Bond Turkiye 6% ( US900123CL22 ) in USD

Turkiye

100 % ▲

Turkey

US900123CL22 ( in USD )

6% per year ( payment 2 times a year)

24/03/2027

Prospectus brochure of the bond Turkey US900123CL22 en USD 6%, maturity 24/03/2027

200 000 USD

3 250 000 000 USD

900123CL2

25/03/2026 ( In 138 days )

Turkey is a transcontinental Eurasian country spanning Western Asia and Southeastern Europe, with a rich history and diverse cultural heritage encompassing influences from various empires and civilizations.

Turkey has issued a USD 3,250,000,000 bond (ISIN: US900123CL22, CUSIP: 900123CL2) maturing on March 24, 2027, with a 6% coupon rate, paying semi-annually, currently trading at 100% and having a minimum trading size of USD 200,000.

Prospectus Supplement
424B5 1 d299036d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-214640

PROSPECTUS SUPPLEMENT
(To the Prospectus dated November 29, 2016)
$2,000,000,000

TÜRKIYE CUMHURIYETI
(The Republic of Turkey)
6.000% Notes due March 25, 2027

The Republic of Turkey (the "Republic" or "Turkey") is offering $2,000,000,000 principal amount of its 6.000% Notes due March 25, 2027 (the "notes").
The notes will constitute direct, general and unconditional obligations of the Republic. The full faith and credit of the Republic will be pledged for the due and
punctual payment of all principal and interest on the notes. The Republic will pay interest on March 25 and September 25 of each year, commencing with a
long first coupon payable on September 25, 2017. Interest will accrue from the Issue Date (as defined below).
This prospectus supplement and accompanying prospectus dated November 29, 2016, constitute a prospectus for the purposes of Article 5.3 of Directive
2003/71/EC, as amended (the "Prospectus Directive").
Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF"), as competent
authority under the Prospectus Directive, to approve this prospectus supplement and the accompanying prospectus dated November 29, 2016 as a prospectus
for the purposes of the Prospectus Directive. Application is being made to list on the Official List and trade the notes on the Regulated Market "Bourse de
Luxembourg" of the Luxembourg Stock Exchange, which is a regulated market for the purposes of the Market in Financial Instruments Directive
(2004/39/EC) ("MiFiD"). The CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the
Republic in line with the provisions of Article 7(7) of the Luxembourg Prospectus Law.
See the section entitled "Risk Factors" for a discussion of certain factors you should consider before investing in the notes.
The notes will be designated collective action securities and will, therefore, contain "collective action clauses". Under these provisions, which are
described beginning on page 17 of the accompanying prospectus dated November 29, 2016, the Republic may amend the payment provisions of the notes and
other "reserved matters" listed in the fiscal agency agreement with the consent of the holders of: (1) with respect to a single series of notes, more than 75% of
the aggregate principal amount of the outstanding notes of such series; (2) with respect to two or more series of notes, if certain "uniformly applicable"
requirements are met, more than 75% of the aggregate principal amount of the outstanding notes of all series affected by the proposed modification, taken in
the aggregate; or (3) with respect to two or more series of notes, more than 66 2/3% of the aggregate principal amount of the outstanding notes of all series
affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding notes of each series
affected by the proposed modification, taken individually. "Reserved matters" include, among other things, changes in the dates on which any amounts are
payable on the debt securities, reductions in principal amounts or interest rates on the debt securities, a change in the currency of the debt securities, any
change in the identity of the obligor under the debt securities, or a change in the status of the debt securities.

Per Note
Total

Public Offering Price

98.858%
$1,977,160,000
Underwriting discount

0.075%
$
1,500,000
Proceeds, before expenses, to the Republic of Turkey

98.783%
$1,975,660,000

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined
that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes on or about January 23, 2017 (the
"Issue Date"), through the book-entry facilities of The Depository Trust Company ("DTC"), against payment in same-day funds.

