Obligation Turkiye 3.25% ( US900123CA66 ) en USD

Turkiye

100 % ▲

Turquie

US900123CA66 ( en USD )

3.25% par an ( paiement semestriel )

22/03/2023 - Obligation échue

Prospectus brochure de l'obligation Turkey US900123CA66 en USD 3.25%, échue

200 000 USD

1 500 000 000 USD

900123CA6

La Turquie est un pays transcontinental situé à la fois en Europe et en Asie, possédant un riche héritage culturel et historique qui englobe des influences byzantines, ottomanes et anatoliennes.

L'Obligation émise par Turkiye ( Turquie ) , en USD, avec le code ISIN US900123CA66, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/03/2023

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
424B5 1 d460766d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-170922

PROSPECTUS SUPPLEMENT
(To the Prospectus dated February 3, 2011)
$1,500,000,000

(The Republic of Turkey)
3.250% Notes due March 23, 2023

The Republic of Turkey (the "Republic" or "Turkey") is offering $1,500,000,000 principal amount of its 3.250% Notes due
March 23, 2023 (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 23 and September 23 of each year, commencing with a long first coupon payable on September 23, 2013.
Interest will accrue from the Issue Date (as defined below).
This prospectus supplement and accompanying prospectus dated February 3, 2011, 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 February 3, 2011 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, as such, will contain provisions regarding acceleration and voting
on amendments, modifications, changes and waivers that differ from those applicable to certain other series of debt securities issued
by the Republic. Under these provisions, which are described in the sections entitled "Description of the Notes -- Default;
Acceleration of Maturity" and "-- Amendments and Waivers" beginning on page S-18 of this prospectus supplement and "Collective
Action Securities" beginning on page 13 of the accompanying prospectus, the Republic may amend the payment provisions of the
notes and certain other terms with the consent of the holders of 75% of the aggregate principal amount of the outstanding notes.

Per Note

Total

Public Offering Price

98.093%

$1,471,395,000
Underwriting discount

0.075%

$
1,125,000
Proceeds, before expenses, to the Republic of Turkey

98.018%

$1,470,270,000

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 15, 2013 (the "Issue Date"), through the book-entry facilities of The Depository Trust Company ("DTC"), against payment in
same-day funds.

1 of 60
1/9/2013 12:18 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
Joint Book-Running Managers

BNP PARIBAS

Deutsche Bank Securities

Goldman Sachs International
The date of this prospectus supplement is January 8, 2013.
2 of 60
1/9/2013 12:18 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
The Republic accepts responsibility for the information contained within this document. The Republic declares that having taken
all reasonable care to ensure that such is the case, the information contained in this document 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 rating 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;

·
present and future exchange rates of the Turkish currency;

·
foreign currency reserves;

·
the level of domestic debt;

S-i
3 of 60
1/9/2013 12:18 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
Table of Contents

·
domestic inflation;

·
the ability of Turkey to effect key economic reforms;

·
the level of foreign direct and portfolio investment; 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
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 "US$", "$", "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.

S-ii
4 of 60
1/9/2013 12:18 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Overview
S-1

Risk Factors
S-4

Recent Developments
S-9

Description of The Notes
S-17
Global Clearance and Settlement
S-23
Taxation
S-26
Underwriting
S-32
Legal Matters
S-35
Table of References
S-36
Prospectus

Where You Can Find More Information
2

Data Dissemination
3

Use of Proceeds
3

Debt Securities
3

Collective Action Securities
13

Plan of Distribution
15

Debt Record
16

Validity of the Securities
17

Official Statements
17

Authorized Agent
17

S-iii
5 of 60
1/9/2013 12:18 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
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
2011, was estimated to be 74,724,269.

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
$1,500,000,000 3.250% Notes due March 23, 2023.

Maturity Date
March 23, 2023.

Issue Price
98.093% of the principal amount of the notes.

Interest Payment Dates
March 23 and September 23 of each year, commencing with a long first coupon
payable on September 23, 2013, for the period from and including the Issue Date to
but excluding September 23, 2013.

