SECURITIESANDEXCHANGECOMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0000829224/036e77a9-b... · 2017....

UNITEDSTATESSECURITIESANDEXCHANGECOMMISSION

Washington,D.C.20549

FORM8-K

CURRENTREPORTPursuanttoSection13or15(d)

oftheSecuritiesExchangeActof1934

DateofReport(Dateofearliesteventreported):March17,2017

StarbucksCorporation(Exactnameofregistrantasspecifiedinitscharter)

Washington 0-20322 91-1325671

(StateofIncorporation)

(CommissionFileNumber)

(IRSEmployerIdentificationNo.)

2401UtahAvenueSouth,Seattle,Washington98134

(Addressofprincipalexecutiveoffices)(ZipCode)

(206)447-1575(Registrant’stelephonenumber,includingareacode)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item2.03 CreationofaDirectFinancialObligationoranObligationUnderanOff-BalanceSheetArrangementofaRegistrant.

Item8.01 OtherEvents.

On March 17, 2017, Starbucks Corporation (“ Starbucks ” or the “ Company ”) completed a public offering pursuant to an underwriting agreement (the “Underwriting Agreement ”) with Morgan Stanley & Co. International plc and MUFG Securities EMEA plc (the “ Underwriters ”), under which Starbucks agreed toissue and sell to the Underwriters ¥85,000,000,000 aggregate principal amount of its 0.372% Senior Notes due 2024 (the “ Notes ”).

The Notes are being issued under the Indenture, dated as of September 15, 2016 (the “ Base Indenture ”), by and between the Company and U.S. Bank NationalAssociation, as trustee (the “ Trustee ”), as supplemented by the First Supplemental Indenture, dated as of March 17, 2017 (the “ Supplemental Indenture ” and,together with the Base Indenture, the “ Indenture ”), by and between the Company and the Trustee, as trustee, transfer agent and registrar, and Elavon FinancialServices, DAC, UK Branch, as paying agent.

Interest on the Notes will accrue from March 17, 2017. Starbucks will pay interest on the Notes on each March 15 and September 15, beginning on September 15,2017. The Notes will mature on March 15, 2024. At any time on and after December 15, 2023 (three months prior to the maturity date of the Notes), Starbucks mayredeem the Notes at a redemption price equal to 100% of the principal amount of such series, plus accrued and unpaid interest.

In addition, upon the occurrence of a change of control triggering event of the Notes (which involves the occurrence of both a change of control and a belowinvestment grade rating of the Notes by Moody’s and S&P), Starbucks will be required to make an offer to repurchase the Notes at a price equal to 101% of theprincipal amount of the Notes, plus accrued and unpaid interest.

The Notes will be the Company’s senior unsecured obligations and will rank equally in right of payment with all of the Company’s other senior unsecuredindebtedness, whether currently existing or incurred in the future. The Notes will be effectively subordinated to any existing or future indebtedness or otherliabilities, including trade payables, of any of the Company’s subsidiaries. The Notes are subject to customary covenants and events of default, as set forth in theIndenture.

The foregoing disclosure is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture. The Base Indenture was filed as Exhibit 4.1to the Company’s Registration Statement on Form S-3 (SEC Registration No. 333-213645) (the “ Registration Statement ”) and is incorporated herein by reference.The Supplemental Indenture is attached hereto as Exhibit 4.2 and incorporated herein by reference.

In addition, in connection with the public offering of the Notes, Starbucks is filing the Underwriting Agreement and certain other items listed below as exhibits tothis Current Report on Form 8-K for the purpose of incorporating such items into the Registration Statement. Such items filed as exhibits to this Current Report onForm 8-K are hereby incorporated into the Registration Statement by reference.

Item9.01. FinancialStatementsandExhibits.

(d) Exhibits: ExhibitNo. Description

1.1

Underwriting Agreement, dated March 10, 2017, by and among Starbucks Corporation and Morgan Stanley & Co. International plc and MUFGSecurities EMEA plc

4.1

Indenture, dated as of September 15, 2016, by and between Starbucks Corporation and U.S. Bank National Association, as trustee(incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (SEC Registration No. 333-213645)filed on September 15, 2016)

4.2

First Supplemental Indenture, dated as of March 17, 2017, by and between Starbucks Corporation and U.S. Bank National Association, as trustee,transfer agent and registrar, and Elavon Financial Services, DAC, UK Branch, as paying agent

4.3 Form of 0.372% Senior Note due March 15, 2024 (included in Exhibit 4.2)

5.1 Opinion of Jones Day

5.2 Opinion of Robert L. Villaseñor

12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges

23.1 Consent of Jones Day (included in Exhibit 5.1)

23.2 Consent of Robert L. Villaseñor (included in Exhibit 5.2)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized.

STARBUCKSCORPORATIONDated: March 17, 2017

By: /s/ Sophie Hager Hume Sophie Hager Hume vice president, assistant general counsel and assistant secretary

EXHIBITINDEX ExhibitNo. Description

1.1

Underwriting Agreement, dated March 10, 2017, by and among Starbucks Corporation and Morgan Stanley & Co. International plc and MUFGSecurities EMEA plc

4.1

Indenture, dated as of September 15, 2016, by and between Starbucks Corporation and U.S. Bank National Association, as trustee(incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (SEC Registration No. 333-213645)filed on September 15, 2016)

4.2

First Supplemental Indenture, dated as of March 17, 2017, by and between Starbucks Corporation and U.S. Bank National Association, astrustee, transfer agent and registrar, and Elavon Financial Services, DAC, UK Branch, as paying agent

4.3 Form of 0.372% Senior Note due March 15, 2024 (included in Exhibit 4.2)

5.1 Opinion of Jones Day

5.2 Opinion of Robert L. Villaseñor

12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges

23.1 Consent of Jones Day (included in Exhibit 5.1)

23.2 Consent of Robert L. Villaseñor (included in Exhibit 5.2)

Exhibit1.1

Execution Version

STARBUCKSCORPORATION

¥85,000,000,000

0.372%SeniorNotesdue2024

UnderwritingAgreement

March 10, 2017

Morgan Stanley & Co. International plc25 Cabot SquareCanary WharfLondon E14 4QAUnited Kingdom

MUFG Securities EMEA plcRopemaker Place25 Ropemaker StreetLondon EC2Y 9AJUnited Kingdom

As representatives of the several Underwriters listed on Exhibit A

Ladies and Gentlemen:

Starbucks Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to theUnderwriters named in Exhibit A hereto (the “Underwriters”), for whom Morgan Stanley & Co. International plc and MUFG Securities EMEA plc are acting asrepresentatives of the several Underwriters (the “Representatives”), ¥85,000,000,000 aggregate principal amount of its 0.372% Senior Notes due 2024 (the“Securities”).

1. The Company represents and warrants to, and agrees with, each Underwriter that:

(a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”) on Form S-3 (FileNo. 333-213645) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior tothe date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectivenessof such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and nonotice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Acthas been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most

recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus(including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a“Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectussupplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement,each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the BasicProspectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “PricingProspectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance withSection 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or theProspectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date ofsuch prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer toand include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuantto Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, ineach case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to theRegistration Statement shall be deemed to refer to and include any annual, periodic or current report or definitive proxy or information statement of the Companyfiled pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in theRegistration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer FreeWriting Prospectus”);

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, andeach Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, asamended (the “Trust Indenture Act”) and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omitto state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, notmisleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity withinformation furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(c) For the purposes of this Agreement, the “Applicable Time” is 1:45 a.m. (London time) on the date of this Agreement; the Pricing Prospectus assupplemented by the final term sheet in the form attached as Schedule I hereto and to be prepared and filed pursuant to Section 5(a) hereof, taken together(collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material factnecessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free WritingProspectus listed on

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Schedule II(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such IssuerFree Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untruestatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which theywere made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free WritingProspectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly foruse therein;

(d) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission,as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of theCommission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated thereinor necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; any further documents so filed andincorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with theCommission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules andregulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation andwarranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by anUnderwriter through the Representatives expressly for use therein; and no such documents were filed with the Commission since the Commission’s close ofbusiness on the U.S. business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth onSchedule II(b) hereto;

(e) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectuswill conform, in all material respects, to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and donot and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and anyamendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to makethe statements therein, in light of the circumstances under which they were made (in the case of the Prospectus), not misleading; provided, however, that thisrepresentation and warranty shall not apply to any (i) statements or omissions made in reliance upon and in conformity with information furnished in writing to theCompany by an Underwriter through the Representatives expressly for use therein or (ii) statements in or omissions from the part of the Registration Statement thatconstitutes the statement of eligibility (Form T-1) of the Trustee (as defined below) under the Trust Indenture Act;

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(f) There has not been any material adverse change (or development involving a prospective material adverse change) in the business, properties, earnings orfinancial condition of the Company and its subsidiaries on a consolidated basis (collectively, a “Material Adverse Effect”) from that set forth in the Company’s lastperiodic report filed with the Commission under the Exchange Act and the rules and regulations promulgated thereunder;

(g) The Company and its Significant Subsidiaries (as defined below) have good and marketable title in fee simple to all real property and good andmarketable title to all personal property owned by them and listed in the table, and in the first sentence immediately following the table, set forth in Item 2 of Part Iof the Company’s Annual Report on Form 10-K filed with the Commission on November 18, 2016 (such properties, the “Material Properties”), in each case freeand clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus or where the failure of such title to be free and clear of suchliens, encumbrances or defects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; any of the Material Propertiesthat are real property and buildings held under lease by the Company and its Significant Subsidiaries are held by them under valid, subsisting and enforceableleases with such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(h) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Washington, with power and authority(corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign corporation forthe transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as torequire such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to havea Material Adverse Effect; and each of Starbucks EMEA Ltd. and Starbucks Coffee Japan, Ltd. (each, a “Significant Subsidiary” and together, the “SignificantSubsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation;

(i) All of the issued shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessableand (except for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;

(j) This Agreement has been duly authorized, executed and delivered by the Company;

(k) The Company has not issued any securities of the same or a similar class as the Securities in Japan, the offering of which subjects the Company tocontinuous disclosure obligations under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended);

(l) The Securities have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issuedand delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the indenture dated as of September 15,2016 (the “Base Indenture”) between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), as supplemented by a