Joint Book-Running Managers
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Prospectus Supplement
Barclays
Citigroup

Goldman Sachs International

QNB Capital
The date of this prospectus supplement is January 18, 2017.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
The Republic accepts responsibility for the information contained within this prospectus supplement and accompanying prospectus. The
Republic declares that having taken all reasonable care to ensure that such is the case, the information contained in this prospectus supplement and
accompanying prospectus is, to the best of its knowledge, in accordance with the facts and makes no omission likely to affect its import.
Unless otherwise stated, all annual information, including budgetary information, is based upon calendar years. Figures included in this
prospectus supplement and the accompanying prospectus have been subject to rounding adjustments; accordingly, figures shown for the same item
of information may vary, and figures that are totals may not be an arithmetical aggregate of their components.
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including the documents
incorporated by reference, in making your investment decision. The Republic has not authorized anyone to provide you with any other information.
If you receive any unauthorized information, you must not rely on it.
The Republic is offering to sell the notes only in places where offers and sales are permitted.
You should not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate as of any
date other than its respective date.
FORWARD-LOOKING STATEMENTS
The Republic has made forward-looking statements in this prospectus supplement. Statements that are not historical facts are forward-
looking statements. These statements are based on the Republic's current plans, estimates, assumptions and projections. Therefore, you should not
place undue reliance on them. Forward-looking statements speak only as of the date they are made. The Republic undertakes no obligation to
update any of them in light of new information or future events.
Forward-looking statements involve inherent risks. The Republic cautions you that a number of factors could cause actual results to differ
materially from those contained in any forward-looking statements. These factors include, but are not limited to:

·
External factors, such as:

·
interest rates in financial markets outside Turkey;

·
the impact of changes in the credit ratings of Turkey;

·
the impact of changes in the international prices of commodities;

·
economic conditions in Turkey's major export markets;

·
the decisions of international financial institutions regarding the terms of their financial arrangements with Turkey;

·
the impact of any delays or other adverse developments in Turkey's accession to the European Union; and

·
the impact of adverse developments in the region where Turkey is located.

·
Internal factors, such as:

·
general economic and business conditions in Turkey;

·
political, military or internal security events in Turkey;

·
present and future exchange rates of the Turkish currency;

·
foreign currency reserves;

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Table of Contents

·
the level of domestic debt;

·
domestic inflation;

·
natural events, such as climatic changes, earthquakes and floods;

·
the ability of Turkey to effect key economic reforms;

·
the level of foreign direct and portfolio investment in Turkey; and

·
the level of Turkish domestic interest rates.
SOVEREIGN IMMUNITY AND ARBITRATION
The Republic is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize upon judgments of courts in the
United States against the Republic. See "Debt Securities -- Governing Law and Consent to Service" in the accompanying prospectus.
CURRENCY AND EXCHANGE RATE DATA
References to "Turkish Lira" and "TL" in this prospectus supplement in the context of a point in time after January 1, 2009 are to the Turkish
Lira, the Republic's new official currency, which was introduced on January 1, 2009 in place of the New Turkish Lira; references in this prospectus
supplement to "New Turkish Lira" and "YTL" are to the lawful currency of the Republic for the period beginning on January 1, 2005 and ending
on December 31, 2008; and references to "Turkish Lira" and "TL" in this prospectus supplement in the context of a point in time prior to
January 1, 2005 are to the Turkish Lira before it was replaced with New Turkish Lira. References to "U.S.$", "$", "U.S. dollars" and "dollars" in
this prospectus supplement are to lawful money of the United States of America.
Translations of amounts from Turkish Lira to dollars are solely for the convenience of the reader and, unless otherwise stated, are made at the
exchange rate prevailing at the time as of which such amounts are specified. No representation is made that the Turkish Lira or dollar amounts
referred to herein could have been or could be converted into dollars or Turkish Lira, as the case may be, at any particular rate or at all.

