Obligation IBRD 0% ( XS2184855372 ) en USD

IBRD

100 % ▲

Etas-Unis

XS2184855372 ( en USD )

08/07/2022 - Obligation échue

Prospectus brochure de l'obligation IBRD XS2184855372 en USD 0%, échue

200 000 USD

40 000 000 USD

L'Obligation émise par IBRD ( Etas-Unis ) , en USD, avec le code ISIN XS2184855372, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/07/2022

Final Terms dated 2 June 2020

International Bank for Reconstruction and Development

Issue of
US$ 40,000,000 Floating Rate Notes due 8 July 2022
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 / 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:
101166

(ii)
Tranche Number:
1
3.
Specified Currency or Currencies
United States Dollars ("US$")
(Condition 1(d)):
4.
Aggregate Nominal Amount:

(i)
Series:
US$ 40,000,000

(ii)
Tranche:
US$ 40,000,000
5.
(i)
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount

(ii)
Net proceeds:
US$ 39,991,600
6.
Specified Denominations
US$ 200,000
(Condition 1(b)):
7.
Issue Date:
8 June 2020
8.
Maturity Date (Condition 6(a)):
8 July 2022
9.
Interest Basis (Condition 5):
Floating Rate
(further particulars specified below in Term 16)
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:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Floating Rate Note Provisions

(Condition 5(b)):
(i) Interest Period(s):
As set forth in Condition 5(l)
(ii)
Specified Interest Payment
8 January, 8 April, 8 July and 8 October of each year, from
Dates:
and including 8 July 2020, to and including the Maturity
Date, 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)
London and New York

(Condition 5(l)):
(vi)
Manner in which the
ISDA Determination
Rate(s) of Interest is/are to
be determined:
(vii)
Party responsible for
Citibank, N.A., London Branch
calculating the Rate(s) of
Interest and Interest
Amount(s):
(viii) ISDA Determination

(Condition 5(b)(ii)(B)):

Floating Rate Option:
Benchmark, as defined, and subject to the fall back provisions
and other terms relating to the method of calculating interest
on Floating Rate Notes, in Term 16(xiii) below.
With regard to LIBOR, if, on a Reset Date, such rate does not
appear on the relevant Reuters Screen at the relevant time and
no Benchmark Transition Event (as defined in Term 16(xiii)
below) has occurred, the rate in respect of such Reset Date
will be determined in accordance with the procedures set
forth in "USD-LIBOR-Reference Banks" as defined in the
ISDA Definitions, provided that, with respect to such defined
term: (a) the "Designated Maturity" shall be 3 months
(except for the first Interest Period which shall be 1 month);
(b) "Representative Amount" shall mean US$ 40,000,000;
(c) "Calculation Agent" shall mean Citibank, N.A., London
Branch; and (d) if no major bank in New York City provides
any rates, a Benchmark Transition Event and related
Benchmark Replacement Date will be deemed to have
occurred on such Reset Date.

Designated Maturity:
3 months (except for the first Interest Period which shall be
1 month)

Reset Date:
The first day of each Interest Period
2

(ix)
Margin(s):
Minus 0.05 per cent. per annum, subject to the fall back
provisions and other terms relating to the method of
calculating interest on Floating Rate Notes in Term 16(xiii)
below.
(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,
If a Benchmark Transition Event and its related Benchmark
rounding provisions,
Replacement Date shall have occurred prior to the Reference
denominator and any other
Time for any determination of the then-current Benchmark,
terms relating to the
the Benchmark Replacement for the then-current Benchmark
method of calculating
shall be selected and, unless and until another Benchmark
interest on Floating Rate
Replacement Date occurs, such determination and all
Notes, if different from
subsequent determinations will be made using the Benchmark
those set out in the
Replacement as of the Reference Time for such Benchmark
Conditions:
Replacement.
"Benchmark" means, initially, USD-LIBOR-BBA (with a 6-
month designated maturity); provided that if a Benchmark
Transition Event and its related Benchmark Replacement
Date shall have occurred with respect to USD-LIBOR-BBA
or the then-current Benchmark, then the term "Benchmark"
shall mean the applicable Benchmark Replacement.
"Benchmark Replacement" means the Interpolated
Benchmark for the then-current Benchmark; provided that if
IBRD or its designee cannot determine the Interpolated
Benchmark as of the Benchmark Replacement Date, then
"Benchmark Replacement" shall mean the first alternative set
forth in the order below that can be determined by IBRD or
its designee as of the Benchmark Replacement Date:

(1) the sum of: (a) the Endorsed Replacement Rate for a
Corresponding Tenor (or, if there is no Corresponding
Tenor, the Interpolated Benchmark) and (b) the
applicable Benchmark Replacement Adjustment;

(2) the sum of: (a) Compounded SOFR and (b) the
applicable Benchmark Replacement Adjustment;

(3) the sum of: (a) the alternate, substitute or successor
rate as shall have been selected, endorsed or
recommended by the Relevant Governmental Body as
the replacement for the then-current Benchmark for
the applicable Corresponding Tenor (or, if there is no
Corresponding Tenor, the Interpolated Benchmark)
and (b) the applicable Benchmark Replacement
Adjustment;

(4) the sum of: (a) the ISDA Fallback Rate and (b) the
applicable Benchmark Replacement Adjustment;
3

provided, further, that:

if the Benchmark Replacement cannot be determined in
accordance with clause (1), (2), (3) above as of the
Benchmark Replacement Date and IBRD, or its designee, (a)
shall have determined, in its sole discretion, that the
Benchmark Replacement determined in accordance with
clause (4) above, if any, is not an industry-accepted successor
rate for determining the rate of interest as a replacement to the
then-current Benchmark for floating rate note issuances at
such time and (b) shall have selected, in its sole discretion, as
of the Benchmark Replacement Date an alternate rate of
interest to replace the Benchmark that is an industry-accepted
successor rate for determining a rate of interest as a
replacement to the Benchmark for floating rate notes at such
time, then the Benchmark Replacement shall be the rate so
determined in clause (b), plus the applicable Benchmark
Replacement Adjustment; provided, further, that if the
Benchmark Replacement cannot be determined in accordance
with clauses (a) and (b), then the Rate of Interest will be the
Rate of Interest as determined in accordance with Terms 16(i)
through 16(xiii) as of the last preceding Reset Date.

"Benchmark Replacement Adjustment" means the first
alternative set forth in the order below that can be determined
by IBRD or its designee 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 shall have been
selected, endorsed 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, then the
ISDA Fallback Adjustment;

(3) the spread adjustment, or method for calculating or
determining such spread adjustment, (which may be a
positive or negative value or zero) determined by
IBRD or its designee, in its sole discretion to produce
a Benchmark Replacement that is an industry-
accepted successor rate for 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 definition of "Interest Period," timing and frequency of
determining rates and making payments of interest, changes
to the definition of "Corresponding Tenor" solely when such
4

tenor is longer than the Interest Period and other
administrative matters) that IBRD or its designee decides may
be appropriate to reflect the adoption of such Benchmark
Replacement in a manner substantially consistent with market
practice (or, if IBRD or its designee decides that adoption of
any portion of such market practice is not administratively
feasible or if IBRD or its designee determines that no market
practice for use of the Benchmark Replacement exists, in such
other manner as IBRD or its designee determines is
reasonably necessary).

"Benchmark Replacement Date" means the earliest to
occur of the following events with respect to the then-current
Benchmark:

(1) for purposes of clauses (1) and (2) of the definition of
"Benchmark Transition Event," the later of (a) the
date of such public statement or publication of
information referenced therein and (b) the date on
which the administrator of the relevant Benchmark
permanently or indefinitely ceases to provide such
Benchmark,

(2) for purposes of clause (3) of the definition of
"Benchmark Transition Event," the date of the public
statement or publication of information referenced
therein.

