Obligation IBRD 0% ( XS2368221680 ) en USD

IBRD

100 % ▲

Etas-Unis

XS2368221680 ( en USD )

29/04/2024 - Obligation échue

Prospectus brochure de l'obligation IBRD XS2368221680 en USD 0%, échue

250 000 USD

185 000 000 USD

L'Obligation émise par IBRD ( Etas-Unis ) , en USD, avec le code ISIN XS2368221680, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/04/2024

PROSPECTUS SUPPLEMENT dated July 19, 2021

INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT

US$185,000,000
Floating Rate Catastrophe-Linked Capital at Risk Notes
due December 29, 2023

This prospectus supplement (this "Prospectus Supplement") is issued to provide information with respect to the proposed
issuance by International Bank for Reconstruction and Development ("IBRD" or "Issuer") of Floating Rate Catastrophe-
Linked Capital at Risk Notes due December 29, 2023 (the "Notes"). As described herein, if one or more Named Storm
Events occur with respect to the Notes, all or a portion of the Outstanding Nominal Amount of the Notes may be reduced by
one or more Principal Reductions. Any such Principal Reduction would lead to a reduction (possibly to zero) in the interest
(except with respect to days on or before July 23, 2022) and the redemption amount (if any) payable on the Notes.
This Prospectus Supplement supplements the terms and conditions in, and incorporates by reference, the accompanying
Prospectus dated May 28, 2008, and all documents incorporated by reference therein, as supplemented by the Capital at Risk
Notes Prospectus Supplement dated March 1, 2014, attached hereto (as so supplemented, the "Prospectus"), and should be
read in conjunction with the Prospectus. Unless otherwise defined in this Prospectus Supplement, terms used herein have the
same meaning as in the accompanying Prospectus. For a detailed description of the terms of the Notes, see Annex A to this
Prospectus Supplement.
Interest on the Notes will accrue on the Outstanding Nominal Amount of the Notes, except that the Risk Margin portion of
interest will accrue on the Aggregate Nominal Amount of the Notes from and including the Issue Date, to and including July
23, 2022, and thereafter will accrue on the Outstanding Nominal Amount of the Notes (which may be zero). Interest will be
payable in arrears on the (A) 29th day of each month, from and including August 29, 2021, to and including November 29,
2023, as well as on the Scheduled Maturity Date, and in the case of an Extension Event, on each Extended Maturity Date,
and, in each case, if such day is not a Business Day, on the next succeeding Business Day. In the case of a Mandatory
Redemption Event, accrued interest will be paid on the Redemption Amount Payment Date, and no further interest will be
paid with respect to the Notes.

Investing in the Notes is speculative and involves a high degree of risk including the risk of a total loss of principal amount of
the Notes. See "Additional Risk Factors" beginning on page PT-21 of this Prospectus Supplement, "Risk Factors"
beginning on page 14 of the Prospectus dated May 28, 2008 and "Risk Factors" beginning on page 1 of the Capital at Risk
Notes Prospectus Supplement dated March 1, 2014 for a discussion of certain factors to be considered in connection with an
investment in the Notes.

THE NOTES ARE EXEMPTED SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND THEREFORE THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES LAWS. NOTWITHSTANDING THE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, THE NOTES WILL BE OFFERED AND
SOLD ONLY TO INVESTORS WHO (I) ARE "QUALIFIED INSTITUTIONAL BUYERS" WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") AND (II) ARE RESIDENTS OF AND PURCHASING IN,
AND WILL HOLD THE NOTES IN, A PERMITTED U.S. JURISDICTION OR A PERMITTED NON-U.S. JURISDICTION
(AND MEET THE OTHER REQUIREMENTS SET FORTH UNDER "NOTICE TO INVESTORS" IN THIS PROSPECTUS
SUPPLEMENT). THE NOTES ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS
DESCRIBED UNDER "NOTICE TO INVESTORS" IN THIS PROSPECTUS SUPPLEMENT. EACH PURCHASER OF THE
NOTES IN MAKING ITS PURCHASE WILL BE DEEMED TO HAVE MADE CERTAIN ACKNOWLEDGMENTS,

REPRESENTATIONS AND AGREEMENTS AS LISTED UNDER "NOTICE TO INVESTORS" IN THIS PROSPECTUS
SUPPLEMENT.

The Notes will be offered by Aon Securities LLC and Swiss Re Capital Markets Corporation, as initial purchasers of the
Notes (the "Managers"), subject to receipt and acceptance by each Manager and subject to each Manager's rights to reject
any order in whole or in part. The Notes will be delivered in book-entry form against payment therefor in immediately
available funds.

Aon Securities LLC
Joint Structuring Agent, Joint Manager and Joint Bookrunner
Swiss Re Capital Markets
Joint Structuring Agent, Joint Manager and Joint Bookrunner
_______________________________________________
The date of this Prospectus Supplement is July 19, 2021.

The rate of interest applicable to the Notes for each day will be a per annum rate equal to Compounded SOFR for
the applicable Interest Period (determined as described below) plus the Funding Margin plus the Risk Margin, subject to a
minimum per annum rate equal to the Risk Margin. See "Overview--The Notes--Interest--Amounts of interest" and
"Overview--The Notes--Interest--Rate of interest".

For each Interest Period, accrued interest on the Notes will be calculated as the sum of the Daily Interest Amounts
for each day in such Interest Period.

