Bond ICF 0% ( XS2298326898 ) in USD

ICF

100 % ⇌

United States

XS2298326898 ( in USD )

16/02/2061

Prospectus brochure of the bond IFC XS2298326898 en USD 0%, maturity 16/02/2061

IFC, or Industry Foundation Classes, is an open specification developed by buildingSMART for the interoperability of digital building information models.

The Bond issued by ICF ( United States ) , in USD, with the ISIN code XS2298326898, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/02/2061

PROSPECTUS

International Finance Corporation
Global Medium-Term Note Program
for issues of Notes with maturities of
three months or longer from the date of the original issue
Under the Global Medium-Term Note Program described in this Prospectus (the "Program"), International Finance Corporation
("IFC" or the "Corporation"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes
with maturities of three months or longer from the date of the original issue (the "Notes") in an unlimited aggregate nominal amount. Notes
will be sold through one or more Dealers (as defined in "Summary and Overview of the Program") appointed by the Corporation, or
directly by the Corporation itself.
Application has been made for Notes issued under the Program to be admitted to the official list of the Luxembourg Stock
Exchange (the "Official List") and to trading on the regulated market of the Luxembourg Stock Exchange. References in this Prospectus
to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the Official List of the Luxembourg
Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated market. This Prospectus constitutes a voluntary
alleviated base prospectus for the purpose of Part III of the Luxembourg law dated 16 July 2019 on Prospectuses for Securities.
Application will be made to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for permission to deal in, and
for quotation of, any Notes which are agreed at the time of issue to be so listed on the SGX-ST. Such permission will be granted when
such Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of
the statements made or opinions expressed or reports contained or incorporated by reference in this Prospectus. Admission to the Official
List of the SGX-ST is not to be taken as an indication of the merits of the Corporation, the Program or the Notes. There is no assurance
that the application to the Official List of the SGX-ST for the listing of the Notes of any Series (as defined herein) will be approved. The
Program provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Corporation and the
relevant Dealer(s) in relation to each issue. Unlisted Notes may also be issued pursuant to the Program. The applicable Final Terms (as
defined herein) in respect of the issue of any Notes will specify whether and on which exchange such Notes will be listed or whether such
Notes will be unlisted. This Prospectus replaces the prospectus dated June 3, 2008 in relation to the Program, except in relation to Notes
issued prior to the date hereof.
Notes of any particular issue will be in bookentry form, or bearer form ("Bearer Notes") or registered form ("Registered Notes"),
as specified in the applicable Final Terms. Bearer Notes may not be offered, sold or delivered within the United States or to U.S. persons
as part of their primary distribution. Notes will be issued in the denominations specified in the applicable Final Terms.
Unless an issue of Notes is intended to qualify as a targeted bearer issuance (as defined in "Summary and Overview of the
Program"), each Series of Bearer Notes with a maturity at issue of more than one year will be represented on issue by a temporary global
note in bearer form (each a "Temporary Global Note") exchangeable for a permanent global note in bearer form (each a "Permanent Global
Note", and collectively with Temporary Global Notes, "Global Notes") or, if and to the extent specified in the applicable Final Terms, for
Bearer Notes in definitive bearer form ("Definitive Bearer Notes"), upon certification of non-U.S. beneficial ownership. Each Series of
Bearer Notes that is issued as part of a targeted bearer issuance will be represented on issue by a Permanent Global Note or, if specified in
the applicable Final Terms, Definitive Bearer Notes. Notes denominated and payable in U.S. dollars which will be cleared and settled
through the Federal Reserve Bank of New York ("Fed Bookentry Notes") will be issued in uncertificated bookentry form. Registered Notes
will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire
interest in Registered Notes of one Series. Global Certificates ("Global Certificates") may be issued representing all or a portion of a Series
of Registered Notes, if specified in the applicable Final Terms.
Depending on their form and Specified Currency (as defined herein), it is expected that Notes will be accepted for clearance
through one or more clearing systems, as specified in the applicable Final Terms. These systems will include, in the United States, the
system operated by The Depository Trust Company ("DTC") and, for Fed Bookentry Notes, the Federal Reserve Banks and, outside the
United States, those operated by Euroclear Bank SA/NV ("Euroclear"), Clearstream Banking S.A. ("Clearstream, Luxembourg") and The
Central Depository (Pte) Limited ("CDP"). Global Notes may be issued in new global note form and Global Certificates may be held under
the new safe-keeping structure or otherwise in classic global note form or not under the new safe-keeping structure.
The Program has been rated AAA by Standard & Poor's Financial Services LLC ("S&P") and Aaa by Moody's Investors
Service, Inc. ("Moody's"). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Arranger for the Program
Morgan Stanley
The date of this Prospectus is 11 October, 2021