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TABLE OF CONTENTS

Page
Prospectus Supplement

Overview
S-1
Risk Factors
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Recent Developments and Summary
S-15
Description of The Notes
S-34
Global Clearance and Settlement
S-39
Taxation
S-42
Underwriting
S-47
Legal Matters
S-50
Table of References
S-51
Prospectus

Where You Can Find More Information

2
Data Dissemination

3
Use of Proceeds

3
Debt Securities

3
Plan of Distribution
20
Debt Record
22
Validity of the Securities
22
Official Statements
22
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Authorized Agent
22

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Table of Contents
OVERVIEW
This overview should be read as an introduction to the prospectus supplement and the accompanying prospectus. Any decision to invest
in the notes by an investor should be based on consideration of the prospectus supplement and the accompanying prospectus as a whole.
Where a claim relating to the information contained in the prospectus supplement or the accompanying prospectus is brought before a court
in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating the prospectus supplement and the accompanying prospectus before the legal proceedings
are initiated.

Issuer
The Republic of Turkey.

The Republic of Turkey is located in southwestern Asia, where it borders Iran, Armenia,
Georgia, Azerbaijan, Iraq and Syria, and southeastern Europe, where it borders Greece and

Bulgaria, with a total territory (inclusive of its lakes) of approximately 814,578 square
kilometers. Turkey's population, as of December 2015, was estimated to be 78,741,053.

The Republic of Turkey was founded in 1923 and currently has a parliamentary form of

government. The Republic has undertaken many reforms to strengthen its democracy and
economy, in connection with its accession negotiations with the European Union.

Securities Offered
$2,000,000,000 6.000% Notes due March 25, 2027.

Maturity Date
March 25, 2027.

Issue Price
98.858% of the principal amount of the notes.

Interest Payment Dates
March 25 and September 25 of each year, commencing with a long first coupon payable on
September 25, 2017, for the period from and including the Issue Date to but excluding
September 25, 2017.

Status and Ranking
The notes will constitute direct, general, unconditional and unsubordinated public external
indebtedness of the Republic for which the full faith and credit of the Republic is pledged.
The notes rank and will rank without any preference among themselves and equally with all
other unsubordinated public external indebtedness of the Republic. It is understood that this
provision shall not be construed so as to require the Republic to make payments under the
debt securities ratably with payments being made under any other public external
indebtedness. See "Debt Securities --Status of the Debt Securities" and "Debt
Securities -- Negative Pledge" in the accompanying prospectus.

Markets
The notes are offered for sale in those jurisdictions where it is legal to make such offers. See
"Underwriting".

Listing and Admission to Trading
Application is being made to list on the Official List and trade the notes on the Regulated
Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange.

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Negative Pledge
Clause (9) of the definition of Permitted Lien set forth on pages 6 and 7 of the accompanying
prospectus shall read as follows for purposes of the notes: Liens on assets (other than official
holdings of gold) in existence on January 23, 2017, provided that such Liens remain
confined to the assets affected thereby on January 23, 2017, and secure only those
obligations so secured on January 23, 2017.

Form
The notes will be book-entry securities in fully registered form, without coupons, registered
in the names of investors or their nominees in denominations of $200,000 and integral
multiples of $1,000 in excess thereof.

Clearance and Settlement
Beneficial interests in the notes will be shown on, and transfer thereof will be effected only
through, records maintained by DTC and its participants, unless certain contingencies occur,
in which case the notes will be issued in definitive form. Investors may elect to hold
interests in the notes through DTC, Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream
Banking, S.A. ("Clearstream Banking Luxembourg"), if they are participants in such
systems, or indirectly through organizations that are participants in such systems. See
"Global Clearance and Settlement".

Payment of Principal and Interest
Principal and interest on the notes will be payable in U.S. dollars or other legal tender of the
United States of America. As long as the notes are in the form of a book-entry security,
payments of principal and interest to investors shall be made through the facilities of DTC.
See "Description of the Notes -- Payments of Principal and Interest" and "Global Clearance
and Settlement -- Ownership of Notes through DTC, Euroclear and Clearstream Banking
Luxembourg".