The "Daily Interest Amount" for each Calculation Amount for the Notes shall equal:

(a) for each day from and including the Issue Date to and including July 23, 2022, one three hundred sixtieth (1/360)
times the sum of (A) and (B):

(A) the greater of (x) the fraction the numerator of which is the Outstanding Nominal Amount of the Notes as of
the first day of such Interest Period (after giving effect to any Principal Reduction on such date) and the
denominator of which is the Aggregate Nominal Amount of the Notes times US$1,000 times the sum of (A)
Compounded SOFR for such Interest Period and (B) the Funding Margin and (y) zero (0), and

(B) the applicable Risk Margin on such day times US$1,000; and

(b) for each day after July 23, 2022 to but excluding the Maturity Date, one three hundred sixtieth (1/360) times the
sum of (A) and (B):

(A) the greater of (x) the fraction the numerator of which is the Outstanding Nominal Amount of the Notes as of
the first day of such Interest Period (after giving effect to any Principal Reduction and/or Partial Repayment
on such date) and the denominator of which is the Aggregate Nominal Amount of the Notes times US$1,000
times the sum of (A) Compounded SOFR for such Interest Period and (B) the Funding Margin and (y) zero
(0); and

(B) the applicable Risk Margin on such day times the fraction the numerator of which is the Outstanding
Nominal Amount of the Notes as of the first day of the Interest Period (after giving effect to any Principal
Reduction and/or Partial Repayment on such date) and the denominator of which is the Aggregate Nominal
Amount of the Notes times US$1,000.

If the Outstanding Nominal Amount of the Notes is reduced to zero (US$0) on any Principal Reduction Date prior to
the Specified Interest Payment Date scheduled to occur on July 29, 2022, IBRD must pay the Residual Interest Amount for
the Notes on such Principal Reduction Date in addition to the payment of accrued interest with respect to the Interest Period
ending on such Principal Reduction Date, and no further interest will be paid with respect to the Notes.

An Extension Event may occur with respect to the Notes, pursuant to which the maturity of the Notes would be
extended, and in the case of a Partial Extension, the Outstanding Nominal Amount of the Notes would be redeemed in part,
on the Scheduled Maturity Date or the relevant Extended Maturity Date at a price equal to 100% of the Outstanding Nominal
Amount of the Notes to be partially redeemed (together with accrued interest, if any). See "Overview--The Notes--
Redemption Terms"

The net proceeds from the sale of the Notes will be used as described under "Use of Proceeds".

IBRD will enter into a Risk Transfer Agreement with the Government of Jamaica with respect to the Notes. If a
Principal Reduction occurs with respect to the Notes, IBRD will be obligated to pay to the Government of Jamaica, pursuant
to the Risk Transfer Agreement, an amount equal to such Principal Reduction. See "The Risk Transfer Transaction--The Risk
Transfer Agreement".

It is expected that delivery of the Notes will be made against payment therefor on or about the Issue Date, which
will be four (4) business days following July 19, 2021 (the "Trade Date") (such settlement being referred to as "T+4"). You
should note that trading of the Notes on the Trade Date or the next succeeding business day may be affected by the T+4
settlement. See "Plan of Distribution".

iii

This Prospectus Supplement has been prepared for use in connection with the proposed offering of Notes,
which is exempt from registration under the Securities Act, solely for purposes of enabling an investor to consider the
purchase of the Notes offered hereby. Its use for any other purpose is not authorized. Any reproduction or
distribution of this Prospectus Supplement, in whole or in part, or any disclosure of its contents, or the use of any
information contained herein for any purposes other than considering an investment in the Notes, is prohibited. The
information contained in this Prospectus Supplement has been provided by IBRD, AIR Worldwide Corporation and
the other sources identified herein. No representation or warranty, express or implied, is made by the Managers or
AIR Worldwide Corporation (other than the AIR Expert Risk Analysis Report) as to the accuracy or completeness of
such information, and nothing contained in this Prospectus Supplement is, or shall be relied upon as, a promise or
representation by any such person, whether as to the past or the future. The Managers have not independently
verified any of such information, and the Managers do not assume any responsibility for its accuracy or completeness.
Each offeree of the Notes, by accepting delivery of this Prospectus Supplement, agrees to the foregoing.

IBRD ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT, EXCEPT FOR THE INFORMATION CONTAINED IN APPENDIX I ("AIR EXPERT RISK
ANALYSIS"), APPENDIX II ("AIR EXPERT RISK ANALYSIS RESULTS") AND THE AIR DATA FILE, AND, TO
THE BEST KNOWLEDGE AND BELIEF OF IBRD (WHICH HAS TAKEN ALL REASONABLE CARE TO ENSURE
THAT SUCH IS THE CASE), SUCH INFORMATION IS IN ACCORDANCE WITH THE FACTS AND DOES NOT
OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION. IBRD EXPRESSLY DISCLAIMS
RESPONSIBILITY FOR THE CONTENTS OF ANY EVENT REPORT, AND FOR ANY OTHER ACTION THAT MAY
BE TAKEN BY THE EVENT CALCULATION AGENT.

