Obligation Turkiye 4.625% ( XS1843443356 ) en EUR

Société émettrice Turkiye
Prix sur le marché 100 %  ▲ 
Pays  Turquie
Code ISIN  XS1843443356 ( en EUR )
Coupon 4.625% par an ( paiement annuel )
Echéance 31/03/2025 - Obligation échue



Prospectus brochure de l'obligation Turkey XS1843443356 en EUR 4.625%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 1 250 000 000 EUR
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 émise par Turkiye ( Turquie ) , en EUR, avec le code ISIN XS1843443356, paye un coupon de 4.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/03/2025








PROSPECTUS SUPPLEMENT
(To the Prospectus dated November 1, 2017)

1,250,000,000


TÜRKYE CUMHURYET


(The Republic of Turkey)
4.625% Notes due March 31, 2025


The Republic of Turkey (the "Republic" or "Turkey") is offering 1,250,000,000 principal amount of its 4.625% Notes due March
31, 2025 (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 31 of each year, commencing with a short first coupon payable on March 31, 2019.

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 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 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), as amended ("MiFiD II"). 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 14 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% 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.................................................................... 99.360%
1,242,000,000
Underwriting discount.................................................................. 0.070%
875,000
Proceeds, before expenses, to the Republic of Turkey.............................. 99.290%
1,241,125,000



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
31, 2019 (the "Issue Date"), through the book-entry system of Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A.
("Clearstream Banking Luxembourg") against payment in same-day funds.

Joint Book-Running Managers
BNP PARIBAS
Deutsche Bank
J.P. Morgan


The date of this prospectus supplement is January 31, 2019.





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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.




































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TABLE OF CONTENTS
Page
Prospectus Supplement
Overview ................................................................................................................................................................................................ S-6
Risk Factors ........................................................................................................................................................................................... S-9
Recent Developments and Overview ................................................................................................................................................... S-20
Description of the Notes ...................................................................................................................................................................... S-36
Global Clearance and Settlement ......................................................................................................................................................... S-42
Taxation ............................................................................................................................................................................................... S-44
Underwriting ........................................................................................................................................................................................ S-51
Legal Matters ....................................................................................................................................................................................... S-55
Table of References ............................................................................................................................................................................. S-56

Prospectus
Where You Can Find More Information .................................................................................................................................................... 2
Data Dissemination .................................................................................................................................................................................... 2
Use of Proceeds ......................................................................................................................................................................................... 3
Debt Securities ........................................................................................................................................................................................... 3
Plan of Distribution .................................................................................................................................................................................. 17
Debt Record ............................................................................................................................................................................................. 18
Validity of the Securities ......................................................................................................................................................................... 18
Official Statements .................................................................................................................................................................................. 18
Authorized Agent ..................................................................................................................................................................................... 18





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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;
·
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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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
2017, was estimated to be 80,810,525.



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
1,250,000,000 4.625% Notes due March 31, 2025.


Maturity Date
March 31, 2025


Issue Price
99.360% of the principal amount of the notes.


Interest Payment Dates
March 31 of each year, commencing with a short first coupon payable on March
31, 2019.


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


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 31, 2019,
provided that such Liens remain confined to the assets affected thereby on January
31, 2019, and secure only those obligations so secured on January 31, 2019.


Denominations
The Republic will issue notes in denominations of 100,000 and integral multiples
of 1,000 in excess thereof.




S-6


Form, Clearance and Settlement
The Republic will issue the notes in the form of global registered notes without
coupons. The notes will be registered in the nominee name of a common depositary
for Euroclear and Clearstream Banking Luxembourg. Beneficial ownership
interests will be recorded only on, and transferred only through, the records
maintained by Euroclear and Clearstream Banking Luxembourg and their
respective participants, unless certain contingencies occur, in which case the notes
will be issued in definitive form. See "Global Clearance and Settlement".


Payment of Principal and
Principal and interest on the notes will be payable by the Republic, or its designee,
Interest
to the fiscal agent in euro.

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 Citibank, N.A.,
London Branch, as amended by Amendment No. 1 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, euro or other
monetary unit 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 14 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% 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, which may include the repayment of debt. The amount of net proceeds
is 1,241,125,000.


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


S-7


modified; 7) legal investment considerations may restrict certain investments; 8)
fluctuations in interest rates of the currency in which the notes are denominated
may affect the value of the notes; 9) risks associated with a foreign currency; 10)
market perceptions concerning the instability of the euro, the potential re-
introduction of individual currencies within the Eurozone or the potential
dissolution of the euro entirely could adversely affect the value of the notes; and
11) a holder of a principal amount of notes less than 100,000 will be unable to
transfer such stub amount.



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.


Exchange Rate Agent
Citibank, N.A., London Branch


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 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.


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. XS1843443356
Common Code 184344335




S-8


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 behaviour 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.


S-9


The notes constitute unsecured obligations of the Republic.
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.
Fluctuations in interest rates of the currency in which the notes are denominated may affect the market value of the notes.
Investors in the notes should be aware that an investment in the notes may involve an interest rate risk insofar as there may be
fluctuations in the interest rates of the currency of denomination of the notes. Fluctuations in interest rates of the currency in which the
notes are denominated may affect the market value of the notes. Such fluctuations might have a materially adverse impact both on the
liquidity of an investment in the notes and on the performance of an investment in the notes.
Foreign Currency Risks
An investment in a security denominated in a currency other than the currency of the country in which a holder of notes is resident
or the currency in which the holder conducts its business or activities may present currency-related risks not associated with a similar
investment in a security denominated in the home currency. Such risks include, without limitation, the possibility of significant changes
in rates of exchange between the home currency and the euro and the possibility of the imposition or modification of foreign exchange
controls with respect to the euro and the home currency, and depend on events over which the Republic has no control, such as economic
and political events and the supply and demand for the euro and the home currency.
Changes in foreign currency exchange rates between two currencies result from the interaction over time of many factors directly
or indirectly affecting economic and political conditions in the countries issuing such currencies, and economic and political
developments globally. Foreign currency exchange rates may be affected by, among other factors, existing and expected rates of
inflation, existing and expected interest rate levels, the balance of payments between countries and the extent of governmental surpluses
or deficits in various countries. All of these factors are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the
governments of various countries important to international trade and finance. In recent years, rates of exchange for certain currencies
have been highly volatile and such volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that
have occurred in the past are not necessarily indicative, however, of fluctuations in such rate that may occur during the term of the notes.
Depreciation of the euro against the relevant home currency could result in a decrease in the effective yield of a particular security
below its coupon rate and, in certain circumstances, could result in a loss to the investor on a home currency basis.


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Document Outline