Default
The notes will contain events of default, the occurrence of which may result in the
acceleration of our obligations under the notes prior to maturity. See "Description of the
Notes -- Default; Acceleration of Maturity" in this prospectus supplement.

Collective Action Securities
The notes will be designated Collective Action Securities under the Fiscal Agency
Agreement, dated as of March 23, 2015, between the Republic and The Bank of New York
Mellon (the "Fiscal Agency Agreement"). The notes will contain provisions regarding
acceleration and voting on amendments, modifications, changes and waivers that differ from
those applicable to certain other series of U.S. dollar denominated debt securities issued by
the Republic and described in the accompanying prospectus. The provisions described in this
prospectus supplement will govern the notes. These provisions are commonly referred to as
"collective action clauses." Under these provisions, which are described beginning on
page 17 of the accompanying prospectus dated November 29, 2016, the Republic may
amend the payment provisions of the notes and other reserved matters listed in the Fiscal
Agency Agreement with the consent of the holders of: (1) with respect to a single series of
notes, more than 75% of the aggregate principal amount of the outstanding notes of such
series; (2) with respect to two or more series of notes, if certain "uniformly applicable"
requirements are met, more than 75% of the aggregate principal amount of the outstanding
notes of all series affected by the proposed modification, taken in the aggregate; or (3) with
respect to two or more series of notes, more than 66 2/3% of the aggregate principal amount
of the outstanding notes of all series affected by

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Prospectus Supplement
the proposed modification, taken in the aggregate, and more than 50% of the aggregate
principal amount of the outstanding notes of each series affected by the proposed

modification, taken individually. These provisions are described in the section "Debt
Securities -- Collective Action Securities Issued On or After January 1, 2015" in the
accompanying prospectus.

Sinking Fund
None.

Prescription Period
None.

Use of Proceeds
The Republic will use the net proceeds of the sale of the notes for general financing
purposes, which may include the repayment of debt. The amount of net proceeds (before
expenses) is $1,975,660,000.

Risk Factors
Risks associated with the notes generally include: 1) the trading market for the notes may be
volatile and may be adversely impacted by many events; 2) there may be no active trading
market for the notes; 3) the notes may not be a suitable investment for all investors; 4) the
notes are unsecured; 5) the notes contain provisions that permit the Republic to amend the
payment terms without the consent of all holders; 6) there can be no assurance that the laws
of the State of New York in effect as at the date of this prospectus supplement will not be
modified; and 7) legal investment considerations may restrict certain investments.

Risks associated with the Republic generally include: 1) the Republic is a foreign sovereign
state and accordingly it may be difficult to obtain or enforce judgments against it; 2) there
can be no assurance that the Republic's credit ratings will not change; 3) risks associated
with political and economic environment; 4) risks associated with significant seismic events;
5) volatile international markets and events may have a negative effect on the Turkish
economy; 6) potential refinancing risk; 7) potential inflation risk; 8) risks associated with

the Republic's current account deficit; 9) risks associated with the foreign exchange rate of
the Republic's currency; 10) risks associated with delays or other adverse developments in
the Republic's accession to the European Union may have a negative impact on the
Republic's economic performance and credit ratings; 11) risks associated with pending
arbitration proceedings; 12) risks associated with external shocks; and 13) risks associated
with recent federal court decisions in New York relating to ranking provisions.

These risk factors are described in the section entitled "Risk Factors" of this prospectus

supplement.

Fiscal Agency Agreement
The notes will be issued pursuant to the Fiscal Agency Agreement.

Taxation
For a discussion of United States and Turkish tax consequences associated with the notes,
see "Taxation" in this prospectus supplement. Investors should consult their own tax
advisors in determining the foreign, U.S. federal, state, local and any other tax consequences
to them of the purchase, ownership and disposition of the notes.

S-3
Table of Contents
Governing Law
The notes will be governed by the laws of the State of New York, except with respect to the
authorization and execution of the notes, which will be governed by the laws of the Republic
of Turkey.