AIR WORLDWIDE CORPORATION ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED
IN THE AIR EXPERT RISK ANALYSIS, AIR EXPERT RISK ANALYSIS RESULTS AND AIR DATA FILE (SUBJECT
TO THE LIMITATIONS AND DISCLAIMERS IN RESPECT THEREOF SET FORTH IN THIS PROSPECTUS
SUPPLEMENT, INCLUDING, BUT NOT LIMITED TO, THE SECTION ENTITLED "AIR DISCLAIMERS", AND THE
SECTION ENTITLED "ADDITIONAL RISK FACTORS--RISKS RELATING TO AIR AND CERTAIN OTHER RISKS"
BEGINNING ON PAGE PT-27 HEREOF); AND AIR WORLDWIDE CORPORATION HAS TAKEN REASONABLE
CARE AND IS OF THE BELIEF THAT THE AIR EXPERT RISK ANALYSIS, AIR EXPERT RISK ANALYSIS
RESULTS AND AIR DATA FILE ARE IN ACCORDANCE WITH THE FACTS AND IS NOT AWARE OF THE
OMISSION OF ANY MAJOR CRITICAL FEATURE LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION.
EACH OF THE AIR EXPERT RISK ANALYSIS, AIR EXPERT RISK ANALYSIS RESULTS AND AIR DATA FILE IS
INCLUDED IN THIS PROSPECTUS SUPPLEMENT IN THE FORM AND CONTEXT IN WHICH IT APPEARS AND
AIR WORLDWIDE CORPORATION HAS CONSENTED TO THE INCLUSION OF THE AIR EXPERT RISK
ANALYSIS, AIR EXPERT RISK ANALYSIS RESULTS AND AIR DATA FILE IN THE FORM AND CONTEXT IN
WHICH THEY ARE INCLUDED IN THIS PROSPECTUS SUPPLEMENT. SUBJECT TO THE FOREGOING, AIR
MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO ANY PERSON, AS TO THE
ACCURACY OR COMPLETENESS OF ANY INFORMATION SET FORTH IN THIS PROSPECTUS SUPPLEMENT
OR ANY SUPPLEMENT HERETO, INCLUDING INFORMATION PROVIDED IN THE AIR EXPERT RISK
ANALYSIS REPORT.

AN INVESTMENT IN THE NOTES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"ADDITIONAL RISK FACTORS" HEREIN. THE NOTES ARE SPECULATIVE AND INVESTORS BEAR THE RISK
THAT THEY COULD LOSE ALL OR A PORTION OF THE PRINCIPAL AMOUNT OF, AND INTEREST ON, THE
NOTES IF THERE ARE ONE OR MORE NAMED STORM EVENT(S) RESULTING IN PRINCIPAL REDUCTIONS
WITH RESPECT TO THE NOTES.

THE NOTES ARE COMPLEX INSTRUMENTS AND ARE INTENDED FOR SALE ONLY TO INVESTORS
CAPABLE OF UNDERSTANDING THE RISKS ENTAILED IN SUCH INSTRUMENTS. ALL INVESTORS SHOULD
HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE
CAPABLE OF EVALUATING THE MERITS AND RISKS OF INVESTING IN AND HOLDING THE NOTES. AN
INVESTMENT IN THE NOTES SHOULD BE MADE ONLY BY INVESTORS WHO ARE ABLE AND PREPARED TO
BEAR THE SUBSTANTIAL RISKS OF INVESTING THEREIN, INCLUDING A COMPLETE LOSS OF PRINCIPAL
AMOUNT OF THE NOTES. POTENTIAL INVESTORS IN THE NOTES ARE STRONGLY ENCOURAGED TO
CONSULT WITH THEIR FINANCIAL, LEGAL, TAX AND OTHER ADVISORS BEFORE MAKING ANY
INVESTMENT DECISION.

THIS PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE NOTES OFFERED HEREBY, NOR DOES IT
iv

CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE NOTES, TO ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION
TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT, NOR ANY SALE MADE
HEREUNDER OR THEREUNDER, SHALL UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR
ANY U.S. STATE OR FOREIGN SECURITIES LAWS. THE NOTES ARE SUBJECT TO SUBSTANTIAL
RESTRICTIONS ON TRANSFER AS DESCRIBED UNDER "NOTICE TO INVESTORS".

THE NOTES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES
FEDERAL OR STATE OR FOREIGN SECURITIES COMMISSION, INSURANCE OR OTHER REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE NOTES OFFERED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED TO ANY PERSON (I) IN ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES
OTHER THAN THE PERMITTED U.S. JURISDICTIONS OR (II) IN ANY JURISDICTION OUTSIDE OF THE UNITED
STATES OTHER THAN THE PERMITTED NON-U.S. JURISDICTIONS, AND IN EACH CASE, THE NOTES MAY
ONLY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO INVESTORS THAT ARE
"QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A (AND MEET THE OTHER
REQUIREMENTS SET FORTH UNDER THE "NOTICE TO INVESTORS" SECTION HEREIN), AND IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE PERMITTED U.S. JURISDICTIONS AND
ALL APPLICABLE SECURITIES LAWS OF THE PERMITTED NON-U.S. JURISDICTIONS. NONE OF IBRD, ANY
MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION THAT THE OFFER,
SALE, PLEDGE OR TRANSFER OF THE NOTES IS PERMITTED UNDER THE LAW OF ANY PERMITTED U.S.
JURISDICTION OR ANY PERMITTED NON-U.S. JURISDICTION.

THIS PROSPECTUS SUPPLEMENT CONTAINS DESCRIPTIONS BELIEVED TO BE ACCURATE WITH
RESPECT TO THE MATERIAL TERMS OF CERTAIN DOCUMENTS, BUT REFERENCE IS MADE TO THE
ACTUAL DOCUMENTS, INCLUDING WITHOUT LIMITATION THE EVENT CALCULATION AGENT
AGREEMENT AND THE TERMS OF THE NOTES AS SET FORTH IN ANNEX A HERETO FOR COMPLETE
INFORMATION WITH RESPECT THERETO, AND SUCH DESCRIPTIONS ARE QUALIFIED IN THEIR ENTIRETY
BY SUCH REFERENCE. COPIES OF SUCH DOCUMENTS MAY BE OBTAINED AS PER THE INSTRUCTIONS SET
FORTH IN THE SECTION "AVAILABLE INFORMATION" HEREIN BY A NOTEHOLDER OR A PROSPECTIVE
NOTEHOLDER (WHO IS A PERMITTED TRANSFEREE).