The Corporation accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Corporation (having taken all reasonable care to ensure that such is the case) the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of
such information.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by
reference (see "Availability of Information and Incorporation by Reference" below).
THE NOTES ARE NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED. ACCORDINGLY, NO REGISTRATION STATEMENT HAS BEEN FILED WITH
THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). THE NOTES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Corporation does not fall under the scope of application of the MiFID II package. Consequently, the
Corporation does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of MiFID II.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II product governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the 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 target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product Governance
rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer or Manager (as
specified in the applicable Final Terms) subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger (as defined in "Summary and Overview of the Program") nor any such Dealer or
Manager nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
As used above, the expression "MiFID II" means Directive 2014/65/EU, as amended.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET
The Corporation does not fall under the scope of application of the UK MiFIR package. Consequently, the
Corporation does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of UK MiFIR.
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR product governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any distributor should take into consideration the target market assessment; however, a distributor subject
to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer or Manager subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor any such Dealer or Manager nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
As used above, the expression "UK MiFIR" means Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the
Program shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-
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N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
No person has been authorized to give any information or to make any representation other than those contained
in this Prospectus and the applicable Final Terms in connection with the offering or sale of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorized by the Corporation or
any Dealer or the Arranger. Neither the delivery of this Prospectus or any applicable Final Terms nor any offering or
sale made in connection herewith or therewith shall, under any circumstances, create any implication that there has
been no change in the financial condition or affairs of the Corporation since the date hereof or the date upon which
this Prospectus has been most recently amended or supplemented or the date of any documents most recently
incorporated by reference in, and forming part of, the Prospectus (as described in "Availability of Information and
Incorporation by Reference" below) or that any other information supplied in connection with the Program is correct
as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Prospectus or any Final Terms and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by
the Corporation, any Dealer and the Arranger to inform themselves about and to observe any such restriction. For a
description of certain restrictions on offers and sales of the Notes and on the distribution of this Prospectus or any
Final Terms, see "Plan of Distribution".
Neither this Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of the
Corporation or any Dealer to subscribe for, or purchase, any Notes. Neither this Prospectus nor any other information
supplied in connection with the Program should be considered as a recommendation by the Corporation or any of the
Dealers that any potential investor should purchase any Notes. Each investor contemplating purchasing any Notes
should make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Corporation.
THE NOTES ARE NOT OBLIGATIONS OF ANY OTHER WORLD BANK GROUP ENTITY,
INCLUDING THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, OR OF
ANY GOVERNMENT.
In connection with the issue of any Tranche (as defined herein) of Notes, the Dealer or Dealers (if any) named
as the stabilization manager(s) (the "Stabilization Manager(s)") (or persons acting on behalf of any Stabilization
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, stabilization may not
necessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche is made and, if begun, may cease at any time, but it must end no later than
the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the
relevant Tranche. Any stabilization action or over-allotment must be conducted by the relevant Stabilization
Manager(s) (or persons acting on behalf of any Stabilization Manager(s)) in accordance with all applicable laws and
rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "", "EUR" and
"euro" are to the currency introduced at the start of the third stage of European Economic and Monetary Union
pursuant to the Treaty on the Functioning of the European Union, references to "Sterling", "£" and "GBP" are to the
lawful currency of the United Kingdom, references to "yen" are to the lawful currency of Japan, references to "U.S.
dollars", "$" and "U.S.$" are to the lawful currency of the United States of America and references to "Singapore
dollars", "SGD" and "S$" are to the lawful currency of Singapore.
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TABLE OF CONTENTS
Page
Availability of Information and Incorporation by Reference ....................................................................... 5
Prospectus Supplement ................................................................................................................................. 7
Final Terms ................................................................................................................................................... 8
Use of Proceeds ............................................................................................................................................. 9
Summary and Overview of the Program ..................................................................................................... 10
Risk Factors ................................................................................................................................................ 18
Terms and Conditions of the Notes............................................................................................................. 26
Form of Notes and Provisions Relating to the Notes while in Global Form .............................................. 46
Clearance and Settlement ............................................................................................................................ 51
Tax Matters ................................................................................................................................................. 56
Currency Conversions ................................................................................................................................. 67
Plan of Distribution ..................................................................................................................................... 68
Validity of the Notes ................................................................................................................................... 72
General Information .................................................................................................................................... 73
Form of Final Terms ................................................................................................................................... 75