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supplemental indenture to be dated March 17, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company,the Trustee, Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”) and U.S. Bank National Association, as transfer agent and registrar(the “Transfer Agent” and the “Registrar”), under which they are to be issued; the Indenture has been duly authorized by the Company and duly qualified under theTrust Indenture Act and, when executed and delivered by the Company and the Trustee at the Time of Delivery (as defined below), the Indenture will constitute avalid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereofmay be limited by (i) the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general applicability relating to oraffecting creditors’ rights (whether now or hereafter in effect), (ii) laws limiting rights of indemnity or contribution, or (iii) equitable principles of generalapplicability (regardless of whether enforceability is considered in a proceeding at law or in equity) ((i)-(iii), collectively, the “Enforceability Exceptions”); and theSecurities and the Indenture will conform to the descriptions thereof in the Pricing Disclosure Package and the Prospectus. In connection with the issuance of theSecurities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”), to be dated as of March 17, 2017, among the Company, theTrustee, the Paying Agent, the Transfer Agent and the Registrar, which has been duly authorized by the Company and, when duly executed in accordance with itsterms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company, enforceable against the Company with its terms, exceptas enforceability may be limited by the Enforceability Exceptions ;

(m) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture, the Paying AgencyAgreement and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation ofany of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to whichthe Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of theproperty or assets of the Company or any of its Significant Subsidiaries is subject, nor will such action result in any violation of the provisions of the Articles ofIncorporation or Bylaws of the Company, in each case as currently in effect, or any statute or any order, rule or regulation of any court or governmental agency orbody having jurisdiction over the Company or any of its Significant Subsidiaries or any of their properties; and no consent, approval, authorization, order,registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation bythe Company of the transactions contemplated by this Agreement, the Indenture or the Paying Agency Agreement except (i) such as have been, or will have beenprior to the Time of Delivery, obtained under the Act and the Trust Indenture Act, and (ii) such consents, approvals, authorizations, registrations or qualifications asmay be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;

(n) Neither the Company nor any of its Significant Subsidiaries is in violation of its Articles of Incorporation or Bylaws (or equivalent or comparableconstitutive documents), in each case as currently in effect, or in default in the performance or observance of any material obligation, covenant or conditioncontained in any indenture, mortgage, deed of trust, loan

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agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in each case (other than withrespect to any violation of the Articles of Incorporation or Bylaws of the Company) for such violation or default as would not, individually or in the aggregate,reasonably be expected to have a Material Adverse Effect;

(o) The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Debt Securities” and “Description of Notes,”insofar as they purport to constitute a summary of the terms of the Securities, and under the caption “Underwriting” solely as such statements relate to the contentsof this Agreement, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate descriptions or summaries in allmaterial respects;

(p) There are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened, to which the Company or any of its SignificantSubsidiaries is a party or to which any of the properties of the Company or any of its Significant Subsidiaries is subject that is required to be described in theRegistration Statement, the Pricing Prospectus or the Prospectus and is not so described;

(q) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be an“investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(r) (A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying withSection 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the ExchangeAct or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under theAct) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as definedin Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bonafide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act;

(s) Deloitte & Touche LLP, who has audited certain financial statements of the Company and its subsidiaries and has audited the Company’s internal controlover financial reporting and management’s assessment thereof is, to the Company’s knowledge, an independent public accountant as required by the Act and therules and regulations of the Commission thereunder;

(t) The financial statements (including the related notes and schedules) included or incorporated by reference in the Pricing Prospectus comply as to form inall material respects with the requirements of Regulation S-X of the Commission and present fairly in all material respects the financial position of the Companyand its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown and, except as otherwise disclosed in thePricing Prospectus, such financial statements have been prepared in

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conformity with generally accepted accounting principles in the United States applied on a consistent basis. The interactive data in eXtensible Business ReportingLanguage included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the informationcalled for in all material respects and were prepared in accordance with the Commission’s rules and guidelines applicable thereto;

(u) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) thatcomplies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or undertheir supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles in the United States applied on a consistent basis. The Company’s internal control over financialreporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting;

(v) Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no change in theCompany’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control overfinancial reporting;

(w) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with therequirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Companyin the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in theCommission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’smanagement as appropriate to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective;

(x) Except as otherwise set forth in the Pricing Prospectus, the Company and its Significant Subsidiaries own, or possess the right to use, all patents,trademarks, service marks and trade names (collectively, “Intellectual Property Rights”) necessary for the conduct of the business of the Company and itsSignificant Subsidiaries as now conducted or proposed in the Pricing Prospectus to be conducted by them, except where the failure to own or possess the samewould not reasonably be expected to have a Material Adverse Effect. The material Intellectual Property Rights owned by the Company and its SignificantSubsidiaries have not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit,proceeding or claim by others challenging the Company’s or any Significant Subsidiary’s rights in or to any of their material Intellectual Property Rights. TheCompany and its Significant Subsidiaries have not received any notice of breach, and are not in material breach of any of their obligations under any licenses oragreements with respect to the Intellectual Property Rights and to the Company’s knowledge, no other party to such licenses or agreements is in material breachthereof. Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any Significant Subsidiary has received anynotice of infringement of or conflict with asserted intellectual property rights of others, and the Company is unaware of any facts which would form a reasonablebasis for any such claim;

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(y) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or other person acting onbehalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenserelating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; or(iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),the U.K. Bribery Act 2010 (the “Bribery Act”) or any other applicable anti-bribery or anti-corruption laws; and the Company and its subsidiaries have conductedtheir businesses in compliance with the FCPA, the Bribery Act and any other applicable anti-bribery or anti-corruption laws and have instituted and maintainpolicies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

(z) The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with applicable financialrecordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of alljurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations orguidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by orbefore any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the MoneyLaundering Laws is pending or, to the knowledge of the Company, threatened; and

(aa) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative ofthe Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the U.S.Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or otherrelevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions;and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to anysubsidiaries, joint venture partners or other Person, to knowingly fund any activities of or business with any Person, or in any country or territory, that, at the timeof such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in thetransaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

(bb) (i) Neither the Company nor any of its affiliates nor any person acting on its or their behalf (other than the Underwriters, as to whom the Companymakes no representation) has taken, directly or indirectly, any action designed to cause or that constituted or that might reasonably be expected to cause orconstitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of theSecurities; (ii) the Company has not issued and will not issue, without the prior

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consent of the Representatives, on behalf of the Underwriters, any press or other public announcement referring specifically to the proposed issue of, or the termsof, the Securities unless the announcement adequately discloses that stabilizing action may take place in relation to the Securities (but only to the extent required bylaws, regulators or guidelines (including the United Kingdom’s Financial Conduct Authority Handbook) applicable to the Company, the Underwriters, theRepresentatives or any other entity undertaking stabilization in connection with the issue of the Securities); and (iii) the Company authorizes the Representatives tomake all appropriate disclosure in relation to stabilization instead of the Company.

2. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees,severally and not jointly, to purchase from the Company, at a purchase price of 99.60% of the principal amount of the Securities, plus accrued interest, if any, fromMarch 17, 2017 to the Time of Delivery hereunder.

3. The several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

4. (a) The Securities to be purchased by each Underwriter hereunder will be represented by one or more global Securities in book-entry form which will beregistered in the name of a nominee of a common depositary (“Common Depositary”) for Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank SA/NV(“Euroclear”). Payment of the purchase price shall be made by you on behalf of the Underwriters in (same day) funds in Japanese yen by wire transfer through theCommon Depositary to the account specified by the Company against delivery of the global Securities, with any transfer taxes payable in connection with theinitial sale of the Securities duly paid by the Company except to the extent that such taxes were imposed due to the failure of an Underwriter, upon the request ofthe Company, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding ordeduction of such taxes. The Company will cause the certificates representing the Securities to be made available to the Representatives for checking at leasttwenty-four hours prior to the Time of Delivery. Against delivery of the global Securities, the Representatives will, on the Closing Date, give instructions to theCommon Depositary to arrange for the payment to the Company on the Closing Date of the net purchase price for the Securities as aforesaid. The time and date ofsuch delivery and payment shall be 10:00 a.m., London time, on March 17, 2017 or such other time and date as the Representatives and the Company may agreeupon in writing. Such time and date are herein called the “Time of Delivery.”

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including any additionaldocuments requested by the Underwriters pursuant to Section 8 hereof, will be delivered at the offices of Mayer Brown LLP, 71 South Wacker Drive, Chicago,Illinois 60606 (the “Closing Location”), and the Securities will be delivered at the Office of the Common Depositary, all at the Time of Delivery. A meeting will beheld at the Closing Location at 5:00 p.m., New York City time, on the Business Day next preceding the Time of Delivery, at which meeting the final drafts of thedocuments to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “Business Day”shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City, London, England orTokyo, Japan are generally authorized or obligated by law or executive order to close.

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5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’sclose of business on the second U.S. business day following the date of this Agreement; to make no further amendment or any supplement to the RegistrationStatement, the Basic Prospectus or the Prospectus prior to the Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; toadvise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or anyamendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing solely a description ofthe Securities, in a form approved by you and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptlyall other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitiveproxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Actsubsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) isrequired in connection with the offering or sale of the Securities; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of anystop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities, of any notice of objectionof the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension ofthe qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request bythe Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuanceof any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, topromptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such stepsincluding, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offersand sales of the Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement);

(b) If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of prospectus pursuant toRule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form ofprospectus which shall be disapproved by you promptly after reasonable notice thereof;

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(c) If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by theUnderwriters, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement (as defined under Rule 405under the Act) relating to the Securities, in a form satisfactory to you. If at the Renewal Deadline the Company is no longer eligible to file an automatic shelfregistration statement, the Company will, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to youand will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take allother action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statementrelating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelfregistration statement, as the case may be;

(d) Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws ofsuch jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long asmay be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreigncorporation or to file a general consent to service of process in any jurisdiction;

(e) On the Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies ofthe Prospectus in New York City and Tokyo in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the noticereferred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection withthe offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented wouldinclude an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstancesunder which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for anyother reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated byreference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such documentand to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to timereasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and incase any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any ofthe Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare anddeliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3)of the Act;

(f) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of theRegistration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complyingwith Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

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(g) During the period beginning from the date hereof and continuing to and including the later of the Time of Delivery and such earlier time as you maynotify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose, except as provided hereunderof, any securities of the Company that are substantially similar to the Securities;

(h) To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Act without regard to theproviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;

(i) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus underthe caption “Use of Proceeds”;

(j) To use its best efforts to cause the Securities to be eligible for clearance and settlement through Clearstream and Euroclear;

(k) To comply with all applicable provisions of the United Kingdom Financial Services and Markets Act 2000, as amended with respect to anything done byit in relation to the Securities in, from or otherwise involving the United Kingdom;

(l) To not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under theExchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities; and

(m) To not issue, without the prior consent of the Representatives, on behalf of the Underwriters, any press or other public announcement referringspecifically to the proposed issue of, or the terms of, the Securities unless the announcement adequately discloses that stabilizing action may take place in relationto the Securities (but only to the extent required by laws, regulators or guidelines (including the United Kingdom’s Financial Conduct Authority Handbook)applicable to the Company, the Underwriters, the Representatives or any other entity undertaking stabilization in connection with the issue of the Securities); in thisregard, the Company confirms the authority of MUFG Securities EMEA plc (the “Stabilizing Manager”) to make adequate public disclosure of information, and toact as the central point responsible for handling any request from a competent authority, in each case as required by Article 6(5) of Commission DelegatedRegulation (EU) 2016/1052 of March 8, 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilizationmeasures.