THERE IS NO MARKET FOR THE NOTES AND THERE IS NO ASSURANCE THAT A MARKET WILL
DEVELOP. NO MANAGER OR ANY AFFILIATE OF ANY MANAGER IS UNDER ANY OBLIGATION TO MAKE A
MARKET IN THE NOTES AND, TO THE EXTENT THAT SUCH MARKET MAKING IS COMMENCED BY ANY
MANAGER OR ANY AFFILIATE OF ANY MANAGER, IT MAY BE DISCONTINUED AT ANY TIME. GIVEN THE
RISKS ASSOCIATED WITH AN INVESTMENT IN THE NOTES, THE HIGH MINIMUM DENOMINATIONS AND
THE RESTRICTIONS ON TRANSFER, THERE IS NO ASSURANCE THAT A SECONDARY TRADING MARKET
FOR THE NOTES WILL DEVELOP AND INVESTORS MUST BE ABLE TO BEAR THE RISKS OF HOLDING THE
NOTES UNTIL THEIR REDEMPTION AMOUNT PAYMENT DATE.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION
OF IBRD AND THE TERMS OF THE NOTES AND THE PARTICULAR OFFERING THEREOF, INCLUDING THE
MERITS AND RISKS INVOLVED. BY ACCEPTING DELIVERY OF THIS PROSPECTUS SUPPLEMENT,
INVESTORS WILL BE DEEMED TO HAVE ACKNOWLEDGED THE NEED TO CONDUCT THEIR OWN
THOROUGH INVESTIGATION AND EXERCISE THEIR OWN DUE DILIGENCE BEFORE MAKING AN
INVESTMENT IN THE NOTES. INVESTORS AND THEIR ADVISORS, IF ANY, ARE INVITED TO ASK
QUESTIONS OF, AND OBTAIN ADDITIONAL INFORMATION CONCERNING, IBRD AND THE TERMS AND
v

CONDITIONS OF THE INVESTMENT CONTEMPLATED BY THIS PROSPECTUS SUPPLEMENT, AND ANY
ADDITIONAL INFORMATION THAT IS NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION
PROVIDED TO SUCH INVESTORS. BY PURCHASING NOTES EACH INVESTOR SHALL BE DEEMED TO
ACKNOWLEDGE THAT IT HAS HAD A FULL OPPORTUNITY TO ASK SUCH QUESTIONS OF, AND OBTAIN
SUCH INFORMATION FROM, IBRD.

THE NOTES ARE NOT OBLIGATIONS OF, AND ARE NOT GUARANTEED BY, ANY PARTY OTHER
THAN IBRD. THE OUTSTANDING PRINCIPAL AMOUNT AND INTEREST RELATING THERETO ARE PAYABLE
ONLY BY IBRD.

ONE OR MORE NAMED STORM EVENTS COULD OCCUR AT ANY TIME DURING THE RISK PERIOD
OF THE NOTES, RESULTING IN A FULL OR PARTIAL LOSS OF AN INVESTMENT IN THE NOTES.

NONE OF IBRD, THE GLOBAL AGENT, ANY MANAGER, THE EVENT CALCULATION AGENT NOR
ANY OF THEIR RESPECTIVE AFFILIATES NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES MAKES ANY
REPRESENTATION TO ANY INVESTOR IN THE NOTES REGARDING THE LEGALITY OF AN INVESTMENT
UNDER LEGAL INVESTMENT OR SIMILAR LAWS. INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF
THIS PROSPECTUS SUPPLEMENT AS INVESTMENT, TAX, ACCOUNTING OR LEGAL ADVICE. THIS
PROSPECTUS SUPPLEMENT, AS WELL AS THE NATURE OF AN INVESTMENT IN THE NOTES, SHOULD BE
REVIEWED BY EACH INVESTOR AND ITS INVESTMENT, TAX OR OTHER ADVISERS, AND ITS
ACCOUNTANTS AND LEGAL COUNSEL. INVESTORS SHOULD SATISFY THEMSELVES THAT AN
INVESTMENT IN THE NOTES IS NOT IN VIOLATION OF THE LAWS OF ANY JURISDICTION RELEVANT TO
THEM, INCLUDING APPLICABLE INSURANCE LAWS.

NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO REPRESENT ANYTHING NOT CONTAINED IN THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT.
YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS
SUPPLEMENT IS AN OFFER TO SELL ONLY THE NOTES OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS CURRENT ONLY AS OF ITS DATE.

vi

AIR DISCLAIMERS
AIR WORLDWIDE CORPORATION ("AIR") HAS PERFORMED, AND WILL PERFORM, CERTAIN
STATISTICAL MODELING AND OTHER SERVICES, AS DESCRIBED IN THIS PROSPECTUS SUPPLEMENT,
INCLUDING AS THE MODELING AGENT AND INITIAL EVENT CALCULATION AGENT FOR THE NOTES.

