Bond Starbux Corp 2.45% ( US855244AK58 ) in USD

Starbux Corp

100 % ▲

United States

US855244AK58 ( in USD )

2.45% per year ( payment 2 times a year)

15/06/2026

Prospectus brochure of the bond Starbucks Corp US855244AK58 en USD 2.45%, maturity 15/06/2026

2 000 USD

500 000 000 USD

855244AK5

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/06/2026 ( In 72 days )

Starbucks Corporation is a global coffeehouse company operating in various countries, known for its specialty coffee, tea, and other beverages, alongside food items and merchandise.

The Bond issued by Starbux Corp ( United States ) , in USD, with the ISIN code US855244AK58, pays a coupon of 2.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/06/2026

The Bond issued by Starbux Corp ( United States ) , in USD, with the ISIN code US855244AK58, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Starbux Corp ( United States ) , in USD, with the ISIN code US855244AK58, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Number 333-190955
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Amount to be
Proposed Maximum
Aggregate Offering
Amount of
Title of each Class of Securities to be Registered

Registered

Offering Price

Price
Registration Fee (1)
2.100% Notes due 2021

$250,000,000

102.391%

$255,977,500

$25,777
2.450% Notes due 2026

$500,000,000

99.768%

$498,840,000

$50,234
Total

$750,000,000

$754,817,500

$76,011

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 3, 2013)

$750,000,000
Starbucks Corporation
$500,000,000 2.450% Senior Notes due 2026
$250,000,000 2.100% Senior Notes due 2021

Starbucks is offering $500,000,000 aggregate principal amount of 2.450% Senior Notes due 2026 (the "2026 notes") and $250,000,000 aggregate
principal amount of 2.100% Senior Notes due 2021 (the "2021 notes" and, together with the 2026 notes, the "notes"). The 2026 notes will mature on June 15,
2026. Starbucks will pay interest on the 2026 notes semiannually on June 15 and December 15 of each year, beginning December 15, 2016. The 2021 notes
will mature on February 4, 2021. Starbucks will pay interest on the 2021 notes semiannually on February 4 and August 4 of each year, beginning August 4,
2016. Starbucks may redeem some or all of the notes of either series in whole at any time or in part from time to time prior to their maturity at the applicable
redemption prices described under "Description of Notes -- Redemption." If Starbucks experiences a change of control triggering event, it may be required to
offer to purchase the notes from holders as described under "Description of Notes -- Offer to Repurchase upon a Change of Control Triggering Event."
The 2021 notes offered hereby constitute a further issuance of, and will be consolidated with, the $500,000,000 principal amount of 2.100% Senior Notes
due 2021 issued by Starbucks on February 4, 2016 and form a single series with those notes. The 2021 notes offered hereby will have the same CUSIP
number as such previously issued notes and will trade interchangeably with such previously issued notes immediately upon settlement. Upon consummation of
this offering, the aggregate principal amount of our 2.100% Senior Notes due 2021, including the 2021 notes offered hereby, will be $750,000,000.
The notes will be Starbucks' senior unsecured obligations and will rank equally in right of payment with all of its other senior unsecured indebtedness
from time to time outstanding. The notes of each series will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 thereof.

Investing in the notes involves risks that are described or referred to in the "Risk Factors" section beginning on
page S-5 of this prospectus supplement.

Per 2026 Note
Total

Per 2021 Note
Total

Initial public offering price(1)

99.768%
$498,840,000

102.391%
$255,977,500
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Underwriting discount

0.450%
$
2,250,000

0.350%
$
875,000
Proceeds, before expenses, to Starbucks

99.318%
$496,590,000

102.041%
$255,102,500

(1) Plus accrued interest from May 16, 2016, if settlement occurs after that date, for the 2026 notes.
Plus accrued interest from February 4, 2016 to the date of settlement of the 2021 notes or, $5.95 per $1,000 principal amount of 2021 notes, assuming the
date of settlement is May 16, 2016.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon
the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the notes offered hereby in book-entry form will be made only through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V. on or about May 16, 2016.

