Obligation European Development Council Bank 2.75% ( US222213AA84 ) en USD

European Development Council Bank

100 % ⇌

France

US222213AA84 ( en USD )

2.75% par an ( paiement semestriel )

10/02/2015 - Obligation échue

Prospectus brochure de l'obligation Council of Europe Development Bank US222213AA84 en USD 2.75%, échue

1 000 USD

1 000 000 000 USD

222213AA8

La Banque de Développement du Conseil de l'Europe (CEB) est une banque multilatérale de développement qui finance des projets dans les États membres du Conseil de l'Europe, se concentrant sur le développement régional et local, l?inclusion sociale et la protection de l?environnement.

L'Obligation émise par European Development Council Bank ( France ) , en USD, avec le code ISIN US222213AA84, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/02/2015

424(b)(1)
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424B1 1 d424b1.htm 424(B)(1)
Table of Contents
Filed pursuant to Rule 424(b)(1)
Registration Statement No. 333-164460

COUNCIL OF EUROPE
DEVELOPMENT BANK
$1,000,000,000
2.75% NOTES DUE 2015
The CEB will pay interest on the 2.75% Notes due 2015 (the "Notes") on February 10 and August 10 of each year.
Interest will accrue on the Notes from and including February 10, 2010, and the first interest payment date will be August 10,
2010. The CEB may not redeem the Notes prior to their maturity on February 10, 2015. There is no sinking fund for these
Notes.

The CEB has applied for the Notes to be admitted to the official list of and to trading on the regulated market of the
Luxembourg Stock Exchange.

PRICE 99.898% AND ACCRUED INTEREST

Underwriting
Price to
Discounts
Proceeds to

Public (1)
And Commissions (2 )
CEB (1) (3)
Per Note

99.898%
0.125%
99.773%
Total

$998,980,000
$
1,250,000
$997,730,000
(1) Plus accrued interest, if any, from February 10, 2010.
(2) The Bank has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended.
(3) Before deducting expenses related to the Offering.

Neither the Securities and Exchange Commission, any state securities commission, the Luxembourg Stock
Exchange nor any foreign governmental agencies has approved or disapproved of these securities or determined
whether this prospectus is accurate and complete. Any representation to the contrary is a criminal offense.

The Underwriters below expect to deliver the Notes to purchasers in book-entry form only through The Depository
Trust Company on February 10, 2010.
Joint-Lead Managers

BNP PARIBAS

Credit Suisse

HSBC

Morgan Stanley

The date of this prospectus is February 3, 2010
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Table of Contents

