United States securities and exchange commission logo
October 20, 2023
Stavros Lambrinidis
Ambassador
European Investment Bank
98-100 boulevard Konrad Adenauer
L-2950 Luxembourg
Grand Duchy of Luxembourg
Re: European Investment
Bank
Schedule B filed
September 26, 2023
File No. 333-274695
Dear Stavros Lambrinidis:
We have reviewed your
registration statement and have the following comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Schedule B filed September 26, 2023
The European Investment Bank, page 8
1. The annual reports
incorporated by reference provide detailed disclosure about not only
the European Investment
Bank (EIB) but also the European Investment Fund (EIF), which
are referred to
collectively in your annual reports as the EIB Group. While your
prospectus describes
EIB Global, it does not discuss the EIF or EIB Group. Please revise
your filing to clarify
the roles of the EIF and EIB Group.
Description of Securities,, page 14
2. You state that
"[c]opies of the forms of securities and the form of fiscal agency agreement
are filed as exhibits
to the registration statement of which this prospectus forms a part.
This summary does not
purport to be complete and is qualified in its entirety by reference
to those exhibits. For
a complete description of those securities, you should read those
exhibits." We are
unable to locate the form of securities. Please advise or revise.
Stavros Lambrinidis
FirstName LastNameStavros
European Investment Bank Lambrinidis
Comapany
October 20,NameEuropean
2023 Investment Bank
October
Page 2 20, 2023 Page 2
FirstName LastName
3. We refer you to the "Amendments" disclosure on page 17. Please advise
as to whether
any of the changes requiring majority approval may relate to the
repayment terms of the
securities, similar to the changes requiring unanimous approval
disclosed on page 18.
Foreign Exchange Risks, page 28
4. You discuss foreign exchange risks and state that "[f]or additional
information regarding
exchange rates, see Exhibit I of the EIB s Annual Reports on Form
18K incorporated
herein by reference." Please provide a more specific cross-reference
so readers can locate
the specific risk disclosures within the EIB's Annual Reports.
Taxation, page 28
5. You state that [i]t is the opinion of counsel, Cravath, Swaine &
Moore LLP, that the
conclusions reached in this section describe the material U.S. Federal
tax consequences to
holders of a security. Please clarify whether or not there are any
material foreign tax
consequences and if so, please revise your filing accordingly. Please
see Staff Legal
Bulletin 19 (Oct. 14, 2011) at Section III, footnote 40 and footnote
42.
Form 18-K filed May 5, 2023
General, page 29
6. You state on page 29 of the 2022 Financial Report that [t]he EIB
s Group s consolidated
result under the International Reporting Standards (IFRS) amounted to
EUR 2 327.0
million in 2022 as compared to EUR 8 277.3 million in 2021,
representing a decrease of
EUR 5 950.3 million year on year, or 71.9%. The text corresponding
to and footnote 7 in
Note M of the EIB Group Consolidated Financial Statements under IFRS
provides that
this change is largely driven by the net result on shares and other
variable yield securities
and the negative valuation effects observed in private equity
markets during 2022. We
also note the significant variance in your consolidated results under
IFRS as disclosed on
page 32 of your 2021 Financial Report where you state [t]he 2021
IFRS consolidated
result stands at EUR 8 277.3 million as compared to a result of EUR 2
637.4 million
observed in 2020 (an increase of EUR 5 639.9 million year on year).
Please discuss
those private equity investments that are individually or in the
aggregate material and
drove these significant variations in 2022 and 2021.
Note R Fair Value of Financial Assets and Liabilities, page 232
7. We note your disclosure on page 198 that private equity, venture
capital operations, debt
infrastructure and investment funds are measured mandatorily at fair
value through profit
or loss with changes in the fair value recorded in Results on
Financial Operations. We
note from your disclosure on page 232 that you have classified these
investments as Level
3 in the fair value hierarchy as part of shares and other variable
yield securities, but we
Stavros Lambrinidis
European Investment Bank
October 20, 2023
Page 3
were unable to locate the disclosures required by IFRS13.93(d) and
IFRS 13.93(h). Please
supplementally provide us with this information or tell us why you do
not believe these
disclosures are required.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Angie Kim at 202-551-3535 or Michael Coco at 202-551-3253
with any
other questions.
Sincerely,
FirstName LastNameStavros Lambrinidis
Division of
Corporation Finance
Comapany NameEuropean Investment Bank
Office of
International Corporate
October 20, 2023 Page 3 Finance
FirstName LastName