Joint Book-Running Managers
BofA Merrill Lynch

Morgan Stanley

Wells Fargo Securities
Sustainability Structuring Agent for 2026 Notes

Joint Lead Manager
Rabo Securities
Co-Managers
Academy Securities

Lebenthal Capital Markets
Loop Capital Markets

Ramirez & Co., Inc.

The date of this prospectus supplement is May 11, 2016.
Table of Contents
You should carefully read this prospectus supplement, the accompanying prospectus and any free writing prospectus we have
authorized. You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus that we have authorized. Neither we nor the underwriters have authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the underwriters are
offering to sell, and seeking offers to buy, the notes only in jurisdictions where such offers and sales are permitted. The information contained in
this prospectus supplement and the accompanying prospectus is accurate only as of the date of this prospectus supplement or the date of the
accompanying prospectus and the information in the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus is accurate only as of the date of those respective documents, regardless of the time of delivery of this prospectus supplement and the
accompanying prospectus or of any sale of the notes. If the information varies between this prospectus supplement and the accompanying
prospectus, the information in this prospectus supplement supersedes the information in the accompanying prospectus.
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-i
Prospectus Supplement Summary
S-1
Risk Factors
S-5
Ratio of Earnings to Fixed Charges
S-9
Use of Proceeds
S-10
Description of Notes
S-12
Description of Certain Other Indebtedness
S-29
Certain United States Federal Income Tax Considerations
S-31
Underwriting
S-37
Legal Matters
S-42
Experts
S-42
Incorporation of Certain Documents by Reference
S-42
Prospectus

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About this Prospectus

1
The Company

1
Risk Factors

1
Forward-Looking Statements

2
Ratio of Earnings to Fixed Charges

2
Use of Proceeds

2
Description of Debt Securities

3
Legal Matters

10
Experts

10
Where You Can Find More Information

10
Incorporation of Certain Documents by Reference

11
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is comprised of two parts. The first part is this prospectus supplement, which contains the terms of this offering of notes and
other information. The second part is the accompanying prospectus dated September 3, 2013, which is part of our Registration Statement on Form
S-3 (SEC Registration No. 333-190955) and contains more general information, some of which does not apply to this offering.
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus
supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede that
information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference into this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the information in the documents to which we
have referred you in "Incorporation of Certain Documents by Reference" in this prospectus supplement and the accompanying prospectus and in
"Where You Can Find More Information" in the accompanying prospectus.
No person is authorized to give any information or to make any representation that is different from, or in addition to, those contained or
incorporated by reference into this prospectus supplement, the accompanying prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized. Neither the delivery of this prospectus supplement, the accompanying prospectus, nor any sale
made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus
supplement, or that the information contained or incorporated by reference into this prospectus supplement or the accompanying prospectus is
correct as of any time subsequent to the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or an invitation on our behalf or
the underwriters or any of them, to subscribe for or purchase any of the notes, and may not be used for or in connection with an offer or solicitation
by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer
or solicitation. See "Underwriting."
In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to "Starbucks," "we," "us," "our" and
"Company" refer to Starbucks Corporation and its consolidated subsidiaries. If we use a capitalized term in this prospectus supplement and do not
define the term in this prospectus supplement, it is defined in the accompanying prospectus.