THE STATISTICAL DATA, MODELING AND EXPLANATIONS INCLUDED HEREIN UNDER THE
SECTION "ADDITIONAL RISK FACTORS" AND UNDER THE SECTIONS "AIR EXPERT RISK ANALYSIS", "AIR
EXPERT RISK ANALYSIS RESULTS" AND "AIR DATA FILE" (WHICH INCLUDES INFORMATION MADE
AVAILABLE ON THE SITE) (THE "AIR DATA FILE") IN APPENDIX I, APPENDIX II AND APPENDIX III,
RESPECTIVELY, ATTACHED HERETO (JOINTLY REFERRED TO HEREIN AS THE "AIR EXPERT RISK
ANALYSIS REPORT") HAVE BEEN PREPARED BY AIR AS AN EXPERT IN STATISTICAL MODELING AND
THE ANALYSIS OF RISKS ASSOCIATED WITH NAMED STORMS. INVESTORS IN THE NOTES ARE ADVISED
THAT THE RISK ANALYSIS RESULTS REPORTED BY AIR ARE BASED ON VERSION 10.1 OF THE AIR
TROPICAL CYCLONE MODEL FOR THE CARIBBEAN, AS IMPLEMENTED IN TOUCHSTONE 9.0.0 AND
TOUCHSTONE RE 9.0.0 (THE "AIR MODEL"). THE AIR TROPICAL CYCLONE MODEL FOR THE CARIBBEAN
WAS LAST UPDATED IN 2020. THE RISK ANALYSIS RESULTS REPORTED IN THE AIR EXPERT RISK
ANALYSIS REPORT ARE, THEREFORE, SUBJECT TO NUMEROUS ASSUMPTIONS, UNCERTAINTIES AND THE
INHERENT LIMITATIONS OF ANY STATISTICAL ANALYSIS, AS MORE FULLY DESCRIBED HEREIN. ACTUAL
LOSS EXPERIENCE IS INHERENTLY UNPREDICTABLE. INVESTORS ARE URGED TO READ CAREFULLY THE
MATERIAL CONTAINED IN THE AIR EXPERT RISK ANALYSIS REPORT AND UNDER THE CAPTION
"ADDITIONAL RISK FACTORS" FOR A DESCRIPTION OF SUCH ASSUMPTIONS, UNCERTAINTIES AND
LIMITATIONS.

THE DATA AND METHODOLOGY DESCRIBED IN THE AIR EXPERT RISK ANALYSIS REPORT, AND
THE ANALYSES, ESTIMATES AND SERVICES DESCRIBED THEREIN, ARE PROVIDED "AS IS" WITHOUT
WARRANTY OR GUARANTY OF ANY KIND TO THE INVESTORS IN THE NOTES. THESE ANALYSES AND
ESTIMATES ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY AND ARE NOT INTENDED TO PROVIDE,
NOR SHOULD THEY BE INTERPRETED AS PROVIDING, ANY FACTS REGARDING, OR ANY GUARANTY OR
PREDICTION OR FORECAST OF, THE LIKELIHOOD THAT INVESTORS IN THE NOTES WILL RECEIVE
PAYMENT THEREON. NOTWITHSTANDING THE ANALYSES, ESTIMATES AND ASSUMPTIONS SET FORTH
IN THIS PROSPECTUS SUPPLEMENT AND IN THE AIR EXPERT RISK ANALYSIS REPORT, ONE OR MORE
NAMED STORM EVENTS COULD OCCUR AT ANY TIME DURING THE RISK PERIOD OF THE NOTES. ANY
SUCH NAMED STORM EVENT COULD RESULT IN A FULL OR PARTIAL REDUCTION IN THE OUTSTANDING
NOMINAL AMOUNT OF, AND INTEREST ON, THE NOTES. ANY SUCH NAMED STORM EVENT MAY HAVE
CHARACTERISTICS SIMILAR TO OR DIFFERENT FROM THOSE OF SIMULATED EVENTS THAT DID NOT
QUALIFY AS NAMED STORM EVENTS IN THE AIR EXPERT RISK ANALYSIS REPORT, OR CHARACTERISTICS
NOT CONSIDERED IN THE AIR EXPERT RISK ANALYSIS REPORT.

AIR DOES NOT REPRESENT INVESTORS IN THE NOTES OR THEIR INTERESTS IN ANY WAY. AIR
DOES NOT SPONSOR, ENDORSE, OFFER, SELL, OR PROMOTE THE NOTES, NOR DOES IT MAKE ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO ANY PERSON, REGARDING THE
ADVISABILITY OF INVESTING IN THE NOTES OR THE LEGALITY OF AN INVESTMENT IN THE NOTES. AIR
IS NOT RESPONSIBLE FOR THE DETERMINATION OF THE STRUCTURE OR THE PRICING OF THE NOTES.
FURTHERMORE, AIR HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE ADMINISTRATION,
MARKETING, OR TRADING, IF ANY, OF THE NOTES OR LIABILITY FOR ANY ADVERSE FINANCIAL RESULT
OR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER. AIR
ASSUMES NO RESPONSIBILITY FOR THE CONTENT OF ANY AGREEMENTS TO WHICH IT IS NOT A
SIGNATORY, AND IN PARTICULAR (BUT NOT BY WAY OF LIMITATION) HAS NO RESPONSIBILITY FOR
ENSURING THAT THE PROCEDURES AND PROVISIONS OF ANY SUCH AGREEMENTS ARE CONSISTENT
WITH THIS PROSPECTUS SUPPLEMENT OR WITH ANY OTHER AGREEMENT EXECUTED IN CONNECTION
WITH THE NOTES.