Page
ADDITIONAL INFORMATION

1
PROSPECTUS SUMMARY

2
USE OF PROCEEDS

6
PRESENTATION OF FINANCIAL INFORMATION

6
EXCHANGE RATE INFORMATION

6
THE COUNCIL OF EUROPE DEVELOPMENT BANK

7
Overview

7
Legal Status

7
Member States

8
Relationship with the Council of Europe

9
The CEB and Other International Institutions

9
Framework and Policies Underlying Activities

10
CAPITALIZATION AND INDEBTEDNESS

13
CAPITAL STRUCTURE

14
Subscribed, Called and Uncalled Capital

14
Reserves

15
OPERATIONS

16
Introduction

16
Overview of CEB's Lending Activities

16
Sectoral Lines of Action

19
SELECTED FINANCIAL INFORMATION

23
FINANCIAL REVIEW

26
Overview

26
Results of Operations

26
Balance Sheet

28
DEBT RECORD

33
RISK MANAGEMENT

33
Key Risk Responsibilities

33
Prudential Framework

34
Credit Risk

36
Market Risk

40
Operational Risk

41
GOVERNANCE

42
Governing Board

42
Administrative Council

43
Current Membership of the Governing Board and Administrative Council

44
The Governor

49
Auditing Board

49
Staff

50
DESCRIPTION OF NOTES

51
General

51
Interest

51
Fiscal Agent

51
Payment of Principal and Interest

52
Redemption

52
No Payment of Additional Amounts

52
Ranking

52
Negative Pledge

52
Default, Acceleration of Maturity

53

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Table of Contents

Page
Amendments

53
Governing Law, Jurisdiction and Consent to Service

54
Further Issues

55
Repurchase

55
Notices

55
Timing and delivery

55
UNDERWRITING

56
GLOBAL CLEARANCE AND SETTLEMENT

57
TAXATION

61
VALIDITY OF THE NOTES

65
AUTHORIZED REPRESENTATIVE

66
EXPERTS

66
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB

66
WHERE YOU CAN FIND MORE INFORMATION

66
GENERAL INFORMATION

67
FINANCIAL STATEMENTS AND REPORT OF THE INDEPENDENT AUDITORS

F-1
ANNEX A SCHEDULE OF OUTSTANDING BORROWINGS

A-1
This prospectus includes particulars given in compliance with the rules governing admission of securities to the
official list of and to trading on the regulated market of the Luxembourg Stock Exchange for the purpose of giving
information with regard to the CEB. This prospectus does not constitute a "prospectus" within the meaning of the
Luxembourg law of July 10, 2005 on securities prospectuses. The CEB accepts full responsibility for the accuracy of the
information contained in this prospectus and confirms, having made all reasonable inquiries, that to the best of its knowledge
and belief there are no other facts the omission of which would make any statement herein misleading in any material
respect.
Inquiries regarding our listing status on the Luxembourg Stock Exchange should be directed to our Luxembourg
listing agent, Dexia Banque Internationale à Luxembourg, 69, route d'Esch, L-2953 Luxembourg.
This prospectus is intended to be published on the website of the Luxembourg Stock Exchange at
http://www.bourse.lu.

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ADDITIONAL INFORMATION
The Council of Europe Development Bank ("CEB" or the "Bank") has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (which term shall include any amendments thereto) under Schedule
B of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities offered hereby. This
prospectus does not contain all the information set forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission and to which reference is hereby made. Statements made in this
prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. With
respect to each such contract, agreement or other document filed as an exhibit to the registration statement, reference is made
to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference.

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PROSPECTUS SUMMARY
The Council of Europe Development Bank
The Council of Europe Development Bank is a multilateral development bank with a social vocation.
The CEB was established in 1956 by eight Council of Europe countries pursuant to a Partial Agreement between
those countries (the "Partial Agreement"). The Bank is governed by the Third Protocol to the General Agreement on
Privileges and Immunities of the Council of Europe of March 6, 1959 (the "Protocol"), by its Articles of Agreement, as
amended (the "Articles") and by regulations issued pursuant to the Articles. The CEB falls under the supreme authority
of the Council of Europe but is legally separate and financially autonomous from it. The Bank is solely responsible for
its own indebtedness, including the Notes offered hereby. Currently, 40 European states are members of the Bank (the
"Member States").
Originally, the Bank's primary purpose was to finance social programs related to the resettlement of refugees
migrating to and between European countries in the aftermath of World War II. The Bank later extended the scope of its
activities to include providing aid to victims of natural or ecological disasters and other social objectives directly
contributing to strengthening social cohesion in Europe. These other social objectives currently include education and
vocational training, health, social housing, employment in small and medium-sized enterprises ("SMEs"), improving
living conditions in urban and rural areas, protection of the environment, preservation of historic and cultural heritage,
and infrastructure intended for administrative and judicial public services.
In order to serve these objectives, the Bank grants or guarantees long-term loans to its Member States or
institutions approved by them. Since its inception, the CEB has granted more than 28 billion in loans. The CEB's loans
and guarantees typically cover only part of the cost of any project, supplementing each borrower's own funds and credits
from other sources, which may include other multilateral lending institutions. The Bank generally does not lend more
than 50% of the cost of a project. As of June 30, 2009, the CEB had the equivalent of 12.0 billion of loans outstanding.
The CEB funds its operations primarily through debt offerings in the international capital markets. As of
June 30, 2009, the Bank had total outstanding funded debt (long-term debt securities) of 16.8 billion. The Bank's
capital consists of participating certificates which are subscribed to by its Member States. Starting with subscribed
capital equivalent to 5.7 million in 1956, the Bank had subscribed capital of 3.3 billion as of June 30, 2009 of which
369.7 million had been paid in. The Governing Board may, upon a proposal of the Administrative Council, make calls
upon subscribed and unpaid capital in order to enable the CEB to meet its obligations, including to repay the Bank's
indebtedness. Since the CEB's inception, no such calls have ever been made. In addition, the Governing Board may,
upon a proposal of the Administrative Council, decide to increase the Bank's subscribed capital.
The CEB is supervised by a Governing Board and an Administrative Council, each of which is composed of
representatives of each of the Member States. The Bank is represented in all of its transactions and legal proceedings by
a Governor appointed for a five-year term by the Governing Board. The Bank's operational headquarters are located at
55, avenue Kléber, 75116 Paris, France.

