Obligation Turkiye 6.35% ( US900123CV04 ) en USD

Société émettrice Turkiye
Prix sur le marché 100 %  ▲ 
Pays  Turquie
Code ISIN  US900123CV04 ( en USD )
Coupon 6.35% par an ( paiement semestriel )
Echéance 09/08/2024 - Obligation échue



Prospectus brochure de l'obligation Turkey US900123CV04 en USD 6.35%, échue


Montant Minimal /
Montant de l'émission /
Cusip 900123CV0
Description détaillée 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 turque US900123CV04 (CUSIP : 900123CV0), libellée en USD, avec un taux d'intérêt de 6,35%, échéance le 09/08/2024 et une fréquence de paiement semestrielle, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale.







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424B5 1 d718914d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221073


PROSPECTUS SUPPLEMENT
(To the Prospectus dated November 1, 2017)
$2,250,000,000

TÜRKIYE CUMHURIYETI
(The Republic of Turkey)
6.350% Notes due August 10, 2024


The Republic of Turkey (the "Republic" or "Turkey") is offering $2,250,000,000 principal amount of its 6.350% Notes due August 10, 2024 (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 February 10 and August 10 of each year, commencing with a long first coupon
payable on February 10, 2020.
This prospectus supplement and accompanying prospectus dated November 1, 2017, constitute a prospectus for the purposes of Article 5.3 of Directive
2003/71/EC, as amended (the "Prospectus Directive").
Application will be 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 1, 2017 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 (2014/65/EU) ("MiFiD­II"). 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 1, 2017, 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


99.563%
$2,240,167,500
Underwriting discount


0.070%
$
1,575,000
Proceeds, before expenses, to the Republic of Turkey


99.493%
$2,238,592,500


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 July 10, 2019 (the "Issue Date"),
through the book-entry facilities of The Depository Trust Company ("DTC"), against payment in same-day funds.

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Joint Book-Running Managers

BNP PARIBAS

Citigroup

HSBC
The date of this prospectus supplement is July 2, 2019.
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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·
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. References to "" and "euro" in this prospectus supplement are to the lawful currency of the European Union.
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
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Risk Factors
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Recent Developments and Summary
S-15
Description of The Notes
S-36
Global Clearance and Settlement
S-42
Taxation
S-46
Underwriting
S-52
Legal Matters
S-55
Table of References
S-56
Prospectus

Where You Can Find More Information

2
Data Dissemination

3
Use of Proceeds

3
Debt Securities

3
Plan of Distribution
18
Debt Record
20
Validity of the Securities
20
Official Statements
20
Authorized Agent
20

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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 2018, was estimated to be 82,003,882.

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
$2,250,000,000 6.350% Notes due August 10, 2024.


Maturity Date
August 10, 2024.

Issue Price
99.563% of the principal amount of the notes.

Interest Payment Dates
February 10 and August 10 of each year, commencing with a long first coupon payable on
February 10, 2020, for the period from and including the Issue Date to but excluding February
10, 2020.

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 July 10, 2019, provided that such Liens remain confined to the
assets affected thereby on July 10, 2019, and secure only those obligations so secured on July 10,
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2019.

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, as
amended by Amendment No. 1 to the Fiscal Agency Agreement dated March 15, 2017 (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 1, 2017, 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,

S-2
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more than 662/3% 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. 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,
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which may include the repayment of debt. The amount of net proceeds (before expenses) is
$2,238,592,500.

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

S-3
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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.

Clearing Reference Numbers
ISIN No. US900123CV04


CUSIP No. 900123 CV0

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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
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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.
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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 of Turkey is currently rated sub-investment grade by three nationally recognized statistical rating
organizations. The Republic's foreign currency long-term issuer rating is rated investment grade by Japan Credit Rating Agency, Ltd., a nationally
recognized statistical rating organization.
On July 13, 2018, Fitch Ratings Limited ("Fitch") downgraded Turkey's long-term foreign currency issuer default rating and senior unsecured
foreign currency bond rating and assigned a negative outlook. Fitch indicated