IN THE DEVELOPMENT OF THE AIR MODEL, AIR HAS RELIED ON PUBLISHED TECHNICAL PAPERS
AND STUDIES, CATALOGS AND OTHER DATA SOURCES RELEVANT TO THE PERIL UPON WHICH THE AIR
MODEL IS BASED, AND HAS SELECTED THOSE THAT IT BELIEVES TO REPRESENT CREDIBLE SCIENTIFIC
OPINION RELATED TO THE SPECIFIC PERILS. HOWEVER, SINCE NO SCIENTIFIC CONSENSUS ON MODELS
OR RISK PARAMETERS EXISTS, AIR ACKNOWLEDGES (AND INVESTORS IN THE NOTES ARE DEEMED TO
ACKNOWLEDGE) THAT OTHER CREDIBLE, PUBLISHED MODELS AND/OR RISK PARAMETERS MAY EXIST
THAT, IF USED, COULD PRODUCE MATERIALLY DIFFERENT RESULTS. THE AIR MODEL DOES NOT
PREDICT THE PROBABILISTIC OCCURRENCE OF ANY CATASTROPHIC EVENTS. AIR HAS NOT VERIFIED
THE AUTHENTICITY OR ACCURACY OF THE ORIGINAL DATA IN THE HISTORICAL CATALOGS OR OTHER
vii

DATA SOURCES USED TO DEVELOP THE AIR MODEL. PRIOR TO INVESTING IN THE NOTES, INVESTORS
SHOULD CONSULT THEIR OWN EXPERT ADVISORS WHOSE CONCLUSIONS MAY DIFFER FROM THOSE OF
AIR.

NO MODEL OF CATASTROPHIC EVENTS IS, OR COULD BE, AN EXACT REPRESENTATION OF
REALITY. THE AIR MODEL RELIES ON VARIOUS METHODOLOGIES AND ASSUMPTIONS (INCLUDING
ASSUMPTIONS ABOUT THE AUTHENTICITY, ACCURACY AND COMPLETENESS OF HISTORICAL DATA),
SOME OF WHICH ARE SUBJECTIVE AND SUBJECT TO UNCERTAINTY, AND WHICH MIGHT NOT BE USED IN
MODELS PRODUCED BY OTHER MODELING FIRMS. FURTHERMORE, THERE MAY BE MATERIAL
DIFFERENCES IN THE WAY IN WHICH THESE ELEMENTS ARE CONSIDERED BY OTHER MODELING FIRMS.
CONSEQUENTLY, THERE CAN BE NO ASSURANCE THAT THE AIR MODEL REPRESENTS AN ACCURATE
ESTIMATION OF THE RISK OF LOSS OR A FULL OR PARTIAL REDUCTION IN THE OUTSTANDING NOMINAL
AMOUNT OF, AND INTEREST ON, THE NOTES. ACCORDINGLY, THE EXPECTED LOSS ESTIMATES AND
RELATED PROBABILITIES PRODUCED BY THE AIR MODEL ARE THEMSELVES SUBJECT TO UNCERTAINTY.
AIR REVIEWS MODEL ASSUMPTIONS FROM TIME TO TIME IN VIEW OF NEW DATA AND OTHER
INFORMATION TO REFINE AND MODIFY ITS MODELS AS SUCH INFORMATION BECOMES AVAILABLE. AS
SUCH, THE AIR MODEL MAY NOT NECESSARILY REFLECT THE MOST CURRENT SCIENTIFIC RESEARCH OR
THE MOST CURRENT MODELS OF AIR AT ANY TIME. ESTIMATES GENERATED BY SUCH REFINED OR
MODIFIED MODELS MAY MATERIALLY DIFFER FROM THE ESTIMATES GENERATED BY THE AIR MODEL
IN CONNECTION WITH THE NOTES, AND THE USE OF SUCH MODELS IN LIEU OF THE AIR MODEL MIGHT
SIMILARLY MATERIALLY ALTER THE INFORMATION PROVIDED IN THE AIR EXPERT RISK ANALYSIS
REPORT.

THE RESULTS OF AIR'S ANALYSIS SHOULD NOT BE VIEWED AS FACTS OR FORECASTS OF FUTURE
EVENTS, OR OF THE FULL OR PARTIAL REDUCTION IN THE OUTSTANDING NOMINAL AMOUNT OF, AND
INTEREST ON, THE NOTES, AND SHOULD NOT BE RELIED UPON AS A REPRESENTATION OF THE CURRENT
OR FUTURE VALUE OF THE NOTES. THERE IS CONSIDERABLE UNCERTAINTY REGARDING THE
ASSUMPTIONS AND PARAMETERS USED IN THE AIR EXPERT RISK ANALYSIS REPORT, ARISING FROM
INSUFFICIENT DATA, LIMITED SCIENTIFIC KNOWLEDGE AND ALTERNATIVE EMPIRICAL RELATIONSHIPS,
AS WELL AS FROM THE RANDOM NATURE OF NAMED STORMS. THE AIR MODEL CANNOT INCORPORATE
ALL SOURCES OF UNCERTAINTY. FURTHERMORE, THE ASSUMPTIONS AND METHODOLOGIES USED BY
AIR DO NOT CONSTITUTE THE EXCLUSIVE SET OF REASONABLE ASSUMPTIONS AND MAY NOT BE
CORRECT. USE OF ALTERNATIVE ASSUMPTIONS AND/OR MODELS COULD YIELD RESULTS MATERIALLY
DIFFERENT FROM THOSE PRODUCED BY AIR. AIR ALSO DID NOT ELICIT FROM OTHER EXPERTS
ALTERNATIVE INTERPRETATIONS OF ITS DATA OR METHODS, NOR DID AIR RESEARCH ALL
POTENTIALLY AVAILABLE INTERPRETATIONS OF SUCH DATA AND METHODS ON THE BASIS THAT AIR
CONSIDERED ITS OWN INTERPRETATIONS TO BE MORE RELIABLE. THE MODELED PRINCIPAL
REDUCTION AND RELATED PROBABILITIES GENERATED BY THE AIR MODEL ARE NOT NECESSARILY
PREDICTIVE OF FUTURE NAMED STORMS. INVESTORS IN THE NOTES SHOULD NOT VIEW THE EXPECTED
LOSS ESTIMATES AND RELATED PROBABILITIES GENERATED BY THE AIR MODEL AS PREDICTING THE
LIKELIHOOD OF THE OCCURRENCE DURING THE RISK PERIOD OF THE NOTES OF ONE OR MORE NAMED
STORM EVENTS RESULTING IN A FULL OR PARTIAL REDUCTION IN THE OUTSTANDING NOMINAL
AMOUNT OF, AND INTEREST ON, THE NOTES. AIR HAS NOT MADE ANY EFFORT, NOR DOES IT HAVE THE
ABILITY, TO PREDICT NAMED STORM EVENTS AFFECTING THE NOTES. ACCORDINGLY, THE ACTUAL
FREQUENCY AND SEVERITY OF NAMED STORM EVENTS COULD DIFFER MATERIALLY FROM THE
FREQUENCY AND SEVERITY ESTIMATED BY AIR.