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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information from, or incorporated by reference in, this prospectus supplement or the accompanying
prospectus, but may not contain all the information that may be important to you. You should read this entire prospectus supplement, the
accompanying prospectus and those documents incorporated by reference carefully, including the "Risk Factors" and the financial statements
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and the related notes, before making an investment decision.
Starbucks Corporation
Starbucks is the premier roaster, marketer and retailer of specialty coffee in the world, operating in 71 countries. We purchase and roast
high-quality coffees that we sell, along with handcrafted coffee, tea and other beverages and a variety of fresh food items, including snack
offerings, through company-operated stores. We also sell a variety of coffee and tea products and license our trademarks through other
channels such as licensed stores, grocery and foodservice accounts. In addition to our flagship Starbucks Coffee brand, we sell goods and
services under the following brands: Teavana, Tazo, Seattle's Best Coffee, Evolution Fresh, La Boulange and Ethos.
Our objective is to maintain Starbucks standing as one of the most recognized and respected brands in the world. To achieve this, we are
continuing the disciplined expansion of our global store base, adding stores in both existing, developed markets such as the US, and in newer,
higher growth markets such as China, as well as optimizing the mix of company-operated and licensed stores in each market. In addition, by
leveraging the experience gained through our traditional store model, we continue to offer consumers new coffee and other products in a
variety of forms, across new categories, and through diverse channels. We also believe our Starbucks Global Responsibility strategy,
commitments related to ethically sourcing high-quality coffee and contributing positively to the communities we do business in, and being an
employer of choice are contributors to our objective.
Our principal executive offices are located at 2401 Utah Avenue South, Seattle, Washington 98134, and our telephone number is (206)
447-1575. We maintain a website at http://www.starbucks.com. The information on our website is not part of this prospectus supplement or
the accompanying prospectus.

S-1
Table of Contents
The Offering
The following summary is a summary of the notes, and is not intended to be complete. It does not contain all of the information that may
be important to you. For a more complete understanding of the notes, please refer to the section entitled "Description of Notes" in this
prospectus supplement and the section entitled "Description of Debt Securities" in the accompanying prospectus.

Issuer
Starbucks Corporation, a Washington corporation.

Notes Offered
$500,000,000 aggregate principal amount of 2.450% Senior Notes due 2026.

$250,000,000 aggregate principal amount of 2.100% Senior Notes due 2021.

Maturity
The 2026 notes will mature on June 15, 2026.

The 2021 notes will mature on February 4, 2021.

Interest Payment Dates
Interest on the 2026 notes will be paid semiannually in arrears on June 15 and
December 15 of each year, beginning December 15, 2016.

Interest on the 2021 notes will be paid semiannually in arrears on February 4 and

August 4 of each year, beginning August 4, 2016.

Interest
The 2026 notes will bear interest at 2.450% per year. Interest on the 2026 notes will
accrue from May 16, 2016.

The 2021 notes will bear interest at 2.100% per year. Interest on the 2021 notes will
accrue from February 4, 2016. The initial interest payment on August 4, 2016 to holders
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of record on July 20, 2016 of the 2021 notes offered hereby will be the same per note as
the interest paid on August 4, 2016 to holders of record on July 20, 2016 of the 2.100%
Senior Notes due 2021 previously issued.

Optional Redemption
In the case of the 2026 notes, at any time prior to March 15, 2026 (three months prior to
the maturity date of the 2026 notes), and in the case of the 2021 notes, at any time prior
to January 4, 2021 (one month prior to the maturity date of the 2021 notes), we may
redeem the notes of the applicable series, in whole at any time or in part from time to
time, at our option, at a redemption price equal to the greater of:

· 100% of the aggregate principal amount of the notes to be redeemed; and

· the sum of the present value of the remaining scheduled payments of principal and
interest on the notes being redeemed (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a semiannual basis (assuming a

360-day year of twelve 30-day months), at the Treasury Rate (as defined herein)
plus 15 basis points, in the case of the 2026 notes, and 15 basis points, in the case of
the 2021 notes, plus, in each case, accrued and unpaid interest on the notes being
redeemed to the redemption date.

S-2
Table of Contents
In addition, in the case of the 2026 notes, at any time on and after March 15, 2026 (three
months prior to the maturity date of the 2026 notes), and in the case of the 2021 notes, at
any time on and after January 4, 2021 (one month prior to the maturity date of the 2021

notes), we may redeem some or all of the notes of the applicable series, at our option, at
a redemption price equal to 100% of the principal amount of the notes to be redeemed
plus accrued and unpaid interest on the principal amount being redeemed to the date of
redemption. See "Description of Notes -- Redemption."

