applicable to
the bonds, which are described beginning on page 5 of the accompanying prospectus, Israel may amend the payment provisions of the
bonds and other "reserve matters" with the consent of the holders of: (1) with respect to a single series of bonds, more than 75% of the

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aggregate principal amount outstanding of such series; (2) with respect to two or more series of bonds, if certain "uniformly
applicable" requirements are met, more than 75% of the aggregate principal amount of the outstanding bonds of all series affected by
the proposed modification, taken in the aggregate; or (3) with respect to two or more series of bonds, whether or not the "uniformly
applicable" requirements are met, more than 6623% of the aggregate principal amount of the outstanding bonds of all series affected
by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding bonds
of each series affected by the proposed modification, taken individually.

Per
Per
Per
2030
2050
2120

bond
Total

bond
Total

bond
Total

Public Offering Price

100.000% $2,000,000,000 100.000% $2,000,000,000 100.000% $1,000,000,000
Underwriting discounts

0.125% $
2,500,000
0.250% $
5,000,000
0.300% $
3,000,000
Proceeds to the State of Israel
(before expenses)

99.875% $1,997,500,000
99.750% $1,995,000,000
99.700% $ 997,000,000

The public offering prices set forth above do not include accrued interest, if any. Interest on the bonds will accrue from April 3,
2020 and must be paid by the purchaser if the bonds are delivered after April 3, 2020.

Neither the Securities and Exchange Commission (the "SEC") nor any regulatory body in the United States has approved
or disapproved of these securities or passed upon the accuracy of this prospectus supplement or the accompanying prospectus.
Any representation to the contrary is a criminal offense.

The bonds were delivered on April 3, 2020 (the "issue date") in book-entry form only to purchasers through The Depository Trust
Company, Clearstream Banking, Luxembourg, société anonyme, and the Euroclear System.

Joint Book-Running Managers

Barclays BofA Securities Citigroup Goldman Sachs & Co. LLC

Prospectus Supplement dated April 14, 2020

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TABLE OF CONTENTS

Page
Prospectus Supplement
NIS Exchange Rates

S-1

Fiscal Year

S-1

Official Statements

S-1

About this Prospectus Supplement

S-2

Forward-Looking Statements

S-3

Overview of the Offering

S-4

Risk Factors

S-7

Use of Proceeds

S-10

Recent Developments

S-11

Description of the Bonds

S-12

Taxation

S-19

Jurisdiction, Consent to Service and Enforceability

S-24

Underwriting

S-25

Stabilization

S-26

Offering Restrictions

S-27

Listing, Admission to Trading and General Information

S-30

Validity of the Bonds

S-32

Incorporation by Reference

S-32

Incorporation by Reference Cross-Reference Table

S-33

Page
Prospectus
Where You Can Find More Information

1

Use of Proceeds

1

Debt Securities

1

Governing Law

12

Plan of Distribution

12

Official Statements

13

Validity of the Debt Securities

13

Authorized Representative

13

S-i

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NIS EXCHANGE RATES

On March 30, 2020, the Bank of Israel foreign exchange rate for U.S. dollars was 3.5860 New Israeli Shekels, or NIS, per U.S.
dollar. References to dollar, "US$" or "$" in this prospectus supplement are to U.S. dollars and references to "NIS" or "shekel" are to
New Israeli Shekels. For a discussion of the convertibility of the NIS, see "Currency Protocol" and "Balance of Payments and Foreign
Trade -- Foreign Exchange Controls and International Reserves" in Exhibit D to Israel's Annual Report on Form 18-K for the fiscal
year ended December 31, 2018, as amended.

FISCAL YEAR

The fiscal year of the Government of Israel (the "Government") ends December 31. The twelve-month period that ended on
December 31, 2018 is referred to herein as "2018", and other years are referred to in a similar manner.

