Obligation StarBucks Coffee 4.45% ( US855244AU31 ) en USD

StarBucks Coffee

100 % ▲

Etas-Unis

US855244AU31 ( en USD )

4.45% par an ( paiement semestriel )

14/08/2049

Prospectus brochure de l'obligation Starbucks US855244AU31 en USD 4.45%, échéance 14/08/2049

2 000 USD

1 000 000 000 USD

855244AU3

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/08/2026 ( Dans 133 jours )

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 US855244AU31, paye un coupon de 4.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2049

L'Obligation émise par StarBucks Coffee ( Etas-Unis ) , en USD, avec le code ISIN US855244AU31, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par StarBucks Coffee ( Etas-Unis ) , en USD, avec le code ISIN US855244AU31, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d725967d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-213645
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Proposed
Maximum
Title of Each Class of
To Be
Maximum
Aggregate
Amount of
Securities To Be Registered

Registered

Offering Price

Offering Price

Registration Fee(1)
3.550% Notes due 2029

$1,000,000,000

99.774%

$997,740,000

$120,927
4.450% Notes due 2049

$1,000,000,000

99.824%

$998,240,000

$120,987

(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 15, 2016)

$2,000,000,000
Starbucks Corporation
$1,000,000,000 3.550% Senior Notes due 2029
$1,000,000,000 4.450% Senior Notes due 2049

Starbucks is offering $1,000,000,000 aggregate principal amount of 3.550% Senior Notes due 2029 (the "2029 notes") and $1,000,000,000 aggregate
principal amount of 4.450% Senior Notes due 2049 (the "2049 notes" and, together with the 2029 notes, the "notes"). The 2029 notes will mature on
August 15, 2029. Starbucks will pay interest on the 2029 notes semiannually on February 15 and August 15 of each year, beginning August 15, 2019. The
2049 notes will mature on August 15, 2049. Starbucks will pay interest on the 2049 notes semiannually on February 15 and August 15 of each year,
beginning August 15, 2019. Starbucks may redeem some or all of the notes of any series offered hereby 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 of each series offered hereby 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 2029 Note
Total

Per 2049 Note
Total

Initial public offering price(1)

99.774%
$997,740,000

99.824%
$998,240,000
Underwriting discount

0.450%
$
4,500,000

0.875%
$
8,750,000
Proceeds, before expenses, to Starbucks

99.324%
$993,240,000

98.949%
$989,490,000

(1)
Plus accrued interest from May 13, 2019, if settlement occurs after that date.
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

424B5
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, S.A., and Euroclear Bank SA/NV on or about May 13, 2019.

Joint Book-Running Managers

Citigroup
Morgan Stanley
US Bancorp
Wells Fargo Securities
BofA Merrill Lynch

Sustainability Structuring Agent

Senior Co-Managers

J.P. Morgan

Scotiabank

Goldman Sachs & Co. LLC
Co-Managers

Fifth Third Securities

HSBC
Rabo Securities

SunTrust Robinson Humphrey
Loop Capital Markets

Penserra Securities LLC
The date of this prospectus supplement May 2, 2019.
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
Summary
S-1
Risk Factors
S-5
Use of Proceeds
S-9
Description of Notes
S-11
Description of Certain Other Indebtedness
S-26
Certain United States Federal Income Tax Considerations
S-28
Underwriting
S-34
Legal Matters
S-41
Experts
S-41
Incorporation of Certain Documents by Reference
S-41
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

3
Description of Debt Securities

3
Legal Matters

10
Experts

10
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

424B5
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 15, 2016, which is part of our Registration Statement on Form S-3 (SEC
Registration No. 333-213645) 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.

S-i
Table of Contents
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 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 78 markets. We purchase and roast high-
quality coffees that we sell, along with handcrafted coffee, tea and other beverages and a variety of high-quality 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 foodservice accounts. In addition to our flagship Starbucks Coffee brand, we sell goods and services under the following brands: Teavana,
Seattle's Best Coffee, Evolution Fresh, La Boulange, Ethos, Starbucks Reserve and Princi.
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 United States, and in
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

424B5
newer, higher growth markets such as China, as well as optimizing the mix of company-operated and licensed stores around the world. 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, diverse channels and alternative store formats. We also believe our Starbucks Global Social Impact strategy,
commitments related to ethically sourcing high-quality coffee, 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
$1,000,000,000 aggregate principal amount of 3.550% Senior Notes due 2029.