Offer to Repurchase Upon a Change of Control
Upon the occurrence of a "Change of Control Triggering Event," as defined under
Triggering Event
"Description of Notes -- Offer to Repurchase upon a Change of Control Triggering
Event," we will be required, unless we have exercised our option to redeem the notes,
to make an offer to repurchase the notes at a price equal to 101% of their aggregate
principal amount, plus accrued and unpaid interest to, but not including, the date of
repurchase.

Ranking
The notes will rank equally in right of payment with all of our other senior unsecured
indebtedness, whether currently existing or incurred in the future. As of March 27, 2016,
we had $2,850.0 million in aggregate principal amount of senior unsecured notes
outstanding and $149.1 million outstanding under our commercial paper program. The
notes will be senior in right of payment to our subordinated indebtedness and effectively
junior in right of payment to our secured indebtedness to the extent of the value of the
collateral securing that indebtedness. As of March 27, 2016, we had no secured
indebtedness. The notes will be effectively subordinated to any existing or future
indebtedness or other liabilities, including trade payables, of any of our subsidiaries. As
of March 27, 2016, our subsidiaries had $1.8 million of indebtedness (excluding trade
payables).

Certain Covenants
The indenture governing the notes contains covenants that, among other things, will
limit our ability to:

· incur, create, assume or guarantee any debt for borrowed money secured by a lien
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upon any principal property or shares of stock or indebtedness of any subsidiary that
owns any principal property;

· enter into certain sale and lease-back transactions; and

· consolidate with or merge into, or transfer or lease all or substantially all of our assets

to, any other party.

These covenants are subject to important exceptions and qualifications that are described
under the heading "Description of Notes -- Certain Covenants -- Limitation on Liens,"

"-- Limitation on Sale and Lease-Back Transactions" and "-- Limitation on Mergers
and Other Transactions."

S-3
Table of Contents
Use of Proceeds
We intend to allocate the net proceeds from the sale of the 2026 notes to new and
existing investments to be made in whole or in part in one or more Eligible
Sustainability Projects as described under "Use of Proceeds." We intend to use the net
proceeds from the sale of the 2021 notes for general corporate purposes, including the
repurchase of our common stock under our ongoing share repurchase program, business
expansion, payment of cash dividends on our common stock or the financing of possible
acquisitions. See "Use of Proceeds."

Form and Denomination
We will issue the notes of each series in the form of one or more fully registered global
notes, without coupons, registered in the name of the nominee of The Depository Trust
Company ("DTC"). Beneficial interests in the global notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial owners as
direct and indirect participants in DTC. Clearstream Banking, société anonyme, and
Euroclear Bank, S.A./N.V. will hold interests on behalf of their participants through
their respective U.S. depositaries, which in turn will hold such interests in accounts as
participants of DTC. Except in the limited circumstances described in this prospectus
supplement and in the accompanying prospectus, owners of beneficial interests in the
global notes will not be entitled to have notes registered in their names, will not receive
or be entitled to receive notes in definitive form and will not be considered holders of
notes under the indenture. The notes of each series will be issued only in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Further Issuances
We may, from time to time, without giving notice to or seeking the consent of the
holders or beneficial owners of either series of notes offered hereby, issue additional
debt securities having the same terms (except for the issue date and, in some cases, the
public offering price and the first interest payment date) as, and ranking equally and
ratably with, the notes of such series. Any additional debt securities having such similar
terms, together with the notes of the applicable series offered hereby, will constitute a
single series of securities under the indenture.

Risk Factors
Your investment in the notes will involve risks. You should carefully consider all of the
information contained in or incorporated by reference into this prospectus supplement
and the accompanying prospectus as well as the specific factors under the heading "Risk
Factors" beginning on page S-5.

Trustee
Deutsche Bank Trust Company Americas.

Governing Law
The indenture and the notes will be governed by, and construed in accordance with, the
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laws of the State of New York.