OFFICIAL STATEMENTS

Information included in this prospectus supplement and the accompanying prospectus, including the documents incorporated
herein and therein by reference, that is identified as being derived from a publication of Israel or one of its agencies or
instrumentalities or the Bank of Israel is included on the authority of that publication as a public official document of Israel or the
Bank of Israel. All other information in this prospectus supplement, the accompanying prospectus and in the registration statement,
other than the information included under the caption "Underwriting", is included as a public official statement made on the authority
of the Director General of the Ministry of Finance of Israel, in his official capacity.

S-1

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ABOUT THIS PROSPECTUS SUPPLEMENT

Israel accepts responsibility for the contents of this prospectus supplement and the accompanying prospectus, including the
documents incorporated herein and therein by reference. Israel further declares that, having taken all reasonable care to ensure that
such is the case, the information contained in this prospectus supplement and the accompanying prospectus is, to the best of its
knowledge, in accordance with the facts in all material respects and contains no material omission likely to affect its import.

A Current Description of the State of Israel is contained in Exhibit D to the Annual Report of the State of Israel on Form 18-K for
the fiscal year ended December 31, 2018, as amended. Such Annual Report on Form 18-K for the year ended December 31, 2018
(including its exhibits), as amended, is incorporated by reference in this prospectus supplement. There have been no material adverse
changes that would affect the information about the State of Israel included in the Current Description of the State of Israel contained
in such Exhibit D, as amended, through the date hereof.

Prospective investors should rely on the information provided in this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. No person is authorized by
Israel or the underwriters to make any representation or give any information not contained in this prospectus supplement, the
accompanying prospectus or the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus. Any such representation or information not contained in this prospectus supplement, the accompanying prospectus or the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus must not be relied upon as
having been authorized by Israel or the underwriters. Please see "Incorporation by Reference" and "Listing, Admission to Trading and
General Information -- Where You Can Find More Information" for information on the documents that are incorporated by reference
in this prospectus supplement and the accompanying prospectus.

Israel is not offering to sell or soliciting offers to buy any securities other than the bonds offered under this prospectus
supplement, nor is Israel offering to sell or soliciting offers to buy the bonds in places where such offers are not permitted by
applicable law. You should not assume that the information in this prospectus supplement or the accompanying prospectus, or the
information incorporated by reference in this prospectus supplement and the accompanying prospectus, is accurate as of any date other
than their respective dates. Israel's economic, fiscal or political circumstances may have changed since such dates.

The bonds described in this prospectus supplement are debt securities of Israel being offered under a registration statement filed
with the SEC under the U.S. Securities Act of 1933, as amended. The accompanying prospectus is part of that registration statement.
The accompanying prospectus provides you with a general description of the securities that Israel may offer, and this prospectus
supplement contains specific information about the terms of this offering and the bonds. This prospectus supplement also adds,
updates or changes information provided or incorporated by reference in the accompanying prospectus. Consequently, before you
invest, you should read this prospectus supplement together with the accompanying prospectus as well as the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus. See "Incorporation by Reference" and "Listing,
Admission to Trading and General Information -- Where You Can Find More Information" for information on the documents that are
incorporated by reference in this prospectus supplement and the accompanying prospectus. Those documents (such as Israel's Annual
Report on Form 18-K for 2018, as amended) contain information regarding Israel, the bonds and other relevant matters. The
registration statement, any post-effective amendments thereto, the various exhibits thereto, and the documents incorporated therein by
reference contain additional information about Israel and the bonds. Certain terms used but not defined in this prospectus supplement
are defined in the accompanying prospectus.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the bonds in certain
jurisdictions may be restricted by law. Persons who receive copies of this prospectus supplement and the accompanying prospectus
should inform themselves about and observe any of those restrictions. See "Underwriting" in this prospectus supplement.

This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus, may be used only for the purposes for which they have been produced in
connection with the offering of the bonds. Any use of this prospectus supplement and the accompanying prospectus, including the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus, other than in connection with
the offering of the bonds, is unauthorized.