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that downside risks to macroeconomic stability have intensified due to the widening in the current account deficit, a more challenging global external
financing environment and the jump in inflation and the impact of the plunge in the exchange rate on the private sector. In addition, Fitch stated that
economic policy credibility has deteriorated in recent months and initial policy actions following elections in June have heightened uncertainty. Fitch
indicated that the following factors, individually or collectively, could lead to a downgrade: (1) a sudden stop to capital inflows or hard landing of the
economy, particularly if it heightens stresses in the corporate or banking sectors; (2) failure to rebalance the economy and implement reforms that provide a
path to addressing structural deficiencies and reducing inflation and external vulnerabilities; (3) a marked increase in the government debt/GDP ratio to a
level closer to the peer median; and (4) a serious deterioration in the political or security situation.
On August 17, 2018, Standard & Poor's Global Ratings Europe Limited ("Standard & Poor's") lowered Turkey's foreign currency and local
currency long term credit ratings and assigned a stable outlook. Standard & Poor's stated that the downgrade reflects its expectations that the extreme
volatility of the Turkish Lira and the resulting projected sharp balance of payments adjustment will undermine Turkey's economy. Standard & Poor's also
noted that the weakening of the lira is putting pressure on the indebted corporate sector and has considerably increased the funding risk for Turkey's banks.
Standard & Poor's indicated that it could lower the Republic's credit ratings if (1) it sees an increasing likelihood of a systemic banking crisis with the
potential to undermine the country's fiscal position or (2) Turkey's economic growth turned out to be materially weaker than currently projected, with a
deeper recession taking place over the four-year forecast horizon.
On June 14, 2019, Moody's Investors Service Inc. ("Moody's") downgraded Turkey's long-term issuer and senior unsecured debt ratings and
assigned a negative outlook. According to Moody's, its credit view of Turkey balances the large, diversified economy and still-moderate levels of
government indebtedness against heightened external vulnerabilities and a continued erosion of institutional strength and policy effectiveness. Moody's
indicated that economic policy uncertainty persists despite the tighter fiscal and monetary policies in place since September 2018. Moody's underlined that
external refinancing requirements remain high and costly and the risk of a balance of payments crisis continues to rise.
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, Moody's and Fitch. 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 Republic's foreign currency long-term issuer
rating were to be lowered to sub-investment grade by the Japan Credit Rating Agency, Ltd., 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 hold or trade sub-investment grade rated debt securities.
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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 attempt 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

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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 had been a parliamentary democracy since its formation in 1923, during which the Republic had sixty-six governments, until the
launch of the new executive presidential system in 2018. Political disagreements frequently resulted in early elections. On May 24, 2016, the new Prime
Minister, Binali Yildirim, formed the 65th government of the Republic. On July 19, 2017, Prime Minister Binali Yildirim announced a Cabinet reshuffle,
forming the 66th government of the Republic.
Following the November 2015 elections, the Government started negotiations to replace the existing constitution, which had been enacted after the
military coup of 1980. On December 10, 2016, a new constitutional reform package was submitted to the Parliament by the AKP ruling party and the MHP
opposition party. The constitutional reform package included the creation of vice-presidents and the abolition of the office of prime minister, granting new
executive powers to the president (such as the ability to appoint and dismiss ministers, vice presidents, high level diplomats and public officers), lowering
the age of candidacy for parliament from 25 to 18, and increasing the number of parliamentarians from 550 to 600. On December 30, 2016, the
constitutional reform package was approved by the Constitutional Committee. On January 20, 2017, the constitutional reform package was approved by
Parliament, and on February 10, 2017, the constitutional reform package was approved by the President. The constitutional reform package was approved
in the public referendum held on April 16, 2017. According to the official results announced by the Supreme Election Council on April 27, 2017, the
turnout rate was 85.43%. Supporters of the package had 51.41% of the votes cast and opponents had 48.59% of the votes cast. The package of
constitutional amendments allowed the winner of the presidential election to assume full control of the government and transform the parliamentary system
into an executive presidential system. Among the executive presidential system related articles in the constitutional reform package, the article that gives
the President the right to have a political party affiliation and the articles related to changes in the judicial system became effective immediately. The new
executive presidential system became fully effective after the first parliamentary and presidential elections under the new constitution were held on June 24,
2018. Both presidential and parliamentary elections will be held every five-years on the same date.
On June 24, 2018, the general and presidential elections were held to elect the first president and deputies, marking the beginning of the transition
towards an executive presidential system. According to the official results announced by the Supreme Election Council on July 4, 2018, President Recep
Tayyip Erdogan won an absolute majority in the presidential election with 52.59% of the vote. The AKP garnered 42.56% of the votes, the Republican
People's Party ("CHP"), 22.65%, the Nationalist Movement Party ("MHP"), 11.10%, the Peoples' Democratic Party ("HDP"), 11.70% and the Good Party
("IYI"), 9.96%. Other parties and independent candidates received 2.03% of votes. After the elections, a series of decrees were issued, aiming to integrate
the contents of a new governmental system into the existing legislation. As a step towards this transition into the new system, Statutory Decree No. 703,
published on July 9, 2018, abolished some laws on the organizations and functions of some ministries and institutions. This decree also merged some
ministries. On the same day, in accordance with the new governmental structure, President Erdogan announced the new government. For additional
information, see "Recent Developments and Summary -- Political Conditions".
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 attempted a coup that ultimately 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.