S-4
Table of Contents
RISK FACTORS
Investing in the notes offered by this prospectus supplement involves risks. You should carefully consider the risk factors described below as
well as those incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q and
the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. The occurrence of
any of these risks might cause you to lose all or part of your investment in the notes.
Risks Relating to this Offering and the Notes
Increased leverage may harm our financial condition and results of operations.
As of March 27, 2016, we had approximately $7,423.0 million of total liabilities on a consolidated basis, including $2,850.0 million in
aggregate principal amount of senior unsecured notes outstanding and $149.1 million outstanding under our commercial paper program. Our
commercial paper program has a borrowing limit of $1 billion (of which approximately $851 million was available as of March 27, 2016), which is
backstopped by our revolving credit facility. The current commitment under our revolving credit facility is $1.5 billion, which may be increased to
$2.25 billion, upon the consent of the lenders under our revolving credit facility.
We and our subsidiaries may incur additional indebtedness in the future and, subject to limitations on debt for borrowed money secured by
liens on our principal properties or shares of stock or indebtedness of any subsidiaries that own any principal properties, the notes do not restrict
future incurrence of indebtedness. This increase and any future increase in our level of indebtedness will have several important effects on our
future operations, including, without limitation, that:

·
we will have additional cash requirements to support the payment of interest on our outstanding indebtedness;

·
increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in general economic and

industry conditions, as well as to competitive pressure;

·
our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be

limited; and

·
our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
Our ability to make payments of principal and interest on our indebtedness depends on our future performance, which will be subject to
general economic conditions, industry cycles and financial, business and other factors affecting our consolidated operations, many of which are
beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required, among
other things:

·
to seek additional financing in the debt or equity markets;

·
to refinance or restructure all or a portion of our indebtedness, including the notes;

·
to sell selected assets;

·
to reduce or delay planned capital expenditures; or

·
to reduce or delay planned operating expenditures.
Such measures might not be sufficient to enable us to service our debt, including the notes. In addition, any such financing, refinancing or
sale of assets might not be available on economically favorable terms.

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Table of Contents
The notes will be effectively subordinated to the debt of our subsidiaries, which may limit your recovery.
The notes are our obligations and not obligations of any of our subsidiaries. A significant portion of our operations is conducted through our
subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due pursuant to the notes or
otherwise to make any funds available to us to repay our obligations, whether by dividends, loans or other payments. Moreover, our rights to
receive assets of any subsidiary upon its liquidation or reorganization, and the ability of holders of the notes to benefit indirectly therefrom, will be
effectively subordinated to the claims of creditors of that subsidiary, including trade creditors. As of March 27, 2016, our subsidiaries had $1.8
million of indebtedness (excluding trade payables).
The notes are subject to prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our
obligations under the notes.
The notes are our senior unsecured general obligations, ranking equally with other senior unsecured indebtedness. The indenture governing
the notes permits us and our subsidiaries to incur additional secured debt under specific circumstances. If we incur any secured debt, all or a portion
of our assets will be subject to prior claims by our secured creditors. If our subsidiaries incur any secured debt, all or a portion of their assets will
be subject to prior claims by their secured creditors. In the event of our bankruptcy, liquidation, reorganization, dissolution or other winding up,
assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of
the notes will participate in our remaining assets ratably with all of our other unsecured and senior creditors, including our trade creditors. If we
incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations will be entitled to share
ratably with the holders of the notes in any proceeds distributed upon our bankruptcy, liquidation, reorganization, dissolution or other winding
up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors,
all or a portion of the notes then outstanding would remain unpaid. As of March 27, 2016, we did not have any secured indebtedness.
We intend to continue to repurchase our stock and pay cash dividends to shareholders, which will reduce cash reserves and shareholders'
equity that is available for repayment of the notes.
We expect to continue to repurchase our common stock under our previously announced share repurchase program and to pay cash dividends
to shareholders. These expenditures may be significant, and would reduce cash and shareholders' equity that is available to repay the notes.
The provisions of the notes will not necessarily protect you in the event of a highly-leveraged transaction.
The terms of the notes will not necessarily afford you protection in the event of a highly-leveraged transaction that may adversely affect you,
including a reorganization, recapitalization, restructuring, merger or other similar transactions involving us. As a result, we could enter into any
such transaction even though the transaction could increase the total amount of our outstanding indebtedness, adversely affect our capital structure
or credit rating or otherwise adversely affect the holders of the notes. These transactions may not involve a change in voting power or beneficial
ownership or result in a downgrade in the ratings of the notes, or, even if they do, may not necessarily constitute a change of control triggering
event that affords you the protections described in this prospectus supplement. If any such transaction should occur, the value of your notes may
decline.
We have made only limited covenants in the indenture governing the notes and these limited covenants may not protect your investment.
The indenture governing the notes does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows or liquidity and, accordingly,