S-2

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FORWARD-LOOKING STATEMENTS

Israel has made forward-looking statements in this prospectus supplement and the accompanying prospectus, including the
documents incorporated by reference herein and therein. Statements that are not historical facts are forward-looking statements.
Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "could", "should", "would" or similar terminology. Any forward-looking
statements in this prospectus supplement or the accompanying prospectus, including the documents incorporated by reference herein
and therein, are based on Israel's current plans, estimates, assumptions and projections, all of which may change or may not align with
actual results. Therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are
made, and Israel undertakes no obligation to update any of them in light of new information or future events.

Forward-looking statements involve inherent risks. Israel cautions you that many factors could affect the future performance of
the Israeli economy. These factors include, but are not limited to:

·
External factors, such as:

·
interest rates in financial markets outside Israel;

·
the impact of changes in the credit rating of Israel;

· the
global and regional security situation;

·
the effects of the outbreak of coronavirus (COVID-19);

· the
economic
growth and stability of Israel's major trading partners, including the United States and the European Union;

· the
global high-tech market; and

· regional economic and political conditions.

·
Internal factors, such as:

·
general economic and business conditions in Israel;

· the
security situation in Israel;

·
present and future exchange rates of the Israeli currency;

· foreign currency reserves;

·
the level of domestic debt;

· domestic
inflation;

·
the level of budget deficit;

·
the level of foreign direct and portfolio investment; and

·
the level of Israeli domestic interest rates.

S-3

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OVERVIEW OF THE OFFERING

The following overview should be read as an introduction to this prospectus supplement and is qualified in its entirety by, and
should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus supplement and the
accompanying prospectus, including the "Risk Factors" section and the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus. You should base any decision to invest in the bonds on consideration of this prospectus
supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, as a whole.

Issuer

State of Israel.

Title of Securities

$2,000,000,000 2.750% bonds due 2030.

$2,000,000,000 3.875% bonds due 2050.

$1,000,000,000 4.500% bonds due 2120.

Maturity Date

2030 bonds will mature on July 3, 2030.

2050 bonds will mature on July 3, 2050.

2120 bonds will mature on April 3, 2120.

Interest Rate

2.750% per annum for the 2030 bonds.

3.875% per annum for the 2050 bonds.

4.500% per annum for the 2120 bonds.

Interest Payment Dates

January 3 and July 3 of each year, starting July 3, 2020, for the 2030 bonds.

January 3 and July 3 of each year, starting July 3, 2020, for the 2050 bonds.

April 3 and October 3 of each year, starting October 3, 2020, for the 2120
bonds.

Price to Public

100.000% of the principal amount for the 2030 bonds.

100.000% of the principal amount for the 2050 bonds.

100.000% of the principal amount for the 2120 bonds.

In addition, purchasers will pay accrued interest, if any, from April 3, 2020.

Form

Israel will issue each series of bonds in the form of one or more book-entry
securities in fully registered form, without coupons. Israel will not issue the
bonds in bearer form.

Denominations

Israel will issue the bonds in denominations of $200,000 and integral multiples
of $1,000 above that amount.

Payment of Principal and Interest

Principal and interest on the bonds will be payable in U.S. dollars or other legal
tender, coin or currency of the United States of America.

Status and Ranking

The bonds will be direct, general, unconditional, unsecured and unsubordinated
external indebtedness of Israel. The bonds will rank without preference among
themselves and equally with all other unsecured and unsubordinated external
indebtedness of Israel. It is understood that this provision shall not be construed
to require Israel to make payments under the bonds ratably with payments being
made under any other external indebtedness of Israel.

Redemption; Sinking Fund

The bonds will not be redeemable prior to maturity and are not entitled to the
benefit of any sinking fund.

Default

The bonds will contain events of default, the occurrence of which may result in
the acceleration of Israel's obligations under the bonds prior to maturity upon
notice by holders of at least 25% of the aggregate principal amount of the

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outstanding bonds of the relevant series. See "Debt Securities -- Collective
Action Securities Issued On or After January 5, 2016 -- Default" and "--
Acceleration of Maturity" in the accompanying prospectus.