6. (a) (i) The Company represents and agrees that, other than the final term sheet in the form attached as Schedule I hereto and filed pursuant to Section 5(a)hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writingprospectus” as defined in Rule 405 under the Act;

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(ii) each Underwriter represents and agrees that, without the prior consent of the Company, other than one or more term sheets relating to theSecurities containing customary information and conveyed to purchasers of Securities, it has not made and will not make any offer relating to the Securitiesthat would constitute an Issuer Free Writing Prospectus; and

(iii) any such free writing prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheetin the form attached as Schedule I hereto and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto (or in the case of the final term sheet,listed on Schedule I hereto);

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, includingtimely filing with the Commission or retention where required and legending; and

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which suchIssuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include anuntrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances thenprevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnishwithout charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided,however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity withinformation furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

7. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursementsand expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connectionwith the preparation, printing, reproduction and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free WritingProspectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) thecost of printing or producing this Agreement, the Indenture, the Paying Agency Agreement, closing documents (including any compilations thereof) and any otherdocuments in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities foroffering and sale under state securities laws as provided in Section 5(d) hereof, including the reasonable fees and disbursements of counsel for the Underwriters inconnection with such qualification and in connection with the Blue Sky survey (not to exceed $2,500); (iv) any fees charged by securities rating services for ratingthe Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review bythe Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) all fees and expenses in connection with approval by Clearstream,Euroclear and the Common Depositary for clearance and settlement; (vii) the cost of preparing the Securities; (viii) the fees and expenses of the

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Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of the Trustee, the Paying Agent, the Transfer Agent and Registrar and the fees anddisbursements of counsel for the Trustee, the Paying Agent, the Transfer Agent and Registrar in connection with the Indenture, the Paying Agency Agreement andthe Securities; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in thisSection. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs andexpenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers theymay make.

8. The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and otherstatements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligationshereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for suchfiling by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any othermaterial required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periodsprescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and noproceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the RegistrationStatement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing theuse of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional informationon the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Mayer Brown LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated the Time of Delivery, in form andsubstance satisfactory to you, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon suchmatters;

(c) Jones Day, counsel for the Company, shall have furnished to you its written opinion (a form of such opinion is attached as Annex II hereto), dated theTime of Delivery, in form and substance satisfactory to you;

(d) Robert L. Villaseñor, director, corporate counsel and assistant secretary for the Company, shall have furnished to you, his written opinion (a form of suchopinion is attached as Annex III hereto), dated the Time of Delivery, in form and substance satisfactory to you;

(e) Jones Day, as Japanese counsel for the Company, shall have furnished to you its written opinion (a form of such opinion is attached as Annex IV hereto),dated the Time of Delivery, in form and substance satisfactory to you;

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(f) On the date of the Prospectus at a time prior to the execution of this Agreement, on the effective date of any post-effective amendment to the RegistrationStatement filed subsequent to the date of this Agreement and also at the Time of Delivery, Deloitte & Touche LLP shall have furnished to you a letter or letters,dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the form of letter to be deliveredprior to the execution of this Agreement is attached as Annex I(a) hereto and a form of letter to be delivered on the effective date of any post-effective amendmentto the Registration Statement and as of the Time of Delivery is attached as Annex I(b) hereto);

(g) (i) Neither the Company nor any of its Significant Subsidiaries shall have sustained, since the date of the latest audited financial statements included orincorporated by reference in the Pricing Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not coveredby insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and(ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock or long term debtof the Company or any of its Significant Subsidiaries (other than changes due to repurchases of the Company’s common stock under the Company’s sharerepurchase program previously announced and described in the Pricing Prospectus, and changes due to issuances of the Company’s common stock in the ordinarycourse of business under the Company’s existing share-based employee benefits and options plans described in the Pricing Prospectus) or any change, or anydevelopment involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of theCompany and its Significant Subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described inclause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of theSecurities on the terms and in the manner contemplated in the Prospectus;

(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationallyrecognized statistical rating organization,” as that term is defined by the Commission in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shallhave publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;

(i) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generallyon the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the Nasdaq Global Select Market; (iii) a generalmoratorium on commercial banking activities declared by Federal, New York State, Washington State, Japanese or European Union authorities or a materialdisruption in commercial banking or securities settlement or clearance services in the United States, Japan or the European Union; (iv) the outbreak or escalation ofhostilities involving the United States, Japan or a member of the European Union or the declaration by the United States, Japan or a member of the European Unionof a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the UnitedStates, Japan or the European Union or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable orinadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus (exclusive of anyamendment or supplement thereto);

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(j) The Company shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses on the Business Day nextsucceeding the date of this Agreement;

(k) The Securities shall be eligible for clearance and settlement through Clearstream and Euroclear; and

(l) The Company shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the Company satisfactory to you asto the accuracy of the representations and warranties of the Company herein at and as of such time, as to the performance by the Company of all of its obligationshereunder to be performed at or prior to such time, as to the matters set forth in subsections (a) and (h) of this Section and as to such other matters as you mayreasonably request.

9. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities to which such Underwriter maybecome subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon anuntrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, thePricing Prospectus or the Prospectus, or any amendment or supplement thereto, the final term sheet in the form attached hereto as Schedule I, any Issuer FreeWriting Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission oralleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse eachUnderwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as suchexpenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arisesout of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus,any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, the final term sheet in the form attached hereto asSchedule I, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriterthrough the Representatives expressly for use therein.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which theCompany may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or arebased upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any PreliminaryProspectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, the final term sheet in the form attached hereto as Schedule I, or anyIssuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to

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state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to theextent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, anyPreliminary Prospectus, the Pricing Prospectus or the Prospectus or any such amendment or supplement thereto, the final term sheet in the form attached hereto asSchedule I, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriterthrough the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company inconnection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified partyshall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of thecommencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified partyotherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of thecommencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, withcounsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, afternotice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to suchindemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnifiedparty, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of theindemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim inrespect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action orclaim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action orclaim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then the indemnifying party shall contribute to theamount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as isappropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities. If,however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the noticerequired under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion asis appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connectionwith the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions

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in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters onthe other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to thetotal underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relativefault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omissionto state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge,access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just andequitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for suchpurpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paidor payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shallbe deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action orclaim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the totalprice at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriterhas otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulentmisrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and notjoint.

(e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, uponthe same terms and conditions, to each Underwriters’ officers and directors, to each person, if any, who controls any Underwriter within the meaning of Section 15of the Act or Section 20 of the Exchange Act, and each broker-dealer affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shallbe in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer anddirector of the Company and to each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act.

10. (a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretionarrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty six hours after such default by anyUnderwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty six hours within which toprocure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, younotify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of suchSecurities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect

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whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Companyagrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. Theterm “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party tothis Agreement with respect to such Securities.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company asprovided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one eleventh of the aggregateprincipal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount ofSecurities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (basedon the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters forwhich such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company asprovided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one eleventh of the aggregate principal amountof all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securitiesof a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or theCompany, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contributionagreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth inthis Agreement or made by them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement asto the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director orcontrolling person of the Company, and shall survive delivery of and payment for the Securities.

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except asprovided in Sections 7 and 9 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the Company as provided herein, the Companywill reimburse the Underwriters through you for all documented out of pocket expenses approved in writing by you, including fees and disbursements of counsel,reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Securities, but the Company shall then be under nofurther liability to any Underwriter except as provided in Sections 7 and 9 hereof.

19

13. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement,request, notice or agreement on behalf of any Underwriter made or given by you jointly.

14. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or email toMorgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom, Attention: Transaction Management Group,Global Capital Markets, email: [email protected]; MUFG Securities EMEA plc, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9AJ,United Kingdom, Attention: Legal—Capital Markets, email: [email protected]; and if to the Company shall be delivered or sent by mail to the addressof the Company set forth in the Registration Statement, Attention: Secretary. Any such statements, requests, notices or agreements shall take effect upon receiptthereof.

15. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the partieshereto, each counterparty to a BRRD Party under the Agreement acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject tothe exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts and agrees to be bound by:

(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to it under thisAgreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or anotherperson, and the issue to or conferral on it of such shares, securities or obligations;

(iii) the cancellation of the BRRD Liability;

(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including bysuspending payment for a temporary period; and

(v) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-inPowers by the Relevant Resolution Authority.

(b) For the purposes of this Agreement:

“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, theBRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

20

“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule in relation to the relevant Bail-inLegislation.

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“BRRD Liability” means a liability in respect of which the relevant Write-Down and Conversion Powers in the applicable Bail-in Legislation may beexercised.

“BRRD Party” means any Underwriter subject to Bail-in Powers.

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successorperson) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant BRRD Party.

16. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11hereof, the officers and directors of the Company and each person who controls the Company or the Underwriters, and their respective heirs, executors,administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of theSecurities from the Underwriters shall be deemed a successor or assign by reason merely of such purchase.

17. Time shall be of the essence of this Agreement. As used herein, the term “U.S. business day” shall mean any day when the Commission’s office inWashington, D.C. is open for business.

18. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercialtransaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to suchtransaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciaryresponsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriterhas advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in thisAgreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claimthat the Underwriters, or any of them, have rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connectionwith such transaction or the process leading thereto.

19. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any ofthem, with respect to the subject matter hereof.

21

20. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

21. The Company and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by juryin any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

22. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be anoriginal, but all such respective counterparts shall together constitute one and the same instrument.

23. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatmentand tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to thattreatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structureshall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose,“tax structure” is limited to any facts that may be relevant to that treatment.

24. If the Stabilizing Manager, in connection with the distribution of the Securities, offers Securities in excess of the aggregate principal amount to be issuedor effects transactions with a view to supporting the market price of the Securities at levels other than those which might otherwise prevail in the open market, theStabilizing Manager shall not in doing so be deemed to act as an agent of the Company. The Company will not, as a result of any action taken by the StabilizingManager under this clause, be obliged to issue Securities in excess of the aggregate amount of Securities to be issued under this Agreement, nor shall the Companybe liable for any loss, or entitled to any profit, arising from any excess offers or stabilization.

25. By executing this Agreement, each of the Underwriters hereby agrees to be bound by the provisions of the ICMA Agreement Among Managers Version1 (Fixed-Price Non Equity-Related Issues)/New York Law Schedule (the “AAM”), save that clause 3 of the AAM shall not apply and, in the event of any conflictbetween the provisions of the AAM and this Agreement, the terms of this Agreement shall prevail. For the purposes of the AAM, “Managers” means theUnderwriters and the Representatives shall be “Lead Managers.” “Settlement Lead Manager” and “Stabilizing Manager” means MUFG Securities EMEA plc and“Subscription Agreement” means the Underwriting Agreement. Each Underwriter authorizes the Representatives to charge its account with its pro rata share (basedon the principal amount of Securities which such Underwriter agreed to purchase hereunder) of all unreimbursed expenses incurred by the Representatives inconnection with this offering.

[RemainderofPageIntentionallyLeftBlank]

22

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, this letterand such acceptance hereof shall constitute a binding agreement between the Underwriters and the Company.

Very truly yours,

Starbucks Corporation

By: /s/ Drew Wolff Name: Drew Wolff Title: vice president, treasurer

Accepted as of the date hereof: Morgan Stanley & Co. International plc

By: /s/ Gordon Charlton Name: Gordon Charlton Title: Executive Director

MUFG Securities EMEA plc

By: /s/ Trevor Kemp Name: Trevor Kemp Title: Authorized Signatory

For themselves and the other severalUnderwriters named in Exhibit Ato the foregoing Agreement.

[SignaturePagetoUnderwritingAgreement]

ExhibitA

Underwriters

PrincipalAmountofSecuritiesToBe

Purchased Morgan Stanley & Co. International plc ¥ 42,500,000,000 MUFG Securities EMEA plc ¥ 42,500,000,000 Total: ¥ 85,000,000,000

Exhibit A-1

ScheduleI

Free Writing ProspectusFiled Pursuant to Rule 433

Registration No. 333-213645Relating to the Preliminary Prospectus Supplement dated March 7, 2017

(to Prospectus dated September 15, 2016)

StarbucksCorporation

¥85,000,000,000

0.372% Senior Notes due 2024

Pricing Term Sheet

March10,2017 Issuer: Starbucks Corporation

Ratings(Moody’s/S&P/Fitch):*

A2/A/A

Format: SEC Registered

Ranking: Senior Unsecured

Trade Date: March 10, 2017

Settlement Date: March 17, 2017 (T+5)

Principal Amount: ¥85,000,000,000

Maturity Date: March 15, 2024

Interest Payment Dates: March 15 and September 15, beginning September 15, 2017

Interest Payment Record Dates: March 1 and September 1

Mid-Swap Rate: 0.172%

Spread to Mid-Swap Rate: +20 basis points

Yield to Maturity: 0.372%

Coupon (Interest Rate): 0.372% per annum

Price to Public (Issue Price): 100.000%

Optional Redemption:

At any time on and after December 15, 2023 (three months prior to their March 15, 2024 maturity date), the Issuer mayredeem some or all of the notes, at a redemption price equal to 100% of the principal amount of the notes to be redeemedplus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

The issuer may also redeem all, but not less than all, of the notes, at a redemption price equal to 100% of the principalamount of the notes plus accrued and unpaid interest to the redemption date, in the event of certain changes in United Statestax laws.

Schedule I-1

Change of Control Repurchase:

Upon the occurrence of a change of control triggering event (which involves the occurrence of both a change of control anda below investment grade rating of the notes by Moody’s and S&P), the Issuer will be required, unless the Issuer hasexercised its option to redeem the notes, to make an offer to purchase the notes at a price equal to 101% of the principalamount plus accrued and unpaid interest to the date of repurchase.

Listing: None

Denominations: ¥100,000,000 and any integral multiple of ¥10,000,000 in excess thereof

ISIN: XS1580340260

Stabilization: Stabilization/FCA

Joint Book-Running Managers:

Morgan Stanley & Co. International plcMUFG Securities EMEA plc

* Note:Asecuritiesratingisnotarecommendationtobuy,sellorholdsecuritiesandmaybesubjecttorevisionorwithdrawalatanytime.Eachof

thesecurityratingsaboveshouldbeevaluatedindependentlyofanyothersecurityrating.

TheIssuerhasfiledaregistrationstatement(includingaprospectus)andaprospectussupplementwiththeSECfortheofferingtowhichthiscommunicationrelates.Beforeyouinvest,youshouldreadtheprospectusinthatregistrationstatement,theprospectussupplementandotherdocumentstheIssuerhasfiledwiththeSECformorecompleteinformationabouttheIssuerandthisoffering.Youshouldrelyontheprospectus,prospectussupplementandanyrelevantfreewritingprospectusorpricingsupplementforcompletedetails.YoumaygetthesedocumentsforfreebyvisitingEDGARontheSECWebsiteatwww.sec.gov.Alternatively,copiesoftheprospectusandtheprospectussupplementmaybeobtainedbycallingMorganStanley&Co.Internationalplctoll-freeat(866)718-1649;orMUFGSecuritiesEMEAplctoll-freeat+44-20-7577-2206.

Schedule I-2

ScheduleII (a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: None

(b) Additional Documents Incorporated by Reference: None

Schedule II-1

AnnexI(a)

[DESCRIPTIONOFCOMFORTLETTER]

Pursuant to Section 8(f) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicablepublished rules and regulations thereunder;

(ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, prospective financial statementsand/or pro forma financial information) examined by them and included or incorporated by reference in the Registration Statement or the Pricing Prospectus andthe Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the relatedpublished rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute ofCertified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information and/or condensed financialstatements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of whichhave been furnished to the Underwriters and are attached hereto;

(iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unauditedcondensed consolidated statement of income, consolidated balance sheets and consolidated statements of cash flows included in the Pricing Prospectus and theProspectus and/or included in the Company’s quarterly reports on Form 10-Q incorporated by reference into the Pricing Prospectus and the Prospectus as indicatedin their reports thereon copies of which have been separately furnished to the Underwriters and are attached hereto; and on the basis of specified proceduresincluding inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensedconsolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in the related in all material respects with the applicable accountingrequirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that theunaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act andthe Exchange Act and the related published rules and regulations;

(iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the fivemost recent fiscal years included in the Pricing Prospectus and the Prospectus and included or incorporated by reference in Item 6 of the Company’s Annual Reporton Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financialstatements for such five fiscal years which were included or incorporated by reference in the Company’s Annual Reports on Form 10-K for such fiscal years;

Annex I(a)-1

(v) They have compared the information in the Pricing Prospectus and the Prospectus under selected captions with the disclosure requirements ofRegulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that causedthem to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, ofRegulation S-K;

(vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading ofthe unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and itssubsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated byreference in the Pricing Prospectus and the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting mattersand such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:

(A) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in thePricing Prospectus and the Prospectus and/or included or incorporated by reference in the Company’s Quarterly Reports on Form 10-Q incorporated byreference in the Pricing Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of theExchange Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited consolidated statements ofincome, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Quarterly Reports onForm 10-Q incorporated by reference in the Pricing Prospectus and the Prospectus, for them to be in conformity with generally accepted accountingprinciples;

(B) any other unaudited income statement data and balance sheet items included in the Pricing Prospectus and the Prospectus do not agree with thecorresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and itemswere not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statementsincluded or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year;

(C) the unaudited financial statements which were not included in the Pricing Prospectus and the Prospectus but from which were derived theunaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the PricingProspectus and the Prospectus and referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited financialstatements included or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year;

Annex I(a)-2

(D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Pricing Prospectus and theProspectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulationsthereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;

(E) as of a specified date not more than five days prior to the date of such letter, there have been any change in the capital stock or long term debt ofthe Company or any of its subsidiaries (other than changes due to repurchases of the Company’s common stock under the Company’s share repurchaseprogram previously announced and described in the Pricing Prospectus, and changes due to issuances of the Company’s common stock in the ordinarycourse of business under the Company’s existing share-based employee benefit and options plans described in the Pricing Prospectus), in each case ascompared with amounts shown in the latest balance sheet included or incorporated by reference in the Pricing Prospectus and the Prospectus, except in eachcase for changes, increases or decreases which the Pricing Prospectus and the Prospectus discloses have occurred or may occur or which are described insuch letter; and

(F) for the period from the date of the latest financial statements included or incorporated by reference in the Pricing Prospectus and the Prospectus tothe specified date referred to in clause (E) there were any decreases in consolidated net revenues, as compared with the comparable period of the precedingyear and with any other period of corresponding length specified by the Underwriters, except for decreases which the Pricing Prospectus and the Prospectusdisclose have occurred or may occur or which are described in such letter; and

(vii) In addition to the examination referred to in their report(s) included or incorporated by reference in the Pricing Prospectus and the Prospectus and thelimited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specifiedprocedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financialinformation specified by the Underwriters which are derived from the general accounting records of the Company and its subsidiaries, which appear in the PricingProspectus and the Prospectus (excluding documents incorporated by reference) or in Part II of, or in exhibits and schedules to, the Registration Statement specifiedby the Underwriters or in documents incorporated by reference in the Pricing Prospectus and the Prospectus specified by the Underwriters, and have comparedcertain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be inagreement.

Annex I(a)-3

AnnexI(b)

[FORMOFBRING-DOWNCOMFORTLETTER]

To be provided under separate cover.