does not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of
operations;

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·
limit our subsidiaries' ability to incur indebtedness which would effectively rank senior to the notes;

·
limit our ability to incur indebtedness that is equal in right of payment to the notes;

·
restrict our ability to repurchase our common stock; or

·
restrict our ability to make investments or to pay dividends or make other payments in respect of our common stock or other securities

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ranking junior to the notes.
Furthermore, the indenture governing the notes contains only limited protections in the event of a change of control and similar
transactions. We could engage in many types of transactions, such as acquisitions, refinancings or recapitalizations, that could substantially affect
our capital structure and the value of the notes but may not constitute a change of control that, upon any resulting downgrade in credit rating below
investment grade, permits holders to require us to repurchase their notes.
We may not be able to repurchase all of the notes upon a change of control triggering event, which would result in a default under the notes.
We may be required to offer to repurchase the notes upon the occurrence of a change of control triggering event as provided in the indenture
governing the notes. However, we may not have sufficient funds to repurchase the notes in cash at such time. In addition, our ability to repurchase
the notes for cash may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time. Our failure to
repurchase the notes as required under the indenture governing the notes would result in a default under the indenture, which could have material
adverse consequences for us and the holders of the notes. See "Description of Notes -- Offer to Repurchase upon a Change of Control Triggering
Event."
Redemption may adversely affect your return on the notes.
We may choose to redeem the notes at times when prevailing interest rates are relatively low. As a result, you may not be able to reinvest the
redemption proceeds in a comparable security at an effective interest rate as high as the notes being redeemed. Such redemption right of ours also
may adversely impact your ability to sell your notes, and/or the price at which you could sell your notes, as the redemption date approaches.
Changes in our credit ratings may adversely affect the value of the notes.
Our long term debt is subject to periodic review by independent credit rating agencies. Such ratings are limited in scope, and do not address
all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. Such
ratings are not recommendations to buy, sell or hold the notes. An explanation of the significance of such rating may be obtained from such rating
agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be
lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so warrant. Actual or
anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, are
likely to adversely affect the market value of the notes and could increase our corporate borrowing costs. In this circumstance, no person or entity
is obliged to provide any additional support or credit enhancement with respect to the notes.
There may not be active trading markets for the notes and the market prices of the notes may be volatile.
There is not an existing market for the 2026 notes and we do not intend to apply for listing of the notes of either series on any securities
exchange or any automated quotation system. Accordingly, there can be no assurance that trading markets for the notes of either series offered
hereby will ever develop or will be maintained. Further, there can be no assurance as to the liquidity of any markets that may develop for the
notes, your ability to sell your notes or the prices at which you will be able to sell your notes. Future trading prices of the notes will depend on
many factors, including but not limited to prevailing interest rates, our financial

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condition and results of operations, the then-current ratings assigned to the notes and the market for similar securities. The market price of the 2026
notes may also be impacted by any failure by us to use the net proceeds from such notes on Eligible Sustainability Projects or to meet or continue
to meet the investment requirements of certain environmentally focused investors with respect to such notes. Any trading market that develops
would be affected by many factors independent of and in addition to the foregoing, including:

·
time remaining to the maturity of the notes;

·
outstanding amount of the notes;

·
the terms related to the optional redemption of the notes; and

·
level, direction and volatility of market interest rates generally.