S-4

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Collective Action Securities

The bonds will be designated Collective Action Securities under the Fiscal
Agency Agreement, dated as of March 13, 2000, as amended by Amendment
No. 1 thereto, dated as of February 24, 2004, and Amendment No. 2 thereto,
dated as of January 5, 2016 and, as such, will contain provisions regarding
acceleration and voting on amendments, modifications, changes and waivers
that differ from those applicable to certain other series of bonds issued by the
State of Israel. Under these provisions, which are described in the section "Debt
Securities -- Collective Action Securities Issued On or After January 5, 2016"
in the accompanying prospectus, Israel may amend the payment provisions of
the bonds and other "reserve matters" with the consent of the holders of: (1)
with respect to a single series of debt securities, more than 75% of the aggregate
principal amount outstanding of such series; (2) with respect to two or more
series of debt securities, if certain "uniformly applicable" requirements are met,
more than 75% of the aggregate principal amount of the outstanding debt
securities of all series affected by the proposed modification, taken in the
aggregate; or (3) with respect to two or more series of debt securities, whether or
not the "uniformly applicable" requirements are met, more than 6623% of the
aggregate principal amount of the outstanding debt securities of all series
affected by the proposed modification, taken in the aggregate, and more than
50% of the aggregate principal amount of the outstanding debt securities of each
series affected by the proposed modification, taken individually. Certain of these
actions may be taxable events requiring holders to recognize gain or loss for
U.S. federal income tax purposes. See "Taxation -- United States" in this
prospectus supplement.

Use of Proceeds

Israel will use the net proceeds from the sale of the bonds offered hereby,
estimated to be US$4,989,225,000 after deducting underwriting discounts and
offering expenses payable by Israel, for the general purposes of the State of
Israel. See "Use of Proceeds."

Listing and Listing Agent

Application will be made to list the bonds on the official list and admit the
bonds to trade on the Regulated Market of the Luxembourg Stock Exchange.
The Luxembourg listing agent will be Banque Internationale à Luxembourg,
société anonyme.

Fiscal Agent

The bonds will be issued pursuant to a Fiscal Agency Agreement dated as of
March 13, 2000, as amended by Amendment No. 1 to Fiscal Agency Agreement
dated as of February 24, 2004, and Amendment No. 2 to Fiscal Agency
Agreement dated as of January 5, 2016, between Israel and Citibank, N.A., as
fiscal agent, paying agent, transfer agent and registrar.

Taxation

For a discussion of the material Israeli and United States federal income tax
consequences associated with the bonds, see "Taxation" in this prospectus
supplement and "Debt Securities -- Taxation by Israel; Additional Amounts" in
the accompanying prospectus. Investors should consult their own tax advisors in
determining the U.S. federal, state and local, non-U.S. and other tax
consequences to them of the purchase, ownership and disposition of the bonds.

S-5

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Further Issuances

From time to time, without the consent of holders of the bonds, and subject to
the required approvals under Israeli law, Israel may create and issue additional
debt securities with the same terms and conditions as those of the bonds (or the
same except for the amount of the first interest payment); provided that, if such
additional debt securities are not fungible with the outstanding bonds for U.S.
federal income tax purposes, such additional debt securities will have a separate
CUSIP or other identifying number. See "Description of the Bonds -- Further
Issuances of Debt Securities of a Series."

Governing Law

The bonds will be governed by the laws of the State of New York, except with
respect to the authorization and execution of the bonds, which will be governed
by the laws of the State of Israel.

Risk Factors

There are certain risks relating to the issue of the bonds, which investors should
ensure they fully understand. See "Risk Factors."

Where a claim relating to the information contained in this prospectus supplement or the accompanying prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the place of jurisdiction, have to bear the costs of
translating this prospectus supplement and the accompanying prospectus before the legal proceedings are initiated.

S-6

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