Bond IBRD-Global 0% ( XS0565479242 ) in USD

IBRD-Global

100 % ⇌

United States

XS0565479242 ( in USD )

09/12/2015 - Bond has expired

Prospectus brochure of the bond IBRD XS0565479242 in USD 0%, expired

30 000 000 USD

The International Bank for Reconstruction and Development (IBRD) is an international financial institution that offers loans and advice to middle-income and creditworthy low-income countries for development projects.

The IBRD USD 0% bond (ISIN: XS0565479242), a US$-denominated, $30,000,000 issue maturing on 09/12/2015, with a semi-annual coupon, has reached maturity and been redeemed at 100%.

INTERNATIONAL BANK FOR RECONSTRUCTION AND
DEVELOPMENT

Global Debt Issuance Facility

No. 3938

USD 30,000,000 Notes linked to UYU/USD FX & to the
S&P 500® Risk Control 10% Excess Return Index
due December 9, 2015,

JPMorgan

1

The date of these Final Terms is December 6, 2010

EXECUTIVE SUMMARY
The following is an executive summary of the provisions of the Notes only and is qualified in its entirety
by reference to the more detailed information contained elsewhere in the Final Terms and Prospectus.
Capitalized terms used in this summary have the meanings set forth elsewhere in the Final Terms.
Issuer:
International Bank for Reconstruction and Development
Securities:
USD 30,000,000 Notes linked to UYU/USD FX and to the S&P 500® Risk
Control 10% Excess Return Index (the "Notes"). Issued under the Issuer's
Global Debt Issuance Facility.
Credit Rating:
The Notes are expected to be rated AAA by Standard and Poor's, a division of
the McGraw-Hill Companies, Inc., upon issuance.
Aggregate Nominal Amount:
USD 30,000,000
Issue Price:
100%
Denomination:
USD 100,000 and integral multiples of USD 10,000 in excess thereof
Issue Date:
December 9, 2010
Trade Date:
November 24, 2010
Maturity Date:
December 9, 2015
Interest Basis:
Zero Coupon
Business Day:
New York and Montevideo subject to postponement in accordance with the
provisions set forth in Terms 18 and 19.
Calculation Amount:
USD 10,000
Participation Rate:
150%
Final Redemption Amount:
Subject to the occurrence of a Mandatory Early Redemption, the Final
Redemption Amount per Calculation Amount on the Maturity Date is an
amount in USD equal to the UYU Linked Principal and the Supplemental
Payment Amount, as further set forth under Term 17 "Final Redemption
Amount of each Note (Condition 6)".
UYU Linked Principal:
An amount in USD equal to the UYU Amount divided by the UYU Rate.
Supplemental Payment Amount:
An amount in USD equal to the greater of (i) the product of the Calculation
Amount, the Underlying Index Return and the Participation Rate, and (ii)
zero.
Mandatory Early Redemption
Certain events as further set forth under Term 22 "Mandatory Early
Amount:
Redemption" will cause the Notes to be redeemed early as of the Mandatory
Early Redemption Date at the Mandatory Early Redemption Amount.
A Mandatory Redemption Event includes a Bankruptcy in respect of
JPMorgan, a termination of the Associated Swap Transaction or an Index
Cancellation, as notified by the Calculation Agent to the Issuer, the Global
Agent and the Noteholders.
2

UYU Rate:
The UYU/USD fixing rate, expressed as the amount of UYU per one USD as
determined on the UYU Valuation Date.
UYU Amount:
UYU 603,750,000 (equivalent to USD 30,000,000 at the UYU rate of 20.125)
Underlying Index Return:
The performance of the Underlying Index from the Initial Index Level to the
Final Index Level expressed as a percentage and calculated as follows:
(Final Index Level - Initial Index Level) / Initial Index Level
Underlying Index:
The S&P 500® Risk Control 10% Excess Return Index (Bloomberg Ticker
Symbol: SPXT10UE).
UYU Valuation Date:
The date that falls ten (10) Business Days prior to the Maturity Date, subject
to postponement in accordance with the provision set forth under Term 18
"UYU Related Disruption Events and Fallbacks".
Initial Index Level:
101.218 (namely, the Underlying Index's Closing Level on the Initial
Valuation Date).
Initial Valuation Date
November 24, 2010 (the "Trade Date")
Final Index Level:
Underlying Index's Closing Level observed on the Final Valuation Date as
determined by the Calculation Agent.
Final Valuation Date:
Ten (10) Business Days prior to the Maturity Date, subject to postponement
pursuant to the provisions set forth under Term 19 "Index Related Market
Disruption Events".
Adjustment to Underlying Index:
The Underlying Index is subject to adjustment or substitution by the
Calculation Agent in certain circumstances provided under the provisions set
forth under Term 19 "Index Related Market Disruption Events", including
(but not limited to) if the Index Sponsor discontinues publication of the
Underlying Index.
Market Disruption Events:
Certain events that prevent the Calculation Agent from calculating the
Underlying Index closing level on the Final Valuation Date and from
calculating the Underlying Index Return. The Calculation Agent will
determine whether or not one has occurred.
A Market Disruption Event includes a trading or exchange disruption for
component securities of the Underlying Index on its principal trading
exchange, a trading or exchange disruption on a related exchange in respect
of futures or options relating to the Underlying Index that the Calculation
Agent determines is material, and an unexpected closure of the principal
trading exchange or a related exchange prior to the scheduled closing time, all
as more fully described elsewhere herein.
Dealer:
J.P. Morgan Securities Ltd..
Calculation Agent:
JPMorgan Chase Bank, N.A.
Clearing Systems:
Euroclear/Clearstream
Rank:
The Notes constitute direct, unsecured obligations of the Issuer ranking pari
passu, without any preference among themselves, with all their other
obligations that are unsecured and unsubordinated. The Notes are not
obligations of any government.
3