Status and Ranking
Upon issuance, the notes will constitute direct unconditional and general obligations
of the Republic and will rank equally with the Republic's other external debt
denominated in currencies other than Turkish Lira which is (i) payable to a person
or entity not resident in Turkey and (ii) not owing to a Turkish citizen. 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.

Negative Pledge
Clause (9) of the definition of Permitted Lien set forth on pages five and six 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 15, 2013,
provided that such Liens remain confined to the assets affected thereby on January
15, 2013, and secure only those obligations so secured on January 15, 2013.

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.

S-1
6 of 60
1/9/2013 12:18 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
Table of Contents
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 Luxembourg, société anonyme
("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 "Debt
Securities -- Default" and "-- Acceleration of Maturity" in the accompanying
prospectus.

Collective Action Securities
The notes will be designated Collective Action Securities under the Fiscal Agency
Agreement, dated as of December 15, 1998, between the Republic and The Bank of
New York Mellon (successor-in-interest to JPMorgan Chase Bank, N.A.), as
amended by Amendment No. 1 to Fiscal Agency Agreement, dated as of
September 17, 2003, and Amendment No. 2 to the Fiscal Agency Agreement, dated
as of January 7, 2004 (collectively, 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, the Republic may amend certain key terms
of the notes, including the maturity date, interest rate and other payment terms, with
the consent of the holders of not less than 75% of the aggregate principal amount of
the outstanding notes of the series, voting as a single class. Additionally, if an event
of default has occurred and is continuing, the notes may be declared to be due and
payable immediately by holders of not less than 25% of the aggregate principal
amount of the outstanding notes of the series, voting as a single class. These
provisions are described in the sections entitled "Description of the Notes --
Default; Acceleration of Maturity" and "-- Amendments and Waivers" in this
prospectus supplement and "Collective Action Securities" in the accompanying
prospectus.

Sinking Fund
None.

Prescription Period
None.

S-2
7 of 60
1/9/2013 12:18 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
Table of Contents
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 $1,470,270,000.

Risk Factors
Risks associated with the notes generally include: 1) the trading market for debt
securities 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) Turkey 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 Turkey's credit ratings will not change;
3) changes in the Republic's domestic and international political and economic
environment may have a negative effect on its financial condition; 4) the volatile
international markets may have a negative effect on the Turkish market and Turkish

Securities; 5) potential refinancing risk; 6) potential inflation risks; 7) risks
associated with Turkey's current account deficit; 8) risks associated with the foreign
exchange rate of the Republic's currency; 9) risks associated with delays or other
adverse developments in the Republic's accession to the European Union which
may have a negative impact on the Republic's economic performance and credit
ratings; 10) risks associated with pending arbitration proceedings; and 11) risks
associated with external shocks.

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, Turkish and Luxembourg 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.

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.

S-3
8 of 60
1/9/2013 12:18 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
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 debt securities may be volatile and may be adversely impacted by many events.
The market for the notes issued by the Republic is influenced by economic and market conditions and, to varying degrees,
interest rates, currency exchange rates and inflation rates in the United States and Europe and other industrialized 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 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 its 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.

S-4
9 of 60
1/9/2013 12:18 PM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/869687/000119312513007856/...
Table of Contents
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 "Collective Action Securities" 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 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. You should consult your legal advisers to determine whether and to what extent (1) the notes are legal investments
for you, (2) the notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its 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
Turkey 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, your ability to sue the Republic may be limited. See "Debt Securities --
Governing Law and Consent to Service" in the accompanying prospectus.
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 Turkey's credit rating will not change.
Long-term debt of the Republic is currently rated BB (Stable Outlook) by Standard and Poor's, which changed the Republic's
long-term debt rating on May 1, 2012 from BB (Positive Outlook), Ba1 (Positive Outlook) by Moody's (which changed the
Republic's long-term foreign and local currency rating on June 20, 2012 from Ba2 (Positive Outlook)) and BBB- (Stable Outlook) by
Fitch (which changed the Republic's long-term foreign currency rating on November 5, 2012 from BB+ (Stable Outlook)). 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. The Republic's current long-term debt ratings are sub-investment grade. They 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.

S-5
10 of 60
1/9/2013 12:18 PM