THE AIR EXPERT RISK ANALYSIS REPORT IS INCLUDED HEREIN AND MADE AVAILABLE TO
INVESTORS IN RELIANCE UPON AIR AS AN EXPERT IN SUCH MATTERS. SEE "EXPERTS." THE AIR EXPERT
RISK ANALYSIS REPORT IS, AS NOTED ABOVE, BASED ON CERTAIN ASSUMPTIONS, JUDGMENTS, AND
METHODOLOGIES OF AIR, A NUMBER OF WHICH ARE CONFIDENTIAL AND PROPRIETARY TO AIR.

AS A RESULT OF ITS ONGOING PROCESS OF INTERNAL REVIEW, AIR MAY REFINE ITS MODEL
ASSUMPTIONS FROM TIME TO TIME IN LIGHT OF NEW SCIENTIFIC AND OTHER INFORMATION AS SUCH
INFORMATION BECOMES AVAILABLE. SUCH REFINEMENTS MAY MATERIALLY ALTER, AND HAVE IN
THE PAST MATERIALLY ALTERED, THE LOSS ESTIMATES GENERATED BY THE MODEL. FURTHERMORE,
TO THE EXTENT THAT AIR BECOMES AWARE OF ISSUES EITHER IN ITS MODELS OR IN THE SOFTWARE
EXPRESSION OF SUCH MODELS WHICH MAY AFFECT THEIR OUTPUT IN UNINTENDED WAYS, IT MAY,
DEPENDING ON THE MATERIALITY OF THE ISSUES, COMMUNICATE SUCH ISSUES TO ITS LICENSEES AND
RESOLVE THEM IN SUBSEQUENT VERSIONS OF ITS MODELS. AS SUCH THE AIR MODEL MAY NOT
NECESSARILY REFLECT THE MOST CURRENT MODELS OF AIR AT ANY TIME.

viii

NONE OF IBRD, THE MANAGERS, THE GOVERNMENT OF JAMAICA OR ANY OF THEIR RESPECTIVE
AFFILIATES AND REPRESENTATIVES, OR ANY OF THEIR RESPECTIVE DIRECTORS OR OFFICERS, HAS
REVIEWED, OR MAKES, OR SHALL BE DEEMED TO MAKE, ANY REPRESENTATION WITH RESPECT TO THE
AIR EXPERT RISK ANALYSIS REPORT, INCLUDING (WITHOUT LIMITATION) THE ADEQUACY,
COMPLETENESS, APPROPRIATENESS OR OTHERWISE OF THE AIR EXPERT RISK ANALYSIS REPORT.

WITHOUT INTENDING TO LIMIT THE FOREGOING, IN PARTICULAR, NONE OF IBRD, THE
MANAGERS, THE GOVERNMENT OF JAMAICA OR ANY OF THEIR RESPECTIVE AFFILIATES OR
REPRESENTATIVES, OR ANY OF THEIR DIRECTORS OR OFFICERS, HAS REVIEWED THE AIR EXPERT RISK
ANALYSIS REPORT TO DETERMINE (I) THE REASONABLENESS OF THE ASSUMPTIONS, JUDGMENTS AND
METHODOLOGIES UTILIZED BY AIR, (II) WHETHER SUCH ASSUMPTIONS, JUDGMENTS AND
METHODOLOGIES SHOULD BE SUPPLEMENTED IN ANY WAY THROUGH THE USE OF ALTERNATIVE
ASSUMPTIONS, JUDGMENTS OR METHODOLOGIES, (III) WHETHER THE ASSUMPTIONS, JUDGMENTS AND
METHODOLOGIES UTILIZED BY AIR INCLUDE THE APPROPRIATE FACTORS THAT COULD CONTRIBUTE TO
A FULL OR PARTIAL REDUCTION IN THE OUTSTANDING NOMINAL AMOUNT OF, AND INTEREST ON, THE
NOTES AND (IV) WHETHER THE USE OF ALTERNATIVE ASSUMPTIONS, JUDGMENTS AND
METHODOLOGIES, OR THE USE OF DIFFERENT CATASTROPHE SIMULATION MODELS, COULD YIELD
RESULTS MATERIALLY DIFFERENT FROM THOSE GENERATED BY THE AIR MODEL. THE ACTUAL
PRINCIPAL REDUCTION WITH RESPECT TO ANY NAMED STORM EVENT, IF ANY, WILL LIKELY DIFFER
FROM THE AIR EXPERT RISK ANALYSIS REPORT, POSSIBLY MATERIALLY.