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Prospectus Supplement
Clearing Reference Numbers
ISIN No. US900123CL22

CUSIP No. 900123 CL2

S-4
Table of Contents
RISK FACTORS
You should read this entire prospectus supplement and the accompanying prospectus carefully. Words and expressions defined elsewhere in
this prospectus supplement and the accompanying prospectus have the same meanings in this section. Investing in the notes involves certain risks.
In addition, the purchase of the notes may involve substantial risks and be suitable only for investors who have the knowledge and experience in
financial and business matters to enable them to evaluate the risks and merits of an investment in the notes. You should make your own inquiries
as you deem necessary without relying on the Republic or any underwriter and should consult with your financial, tax, legal, accounting and other
advisers, prior to deciding whether to make an investment in the notes. You should consider, among other things, the following:
Risks Relating to the Notes
The trading market for the notes may be volatile and may be adversely impacted by many events.
The market for the notes is expected to be influenced by economic, political, social and market conditions and, to varying degrees, interest
rates, currency exchange rates and inflation rates in the United States and Europe and other countries. There can be no assurance that events in
Turkey, the United States, Europe or elsewhere will not cause market volatility or that such volatility will not adversely affect the price of the notes
or that economic, political, social and market conditions will not have any other adverse effect.
There may be no active trading market for the notes.
There can be no assurance that an active trading market for the notes will develop, or, if one does develop, that it will be maintained. If an
active trading market for the notes does not develop or is not maintained, the market or trading price and liquidity of the notes may be adversely
affected. If the notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing
interest rates, the market for similar securities, general economic conditions and the financial condition of the Republic. Although an application
will be made to list on the Official List and trade the notes on the Regulated Market "Bourse de Luxembourg" of the Luxembourg Stock Exchange,
there is no assurance that such application will be accepted or that an active trading market will develop.
The notes may not be a suitable investment for all investors.
You must determine the suitability of investment in the notes in the light of your own circumstances. In particular, you should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the notes and the merits and risks of investing in the
notes;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of your particular financial situation, an
investment in the notes and the impact the notes will have on your overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the notes, including where the currency
for principal or interest payments is different from your currency;
(iv) understand thoroughly the terms of the notes and be familiar with the behavior of any relevant indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other
factors that may affect your investment and your ability to bear the applicable risks.
The notes are unsecured.
The notes constitute unsecured obligations of the Republic.

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The notes contain provisions that permit the Republic to amend the payment terms without the consent of all holders.
The notes contain provisions regarding acceleration and voting on amendments, modifications, changes and waivers, which are commonly
referred to as "collective action clauses". Under these provisions, certain key provisions of the notes may be amended, including the maturity date,
interest rate and other payment terms, with the consent of the holders of 75% of the aggregate principal amount of the outstanding notes. See
"Description of the Notes -- Default; Acceleration of Maturity" and "-- Amendments and Waivers" in this prospectus supplement and "Debt
Securities -- Collective Action Securities Issued On or After January 1, 2015" in the accompanying prospectus.
There can be no assurance that the laws of the State of New York in effect as at the date of this prospectus supplement will not be modified.
The conditions of the notes are based on the laws of the State of New York in effect as at the date of this prospectus supplement. No
assurance can be given as to the impact of any possible judicial decision or change to New York law or administrative practice after the date of this
prospectus supplement.
Legal investment considerations may restrict certain investments.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Prospective investors should consult their legal advisers to determine whether and to what extent: (1) the notes are legal investments
for such prospective investors; (2) the notes can be used as collateral for various types of borrowing; and (3) other restrictions apply to their
purchase or pledge of any notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate
treatment of notes under any applicable risk based capital or similar rules.
Risks Relating to the Republic
The Republic is a foreign sovereign state and accordingly it may be difficult to obtain or enforce judgments against it.
The Republic is a sovereign state. Consequently, the ability of noteholders to sue the Republic may be limited.
The Republic has not consented to service or waived sovereign immunity with respect to actions brought against it under United States
federal securities laws or any State securities laws. In the absence of a waiver of immunity by the Republic with respect to these actions, it would
not be possible to obtain judgment in such an action brought against the Republic in a court in the United States unless the court were to determine
that the Republic is not entitled under the Foreign Sovereign Immunities Act to sovereign immunity with respect to such action. Further, even if a
United States judgment could be obtained in such an action, it may not be possible to enforce in the Republic a judgment based on such a United
States judgment. Execution upon property of the Republic located in the United States to enforce a United States judgment may not be possible
except under the limited circumstances specified in the Foreign Sovereign Immunities Act.
There can be no assurance that the Republic's credit ratings will not change.
Long-term foreign currency debt of the Republic is currently rated BB by Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's") (which changed the Republic's long-term foreign currency debt rating on July 20, 2016 from BB+), Ba1 by Moody's
Investors Service, Inc. ("Moody's") (which changed the Republic's long-term foreign and local currency rating on September 23, 2016 from Baa3)
and BBB- by Fitch Ratings Limited ("Fitch") (which changed the Republic's long-term foreign currency rating on November 5, 2012 from BB+).