Annex I(b)-1

AnnexII

[FORMOFJONESDAYOPINION]


Annex II

AnnexIII

[FORMOFROBERTL.VILLASEÑOROPINION]


Annex III

AnnexIV

[FORMOFJONESDAYOPINION,ASJAPANESECOUNSEL]


Annex IV

Exhibit4.2

STARBUCKSCORPORATION

¥85,000,000,0000.372%SENIORNOTESDUE2024

FIRSTSUPPLEMENTALINDENTURE

DatedasofMarch17,2017

To

INDENTURE

DatedasofSeptember15,2016

U.S.BankNationalAssociation

asTrustee,TransferAgentandRegistrar

and

ElavonFinancialServicesDAC,UKBranch

asPayingAgent

TABLEOFCONTENTS Page

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Relationship with Base Indenture 1 Section 1.02 Relationship with Agency Agreement 2 Section 1.03 Definitions 2 Section 1.04 Other Definitions 8 Section 1.05 Amendment to Section 1.01 of the Indenture 8 Section 1.06 Rules of Construction 8 Section 1.07 References 9

ARTICLE 2. THE NOTES

Section 2.01 Interest 9 Section 2.02 Issuance in Yen 9 Section 2.03 Form and Dating 10 Section 2.04 Transfer and Exchange 11 Section 2.05 Issuance of Additional Notes 15

ARTICLE 3. TRUSTEE AND PAYING AGENT

Section 3.01 Appointments 15

ARTICLE 4. REDEMPTION

Section 4.01 Notice of Redemption 16 Section 4.02 Notes Redeemed in Part 16 Section 4.03 Optional Redemption 16 Section 4.04 Redemption for Tax Reasons 16

ARTICLE 5. PAYMENT OF ADDITIONAL AMOUNTS

Section 5.01 General 17 Section 5.02 No Other Requirements 19 Section 5.03 Definition 19

ARTICLE 6. PARTICULAR COVENANTS

Section 6.01 Liens 19 Section 6.02 Offer to Purchase Upon Change of Control Triggering Event 21 Section 6.03 Sale and Lease-Back Transactions 22

i

TABLEOFCONTENTS(continued)

ARTICLE 7. SUCCESSORS

Section 7.01 Merger, Consolidation or Sale of Assets 24

ARTICLE 8. DEFAULTS AND REMEDIES

Section 8.01 Events of Default 24

ARTICLE 9. MISCELLANEOUS

Section 9.01 Trust Indenture Act Controls 25 Section 9.02 Governing Law 25 Section 9.03 Successors 26 Section 9.04 Severability 26 Section 9.05 Counterpart Originals 26 Section 9.06 Table of Contents, Headings, Etc 26

EXHIBIT Exhibit A FORM OF 2024 NOTE

ii

FIRST SUPPLEMENTAL INDENTURE dated as of March 17, 2017, by and between Starbucks Corporation, a Washington corporation (the “Company”), U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee,transfer agent and registrar (the “ Trustee,” the “ TransferAgent” and/or “ SecurityRegistrar” ) and Elavon Financial Services DAC, UK Branch as paying agent(the “ PayingAgent’).

The Company has heretofore executed and delivered to the Trustee an indenture, dated as of September 15, 2016 (the “ BaseIndenture”, and togetherwith this First Supplemental Indenture, the “ Indenture”), providing for the issuance from time to time of one or more series of the Company’s securities.

The Company has duly determined to appoint the Paying Agent as the paying agent and the Transfer Agent and Security Registrar as the transfer agentand registrar, each under the Agency Agreement, dated as of the date hereof (the “ AgencyAgreement”) and the Paying Agent and the Transfer Agent and SecurityRegistrar are willing to accept such appointment with respect to the Notes.

The Company desires and has requested the Trustee pursuant to Section 9.01 of the Base Indenture to join with it in the execution and delivery of thisFirst Supplemental Indenture in order to supplement the Base Indenture as, and to the extent set forth herein to provide for the issuance and the terms of the Notes(as defined below).

Section 9.01 of the Base Indenture provides that the Company and the Trustee, without the consent of any holders of the Company’s Securities, mayamend or waive certain terms and conditions in the Base Indenture as permitted by Sections 2.01 and 2.02 thereof.

The execution and delivery of this First Supplemental Indenture has been duly authorized by a resolution of the Board of Directors of the Company ora duly authorized committee thereof.

All conditions and requirements necessary to make this First Supplemental Indenture a valid, binding and legal instrument in accordance with its termshave been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) ofthe 0.372% Senior Notes due 2024 (the “ Notes”):

ARTICLE1.DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 RelationshipwithBaseIndenture.

The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made a part of this First Supplemental Indentureand the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to bebound thereby. However, to the extent any - provision of the Base Indenture conflicts with the express provisions of this First Supplemental Indenture, theprovisions of this First Supplemental Indenture will govern and be controlling.

The Trustee accepts the amendment of the Base Indenture effected by this First Supplemental Indenture and agrees to execute the trust created by theBase Indenture as hereby amended, but only upon the terms and conditions set forth in this First Supplemental Indenture, including the terms and provisionsdefining and limiting the liabilities and responsibilities of the Trustee in the performance of the trust created by the Base Indenture, and without limiting thegenerality of the foregoing, the Trustee will not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein,all of which recitals or statements are made solely by the Company, or for or with respect to (1) the validity or sufficiency of this First Supplemental Indenture orany of the terms or provisions hereof, (2) the proper authorization hereof by the Company, (3) the due execution hereof by the Company or (4) the consequences(direct or - indirect - and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to anysuch matters.

Section 1.02 RelationshipwithAgencyAgreement.

The terms of this First Supplemental Indenture are subject to the terms of the Agency Agreement which shall be deemed incorporated herein. In theevent of an inconsistency between the terms of the Indenture, this First Supplemental Indenture and the Agency Agreement, the terms of the Agency Agreementshall prevail, except that the rights, benefits, protections, indemnities and immunities of the Trustee shall be governed by the Indenture and this First SupplementalIndenture.

Section 1.03 Definitions.Capitalized terms used herein without definition shall have the respective meanings set forth in the Base Indenture. Thefollowing terms have the meanings given to them in this Section 1.03:

“ AdditionalNotes” means any Notes (other than the Initial Notes) issued under this First Supplemental Indenture in accordance with Sections 2.05hereof, as part of the same series as the Initial Notes.

“ AttributableDebt” with regard to a Sale and Lease-Back Transaction with respect to any Principal Property means, at the time of determination, thelesser of (A) the present value of the total net amount of lease payments required to be paid under such lease during the remaining term thereof (after deducting theamount of rent to be received under non-cancellable subleases and including any period for which such lease has been extended), discounted at the greater of(x) the weighted average interest rate per annum borne by the Notes or (y) the interest rate inherent in such lease, in each case, as determined by the Chief FinancialOfficer, Treasurer or Controller of the Company, compounded semiannually, or (B) the sale price for the Principal Property so sold and leased multiplied by afraction the numerator of which is the remaining portion of the base term of the lease included in such Sale and Lease-Back Transaction and the denominator ofwhich is the base term of such lease. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall be the lesser of(i) the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount shall also include the amount ofthe penalty, but shall not include any rent that would be required to be paid under such lease subsequent to the first date upon which it may be so terminated) or(ii) the net amount determined assuming no such termination.

2

For purposes of determining such Attributable Debt, “ leasepayments” are the aggregate amount of the rent payable by the lessee with respect to theapplicable period, after excluding amounts required to be paid on account - of maintenance and repairs, water rates and similar utility charges. If and to the extentthe amount of any lease payment during any future period is not definitely determinable under the lease in question, the amount of such , lease - payment will beestimated in such reasonable manner as the Chief Financial Officer, Treasurer or Controller of the Company may in good faith determine.

“ BaseIndenture” has the meaning set forth in the preamble to this First Supplemental Indenture, as amended, supplemented or otherwise modifiedfrom time to time in accordance with the terms thereof.

“ BelowInvestmentGradeRatingEvent” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any datefrom the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of theoccurrence of the Change of Control (which 60-day period shall be extended so long as the rating of such Notes is under publicly announced consideration forpossible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction inrating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event forpurposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agencies making the reduction in rating to which this definition wouldotherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of anyevent or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Controlshall have occurred at the time of the Below Investment Grade Rating Event).

“ BusinessDay” means any day, other than a Saturday or Sunday, which is not a day on which banking institutions are authorized or obligated by lawor executive order to close in the City of New York, London or Tokyo.

“ CapitalStock” means:

(1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated andwhether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person; and

(2) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

3

“ ChangeofControl” means the occurrence of one or more of the following events:

(1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of theCompany to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “ Group”), together with any Affiliatesthereof (whether or not otherwise in compliance with the provisions of the Indenture);

(2) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company(whether or not otherwise in compliance with the provisions of the Indenture);

(3) any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of theaggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company; or

(4) during any period of 24 consecutive months, a majority of the members of the Board of Directors or other equivalent governing body of theCompany cease to be composed of individuals (i) who were members of such Board of Directors or equivalent governing body on the first day of suchperiod, (ii) whose election or nomination to such Board of Directors or equivalent governing body was approved by individuals referred to in clause(i) above constituting at the time of such election or nomination at least a majority of such Board of Directors or equivalent governing body or(iii) whose election or nomination to such Board of Directors or other equivalent governing body was approved by individuals referred to in clauses(i) and (ii) above constituting at the time of such election or nomination at least a majority of such Board of Directors or equivalent governing body(excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of suchBoard of Directors or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election orremoval of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Boardof Directors).

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Company becomes a wholly ownedSubsidiary of a holding company and (ii) the holders of the Voting Stock of such holding company immediately following such transaction are substantially thesame as the holders of the Company’s Voting Stock immediately prior to such transaction.

“ ChangeofControlTriggeringEvent” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“ Clearstream” means Clearstream Banking, S.A.

“ CommonDepositary” means any Person acting as the common depositary for Euroclear and Clearstream, which initially shall be Elavon FinancialServices DAC.

“ CommonStock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whethervoting or non-voting) of, such Person’s common stock, and includes, without limitation, all series and classes of such Common Stock.