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Summary of the Offering

Issuer
Council of Europe Development Bank

Securities Offered
$1,000,000,000 principal amount of 2.75% Notes due 2015

Issue Date
February 10, 2010

Maturity Date
February 10, 2015

Interest Payment Dates
February 10 and August 10 of each year, commencing August 10, 2010

Interest Rate
2.75% per annum

Redemption
The Notes are not subject to redemption prior to maturity.

Listing
The CEB has applied for the Notes to be admitted to the official list of and
to trading on the regulated market of the Luxembourg Stock Exchange.

Settlement Cycle
T+5

Form, Registration and Settlement
The Notes will be represented by the Global Note registered in the name of
Cede & Co. as nominee for DTC. The Global Note will be deposited with
a custodian for DTC. Except as described in this prospectus, beneficial
interests in the Global Note will be represented through accounts of
financial institutions acting on behalf of the beneficial owners as direct and
indirect participants in DTC. Investors may elect to hold interests in the
Global Note through DTC, if they are participants in DTC, or indirectly
through organizations that are participants in DTC. Owners of beneficial
interests in the Global Note will not be entitled to have Notes registered in
their names and will not receive or be entitled to receive physical delivery
of definitive Notes. Initial settlement for the Notes will be made in
immediately available funds in dollars. See "Global Clearance and
Settlement".

Withholding Tax, No Additional Amounts The CEB has been advised that under current United States tax law
payments of principal of and interest on the Notes may generally be made
by the CEB without withholding or deduction for United States
withholding taxes. The CEB will not pay additional amounts to holders of
Notes who are individuals in respect of any withholding tax. For further
details, see "Taxation" and "Description of Notes--No Payments of
Additional Amounts" in this prospectus.

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Key Figures
The summary financial data below should be read in conjunction with the financial statements of the CEB and
notes thereto included elsewhere in this prospectus. The summary financial data as of and for the four (4) years ended
December 31, 2008 are derived from the audited financial statements of the CEB. Summary financial information as of
and for the six month periods ended June 30 are derived from the Bank's unaudited interim financial statements.
The CEB's financial statements have been prepared in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the European Union ("IFRS-EU") from January 1, 2005. As a result, selected financial
information from earlier periods has not been included because it is not fully comparable.

Year ended December 31,

Six months ended June 30,

2005 2006 2007 2008
2008

2009

unaudited

unaudited

(In thousands of euros, except ratios)
Selected Profit and Loss Account Data

Interest receivable and similar income
414,143 556,921 762,972 896,848

428,245
257,093
Interest expenses and similar charges
(300,026) (441,517) (645,796) (778,866)

(367,035)
(189,251)
Interest margin

114,117
115,404
117,176
117,982
61,210
67,842
Net gains or losses on financial instruments at fair value through profit or
1,576
1,989
5,509
9,815
3,774
(337)
loss1

Net gains or losses on available-for-sale
financial
assets
143 104 675
(626)

64
111
Net
commissions2
28 24
(498)
(914)
(411) (718)

Net banking income

115,864
117,521
122,862
126,257
64,637
66,898

General
operating
expenses2
(25,630) (27,841) (27,984) (27,898)

(13,178)
(14,526)
Net depreciation charges of fixed assets
(1,695) (1,591) (1,605) (1,623)

(779)
(843)

Operating profit before risk cost

88,539
88,089
93,273
96,736
50,680
51,529

Risk cost
- - -
(909)

-
3

Profit

88,539
88,089
93,273
95,827
50,680
51,532

As of December 31,

As of June 30,

2005

2006

2007

2008

2009

unaudited

(In thousands of euros, except ratios)
Selected Balance Sheet Information

Assets

Cash in hand, balances with central banks

65
47 185,983
194,275
193,556
Financial assets at fair value through profit or loss
1
384,778 158,217 182,180
289,582
283,489
Hedging derivatives
868,587 815,775 1,003,008
1,693,822
1,221,224
Available-for-sale financial assets
1,168,179 2,049,204 2,262,071
2,628,227
3,223,136
Loans to credit institutions and to customers3

11,713,728
12,101,562
12,114,377
12,601,277
12,017,642
Advances to credit institutions and customers4

1,734,690
1,151,572
746,850
1,979,204
2,751,807
Financial assets held to maturity
1,750,402 1,901,241 1,969,611
1,975,983
1,916,128
Other assets
54,415 54,852 44,865
40,670
37,133