Applicable law:
English law.
Risk factors:
Noteholders should consider carefully the factors set out under "Risk Factors"
in the Final Terms and the Prospectus before reaching a decision to buy the
Notes.

4

Final Terms dated December 6, 2010
International Bank for Reconstruction and Development
Issue of USD 30,000,000 Notes linked to UYU/USD FX & to the S&P 500® Risk Control
10% Excess Return Index due December 9, 2015
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. Certain additional investment considerations are set forth in the Schedule and
Annex hereto.
SUMMARY OF THE NOTES
1. Issuer:
International Bank for Reconstruction and Development
("IBRD")
2. (i) Series Number:
3938
(ii) Tranche Number:
1
3. Specified Currency or Currencies
United States Dollars ("USD").
(Condition 1(d)):
4. Aggregate Nominal Amount:

(i) Series:
USD 30,000,000
(ii) Tranche:
USD 30,000,000
5. (i) Issue Price:
100 per cent. of the Aggregate Nominal Amount
(ii) Net Proceeds:
USD 30,000,000
6.

(i) Specified Denominations
USD 100,000 and integral multiples of USD 10,000 in
(Condition 1(b)):
excess thereof
(ii) Calculation Amount
USD 10,000
(Condition 5(j)):
7. Issue Date:
December 9, 2010
8. Maturity Date (Condition 6(a)):
December 9, 2015 unless postponed pursuant to Term 18 or
Term 19; subject to Mandatory Early Redemption as
specified in Term 22
9. Interest Basis (Condition 5):
Zero Coupon (further particulars specified below)
10. Redemption/Payment Basis
Currency-linked Redemption and Index-linked Redemption
(Condition 6):
as set out in Term 17
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:
Luxemburg Stock Exchange
15. Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Zero Coupon Note Provisions
Applicable for the purpose of Condition 5(c) only provided
(Condition 5(c)):
that the Early Redemption Amount of the Notes shall be
5

calculated as set out in Term 23
(i) Amortization Yield
Solely for purposes of calculating the Rate of Interest for
(Condition 6(c)(ii)):
any overdue principal under Condition 5(c), the

Amortization Yield shall equal 7.5 % per cent per annum.
(ii) Day Count Fraction
Solely for purposes of calculating the Rate of Interest for
(Condition 5(l)):
any overdue principal under Condition 5(c), the Day Count

Fraction shall be 30/360.
(iii) Any other formula/basis of
Not Applicable
determining amount payable:

PROVISIONS RELATING TO REDEMPTION
17. Final Redemption Amount of each The Final Redemption Amount per Calculation Amount
Note (Condition 6):
payable on the Maturity Date shall be an amount in USD
calculated by the Calculation Agent in accordance with the
following:

UYU Linked Principal + Supplemental Payment Amount

Whereby
"UYU Linked Principal" means an amount in USD equal
to the UYU Amount divided by the UYU Rate for the
relevant UYU Valuation Date;
"Supplemental Payment Amount" means an amount in
USD equal to the greater of (i) the product of the Calculation
Amount, the Underlying Index Return and the Participation
Rate, and, (ii) zero; and
"UYU" means Uruguayan Peso.