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“ ConsolidatedNetTangibleAssets” means, as of any date on which the Company effects a transaction requiring such Consolidated Net TangibleAssets to be measured hereunder, the aggregate amount of assets (less applicable reserves) after deducting therefrom: (a) all current liabilities, except for currentmaturities of long-term debt and obligations under capital leases; and (b) intangible assets, to the extent included in said aggregate amount of assets, all as set forthin the Company’s most recent consolidated balance sheet and computed in accordance with GAAP applied on a consistent basis.

“ CorporateTrustOfficeofthePayingAgent” means, initially, the office of Elavon Financial Services DAC, UK Branch located at 125 Old BroadStreet, London, EC2N 1AR, United Kingdom.

“ CorporateTrustOfficeoftheRegistrarandTransferAgent” means, initially, the office of U.S. Bank National Association at 1420 Fifth Avenue, 7th Floor, Seattle, Washington, 98101 USA.

“ CreditAgreement” means the Credit Agreement, dated as of November 6, 2015, among the Company, as borrower, Bank of America, N.A., asadministrative agent, swing line lender and L/C issuer, Wells Fargo Bank, N.A. and Citibank, N.A., as co-syndication Agents and L/C issuers, Goldman SachsBank USA, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, U.S. Bank National Association and Morgan Stanley MUFG Loan Partners, LLC, as co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and Citigroup Global Markets Inc. as joint lead arrangersand joint book managers, and each of the other Lenders a party thereto, including any related letters of credit, notes, guarantees, collateral documents, instrumentsand agreements executed in connection therewith, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time by oneor more credit facilities, in which case, the credit agreement or similar agreement together with all other documents and instruments related thereto shall constitutethe “Credit Agreement” under the Indenture, whether with the same or different agents and lenders.

“ DefinitiveNote” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.04 hereof,substantially in the form of Exhibit A hereto except that such Note will not bear the Global Note Legend.

“ Euroclear” means Euroclear Bank SA/NV.

“ FirstSupplementalIndenture” means this First Supplemental Indenture, dated as of the date hereof, by and among the Company, the Trustee, thePaying Agent, the Transfer Agent and the Security Registrar, governing the Notes, as amended, supplemented or otherwise modified from time to time inaccordance with the Base Indenture and the terms hereof.

“ FundedDebt” means Indebtedness, whether or not contingent, for money borrowed (including all obligations evidenced by bonds, debentures, notesor similar instruments) owed or guaranteed by the Company or any consolidated Subsidiary, and any of the debt which under GAAP would appear as debt on theconsolidated balance sheet of the Company.

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“ GlobalNoteLegend” means the legend set forth in Section 2.04(i), which is required to be placed on all Global Notes issued under this FirstSupplemental Indenture.

“ GlobalNotes” means, individually and collectively, each of the Global Notes, in the form of Exhibit A hereto issued in accordance withSection 2.03 hereof.

“ Holder” means a Person in whose name a Note is registered.

“ Indenture” means the Base Indenture, as supplemented by this First Supplemental Indenture, governing the Notes, in each case, as amended,supplemented or restated from time to time.

“ InitialNotes” means the first ¥85,000,000,000 aggregate principal amount of Notes issued under this First Supplemental Indenture on the datehereof.

“ InvestmentGradeRating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or, ineach case, if such Rating Agency ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, theequivalent investment grade credit rating by the replacement agency selected by the Company in accordance with the procedures described below.

“ MaterialSubsidiary” means each Subsidiary of the Company that meets either of the following tests: (a) its assets equal or exceed three percent oftotal assets of the Company and its Subsidiaries on a consolidated basis, or (b) its revenues equal or exceed three percent of the total revenues of the Company andits Subsidiaries on a consolidated basis; provided that (i) if the Subsidiaries that meet either of the tests in (a) or (b), when combined with revenues generated orassets owned directly by the Company (excluding any assets located or revenues generated at the Subsidiary level), aggregate less than 90% of the total assets ortotal revenues of the Company and its Subsidiaries on a consolidated basis, the Company shall designate additional Subsidiaries to constitute Material Subsidiariesuntil such threshold is met, and (ii) once a Subsidiary is deemed a Material Subsidiary, whether by virtue of the tests in (a) or (b) above, or a result of designationpursuant to part (i) of this proviso, such Subsidiary shall continue to constitute a Material Subsidiary throughout the term of the Notes.

“ Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“ NonrecourseObligation” means Indebtedness or lease payment obligations related to (i) the acquisition of a Principal Property not previouslyowned by the Company or any Subsidiary or (ii) the financing of a project involving the development or expansion of any Principal Property owned by theCompany or any Subsidiary, as to which the obligee with respect to such Indebtedness or obligation has no recourse to the Company or any Subsidiary or any ofthe Company’s or its Subsidiaries’ assets other than such Principal Property so acquired, developed or expanded, as applicable.

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“ Notes” has the meaning assigned to it in the preamble to this First Supplemental Indenture. The Initial Notes and the Additional Notes will betreated as a single class for all purposes under this First Supplemental Indenture, and unless the context otherwise requires, all references to the Notes will includethe Initial Notes and any Additional Notes.

“ Person” has the meaning set forth in the Indenture and includes a “person” as used in Section 13(d)(3) of the Exchange Act.

“ PreferredStock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person withrespect to dividends or redemptions or upon liquidation.

“ PrincipalProperty” means any individual facility or real property, or portion thereof, owned or hereafter acquired by the Company or anySubsidiary and located within the United States of America, which, in the good faith opinion of the Company’s Chief Executive Officer, President, or ChiefFinancial Officer, is of material importance to the total business conducted by the Company and its Subsidiaries taken as a whole, providedthat no such individualfacility or property will be deemed of material importance if its gross book value (excluding therefrom any equipment and before deducting accumulateddepreciation) is less than 1.0% of the Consolidated Net Tangible Assets of the Company. With respect to any Sale and Lease-Back Transaction or series of relatedSale and Lease-Back Transactions, the determination of whether any property is a Principal Property shall be determined by reference to all properties affected bysuch transaction or series of transactions. As of the date hereof, there are no Principal Properties of the Company.

“ RatingAgencies” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the Notes or fails to make a rating of theNotes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization,” as defined in Section 3(a)(62) of theExchange Act, selected by the Company (as certified by a resolution of its Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, asthe case may be.

“ S&P” means S&P Global Ratings, a division of McGraw-Hill Financial, Inc., and its successors.

“ SaleandLease-BackTransaction” means any arrangement with any Person providing for the leasing by the Company or any Subsidiary of anyPrincipal Property, whether now owned or hereafter acquired, which Principal Property has been or is to be sold or transferred by the Company or such Subsidiaryto such Person and which lease is required by GAAP to be capitalized on the balance sheet of such lessee.

“ Subsidiary” means any corporation, limited liability company or other similar type of entity in which the Company and/or one or more of itssubsidiaries together own voting stock, membership interests or other capital securities having the power to elect a majority of the Board of Directors or similargoverning body of such corporation, limited liability company or other similar type of entity, directly or indirectly. For the purposes of this definition, “ votingstock” means stock or other capital securities which ordinarily have voting power for the election of directors or similar governing body, whether at all times oronly so long as no senior class of stock or other capital securities have such voting power by reason of any contingency.

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“U.S. Dollar” or “$” means the lawful currency of the United States of America.

“yen” or “¥” means the lawful currency of Japan.

Section 1.04 OtherDefinitions. Term

DefinedinSection

“ AdditionalAmounts” 5.01“ ChangeofControlDate” 6.02“ ChangeofControlOffer” 6.02“ ChangeofControlPaymentDate” 6.02“ ChangeofControlPurchasePrice” 6.02“ Code” 5.01“ EventofDefault” 8.01“ ExchangeDate” 2.04“ FATCA” 5.01“ IRS” 5.01“ MarketExchangeRate” 2.02“ Mortgage” 6.01“ RecordDate” 2.01“ PaymentBusinessDay” 2.03

Section 1.05 AmendmenttoSection1.01oftheIndenture

Solely as it relates to the Notes, the term “ GovernmentSecurities” defined in Section 1.01 of the Indenture, shall be deleted and replaced with thefollowing: “(x) any security that is (i) a direct obligation of Japan or (ii) an obligation of a Person controlled or supervised by and acting as an agency orinstrumentality of Japan the payment of which is fully and unconditionally guaranteed by Japan or the central bank of Japan, which, in either case (x)(i) or (ii), isnot callable or redeemable at the option of the issuer thereof, and (y) certificates, depositary receipts or other instruments which evidence a direct ownershipinterest in obligations described in clause (x)(i) or (x)(ii) above or in any specific principal or interest payments due in respect thereof.”

Section 1.06 RulesofConstruction.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this First Supplemental Indenture and theCompany, the Trustee, the Paying Agent, the Transfer Agent and the Registrar, by their execution and delivery of this First Supplemental Indenture, expresslyagree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the BaseIndenture, the provisions of the Note will govern and be controlling, and to the extent any provision of the Note conflicts with the express provisions of this FirstSupplemental Indenture, the provisions of this First Supplemental Indenture will govern and be controlling.

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Section 1.07 References.

References to Registrar in the Indenture will be deemed to refer to the register of Holders of the Notes as prescribed by this First SupplementalIndenture, and the provisions of the Notes and references to the Registrar in the Indenture will be deemed to refer to the Registrar as defined in the AgencyAgreement and the Notes.

ARTICLE2.THE NOTES

Section 2.01 Interest.

(a) The Notes will bear interest at a fixed rate per year of 0.372%. Interest on the Notes will accrue from March 17, 2017. Interest on the Notes will bepayable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2017 to the persons in whose names the Notes areregistered as at, if the Notes are in definitive form, the close of business on the immediately preceding March 1 or September 1, as applicable, or, if the Notes arerepresented by one or more Global Notes, the close of business on the business day (which means, for these purposes, a day on which Euroclear and Clearstreamare open for business) immediately preceding the interest payment date (the “ RecordDate”).

(b) Interest on the Notes will be calculated on the basis of a 360-day year of twelve 30-day months.

Section 2.02 IssuanceinYen.