$1,000,000,000 aggregate principal amount of 4.450% Senior Notes due 2049.

Maturity
The 2029 notes will mature on August 15, 2029.

The 2049 notes will mature on August 15, 2049.

Interest Payment Dates
Interest on the 2029 notes will be paid semiannually in arrears on February 15 and August 15
of each year, beginning August 15, 2019.

Interest on the 2049 notes will be paid semiannually in arrears on February 15 and August 15

of each year, beginning August 15, 2019.

Interest
The 2029 notes will bear interest at 3.550% per year. Interest on the 2029 notes will accrue
from May 13, 2019.

The 2049 notes will bear interest at 4.450% per year. Interest on the 2049 notes will accrue

from May 13, 2019.

Optional Redemption
At any time prior to the applicable Par Call Date (as defined herein), 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 that would be due if the notes matured on the applicable Par
Call Date (exclusive of interest accrued to the redemption date) 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 20 basis points, in the case of the
2029 notes, or plus 25 basis points, in the case of the 2049 notes,

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

date.
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

424B5

In addition, at any time on and after the applicable Par Call Date, 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

S-2
Table of Contents
principal amount being redeemed to the redemption date. 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"
in respect of a series of notes offered hereby, we will be required, unless we have exercised
our option to redeem such notes, to make an offer to repurchase such 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 31, 2019, we
had $9,217.4 million in aggregate principal amount of senior unsecured notes outstanding.
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 31, 2019, 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 31, 2019, our
subsidiaries had approximately $6.2 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 the sale of the 2029 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." We intend to allocate the net
proceeds from the sale of the 2049 notes to one or more financings or refinancings in whole
or in part in new or existing

S-3
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

424B5
Table of Contents
Eligible Sustainability Projects (as defined herein) (with refinancings limited to financings

entered into within two-years prior to the date of this prospectus supplement). See "Use of
Proceeds."

Form and Denomination
We will issue the notes of each series offered hereby 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, S.A., and
Euroclear Bank, SA/NV 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 offered hereby 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 any 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
U.S. Bank National Association.

Governing Law
The indenture and the notes will be governed by, and construed in accordance with, the 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, any subsequent Quarterly Reports 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 31, 2019, we had approximately $22,677.1 million of total liabilities on a consolidated basis, including $9,217.4 million in aggregate
principal amount of senior unsecured notes outstanding. Our commercial paper program currently has a borrowing limit of $3.0 billion, which is
backstopped by our revolving credit facilities. The current commitment under our Five-Year Credit Agreement is $2.0 billion, which may be increased to
$2.5 billion, upon the consent of the lenders under our Five-Year Credit Agreement. The current commitment under our 364-Day Credit Agreement is
$1.0 billion, which may be increased to $1.5 billion, upon the consent of the lenders under our 364-Day Credit Agreement. As of March 31, 2019, we had
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

424B5
$75 million of outstanding borrowings under our commercial paper program and no amounts outstanding 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.

S-5
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 31, 2019, our subsidiaries had approximately $6.2 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 31, 2019, 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.
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

424B5
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;

S-6
Table of Contents

·
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 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 a series of notes upon the occurrence of a change of control triggering event with respect to such notes 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 are no existing markets for the notes and we do not intend to apply for listing of the notes of any series offered hereby on any securities
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

424B5
exchange or any automated quotation system. Accordingly, there can be no assurance that trading markets for the notes of any 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

S-7
Table of Contents
the notes will depend on many factors, including but not limited to prevailing interest rates, our financial condition and results of operations, the then-
current ratings assigned to the notes and the market for similar securities. The market price of the 2049 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.