18. UYU Related Disruption Events
In the event of the occurrence of an Unscheduled Holiday or
and Fallbacks:
a Disruption Event on a day which but for such occurrence
would have been the UYU Valuation Date, the Calculation
Agent shall apply each of the following paragraphs (each a
"Disruption Fallback") for the determination of the UYU
Rate, in the order set forth below, until the UYU Rate can be
determined in accordance with this Term 18.
(1) Valuation Postponement: the UYU Rate will be
determined on the first Business Day that is not an
Unscheduled Holiday, or on the Business Day first
following the day on which the Disruption Event
ceases to exist, as applicable, unless the UYU
Valuation Date has not occurred on or before the 30th
consecutive day after the Scheduled UYU Valuation
Date (any such period being a "Deferral Period"). In
such event, the UYU Rate will be determined in
accordance with the next applicable Disruption
Fallback on the next day after the Deferral Period that
would have been a Business Day but for the
Unscheduled Holiday, or on the next day after the
Deferral Period that is a Business Day in the event of a
continuing Disruption Event (the "Postponed UYU
6

Valuation Date").
(2) Fallback Reference Price: the UYU Rate will be
determined by the Calculation Agent on the relevant
Postponed UYU Valuation Date pursuant to the Dealer
Poll. If the UYU Rate cannot be determined pursuant to
the Dealer Poll then the UYU Rate will be determined
in accordance with the next applicable Disruption
Fallback.
(3) Calculation Agent Determination: the UYU Rate (or a
method for determining the UYU Rate) will be
determined by the Calculation Agent on the Postponed
UYU Valuation Date in its sole and absolute discretion.
In the event the Scheduled UYU Valuation Date becomes
subject to a Disruption Fallback as set forth above, then the
Maturity Date shall be postponed by one Business Day for
each day that the Scheduled UYU Valuation Date is
postponed as set forth above.
For the avoidance of doubt, no additional amounts shall be
payable by IBRD in the event that the Maturity Date is
postponed in accordance with this Term 18.
The Calculation Agent shall notify the Issuer as soon as
reasonably practicable that the UYU Rate is to be so
determined.
19. Index Related Market Disruption If the Final Valuation Date occurs on a day that is not a
Event:
Trading Day or on which the Calculation Agent has
determined that a Market Disruption Event (as defined
below in Term 21) has occurred or is continuing, then the
Final Valuation Date will be postponed until the next
succeeding Trading Day on which the Calculation Agent
determines that a Market Disruption Event does not occur or
is not continuing; provided that in no event will the Final
Valuation Date be postponed by more than five Business
Days.
In the event the Final Valuation Date occurs on a day which
is not a Trading Day or on which a Market Disruption Event
is determined to have occurred and is continuing then the
Maturity Date shall be postponed by one Business Day for
each day that the Final Valuation Date is postponed as set
forth above.
For the avoidance of doubt, no additional amounts shall be
payable by IBRD in the event that the Maturity Date is
postponed in accordance with this Term 19.
If one of the following events occur (Successor Index, Index
Cancellation or Index Modification) then the consequence
specified in respect of each such event shall apply:
(i) Successor Index:
If the Index Sponsor discontinues publication of the
Underlying Index but is calculated and announced by a
successor sponsor acceptable to the Calculation Agent (in its
sole and absolute discretion) or the Index Sponsor or another
entity publishes a successor or substitute index that the
Calculation Agent determines, in its sole and absolute
7

discretion, to be comparable to the Underlying Index then in
each case, that index (the "Successor Index") will be
deemed to be the Underlying Index and the Calculation
Agent will substitute the Successor Index as calculated by
the Index Sponsor or any other entity for the Underlying
Index.
(ii) Index Cancellation:
If the Index Sponsor discontinues publication of the Index
and:

the Calculation Agent (in its sole and absolute
discretion) does not select a Successor Index as set forth
in paragraph (i) above, or

the Successor Index is no longer published,
the Calculation Agent will (but without prejudice to the
occurrence and the consequences of the occurrence of a
Mandatory Early Redemption Event pursuant to Term 22)
for the purpose of calculating the Early Redemption Amount
compute a substitute level for the Underlying Index in
accordance with the procedures last used to calculate the
level of the Underlying Index before any discontinuation but
using only those securities that comprised the Underlying
Index prior to such discontinuation.
If, in accordance with the previous paragraphs (i) and (ii), a
Successor Index is selected or the Calculation Agent
calculates a level as a substitute for the Underlying Index,
the Successor Index or level will be used as a substitute for
the Underlying Index for all purposes after such selection or
substitution, including for purposes of determining whether
a Market Disruption Event exists, even if the Index Sponsor
elects to begin republishing the original Underlying Index,
unless the Calculation Agent in its sole and absolute
discretion decides to use the republished Underlying Index.
(iii) Index Modification:
If at any time the method of calculating the level of the
Underlying Index or the level of the Successor Index,
changes in any material respect (other than a modification
prescribed in that formula or method to maintain such
Underlying Index or Successor Index in the event of changes
in constituent stock and capitalization and other routine
events), or if the Underlying Index or Successor Index is in
any other way modified so that the Underlying Index or
Successor Index does not, in the opinion of the Calculation
Agent (in its sole and absolute discretion), fairly represent
the level of the relevant Index had those changes or
modifications not been made, then, from and after that time,
the Calculation Agent will make any adjustments as, in the
sole and absolute discretion of the Calculation Agent, may
be necessary in order to arrive at a calculation of a level of a
stock index comparable to the Underlying Index or such
Successor Index, as the case may be, as if those changes or
modifications had not been made, and calculate the Closing
Level with reference to the Underlying Index or such
Successor Index, as so adjusted. Accordingly, if the method
8