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On November 4, 2016, Standard & Poor's revised its outlook on Turkey to stable from negative and affirmed its BB foreign currency and
BB+ local currency long-term credit ratings. Standard & Poor's stated that although Turkey's high private sector external debt poses a risk to
economic stability, government policy is gradually refocusing on measures to reduce external vulnerabilities, albeit in the presence of weaker
growth and moribund private investment. Standard & Poor's also noted that the stable outlook reflects the balance between the resilience of the
Turkish economy against lingering regional and domestic risks which, if realized, could increase balance-of-payments pressures and widen
currently moderate fiscal deficits. Standard & Poor's indicated that it could lower the Republic's credit ratings if one of the following were to
occur: (1) Turkey's fiscal performance and debt metrics deteriorated beyond Standard & Poor's then current expectations; (2) political uncertainty
contributed to further weakening in the investment environment; or (3) tightening global policy rates intensified balance of payment pressures.
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On September 23, 2016, Moody's lowered Turkey's long-term issuer and senior unsecured bond rating to Ba1 from Baa3 and assigned a
stable outlook. Moody's stated that the downgrade was driven by the increase in the risks related to the country's sizeable external funding
requirements and the weakening in previously supportive credit fundamentals, particularly growth and institutional strength. Moody's stated that
the stable outlook balances downside risks arising from the erosion in Turkey's economic resilience and increasing balance of payments pressures
against credit-positive considerations arising from its large and flexible economy which continues to register positive growth and the government's
strong fiscal track record. Moody's indicated that upward movement in Turkey's sovereign rating will be constrained by balance-of-payments
factors as long as external imbalances remain large. Moody's also indicated that downward pressures on Turkey's sovereign rating could emerge if
one or a combination of the following occur: (1) trends in the public finances were to be materially reversed; (2) a sudden and sustained reversal in
foreign capital flows; (3) a more than anticipated erosion of institutional strength or an increase in political risks greater than what has been
anticipated.
On August 19, 2016, Fitch affirmed the Republic's long-term foreign and local currency issuer default ratings, and the Republic's senior
unsecured foreign and local currency bond ratings, at BBB- and changed the outlook on those ratings to negative from stable. Fitch stated that the
unsuccessful coup attempt in July 2016 confirms heightened risks to political stability and uncertainty over capacity and continuity due to the scale
of the purge of public sector workers that the Government considers to be followers of the coup plotters. Furthermore, Fitch cited the worsening of
security conditions outside of the context of the coup attempt, which are having a material impact on the tourism sector, as a reason for the negative
outlook. In addition, Fitch stated that the removal of a large number of senior military officials following the attempted coup may hinder Turkey's
capacity to address ongoing security challenges. Fitch indicated that the following factors, individually or collectively, could trigger a downgrade:
(1) prolonged or deepened political instability, insecurity or geopolitical stresses that undermine economic performance or economic policy
credibility; (2) a materialization of stresses stemming from external financing vulnerabilities; and (3) a reversal in the declining trend in debt/GDP
or a worsening of external imbalances.
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. Any adverse change in an applicable credit rating could adversely affect the trading price for the notes and
have the potential to affect the Republic's cost of funds in the international capital markets and the liquidity of and demand for the Republic's debt
securities. Any adverse change in outlook or credit watch by Standard & Poor's, Fitch or Moody's could have similar adverse effects. The
Republic's current long-term debt ratings include sub-investment grade ratings from Standard & Poor's and Moody's. These ratings indicate that
the notes are regarded as having significant speculative characteristics, and that there are major ongoing uncertainties or exposure to financial or
economic conditions which could compromise the Republic's capacity to meet its financial commitment on the notes. In the event that the credit
rating for the Republic's long-term debt securities from Fitch (in addition to Standard & Poor's and Moody's) were to be lowered to
sub-investment grade, the market for the debt securities of the Republic, including for the notes, could be subject to increased volatility and the
prices of the Republic's debt securities, including the notes, could decrease due to sales by investors who are not permitted to hold, or who do not
wish to