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Since these events, the Republic has experienced other forms of civil unrest, including public demonstrations and political protests. In 2015, there were
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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 continued to escalate, resulting in hundreds of civilian and military
casualties, damage to infrastructure in the southeast region of Turkey, and political conflict with the pro-Kurdish Peoples' Democratic Party. In September
2016, the Turkish government announced a reconstruction program and an investment incentives package for the country's eastern and southeastern
regions.
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 terrorist group called Fethullah Terrorist Organization ("FETÖ"). 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.
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,
under Article 120 of the Constitution, in order to enable the authorities to take action against those responsible for the failed coup, which also resulted in
the temporary suspension of the European Convention on Human Rights pursuant to Article 15 of the Convention. On August 7, 2016, several million
people gathered in Istanbul for an anti-coup rally organized by the Turkish authorities. The President, Prime Minister and the two leaders of the opposition
parties participated in the anti-coup rally. On each of October 3, 2016, January 3, 2017, April 18, 2017, July 17, 2017, October 17, 2017, January 18, 2018,
and April 18, 2018, the Parliament approved an extension of the state of emergency, declared after the country's failed military coup, by a further three
months. The state of emergency has not been extended beyond July 18, 2018.
Turkish authorities are continuing to search for coup participants and others with alleged links to the FETÖ, and may detain, arrest, prosecute, fire or
suspend more people. These actions have been the subject of criticism by the EU and others and may lead to strain in the Republic's relationships with
other countries, such as the tension with the United States associated with Turkish requests to extradite Fethullah Gülen.
Any further negative changes in the political environment of the Republic may affect the stability of the Turkish economy or its institutions. In
addition, any instability in the Turkish economy and financial system may adversely affect the Republic's credit quality. Turkey's gross domestic product
recorded two consecutive quarters of slowing economic growth in 2018. The Turkish economy has contracted 3.0% year-on-year in the fourth quarter,
after growing by 1.8% in the third quarter (from 5.3% in the second quarter), according to the Turkish Statistical Institute.
The failure of the Turkish Government to implement its proposed economic and financial policies, including those set forth in the Republic's
Economic Reform Agenda and the 2019-2021 New Economy Program (see "Recent Developments and Summary" for further information), may also
adversely affect the Turkish economy and the Republic's credit quality.
Risks associated with significant seismic events.
A significant portion of the Republic's population and most of its economic resources are located in a first degree earthquake risk zone and the
Republic has experienced a large number of earthquakes in recent years, some quite significant in magnitude. For example, in October 2011, the eastern
part of the country was struck by an earthquake measuring 7.2 on the Richter scale, causing significant property damage and loss of life. On February 6,
2017, two earthquakes with preliminary magnitudes of 5.3 on the Richter scale jolted Turkey's northern Aegean coast, damaging dozens of homes in at
least five villages and injuring at least five people. On March 2, 2017, an earthquake with a magnitude of 5.5 hit south-eastern Turkey, damaging buildings
and injuring

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five people. In the event of future earthquakes, effects from the direct impact of such events could have a material adverse effect on the Republic's
economy.
Volatile international markets and events may have a negative effect on the Turkish economy.
As a result of economic instability in many developed and emerging markets, the international financial markets have experienced a significant
amount of volatility and many financial market indices have declined significantly. The potential impact of such volatility on the Turkish market and on
securities issued by the Republic, including the notes, is uncertain.
The Republic is located in a region which has been subject to ongoing political and security concerns, especially in recent years. These concerns in
certain neighboring countries, such as Iran, Iraq, Georgia, Armenia and Syria, have been one of the potential risks associated with investment in securities
issued by the Republic. Further, since December 2010, political instability has increased markedly in a number of countries in the Middle East and North
Africa, such as Libya, Tunisia, Egypt, Syria, Jordan, Bahrain and Yemen. As a result of the anti-government uprising in Syria, more than three million
Syrian refugees have fled to the Republic and more can be expected to cross the Turkish-Syrian border if the unrest in Syria continues or escalates. The
ongoing conflict in Syria has been the subject of significant international attention and its impact and resolution is difficult to predict. Any continuation or
escalation of political instability or international military intervention in Syria and/or a more aggressive stance by Assad's allies, Russia, Iran, and/or China
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