For the avoidance of doubt, if the event giving 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:

(1) a public statement or publication of information by or
on behalf of the administrator of such Benchmark
announcing that such administrator has ceased or will
cease to provide such Benchmark, permanently or
indefinitely, provided that, at the time of the statement
or publication, there is no successor administrator that
will continue to provide such Benchmark;

(2) a public statement or publication of information by the
regulatory supervisor for the administrator of such
Benchmark, the central bank for the currency of such
Benchmark, an insolvency official with jurisdiction
over the administrator for such Benchmark, a
resolution authority with jurisdiction over the
5

administrator for such Benchmark or a court or an
entity with similar insolvency or resolution authority
over the administrator for such Benchmark, which
states that the administrator of such Benchmark has
ceased or will cease to provide such Benchmark
permanently or indefinitely, provided that, at the time
of the statement or publication, there is no successor
administrator that will continue to provide such
Benchmark;

(3) a public statement or publication of information by the
regulatory supervisor for the administrator of such
Benchmark, or by such other relevant competent
authority or official body in any of the European
Union, the United Kingdom or the United States,
announcing that such Benchmark is no longer
representative or may no longer be used.

"Compounded SOFR" means the compounded average of
SOFRs for the applicable Corresponding Tenor, with the rate,
or methodology for this rate, and conventions for this rate
(which will be compounded in arrear with a lookback and/or
suspension period as a mechanism to determine the interest
amount payable prior to the end of each Interest Period) being
established by IBRD or its designee in accordance with:

(1) the rate, or methodology for this rate, and conventions
for this rate selected or recommended by the Relevant
Governmental Body for determining compounded
SOFR; provided that:

(2) if, and to the extent that, IBRD or its designee
determines that Compounded SOFR cannot be
determined in accordance with clause (1) above, then
the rate, or methodology for this rate, and conventions
for this rate that have been selected by IBRD or its
designee giving due consideration to any industry-
accepted market practice for U.S. dollar denominated
floating rate notes at such time.

Notwithstanding the foregoing, Compounded SOFR will
include a suspension period of five business days at the end
of each Interest Period during which SOFR will not reset as a
mechanism to determine the interest amount payable prior to
the end of each Interest Period.

"business day(s)", without further specification or
qualification, means such reference to business day(s) as
customarily referred to in the context of the relevant
Benchmark or determination thereof.

"Corresponding Tenor" with respect to a Benchmark
Replacement means a tenor (including overnight) having
6

approximately the same length (disregarding business day
adjustments) as the applicable tenor for the then-current
Benchmark.

"Endorsed Replacement Rate" means the forward-looking
term rate based on SOFR that shall have been selected,
endorsed or recommended as the replacement forward-
looking term rate for the then-current Benchmark by the
Relevant Governmental Body (or, if no forward-looking term
SOFR rate has been so selected, endorsed or recommended,
then such other forward-looking term rate that shall have been
selected, endorsed or recommended as the replacement
forward-looking term rate for the then-current Benchmark by
the Relevant Governmental Body).

"Federal Reserve Bank of New York's Website" means the
website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source.

"Federal Reserve Board" means the Board of Governors of
the Federal Reserve System.

"Interpolated Benchmark" with respect to any Benchmark
means the rate determined for the Corresponding Tenor
through the process of linear interpolation between: (1) the
Benchmark for the longest period (for which the Benchmark
is available) that is shorter than the Corresponding Tenor and
(2) the Benchmark for the shortest period (for which the
Benchmark is available) that is longer than the Corresponding
Tenor.

"ISDA" means the International Swaps and Derivatives
Association, Inc. or any successor thereto.

"ISDA Definitions" means the 2006 ISDA Definitions
published by ISDA, as amended or supplemented from time
to time, or any successor definitional booklet for interest rate
derivatives published by ISDA 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 (as defined in the ISDA Definitions) with
respect to the Benchmark for the applicable tenor.

"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 Event
(as defined in the ISDA Definitions) with respect to the
Benchmark for the applicable tenor excluding the applicable
ISDA Fallback Adjustment.

7

The "USD-LIBOR-BBA (with a 6-month designated
maturity)" means the rate for deposits in U.S. Dollars for a
period of three month which appears on the Reuters Screen
LIBOR01 Page as of 11:00 a.m., London time, on the day that
is two London Banking Days preceding the relevant Reset
Date. If such rate does not appear on the Reuters Screen
LIBOR01 Page, the rate for that Reset Date will be
determined in accordance with the fallback specified in the
ISDA Definitions.