S-8
Table of Contents
USE OF PROCEEDS
Use of proceeds for the 2029 notes
We estimate the net proceeds from the sale of the 2029 notes offered hereby will be approximately $990,987,650 after deduction of the underwriting
discount and the offering expenses for such notes. We intend to use the net proceeds from the sale of the 2029 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. We may temporarily invest funds that are not immediately needed for these purposes in short-term
investments, including marketable securities.
Use of proceeds for the 2049 notes
We estimate the net proceeds from the sale of the 2049 notes will be approximately $987,210,150 after deduction of underwriting discount and the
pro rata offering expenses for such notes. We intend to allocate the net proceeds of the sale of the 2049 notes to one or more financings or refinancings in
whole or in part in new or existing Eligible Sustainability Projects (with refinancings limited to financings entered into within two-years prior to the date
of this prospectus supplement).
"Eligible Sustainability Projects" are investments and expenditures made by Starbucks or any of its subsidiaries, which promote the selected
Sustainable Development Goals (each an "SDG") as defined by the United Nations, as outlined in this section. Eligible Sustainability Projects include:

·
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 for responsibly grown and sourced coffee developed by Starbucks in
partnership with Conservation International and 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 (SDG 12
"Responsible Consumption and Production");

·
Development and operation of farmer support centers and agronomy research and development centers (SDG 9 "Industry, Innovation and

Infrastructure");

·
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 (SDG 1 "No Poverty" and SDG 8 "Decent Work and Economic Growth"); and

·
Investments made through the "Starbucks Greener Stores" initiative, a framework and commitment to be co-developed by leading experts
including World Wildlife Fund (WWF). Initiatives and stores will be audited and verified by SCS Global Services, with a goal to design, build

and operate 10,000 "Greener Stores" globally by 2025 (SDG 11 "Sustainable Cities and Communities"). Investments may include initiatives
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

424B5
that support Greener Stores dimensions, initiative development/testing or store development (design and construction) expenses including:

a.
Green Building (new stores) -- Store development and construction costs for new stores that are certified via the Greener Stores

program;

b.
Green Operations (existing stores, open at least 12 months) -- Sustainability initiative costs that align with the Greener Stores

certification criteria and certification program expenses; and

c.
Renewable Energy -- Investments and operating expenses to meet Starbucks 100% renewable energy goal. Expenses related to

renewable energy certificate purchases will only be included when sourced from wind, solar and low impact hydroelectric projects that
meet the Green-e certification criteria, and where Starbucks has traceability to the specific projects via supplier attestations.

S-9
Table of Contents
We expect to allocate the majority of the net proceeds from the sale of the notes to Eligible Sustainability Projects within two years of the date of
issuance.
Our global coffee sourcing and energy & sustainability 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 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 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 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 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 notes are allocated to either qualifying Eligible
Sustainability Projects or invested in cash, cash equivalents and/or treasury securities. These updates and assertions will be accompanied by a report from
an independent accountant in respect of the independent accountant's examination of management's assertions conducted in accordance with attestation
standards established by the American Institute of Certified Public Accountants.
Information contained on our website and our Global Responsibility Report is not and should not be deemed a part of this prospectus supplement, the
accompanying prospectus or any other report or filing filed with the SEC.
Background of Sustainable Development Goals
In September 2015, the UN General Assembly formally established 17 Sustainable Development Goals to be addressed by 2030. The goals set a
common framework for public and private stakeholders to set their agendas and define their policies and strategies over the interim 15 years. We believe
aligning Eligible Sustainability Projects with the SDGs is a step towards contributing capital towards the accomplishment of the SDGs.

S-10
Table of Contents
DESCRIPTION OF NOTES
The following description of certain material terms of the notes offered hereby does not purport to be complete. This description adds information to
the description of the general terms and provisions of the debt securities in the accompanying prospectus. To the extent this summary differs from the
summary in the accompanying prospectus, you should rely on the description of notes in this prospectus supplement.
The notes will be issued under and governed by an indenture dated as of September 15, 2016 (the "2016 base indenture") between us and U.S. Bank
National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the "trustee"), as
supplemented by a supplemental indenture to be entered into between us and the trustee on the date of issue of the notes, with respect to the notes (the
"fifth supplemental indenture" and, together with the 2016 base indenture, the "indenture"). The following description is subject to, and is qualified in its
entirety by reference to, the indenture. Unless otherwise defined herein, capitalized terms used in the following description are defined in the indenture. As
used in the following description, the terms "Starbucks," "we," "us," "our" and "Company" refer to Starbucks Corporation, a Washington corporation,
and not any of its subsidiaries, unless the context requires otherwise.
We urge you to read the indenture (including definitions of terms used therein) because it, and not this description, defines your rights as a beneficial
https://www.sec.gov/Archives/edgar/data/829224/000119312519137092/d725967d424b5.htm[5/6/2019 10:46:44 AM]

Document Outline

#1">
- #1">