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424B5
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed charges for each of the periods indicated.

Two

Quarters Ended
Fiscal Years Ended

March 27,
September 27,
September 28,
September 29,
September 30,
October 2,

2016

2015

2014

2013(2)

2012

2011

Ratio of earnings to fixed
charges(1)

11.9x

12.5x

10.6x

--

9.5x

7.7x

(1)
The ratio of earnings to fixed charges is computed by dividing (i) income/(loss) from continuing operations before provision for income
taxes and income from equity investees, plus distributed income from equity investees, amortization of capitalized interest and fixed charges
(excluding capitalized interest) by (ii) fixed charges. Fixed charges include amortization of debt-related expenses, capitalized interest during
the period and the interest portion of rental expense. Fixed charges exclude interest on uncertain tax positions, which is recorded in income
tax expense (benefit) in our consolidated statement of earnings.
(2)
For the fiscal year ended September 29, 2013, our earnings were insufficient to cover fixed charges by $373.5 million. Fiscal 2013 results
include a pretax charge of $2,784.1 million resulting from the conclusion of our arbitration with Kraft Foods Global, Inc.

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USE OF PROCEEDS
Use of proceeds for the 2026 notes
We estimate the net proceeds from the sale of the 2026 notes will be approximately $495.6 million after deduction of underwriting discounts
and the pro rata offering expenses for such notes. We intend to allocate the net proceeds of the sale of the 2026 notes to new and existing
investments made in whole or in part in one or more Eligible Sustainability Projects. Eligible Sustainability Projects are expenditures made by
Starbucks or any of its subsidiaries in accordance with any of the following:

·
Coffee purchases, including related expenditures for coffee transportation and storage, from suppliers verified by a third-party as
complying with Coffee and Farmer Equity (C.A.F.E.) Practices, a set of criteria, developed by Starbucks in partnership with
Conservation International, for responsibly grown and sourced coffee requiring quality, transparency of payments, safe, fair and

humane working conditions, adequate living conditions, minimum wage baselines, prohibitions on child labor, forced labor and
discrimination, measures to manage waste, protection of water quality, conservation of water and energy, preservation of biodiversity
and reduction in agrochemical use;

·
Development and operation of farmer support centers and agronomy research and development centers; and

·
New and refinanced loans made through Starbucks' $50 million Global Farmer Fund to alleviate access to finance issues for coffee

farmers, either via direct loans to farmers or via loans to organizations that provide funding for trade finance to farmers, as well as
investments in restoration and infrastructure improvements.
We expect to allocate the majority of the net proceeds from the sale of the 2026 notes to Eligible Sustainability Projects within one year of
the date of issuance.
Our global coffee sourcing and responsibility teams will assess and determine project eligibility periodically and recommend an allocation of
proceeds to Eligible Sustainability Projects. Our finance team will track the allocation of proceeds to such projects. Pending the allocation of the
net proceeds of the sale of the 2026 notes to Eligible Sustainability Projects, we will temporarily invest such amounts in cash, cash equivalents
and/or treasury securities. Payments of principal and interest on the 2026 notes will be made from the Company's general funds and will not be
directly linked to the performance of the Eligible Sustainability Projects.
Throughout the term of the 2026 notes, until the net proceeds have been fully allocated to Eligible Sustainability Projects, we will provide, on
a dedicated section of the Starbucks website at http://www.starbucks.com and in our annual Global Responsibility Report, (i) an annual update of
the allocation of the proceeds of the 2026 notes to Eligible Sustainability Projects, describing (subject to confidentiality considerations) select
projects funded and, where possible, their environmental and/or social impacts, and (ii) assertions by management that the net proceeds of the 2026
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Document Outline

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