4

AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE
Availability of Information
The Corporation prepares:
(a) unaudited quarterly financial statements and audited annual financial statements;
(b) an annual information statement (the "Information Statement") which describes the Corporation, including
its capital, operations and administration, the Articles of Agreement of the Corporation (the "Articles of
Agreement"), the Corporation's legal status, and its principal financial policies, and contains the
Corporation's most recent audited financial statements; and
(c) an annual report.
The Corporation is subject to certain information requirements of Regulation IFC, promulgated by the
Commission under the United States International Finance Corporation Act of 1955, as amended, and in accordance
therewith files with the Commission its unaudited quarterly and audited annual financial statements and its most recent
Information Statement and annual report (collectively the "IFC Information").
In addition, the IFC Information will be filed with the Luxembourg Stock Exchange and any other stock
exchange on which Notes are listed from time to time and which requires such a filing. The IFC Information may be
inspected and copies may be obtained without charge at the website of the Corporation (www.ifc.org) and at the
following addresses, and at any other address specified in the applicable Final Terms:
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Citibank, N.A., London Branch
Citicorp Investment Bank (Singapore) Limited
Citigroup Centre
5 Changi Business Park Crescent
Canada Square, Canary Wharf
#07-00 Changi Business Park
London E14 5LB
Singapore 486027

In addition, copies of the Articles of Agreement and the Fiscal Agency Agreement, the Global Agency
Agreement, the Supplemental Agency Agreement and the Deed of Covenant (each as defined under "Terms and
Conditions of the Notes") may be inspected or collected by a Noteholder upon reasonable request at the above offices
of Citibank, N.A., London Branch (the "Global Agent") during normal business hours or may be provided by email
to a Noteholder following their prior written request to the Global Agent and provision of proof of holding and identity
(in a form satisfactory to the Global Agent).
Copies of such documents and the IFC Information also will be available without charge from the office of the
Corporation set out at the end of this Prospectus.
Incorporation by Reference
The Corporation's latest Information Statement, any unaudited quarterly or annual financial statements filed with
the Commission or any stock exchange on which Notes are listed subsequent to the date of such Information Statement
and any supplements (other than Final Terms) or amendments to this Prospectus circulated by the Corporation from
time to time shall be deemed to be incorporated in, and to form part of, this Prospectus, and references to "this
Prospectus" shall mean this document and any documents incorporated by reference in, and forming part of, this
document, except, and to the extent, any such document is superseded or modified by any subsequent document
incorporated by reference in, and forming part of, this Prospectus. Documents incorporated by reference in, and
forming part of, this document may not have been submitted to the same review and clearance procedures to which
this Prospectus has been submitted as of the date hereof by any stock exchange or regulatory authority referred to
herein.
The Corporation will, in the event of any material change in the financial position of the Corporation which is
not reflected in this Prospectus, prepare an amendment or supplement to this Prospectus or publish a new prospectus
for use in connection with any subsequent issue and listing of Notes by the Corporation.
5

If the terms of the Program are modified or amended in a manner which would make this Prospectus inaccurate
or misleading in any material respect, the Corporation will prepare a new prospectus.
Any statement contained in a document which is incorporated by reference herein shall be deemed to be modified
or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes
such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Copies of this Prospectus and of documents incorporated by reference in this Prospectus may be obtained
(without charge) from the website of the Luxembourg Stock Exchange (www.bourse.lu), the office of the Corporation
set out at the end of this Prospectus and the website of the Corporation (www.ifc.org).
6

PROSPECTUS SUPPLEMENT
The Corporation has undertaken to the Arranger and the Dealers that if during any time the Prospectus is being
used in connection with the offer and sale of Notes, any event shall occur as a result of which, in the judgment of the
Corporation, this Prospectus would include any untrue statement of a material fact or omit to state any material fact
necessary to make the statements herein, in light of the circumstances under which they were made, not misleading,
the Corporation shall prepare an amendment or supplement to this Prospectus for use in connection with any
subsequent offering of the Notes and shall supply to each Dealer for any such subsequent offering such number of
copies of such amendment or supplement hereto as such Dealer may reasonably request.
7

FINAL TERMS
The Corporation will prepare in respect of each particular issue of Notes a Final Terms (each a "Final Terms")
which will contain the terms of, pricing details for, and settlement and clearance procedures relating to, such issue of
Notes and such other information or disclosure as the Corporation considers appropriate. A Final Terms may set out
the full text of the terms and conditions of a particular issue of Notes if the Corporation and the relevant Dealer(s)
consider it necessary or appropriate. See "Form of Final Terms" below.
8