Initial Holders will be required to pay for the Notes in yen, and all payments of principal of, and premium, if any, and interest on, the Notes, includingpayments made upon redemption of the Notes, shall be payable in yen. If the Company is unable to obtain yen in amounts sufficient to make a required paymentunder the Notes due to the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the Notes shall bemade in U.S. Dollars until the yen is again available to the Company or so used. In such circumstances, the amount payable on any date in yen will be converted toU.S. dollars on the basis of the Market Exchange Rate (as defined below) on the second Business Day before the date that payment is due, or if such MarketExchange Rate is not then available, on the basis of the most recently available Market Exchange Rate on or before the date that payment is due. Any payment inrespect of the Notes so made in U.S. Dollars will not constitute an Event of Default. Neither the Trustee nor the Paying Agent will be responsible for obtainingexchange rates, effecting conversions or otherwise handling redenominations. “ MarketExchangeRate” means the noon buying rate in The City of New York forcable transfers of yen as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York. Neither theTrustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.

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Section 2.03 FormandDating.

(a) General. Notes shall initially be issued in the form of one or more Global Notes, duly executed by the Company and authenticated by the Trustee,which shall be deposited with the Common Depositary and shall be registered in the name of USB Nominees (UK) Limited, as nominee of Elavon FinancialServices DAC, as common depositary for Euroclear and Clearstream. The Notes shall be in substantially the form of Exhibit A attached hereto. The Notes mayhave notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes will be indenominations of ¥100,000,000 with integral multiples of ¥10,000,000 thereof. The Notes and any additional Notes subsequently issued under the Indenture will betreated as a single series or class for all purposes under the Indenture, including, without limitation, waivers, amendments and redemptions, provided that if anysuch additional Notes are not fungible with the existing Notes for Federal income tax purposes, such additional Notes will have a separate ISIN number.

(b) Book-EntryProvisions. This Section 2.03(b) shall apply only to a Global Note deposited with the Common Depositary. The Company shallexecute and the Trustee shall, in accordance with this Section 2.03(b) and pursuant to an order of the Company, authenticate and deliver initially one or moreGlobal Notes that (a) shall be registered in the name of USB Nominees (UK) Limited, as nominee of the Common Depositary for such Global Note or Global Notesand (b) shall be delivered by the Trustee to such Common Depositary.

(c) Payment.The Company will make payments on the Notes in yen at the office of the Trustee (in the limited circumstances specified in theIndenture), the Paying Agent or any paying agent the Company designates. At its option, the Company may make payments of interest by (i) check mailed to theaddress of the Person entitled thereto as such address shall appear in the register; or (ii) wire transfer as directed by the Holder of any Note, in immediatelyavailable funds to an account maintained by the Common Depositary or its nominee with respect to a Global Note, and to the Holder of any Note or its nomineewith respect to a Definitive Note; provided further that in the case of a Definitive Note (x) the Holder thereof shall have provided written wiring instructions to thePaying Agent on or before the related Record Date and (y) if appropriate instructions for any such wire transfer are not received by the related Record Date, thensuch payment shall be made by check mailed to the address of such Holder specified in the Security Register. The Company will make interest payments to theHolder in whose name the Note is registered at the close of business on the Record Date for the interest payment.

Payment of principal in respect of the Notes and payment of accrued interest payable on redemption of the Notes (other than on an interest paymentdate) will be made to the Persons shown in the Security Register at the close of business on the Record Date, subject to surrender (or in the case of partial paymentonly, endorsement) of the relevant note, at the specified office of the Paying Agent. Payments of interest due on any interest payment date will be made to thePersons shown in the Security Register at close of business on the Record Date. Payments of all other amounts will be made as provided in the Indenture.

If the principal of or any premium or interest on the Notes is payable on a day that is not a Payment Business Day, the payment will be made on thefollowing Payment Business Day without the accrual of any interest on that payment.

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For these purposes “ PaymentBusinessDay” means any day that is:

a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreignexchange and foreign currency deposits) in, in the case of Definitive Notes only, the relevant place of presentation;

b) in the case of any payment in respect of a Global Note, a day on which Euroclear and/or Clearstream, as the case may be, settle(s) payments in yen.

All payments of any amounts paid to or the order of USB Nominees (UK) Limited as nominee for the Common Depositary for Euroclear andClearstream shall be valid and, to the extent of the sums so paid, effectual to satisfy and discharge the liability of the Company for the moneys payable on theNotes.

The Company has designated the Paying Agent as its paying agent for payments on Notes. The Company may at any time designate additional payingagents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.

The Trustee or Paying Agent, as applicable, will repay to the Company on the Company’s written request any funds they hold for payments on theNotes that remain unclaimed for two years after the date upon which that payment has become due. After repayment to the Company, Holders entitled to thosefunds must look only to it for payment.

(e) DefinitiveNotes. Except as provided in Section 2.04, owners of a beneficial interest in the Global Notes will not have Notes registered in theirnames, will not receive physical delivery of Definitive Notes and will not be considered the registered owners or “holders” thereof under the Indenture for anypurpose.

Section 2.04 TransferandExchange.

(a) TransferandExchangeofDefinitiveNotes. When Definitive Notes are presented to the Security Registrar with a request:

(i) to register the transfer of such Definitive Notes; or

(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the SecurityRegistrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however,that the Definitive Notes surrendered for transfer or exchange:

(i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company andthe Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

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(ii) are accompanied by the following additional information and documents, as applicable:

(x) if such Definitive Notes are being delivered to the Security Registrar by a Holder for registration in the name of suchHolder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Note); or

(y) if such Definitive Notes are being transferred to the Company, a certification to that effect (in the form satisfactory tothe Trustee).

(b) RestrictionsonTransferofaDefinitiveNoteforaBeneficialInterestinaGlobalNote. A Definitive Note may not be exchanged for abeneficial interest in a Global Note except upon satisfaction of the requirement set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed oraccompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, together with written instructionsdirecting the Trustee to make an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount ofthe Notes represented by the Global Note, such instructions to contain information regarding the Common Depositary account to be credited with such increase,then the Trustee shall cancel such Definitive Note and cause the aggregate principal amount of Notes represented by the Global Note to be increased by theaggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructionsa beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If no Global Notes are then outstanding and the GlobalNote has not been previously exchanged for certificated securities pursuant to this Section 2.04, the Company shall issue and the Trustee shall authenticate, uponreceipt of a Company Order, a new Global Note in the appropriate principal amount.

(c) ExchangeofGlobalNotesforDefinitiveNotes. A Global Note shall be exchanged by the Company for Definitive Notes only if:

(i) an Event of Default has occurred and is continuing; or

(ii) either Euroclear or Clearsteam is closed for business for a continuous period of 14 days or more (other than by reason of holiday, statutoryor otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to theTrustee is available; or

(iii) the Company would suffer a disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change inthe practice of Euroclear and/or Clearstream which would not be suffered were the Notes in definitive form and a certificate to such effect signed byan authorized signatory of the Company is given to the Trustee.

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In the case of (i) or (ii) above, the Holder of a Global Note (acting on behalf of one or more of the accountholders) or the Trustee may givenotice to the Company and, in the case of (iii) above, the Company may give notice to the Trustee and the Holders of Notes, of its intention toexchange a Global Note for Definitive Notes on or after the Exchange Date (as defined below).

On or after the Exchange Date the Holder of the Global Note may, or in the case of (iii) above, shall surrender it to or to the order of the PayingAgent. In exchange for the Global Note, the Company shall deliver, or procure the delivery of, an equal aggregate principal amount of DefinitiveNotes, security printed in accordance with any applicable legal and stock exchange requirements. On exchange of the Global Note, the Company willprocure that it is cancelled and, if the Holder so requests, returned to the Holder together with any relevant Definitive Notes.

For these purposes, “ ExchangeDate” means a day specified in the notice requiring exchange falling not less than 60 days after that on whichthe notice requiring exchange is given and being a day on which banks are open for general business in London, the place in which the specified officeof the Paying Agent is located and, except in the case of exchange pursuant to (ii) above, in the place in which Euroclear and Clearstream are located.

In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names,and issued in any approved denominations, requested by or on behalf of the Holder of the relevant Global Notes.

Neither the Company nor the Trustee will be liable for any delay by the Holder of the relevant Global Notes in identifying the Holders ofbeneficial interests in the Global Notes, and each such Person may conclusively rely on, and will be protected in relying on, instructions fromEuroclear or Clearstream for all purposes (including with respect to the registration and delivery and the respective principal amounts, of theDefinitive Notes to be issued).

(d) ObligationswithRespecttoTransfersandExchangesofNotes.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Notes andGlobal Notes at the Company’s request.

(ii) No service charge shall be made for any registration of transfer or exchange of the Notes, but the Company or the Security Registrarmay require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any suchtransfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06 or 9.05 of the Indenture).

(e) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security Registrarmay deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal ofand interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the PayingAgent or the Security Registrar shall be affected by notice to the contrary.

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(f) The Company hereby appoints the Security Registrar as Security Registrar for the Notes. Neither the Company nor the Security Registrarshall be required to register the transfer of or exchange Notes of any series (i) during a period beginning at the opening of business 15 days before the day ofthe mailing of a notice of redemption of Notes of that series selected for redemption under Section 3.02 of the Indenture and ending at the close of businesson the day of such mailing, or (ii) so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(g) All Notes issued upon any transfer or exchange pursuant to the terms of this First Supplemental Indenture shall evidence the same debt andshall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.

(h) NoObligationoftheTrustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, the Common Depositary or any otherPerson with respect to the accuracy of the records of the Common Depositary or its nominee, with respect to any ownership interest in the Notes orwith respect to the delivery to any beneficial owner or other Person (other than the Common Depositary) of any notice (including any notice ofredemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to theHolders and all payments to be made to Holders under the Notes shall be given or made only to the Holders (which shall be the Common Depositaryor its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the CommonDepositary subject to the applicable rules and procedures of the Common Depositary. The Trustee may rely and shall be fully protected in relyingupon information furnished by the Common Depositary with respect to any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transferimposed under this First Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including anytransfers between or among beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation orevidence as are expressly required by, and to do so if and when expressly required by, the terms of this First Supplemental Indenture, and to examinethe same to determine substantial compliance as to form with the express requirements hereof.

(i) Legends. The following legends will appear on the face of all Global Notes issued under this First Supplemental Indenture unless specificallystated otherwise in the applicable provisions of this First Supplemental Indenture.