If a Benchmark Transition Event and its related Benchmark
Replacement Date shall have occurred prior to the Reference
Time for any determination of the then-current Benchmark,
the Benchmark Replacement for the then-current Benchmark
shall be selected and, unless and until another Benchmark
Replacement Date occurs, such determination and all
subsequent determinations will be made using the Benchmark
Replacement as of the Reference Time for such Benchmark
Replacement.

"may no longer be used" means that any authorization,
registration, recognition, endorsement, equivalence decision,
approval or inclusion in any official register in respect of the
Benchmark or the administrator of the Benchmark has not
been, or will not be, obtained or has been, or will be, rejected,
refused, suspended or withdrawn by a relevant competent
authority or official body in any of the European Union, the
United Kingdom or the United States with the result that any
person subject to the rules, regulations or jurisdiction of such
authority or body is not, or will not be, permitted under
applicable law or regulation to use the Benchmark in
connection with financial transactions such as the issuance of
debt securities or entry into, or performance of obligations
under, derivative contracts.

"Reference Time" with respect to any determination of a
Benchmark means (1) if the Benchmark is USD-LIBOR-
BBA (with a 6-month designated maturity), 11:00 a.m.,
London time, on the day that is two London banking days
preceding the relevant reset date, and (2) if the Benchmark is
not USD-LIBOR-BBA (with a 6-month designated maturity),
the time determined by IBRD or its designee in accordance
with 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.

"SOFR" means the daily Secured Overnight Financing Rate
provided by the Federal Reserve Bank of New York, as the
administrator of the benchmark, (or a successor
8

administrator) on the Federal Reserve Bank of New York's
Website.

"Unadjusted Benchmark Replacement" means the
Benchmark Replacement excluding the applicable
Benchmark Replacement Adjustment.
PROVISIONS RELATING TO REDEMPTION
17. Final Redemption Amount of each US$ 200,000 per Specified Denomination
Note (Condition 6):
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)):
Registered Notes:

Global Registered Certificate available on Issue Date
20. New Global Note:
No
21. Financial Centre(s) or other
London and New York
special provisions relating to
payment dates (Condition 7(h)):
22. Governing law (Condition 14):
English
23. Other final terms:
The first sentence of Condition 7(a)(ii) is hereby replaced by
the following: "Interest (which for the purpose of this
Condition 7(a) shall include all Instalment Amounts other
than final Instalment Amounts) on Registered Notes shall be
paid to the person shown on the Register at the close of
business on the calendar day before the due date for payment
thereof (the "Record Date")."
DISTRIBUTION
24. (i)
If syndicated, names of
Not Applicable
Managers and underwriting
commitments:

(ii)
Stabilizing Manager(s) (if
Not Applicable
any):
25. If non-syndicated, name of Dealer: Merrill Lynch International
26. Total commission and concession: 0.021 per cent. of the Aggregate Nominal Amount
27. Additional selling restrictions:
Not Applicable
28. MiFID II product governance / Directive 2014/65/EU (as amended, "MiFID II") product
Professional investors and ECPs
governance / Professional investors and eligible
target market:
counterparties ("ECPs") target market
Solely for the purposes of the manufacturer's product
approval process, the target market assessment in respect of
the Notes has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional
clients, each as defined in MiFID II; and (ii) all channels for
9

distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturer's target
market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or
refining the manufacturer's target market assessment) and
determining appropriate distribution channels.
IBRD does not fall under the scope of application of the
MiFID II package. Consequently, IBRD does not qualify as
an "investment firm", "manufacturer" or "distributor" for the
purposes of MiFID II.
For the purposes of this provision, the term "manufacturer"
means the Dealer.
OPERATIONAL INFORMATION
29. ISIN Code:
XS2184855372
30. Common Code:
218485537
31. Delivery:
Delivery against payment
32. Registrar and Transfer Agent (if
Citibank, N.A., London Branch
any):
33. Intended to be held in a manner
No
which would allow Eurosystem
eligibility:
GENERAL INFORMATION

IBRD's most recent Information Statement was issued on September 24, 2019.
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
10