USE OF PROCEEDS
The net proceeds of the sale of the Notes will be used for the general operations of the Corporation in accordance
with its Articles of Agreement. IFC's mission is to advance economic development by encouraging the growth of
productive private enterprise in developing countries. IFC's Performance Standards form part of IFC's Sustainability
Framework and articulate the Corporation's strategic commitment to sustainable development. The Performance
Standards define IFC clients' responsibilities for managing their environmental and social risks and are an integral
part of IFC's approach to risk management. Pending their use in financing eligible investments, the net proceeds from
the sale of the Notes will be invested as part of IFC's liquid assets portfolio.
9

SUMMARY AND OVERVIEW OF THE PROGRAM
This summary must be read as an introduction to this Prospectus. Any decision to invest in any Notes should be
based on a consideration of this Prospectus as a whole, including the documents incorporated by reference, by any
investor. Words and expressions defined or used in "Terms and Conditions of the Notes" shall have the same meaning
in this Summary.
The Corporation
International Finance Corporation is an international organization, established in 1956 to further economic
growth in its developing member countries by promoting private sector development. The Corporation is a member
of the World Bank Group, which also comprises the International Bank for Reconstruction and Development (the
"IBRD"), the International Development Association ("IDA"), the Multilateral Investment Guarantee Agency
("MIGA") and the International Centre for Settlement of Investment Disputes ("ICSID"). It is a legal entity separate
and distinct from IBRD, IDA, MIGA and ICSID with its own Articles of Agreement, share capital, financial structure,
management, and staff. Membership in the Corporation is open only to member countries of IBRD. The obligations
of the Corporation are not obligations of, or guaranteed by, IBRD or any government.
The Corporation's principal office is located at 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433,
United States of America.
The Corporation is an experienced supranational organization providing financing and financial services
primarily to the private sector in developing countries that are members of the Corporation. It combines the
characteristics of a multilateral development bank with those of a private financial institution. As of June 30, 2021,
the Corporation's entire share capital was held by 185 member countries. As of June 30, 2021, member countries of
the Organization for Economic Cooperation and Development ("OECD") held 66.90 per cent. of the voting power of
the Corporation. The five largest of the Corporation's 185 shareholders by voting power are the United States (19.78
per cent. of the total voting power), Japan (7.84 per cent.), Germany (5.01 per cent.), United Kingdom (4.47 per cent.),
and France (4.47 per cent.). The Corporation's share capital is provided by its member countries. It raises most of the
funds for its investment activities through the issuance of notes, bonds and other debt securities in the international
capital markets. Unlike most other multilateral institutions, the Corporation does not accept host government
guarantees of its loans. Generally, the Corporation charges market-based rates for its loans and seeks market returns
on its debt securities and equity investments. The financial strength of the Corporation is based principally on the
quality of its investment portfolio, its substantial paid-in capital and retained earnings, low debt to equity ratio, the
size of its liquid assets portfolio, its diversified earnings base and its profitability.
In partnership with private investors, the Corporation assists in financing the establishment, improvement, and
expansion of private sector enterprises by making loans, equity investments and investments in debt securities where
sufficient private capital is not otherwise available on reasonable terms. The Corporation also plays a catalytic role in
mobilizing additional funding from other investors and lenders through parallel loans, loan participations, partial credit
guarantees, securitizations, loan sales, risk sharing facilities, fund investments and other crisis initiatives. In addition
to project finance and mobilization, the Corporation offers an array of financial and technical advisory services to
private businesses in the developing world to increase their chances of success. It also advises governments on how
to create an environment hospitable to the growth of private enterprise and foreign investment. The Corporation has a
strategic commitment to sustainable development, which is articulated through its Sustainability Framework. The
Corporation uses the Sustainability Framework along with other strategies, policies and initiatives to focus business
activities on achieving its development objectives.
IFC plays a key role in achieving the World Bank Group's goal of helping countries achieve better sustainable
development outcomes. IFC seeks to help countries achieve improvements in growth, job creation, poverty reduction,
governance, the environment, climate adaptation and resilience, human capital, infrastructure and debt transparency.
IFC contributes to the World Bank Group's twin goals of ending extreme poverty and promoting shared prosperity by
providing financing and advisory services primarily to the private sector in developing countries that are members of
IFC. The two goals emphasize the importance of economic growth, inclusion and sustainability--including strong
concerns for equity. Sustainable economic growth that creates good jobs requires action to strengthen both the private
and public sectors. Inclusion entails empowering all citizens to participate in, and benefit from, the development
process, removing barriers against those who are often excluded. Sustainability ensures that today's development
progress is not reversed tomorrow and that the pace of progress does not flag in the future. IFC's impact-rating system,
10