Total assets

17,674,844
18,232,470
18,508,945
21,403,040
21,644,115

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As of December 31,

As of June 30,

2005

2006

2007

2008

2009

unaudited

(In thousands of euros, except ratios)
Liabilities

Financial liabilities at fair value through profit or loss1

1,278,289
2,039,517
2,761,104
2,515,544
2,209,257
Debt securities
13,724,837 13,620,468 13,263,780
16,171,014
16,840,134
Other
liabilities5
978,486 799,690 658,376
931,753
751,013

Total liabilities

15,981,612
16,459,675
16,683,260
19,618,311
19,800,404

Total members' equity

1,693,232
1,772,795
1,825,685
1,784,729
1,843,711

Selected Operating Data

Loans outstanding at period end6

11,482,755
11,965,249
12,007,330
12,423,248
11,868,220
Loans disbursed during the period
1,558,535 1,640,206 1,589,709
1,505,372
606,846
Selected Ratios7

Operating
ratio8
23.6% 25% 24.1%
23.4%
23.0%
Capital adequacy ratio
17.0% 14.9% 13.5%
20.4%
17.0%
Risk asset coverage ratio
21.8% 19.1% 18.3%
33.1%
34.9%
Indebtedness ratio
3.11 3.24 3.20
3.66

3.72
Portfolio ratio
0.99 1.06 1.08
1.45

1.71
Strengthened liquidity ratio
75.8%
108.4% 95.1%

103.7%
79.5%

1
Derivatives are by default considered to be transaction instruments, except if they can qualify as hedging instruments. They are recorded on the balance
sheet under the line item "Financial assets at fair value through profit or loss" in cases of positive market value and under "Financial liabilities at fair value
through profit or loss" when the market value is negative. Profit or losses are recorded in the profit and loss account under the line item "Net gains or losses
on financial instruments at fair value through profit or loss".
2
As of January 1, 2009, the Bank's expenses relating to debt securities (rating, consulting, audit and legal) are classified under "Net banking income", while
they were previously recorded as general operating expenses. The line items "General operating expenses" and "Net commissions" have been restated for
the six months ended June 30, 2008 and the year ended December 31, 2008 on a basis consistent with the new presentation. Figures for prior periods have
not been restated.
3
Loans to credit institutions and to customers consist of non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market and that the Bank does not intend to sell immediately or in the short term.
4
Advances to credit institutions and to customers consist of amounts in correspondent accounts and in money-market instruments. The CEB's correspondent
accounts consist of accounts with other banks, except central banks, that allow it to receive or to make payments or to handle other financial transactions
related to its operations.
5
Includes hedging derivatives, amounts owed to credit institutions and to customers, amounts in the Selective Trust Account, provisions and other liabilities.
6
Loans outstanding exclude accrued interest, IFRS fair value adjustments and loans depreciation. The amount of loans depreciation is immaterial as of
June 30, 2009 and December 31, 2008.
7
These ratios are internal to the Bank's risk management policy framework, may not correspond to similar ratios used by other international financial
institutions and are not required by statute, regulation or otherwise. The CEB is not subject to regulatory oversight by its Member States, to the Basel
Committee Recommendations or to European Union Directives. See "Risk Management--Prudential Framework" for a description of these ratios and their
use by CEB.
8
The "Operating ratio" equals general expenses (including net depreciation charges of fixed assets) divided by net banking income. Consistent with
information provided in footnote 2 above, this ratio has also been restated at the end of 2008.

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USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be used in the general operations of the CEB,
including disbursements of loans heretofore or hereafter granted by the CEB. The Bank can make no representation as to the
particular projects for which, or borrowers to which, such loans will be made or as to the Member States in which such
projects will be located.
PRESENTATION OF FINANCIAL INFORMATION
The capital of the CEB is denominated, and its accounts are kept, in euro. Unless otherwise specified, amounts in
euro contained herein have been presented solely for convenience in U.S. dollars based on a conversion rate of 1 euro being
equal to 1.4134 U.S. dollars, which was the euro/USD reference rate as published by the European Central Bank (the "ECB")
on June 30, 2009.
As used herein, the terms "euros" and the euro sign () refer to euro, and the terms "dollars", "U.S. dollars", "USD"
and the dollar sign ($) refer to United States dollars.
Any discrepancies in the tables included in this prospectus between the amounts and the totals thereof are due to
rounding.
EXCHANGE RATE INFORMATION
The table below sets forth, for the periods indicated, information concerning the euro/USD reference rate as
published by the European Central Bank. No representation is made that the euro or U.S. dollar amounts referred to herein
could be or could have been converted into U.S. dollars or euros, as the case may be, at any particular rate or at all. No
representation is made that euro amounts actually represented, or have been or could be converted into, U.S. dollars at such
rates or at any other rates on any of the dates indicated.
On February 2, 2010, the reference rate for the euro was $1.3937.