BECAUSE OF THE INHERENT LIMITATION OF RELYING ON THE AIR EXPERT RISK ANALYSIS
REPORT FOR LOSS ESTIMATION, AND BECAUSE OF THE SUBJECTIVE NATURE OF MANY OF AIR'S
ASSUMPTIONS, JUDGMENTS AND METHODOLOGIES IN PREPARING THE AIR EXPERT RISK ANALYSIS
REPORT, EACH OF IBRD, THE MANAGERS, THE GOVERNMENT OF JAMAICA AND EACH OF THEIR
RESPECTIVE AFFILIATES AND REPRESENTATIVES EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR, OR
ANY LIABILITY BASED UPON, A FINDING THAT THE AIR EXPERT RISK ANALYSIS REPORT INCLUDES ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR THAT THE AIR EXPERT RISK ANALYSIS REPORT OMITS
TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.

AIR PROVIDES SERVICES TO IBRD, THE MANAGERS, THE GOVERNMENT OF JAMAICA AND THEIR
RESPECTIVE AFFILIATES IN RESPECT OF THE PROPOSED OFFERING AND MAY PROVIDE SUCH TYPE OF
SERVICES AND MAY ENGAGE IN OTHER TYPES OF BUSINESS WITH IBRD, THE MANAGERS, THE
GOVERNMENT OF JAMAICA OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE FUTURE. IN ADDITION,
IBRD HAS AGREED UNDER THE EVENT CALCULATION AGENT AGREEMENT TO INDEMNIFY AIR IN
RESPECT OF CERTAIN CLAIMS, LOSSES AND EXPENSES ARISING FROM OR RELATING TO THE SERVICES
PROVIDED BY AIR UNDER THE EVENT CALCULATION AGENT AGREEMENT.

AIR HAS PROVIDED ITS ANALYSES, EXPECTED LOSS ESTIMATES AND RELATED PROBABILITIES
AS CONTAINED WITHIN THE AIR EXPERT RISK ANALYSIS REPORT. INVESTORS IN THE NOTES WILL HAVE
NO RIGHT TO ENFORCE OR TAKE ACTIONS AGAINST AIR OR ANY RIGHT UNDER THE EVENT
CALCULATION AGENT AGREEMENT OR IN CONNECTION THEREWITH. IBRD'S USE OF THE INFORMATION
PROVIDED BY AIR, PARTICULARLY WITH REGARD TO ANY DISCLOSURE MADE IN OR OMITTED FROM
THIS PROSPECTUS SUPPLEMENT, IS COMPLETELY WITHIN IBRD'S SOLE DISCRETION, AND NOT THE
RESPONSIBILITY OF AIR.

THE PAYOUT AMOUNT WITH RESPECT TO A NAMED STORM EVENT WILL BE CALCULATED AND
DETERMINED BASED UPON THE EVENT PARAMETERS PROVIDED BY THE APPLICABLE REPORTING
SOURCE. ANY REPORTING SOURCE MAY MAKE AVAILABLE FROM TIME TO TIME SEVERAL DIFFERENT
REPORTS WHICH MAY SHOW DIFFERENT LEVELS OF ACCURACY AND PRECISION AND VARYING
PARAMETERS. THE EVENT PARAMETERS AS REPORTED BY THE APPLICABLE REPORTING SOURCE WILL
BE USED BY THE EVENT CALCULATION AGENT WHO WILL BE UNDER NO OBLIGATION TO UNDERTAKE
ANY INDEPENDENT ASSESSMENT OF THE ACCURACY OF THE PARAMETERS SO REPORTED.

THE PROCEDURES TO BE PERFORMED BY AIR IN ITS CAPACITY AS EVENT CALCULATION AGENT
WILL RESULT IN A FACTUAL DETERMINATION AS TO WHETHER A NAMED STORM EVENT HAS
OCCURRED OR THE EXTENT THEREOF. THE DETERMINATION WILL BE PERFORMED IN ACCORDANCE
WITH THE METHODOLOGIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT AND AS SPECIFIED IN THE
EVENT CALCULATION AGENT AGREEMENT. THE TERMS OF THE NOTES PROVIDE THAT ALL
DETERMINATIONS MADE BY AIR, AS THE EVENT CALCULATION AGENT, IN AN EVENT REPORT ARE
ix

FINAL AND BINDING, ABSENT MANIFEST ERROR THAT IS IDENTIFIED IN A WRITTEN NOTICE RECEIVED
BY IBRD PRIOR TO THE DATE WHICH IS THREE (3) BUSINESS DAYS FOLLOWING THE DATE ON WHICH
SUCH EVENT REPORT IS FIRST MADE AVAILABLE ON THE SITE (AS DEFINED UNDER THE HEADING
"AVAILABLE INFORMATION"). NO SEPARATE REVIEW OR APPRAISAL OF THE ACCURACY OF THE DEFINED
METHODOLOGIES OR DATA USED WILL BE PERFORMED. INVESTORS ARE ADVISED THAT THE
CALCULATION OF PAYOUT AMOUNTS AND ANY PRINCIPAL REDUCTIONS ARE FINAL, REGARDLESS OF
ANY ACTUAL, POTENTIAL OR THEORETICAL DISCREPANCIES BETWEEN THE METHODOLOGY USED BY
THE EVENT CALCULATION AGENT AND ANY OTHER POSSIBLE METHODOLOGY FOR ASSESSING THE
SAME FACTS. THESE INHERENT LIMITATIONS ARE POTENTIALLY EXACERBATED BY THE POTENTIAL
FOR UNRELIABLE DATA, OR THE UNAVAILABILITY OF DATA.

x