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hold, sub-investment grade rated debt securities. In addition, this would have a negative impact on the capital adequacy ratios of Turkish banks that
hold any of the Republic's debt securities as it would increase their risk weighted assets.
Risks associated with political and economic environment.
The Republic has from time to time experienced volatile political, economic and social conditions, including two financial crises in 1994 and
2000/2001 and a failed coup d'état in July 2016. The Republic's economy was also impacted by the 2008-2009 global financial crisis. If similar
conditions recur or if the current global economic slowdown persists or worsens, this may adversely affect the Republic's economy and financial
condition. The Republic has not defaulted on any principal or interest of any external debt represented by bonds issued in public international
markets since it began issuing such bonds in 1988. In 1978, 1979 and 1980, the Republic rescheduled an aggregate amount of approximately
U.S.$3.95 billion of its external debt consisting of commercial and government credits, which represented 20.6% of the Republic's total
outstanding external debt at that time. The Republic initiated the rescheduling to avoid a possible default under its external debt. Since that
rescheduling, the Republic has always paid, when due, the full amount of principal and interest on its direct and indirect external debt. The
Republic completed all payments under the rescheduling in July 1992.
The Republic has been a parliamentary democracy since 1923. Since its formation in 1923, the Republic has had sixty-four governments and
political disagreements have frequently resulted in early elections. In the Republic's June 2015 national elections, no political party won an overall
majority to form a single party government. After the election, attempts to form a coalition failed and on November 1, 2015, a snap election was
held. In the November 2015 elections, the Justice and Development Party (the "AKP") received 49.50% of the eligible votes and on November 24,
2015, it formed a single party government.
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Prospectus Supplement
The Turkish military establishment has historically been an important factor in Turkish government and politics, interfering with civilian
authority three times between 1959 and 2015 (in 1960, 1971 and 1980). Each time, the military withdrew after the election of a new civilian
government and the introduction of changes to the legal and political systems. In July 2016, a faction of the Turkish military initiated an attempted
coup d'état that failed.
In late May 2013, demonstrations began in Istanbul's Taksim Gezi Park initially with respect to planned urban development, which were
followed by wider protests, demonstrations and strikes in a number of cities. Since these events, the Republic has experienced other forms of civil
unrest, including public demonstrations and political protests. In 2015, there were thousands of anti-government demonstrations throughout
Turkey, some of which were related to the ongoing conflict in Syria and some related to the conflict between the government and the Kurdistan
Workers Party ("PKK"), a terrorist group. The level of conflict between the Republic and the PKK increased following the end of a two-year
cease-fire in July 2015. The violence has continued to escalate resulting in hundreds of civilian as well as military casualties, damage to
infrastructure in the southeast region of Turkey, and political conflict with the pro-Kurdish Peoples' Democratic Party ("HDP").
On December 17, 2013, a corruption and bribery investigation commenced with the detention and questioning of, among others, the sons of
three cabinet ministers. As a result, on December 25, 2013, the Minister of Environment and Urban Planning, the Minister of Economy and the
Minister of the Interior resigned. On the same day, Turkish Prime Minister Recep Tayyip Erdogan announced eight new cabinet ministers and
reshuffled one cabinet member to a new ministerial position. The investigation stemmed from allegations of illicit gold transfers and bribes paid by
certain persons in the construction industry. In addition, in January 2014, the deputy head of the police force, many police chiefs and a large
number of other police officers in 15 cities were removed and a large number of other Turkish police officers and a number of prosecutors were
reassigned. In December 2013 and January 2014, anti-government demonstrations were held in Istanbul and Ankara. On February 28, 2014, all
detainees held as a result of such demonstrations were released. On October 17, 2014, the prosecutor decided not to proceed against 53 graft
suspects. The prosecutor pointed to a lack of grounds for legal action against the suspects.