of calculating the Underlying Index or a Successor Index is
modified and has a dilutive or concentrative effect on the
level of such index (including, but not limited to, a share or
stock split), then the Calculation Agent will adjust such
index in order to arrive at a level of such index as if it had
not been modified, (including, but not limited to, as if a
share or stock split had not occurred).

20. Additional Definitions - General:
"Business Day" means a day on which commercial banks
and foreign exchange markets settle payments and are open
for general business (including dealings in foreign exchange
and foreign currency deposits) in New York and
Montevideo.
"Calculation Agent" means JPMorgan Chase Bank, N.A.
("JPMorgan"). For the avoidance of doubt, the Calculation
Agent shall make determinations in respect of the Notes in
good faith.
"Dealer Poll" means that the UYU Rate in respect of a
certain date will be the UYU/USD exchange rate for USD,
expressed as the amount of UYU per one USD, for
settlement on the same day, as determined by the
Calculation Agent on the basis of quotations provided by
Reference Dealers on such date. The Calculation Agent will
request each Reference Dealer to provide a firm quotation of
the specified rate as of 4:00 p.m., Montevideo time. If four
(4) quotations are provided, the UYU Rate for such UYU
Valuation Date will be the arithmetic mean of the specified
rates without regard to the specified rates having the highest
and lowest value. For this purpose, if more than one
quotation has the same highest and lowest value, then the
specified rate of only one of such quotations shall be
disregarded. If two (2) or three (3) quotations are provided,
the UYU Rate for such date will be the arithmetic mean of
the specified rates provided. If fewer than two (2)
quotations are provided, it will be deemed that the UYU
Rate for such date cannot be determined pursuant to the
Dealer Poll.
"Deferral Period" has the meaning as set forth in Term 18
above.
"Disruption Event" means in the sole and absolute
determination of the Calculation Agent any action, event or
circumstance whatsoever which from a legal or practical
perspective makes it impossible for the Calculation Agent to
obtain the UYU Rate on a UYU Valuation Date.
"Montevideo Business Day" means a day on which
commercial banks and foreign exchange markets settle
payments and are open for general business (including
dealings in foreign exchange and foreign currency deposits)
in Montevideo.
9

"Participation Rate" means 150%
"Postponed UYU Valuation Date" has the meaning as set
forth in Term 18 above.
"Reference Dealers" means the Montevideo office of each
of HSBC, Citibank, Banco Itau and Banco Santander. In the
event that any of the Reference Dealers shall cease to
operate in Uruguay, such Reference Dealer shall be
substituted by the Calculation Agent (acting in its sole and
absolute discretion) for purposes of completing the Dealer
Poll.
"Supplemental Payment Amount" has the meaning set
forth in Term 17.
"Underlying Index Return" means the performance of the
Underlying Index from the Initial Index Level to the Final
Index Level expressed as a percentage and calculated as
follows:
(Final Index Level Initial Index Level) / Initial Index
Level.
"Underlying Index" has the meaning set forth in Term 21
below.
"Unscheduled Holiday" means a day that is not a Business
Day and the market was not aware of such fact (by means of
a public announcement or by reference to other publicly
available information) until a time later than 9:00 a.m.
Montevideo time two Montevideo Business Days prior to
the Scheduled UYU Valuation Date.
"UYU Amount" means UYU 603,750,000 (equivalent to
USD 30,000,000 at the UYU rate of 20.125)
"UYU Linked Principal" has the meaning set forth in Term
17.
"UYU Valuation Date" means, in respect of the Maturity
Date, the date (the "Scheduled UYU Valuation Date") that
is ten (10) Business Days prior to such date, provided
however, that, in the event of an Unscheduled Holiday or
there has occurred or is subsisting on such date a Disruption
Event, the UYU Valuation Date shall be determined by the
Calculation Agent in accordance with the provision set forth
under Term 18 "UYU Related Disruption Events and
Fallbacks".
"UYU Rate" means the UYU/USD fixing rate, expressed as
the amount of UYU per one USD, for settlement on the
same day reported by the Uruguayan Central Bank as
published at Bloomberg page URINUSCA <Crncy> on the
relevant UYU Valuation Date (or such other page as may
replace that page for the purpose of displaying such
exchange rate). If the Bloomberg page URINUSCA no
10