Obligation StarBucks Coffee 0.875% ( US855244AE98 ) en USD

StarBucks Coffee

100 % ⇌

Etas-Unis

US855244AE98 ( en USD )

0.875% par an ( paiement semestriel )

05/12/2016 - Obligation échue

Prospectus brochure de l'obligation Starbucks US855244AE98 en USD 0.875%, échue

2 000 USD

400 000 000 USD

855244AE9

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

Starbucks est une entreprise multinationale américaine de café et de torréfaction, connue pour ses cafés, ses boissons spécialisées, et son environnement de travail convivial.

L'Obligation émise par StarBucks Coffee ( Etas-Unis ) , en USD, avec le code ISIN US855244AE98, paye un coupon de 0.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/12/2016

L'Obligation émise par StarBucks Coffee ( Etas-Unis ) , en USD, avec le code ISIN US855244AE98, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par StarBucks Coffee ( Etas-Unis ) , en USD, avec le code ISIN US855244AE98, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
424B5 1 d630415d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-190955
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Aggregate
Amount of
Title of Each Class of Securities to be Registered

Offering Price

Registration Fee (1)
0.875% Senior Notes due 2016

$400,000,000

$51,520
2.000% Senior Notes due 2018

$350,000,000

$45,080
Total
$750,000,000

$96,600

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
1 of 55
12/3/2013 2:43 PM

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 3, 2013)

$400,000,000 0.875% Senior Notes due 2016
$350,000,000 2.000% Senior Notes due 2018

Starbucks is offering $400,000,000 aggregate principal amount of 0.875% Senior Notes due 2016 (the "2016 notes") and
$350,000,000 aggregate principal amount of 2.000% Senior Notes due 2018 (the "2018 notes" and, together with the 2016 notes, the
"notes"). The 2016 notes will mature on December 5, 2016 and the 2018 notes will mature on December 5, 2018. Starbucks will pay
interest on the notes semiannually on June 5 and December 5 of each year, beginning June 5, 2014. Starbucks may redeem the notes 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 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 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
Per

2016 Note
Total

2018 Note
Total

Initial public offering price (1)

99.805%
$399,220,000
99.792%
$349,272,000
Underwriting discount

0.250%
$ 1,000,000

0.350%
$ 1,225,000
Proceeds, before expenses, to Starbucks (1)

99.555%
$398,220,000
99.442%
$348,047,000

(1) Plus accrued interest from December 5, 2013, if settlement occurs after that date.
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., as
operator of the Euroclear System, on or about December 5, 2013.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley
Citigroup

Goldman, Sachs & Co.

Wells Fargo Securities
2 of 55
12/3/2013 2:43 PM

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
Co-Managers

Scotiabank

US Bancorp

HSBC
Rabo Securities

Ramirez & Co., Inc.

Lebenthal Capital Markets
Mischler Financial Group, Inc.
The Williams Capital Group, L.P.
The date of this prospectus supplement is December 2, 2013.
3 of 55
12/3/2013 2:43 PM

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
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. We have not authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We 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-8
Use of Proceeds
S-9
Description of Notes
S-10
Description of Certain Other Indebtedness
S-25
Certain United States Federal Income Tax Considerations
S-26
Underwriting
S-31
Legal Matters
S-35
Experts
S-35
Prospectus

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
4 of 55
12/3/2013 2:43 PM

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
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 "Where You Can Find More Information" and "Incorporation of Certain
Documents by Reference" 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 or 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
and 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 document, it is defined in the accompanying prospectus.

S-i
5 of 55
12/3/2013 2:43 PM

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
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 does 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 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 62 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, 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 national foodservice accounts. In addition to our flagship Starbucks brand, our
portfolio also includes goods and services offered under these brands: Teavana, Tazo, Seattle's Best Coffee, Starbucks VIA,
Starbucks Refreshers, Evolution Fresh, La Boulange and Verismo. 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. 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. Starbucks Global
Responsibility strategy and commitments related to coffee and the communities we do business in, as well as our focus on being
an employer of choice, are also key complements to our business strategies.
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
6 of 55
12/3/2013 2:43 PM

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
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
$400,000,000 aggregate principal amount of 0.875% Senior Notes due 2016.

$350,000,000 aggregate principal amount of 2.000% Senior Notes due 2018.

Maturity
The 2016 notes will mature on December 5, 2016.

The 2018 notes will mature on December 5, 2018.

Interest
The 2016 notes will bear interest at 0.875% per year.
The 2018 notes will bear interest at 2.000% per year.
Interest on the notes will accrue from December 5, 2013.

Interest Payment Dates
Interest on the notes will be paid semiannually in arrears on June 5 and
December 5 of each year, beginning June 5, 2014.

Optional Redemption
At any time (or in the case of the 2018 notes at any time prior to November 5,
2018 (one month prior to the maturity date of the 2018 notes)), we may redeem
the notes, 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 7 basis points, in the case of the 2016 notes, and 10 basis
points, in the case of the 2018 notes,

plus, in each case, accrued and unpaid interest on the notes being redeemed to

the redemption date.

At any time on or after November 5, 2018 (one month prior to the maturity date
of the 2018 notes), we may redeem the 2018 notes in whole at any time or in

part from time to time, at our option, at a redemption price equal to 100% of the
principal amount of the 2018 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" in this prospectus supplement.

S-2
7 of 55
12/3/2013 2:43 PM

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
Table of Contents
Offer to Repurchase Upon a Change of
Control Triggering Event
Upon the occurrence of a "Change of Control Triggering Event," as defined
under "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 September 29, 2013, we had $1,299.4 million in aggregate principal amount
of senior unsecured indebtedness outstanding. 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 September 29, 2013, our
subsidiaries had $15.7 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 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" in this prospectus
supplement.

Use of Proceeds
We intend to use the net proceeds from this offering to fund a portion of the
recent arbitration award to Kraft Foods Global, Inc. (now known as Kraft Foods
Group, Inc.) ("Kraft") relating to the 2011 termination of a distribution
agreement between Kraft and us. We intend to use the remaining net proceeds
from the offering for general corporate purposes, which may include business
expansion, payment of cash dividends on our common stock, the repurchase of
our common stock under our ongoing share repurchase program, as updated and
approved by our board of directors, or the financing of possible acquisitions.
See "Use of Proceeds" in this prospectus supplement.

Form and Denomination
We will issue each series of notes 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

S-3
8 of 55
12/3/2013 2:43 PM

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
Table of Contents
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., as operator of the Euroclear System, 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 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 the notes, 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 a series. Any additional debt securities
having such similar terms, together with the notes of such series, 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 notes will be governed by, and construed in accordance with, the laws of
the State of New York.

S-4
9 of 55
12/3/2013 2:43 PM

424B5
http://www.sec.gov/Archives/edgar/data/829224/000119312513460361/...
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 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 September 29, 2013, we had approximately $7,034.4 million of total liabilities on a consolidated basis, including
$1,299.4 million in aggregate principal amount of senior unsecured indebtedness. In addition, we had a borrowing limit of $729
million under our commercial paper program, which is backstopped by our revolving credit facility. The current commitment under
our revolving credit facility is $750 million, which may be increased to $1.5 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.
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

S-5
10 of 55
12/3/2013 2:43 PM