S-8
Table of Contents
In January 2014, the Government issued a proposal to restructure the Supreme Board of Judges and Prosecutors (the "HSYK"), which is the
body responsible for appointments in the Turkish judiciary. On February 26, 2014, the President signed a law which gives the Ministry of Justice
control with respect to appointing members of the judiciary.
Following the November 2015 elections, the Government started negotiations to form a new constitution, with an aim to replace the existing
constitution, which had been enacted after the military coup in 1980. The new constitution may provide for a potential change from the current
parliamentary system to a presidential model, among other issues. Additionally, on January 13, 2016, a new constitutional reform package, which
proposes giving executive powers to the president and vice president, while abolishing the post of prime minister, was approved by Parliament, and
if approved in further rounds of voting would be put to a public referendum, which is expected in April 2017 or later. Prospects of a regime change
from the parliamentarian system to a presidential or semi-presidential system are not clear.
On July 15, 2016, a coup d'état was attempted in Turkey against state institutions, including, but not limited to the Government by a faction
within the army that is linked to the Gulen movement (which was officially designated by the Government as a terrorist group called FETÖ in May
2016). The coup plotters attempted to overthrow the Government by seizing control of several key institutions and buildings in Ankara, Istanbul,
and elsewhere, but failed to do so as there was strong public opposition against the coup plotters. During the coup attempt, around 250 people were
killed and more than 2,200 were injured while many government buildings, including the Turkish Parliament and the Presidential Palace, were
damaged. On July 21, 2016, the Parliament approved the declaration of a three-month state of emergency in order to enable the authorities to take
swift and effective action against those responsible for the failed coup, which also resulted in the temporary suspension of the European
Convention on Human Rights. On August 7, 2016, several million people gathered in Istanbul for an anti-coup rally organized by the Turkish
authorities, showing solidarity and political cohesion against the attempt. The President, Prime Minister and the two leaders of the opposition
parties participated in the anti-coup rally. On October 3, 2016, the Parliament approved an extension of a three-month-long state of emergency,
declared after the country's failed military coup, by a further three months. On January 3, 2017, the Parliament again approved an extension of the
state of emergency by a further three months.
As of August 17, 2016, approximately 40,000 people have been detained in connection with the failed coup. Of those detained, a substantial
number were military personnel (approximately 10,000 people, including 178 generals). Around 20,000 people have been arrested as of August 17,
2016, including police officers, soldiers, judiciary members, local administrators and civilians. As of January 4, 2017, nearly 120,000 government
officials have been fired or suspended from various public institutions (including approximately 3,000 judges and prosecutors), the deans of all
universities have resigned and the licenses of approximately 21,000 teachers working at private institutions have been terminated due to their
alleged links to the Gulen movement. In addition, more than 100 media outlets have been closed, including newspapers, TV channels, radio
stations and magazines. Later, some previously suspended government officials were reinstated. For additional information, see "Recent
Developments and Summary -- General". Following the coup, there have also been raids on businesses with links to the Gulen movement. These
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Document Outline

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