High
Low
Period Average1
Period End
2010

February
2

1.3937
1.3913
1.3925
1.3937
January

1.4563
1.3966
1.4272
1.3966
2009

December

1.5120
1.4276
1.4614
1.4406
November

1.5083
1.4658
1.4915
1.5023
October

1.5020
1.4537
1.4816
1.4800
September

1.4783
1.4220
1.4562
1.4643
August

1.4410
1.4072
1.4268
1.4272
2008

1.5990
1.2460
1.4708
1.3917
2007

1.4874
1.2893
1.3705
1.4721
2006

1.3331
1.1826
1.2556
1.3170
2005

1.3507
1.1667
1.2441
1.1797

1
Computed using the average of the exchange rates for euros on each business day during the relevant monthly or annual period.

2
Through February 2, 2010.

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THE COUNCIL OF EUROPE DEVELOPMENT BANK
Overview
The Council of Europe Development Bank is a multilateral development bank with a social vocation.
The CEB was established in 1956 by eight Council of Europe member states pursuant to a Partial Agreement
between those states (the "Partial Agreement"). The Bank is governed by the Third Protocol to the General Agreement on
Privileges and Immunities of the Council of Europe of March 6, 1959 (the "Protocol"), by its Articles of Agreement as
amended (the "Articles") and by regulations issued pursuant to the Articles. The CEB falls under the supreme authority of the
Council of Europe but is legally separate and financially autonomous from it. The Bank is solely responsible for its own
indebtedness, including the Notes offered hereby. Currently, 40 European states are members of the Bank (the "Member
States").
Originally, the Bank's primary purpose was to finance social programs related to the resettlement of refugees
migrating to and between European countries in the aftermath of World War II. The Bank later extended the scope of its
activities to include providing aid to victims of natural or ecological disasters and other social objectives directly contributing
to strengthening social cohesion in Europe. These other social objectives currently include education and vocational training,
health, social housing, employment in small and medium-sized enterprises ("SMEs"), improving living conditions in urban
and rural areas, protection of the environment, preservation of historic and cultural heritage, and infrastructure intended for
administrative and judicial public services. See "Operations".
In order to serve these objectives, the Bank grants or guarantees long-term loans to its Member States or institutions
approved by them. Since its inception, the CEB has granted more than 28 billion in loans. The CEB's loans and guarantees
typically cover only part of the cost of any project, supplementing each borrower's own funds and credits from other sources,
which may include other multilateral lending institutions. The Bank generally does not lend more than 50% of the cost of a
project. As of June 30, 2009, the CEB had the equivalent of 12.0 billion of loans outstanding.
The CEB funds its operations primarily through debt offerings in the international capital markets. As of June 30,
2009, the Bank had total outstanding funded debt (long-term debt securities) of 16.8 billion. The Bank's capital consists of
participating certificates which are subscribed to by its Member States. Starting with subscribed capital equivalent to
5.7 million in 1956, the Bank had subscribed capital of 3.3 billion as of June 30, 2009, of which 369.7 million had been
paid in. The Governing Board may, upon a proposal of the Administrative Council, make calls upon subscribed and unpaid
capital in order to enable the CEB to meet its obligations, including to repay the Bank's indebtedness. Since the CEB's
inception, no such calls have ever been made. In addition, the Governing Board may, upon a proposal of the Administrative
Council, decide to increase the Bank's subscribed capital. See "Capital Structure" and "Financial Review".
The CEB is supervised by a Governing Board and an Administrative Council, each of which are composed of
representatives of each of the Member States. The Bank is represented in all of its transactions and legal proceedings by a
Governor appointed for a five-year term by the Governing Board. The Bank's operational headquarters are located at 55,
avenue Kléber, 75116 Paris, France.
Legal Status
The CEB was established on April 16, 1956 pursuant to the Articles adopted by the Committee of Ministers of the
Council of Europe. The Committee of Ministers is the Council of Europe's decision-making body. It comprises the ministers
of foreign affairs of all member states of the Council of Europe, or their permanent diplomatic representatives in Strasbourg,
France. The Articles form an integral part of the Protocol that also governs the CEB. The Protocol endows the CEB with a
separate juridical personality with the capacity

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