“THIS SECURITY IS A SECURITY IN A GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TOAND IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED, AS NOMINEE OF ELAVON

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FINANCIAL SERVICES DAC, AS COMMON DEPOSITARY (THE “COMMON DEPOSITARY”) FOR EUROCLEAR BANK SA/NV(“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM”), UNLESS AND UNTIL THIS SECURITY IS EXCHANGED INWHOLE OR IN PART FOR SECURITIES IN DEFINITIVE, CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERREDEXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE COMMONDEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR A NOMINEE OFTHE COMMON DEPOSITARY TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMONDEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHERTHAN THE NOMINEE OF THE COMMON DEPOSITARY ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE AS DESCRIBED ABOVE)MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.”

Section 2.05 IssuanceofAdditionalNotes.

The Company will be entitled, upon delivery of an Officer’s Certificate and an Opinion of Counsel, to issue Additional Notes under this FirstSupplemental Indenture which will have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, and in somecases, issue price and the first interest payment date. The Initial Notes issued on the date hereof and any Additional Notes issued will be treated as a single class forall purposes under this First Supplemental Indenture.

With respect to any Additional Notes, the Company will set forth in a resolution of its Board of Directors and an Officer’s Certificate, a copy of eachwhich will be delivered to the Trustee, the following information:

(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this First Supplemental Indenture; and

(b) the issue price, the issue date and the ISIN and/or CUSIP number of such Additional Notes.

ARTICLE3.TRUSTEE AND PAYING AGENT

Section 3.01 Appointments. The Paying Agent for the Notes shall initially be Elavon Financial Services DAC, UK Branch. The Company herebyinitially designates the Corporate Trust Office of the Paying Agent as the office to be maintained by it where Notes may be presented for payment and wherenotices to or demands upon the Company in respect of the Notes or the Indenture may be served. The Security Registrar and Transfer Agent for the Notes shallinitially be U.S. Bank National Association and the Company hereby initially designates the Corporate Trust Office of the Security Registrar and Transfer Agent asthe office to be

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maintained by it where Notes may be presented for registration of transfer or exchange. The Company reserves the right at any time to vary or terminate theappointment of the Paying Agent or Security Registrar, to appoint additional or other paying agents or another security registrar and to approve any change in theoffice through which any paying agent or security registrar acts. In furtherance of such appointment, the Trustee is hereby authorized and directed to execute anddeliver the Agency Agreement. The Trustee shall not be liable for any act or omission of the Paying Agent, Security Registrar, Transfer Agent, CommonDepositary, Euroclear or Clearstream, Luxembourg. In considering the interests of Holders of the Notes while any relevant Global Notes are held on behalf ofEuroclear and Clearstream, the Trustee may give regard to any information provided to it by such clearing systems as to the identity (either individually or bycategory) of their accountholders and may consider such interests as if such accountholders were Holders of the relevant Global Notes and interests therein.

ARTICLE4.REDEMPTION

Section 4.01 NoticeofRedemption.

The Company will deliver to the Trustee, at least 45 days prior to the redemption date (or such shorter period as the Trustee in its sole discretion mayallow), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 3.03of the Base Indenture.

Section 4.02 NotesRedeemedinPart.

No Notes of ¥100,000,000 or less can be redeemed in part.

Section 4.03 OptionalRedemption.

At any time on and after December 15, 2023 (three months prior to the maturity date of the Notes), some or all of the Notes will be redeemable, at theCompany’s 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 Notes beingredeemed to the date of redemption.

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemptiondate will be payable on the interest payment date to the registered

Section 4.04 RedemptionforTaxReasons. The Company may at their option redeem, in whole, but not in part, the Notes on not less than 30 nor morethan 60 days’ prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid on the Notes to the redemptiondate if:

a) the Company has or will become obligated to pay additional amounts with respect to the notes (as described in Article 5 hereunder) as a resultof any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any politicalsubdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position regarding the application orinterpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of thisFirst Supplemental Indenture; or

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b) on or after the date of the issuance of the notes, any action is taken by a taxing authority of, or any action has been brought in a court ofcompetent jurisdiction in, the United States or any political subdivision of or in the United States or any taxing authority thereof or therein,including any of those actions specified in clause (a) above, whether or not such action was taken or brought with respect to us, or there is anychange, amendment, clarification, application or interpretation of such laws, regulations, treaties or rulings, which in any such case, will resultin a material probability that the Company would be required to pay additional amounts (as described in Article 5 hereunder) with respect tothe Notes (it being understood that such material probability will be deemed to result if the written opinion of independent tax counsel to sucheffect is delivered to the trustee and the paying agent).

ARTICLE5.PAYMENT OF ADDITIONAL AMOUNTS

Section 5.01 General. The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on each series of theNotes such additional amounts (the “ AdditionalAmounts”) as are necessary in order that the net amount of the principal of, and premium, if any, and interest onsuch Notes received by a beneficial owner who is not a U.S. person (as defined below), after withholding or deduction for any future tax, assessment or othergovernmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Notes to be then dueand payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:

a) any tax, assessment or other governmental charge that would not have been imposed but for (1) the existence of any present or formerconnection (other than a connection arising solely from the ownership of the notes or the receipt of payments in respect of the notes) betweenthat holder (or the beneficial owner for whose benefit such holder holds such note), or between a fiduciary, settlor, beneficiary of, member orshareholder of, or possessor of a power over, that holder or beneficial owner (if that holder or beneficial owner is an estate, trust, partnershipor corporation) and the United States, including that holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder orpossessor, being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade orbusiness or present in the United States or having had a permanent establishment in the United States or (2) the presentation of a note forpayment on a date more than 15 days after the later of the date on which that payment becomes due and payable and the date on whichpayment is duly provided for;

b) any estate, inheritance, gift, sales, transfer, capital gains, excise, personal property, wealth or similar tax, assessment or other governmentalcharge;

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c) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of the beneficial

owner’s past or present status as a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization ora personal holding company with respect to the United States or as a corporation that accumulates earnings to avoid U.S. federal income tax;

d) any tax, assessment or other governmental charge which is payable otherwise than by withholding or deducting from payment of principal ofor premium, if any, or interest on such notes;

e) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium,if any, or interest on any note if that payment can be made without withholding by any other paying agent;

f) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a beneficial owner or any holderof notes to comply with our request or a request of our agent, or any requirement under United States tax law, to satisfy certification,information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the UnitedStates of the beneficial owner or any holder of the notes that such beneficial owner or holder is legally able to deliver (including, but notlimited to, the requirement to provide Internal Revenue Service (the “ IRS”) Forms W-8BEN, W-8BEN-E, Forms W-8ECI, or any subsequentversions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income taxtreaty);

g) any tax, assessment or other governmental charge imposed on interest received by (1) a 10% shareholder (as defined in Section 871(h)(3)(B)of the U.S. Internal Revenue Code of 1986, as amended (the “ Code”), and the regulations that may be promulgated thereunder) of theCompany or (2) a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code, or (3) a bankreceiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would nothave been imposed but for the beneficial owner’s status as described in clauses (1) through (3) of this paragraph (g);

h) any taxes, assessments or other governmental charges withheld, deducted or imposed pursuant to European Council Directive 2014/107/EU or

any other directive or the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such adirective;

i) any tax, assessment or other governmental charge required to be withheld or deducted under Sections 1471 through 1474 of the Code (or anyamended or successor version of such Sections) (“ FATCA”), any regulations or other guidance thereunder, or any agreement (including anyintergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in anyjurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or

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j) any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).

Section 5.02 NoOtherRequirements. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicialinterpretation applicable to the Notes. Except as specifically provided under this Article 5 , the Company shall not be required to make any payment for any tax,duty, assessment or governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.

Section 5.03 Definition. As used in this Article 5 , the term ‘‘United States’’ means the United States of America, the states of the United States, andthe District of Columbia, and the term ‘‘U.S. person’’ means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, acorporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia, orany estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

ARTICLE6.PARTICULAR COVENANTS

Section 6.01 Liens.

(a) The Company will not, and will not permit any of its Subsidiaries to, issue, incur, create, assume or guarantee any Funded Debt secured by amortgage, deed of trust, security interest, pledge, lien, charge or other encumbrance (collectively, a “ Mortgage”) upon any Principal Property or upon any sharesof stock or Indebtedness of any Subsidiary that owns any Principal Property (whether such Principal Property, shares or Indebtedness are now existing or owed orhereafter created or acquired) without in any such case effectively providing, concurrently with the issuance, incurrence, creation, assumption or guaranty of anysuch Funded Debt, or the grant of such Mortgage, that the Notes (together with, if the Company shall so determine, any other Indebtedness of or guaranty by theCompany or such Subsidiary ranking equally with the Notes) shall be secured equally and - ratably with (or, at the Company’s option, prior to) such Funded Debt;provided that any Mortgage created for the benefit of the Holders of the Notes pursuant to this provision shall provide by its terms that such Mortgage shall beautomatically and unconditionally released and discharged upon the release and discharge of the Mortgage that resulted in such provision becoming applicable. Theforegoing restriction, however, will not apply to each of the following and therefore the following Mortgages (and the Funded Debt secured thereby), will beexcluded from any computation under subsection (b) of this Section 6.01 and Section 6.03(b):

(1) Mortgages on property, shares of stock or Indebtedness or other assets of any Person existing at the time such Person becomes a Subsidiary;

(2) Mortgages on property, shares of stock or Indebtedness or other assets existing at the time of acquisition thereof by the Company or aSubsidiary, or Mortgages

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thereon to secure the payment of all or any part of the purchase price thereof or the cost of construction, installation, renovation, improvement ordevelopment thereon or thereof, or Mortgages on property, shares of stock or Indebtedness or other assets to secure any Indebtedness incurred orguaranteed prior to, at the time of, or within 360 . days after, the latest of the acquisition thereof or, in the case of property, the completion of suchconstruction, installation, renovation, improvement or development or the commencement of substantial commercial operation of such property for thepurpose of financing all or any part of the purchase price thereof, such construction, installation, renovation, improvement or development;

(3) Mortgages in favor of the Company or a Subsidiary to secure Funded Debt owing to the Company or to a Subsidiary;

(4) Mortgages existing on the date hereof;

(5) Mortgages on property, shares of stock or Indebtedness or assets of a Person existing at the time such Person is merged into or consolidatedwith the Company or a Subsidiary or at the time of a sale, lease or other disposition of properties of such Person as an entirety or substantially as anentirety to the Company or a Subsidiary;

(6) Mortgages in favor of the United States of America or any state, territory or possession thereof (or the District of Columbia), or any foreigngovernment, or any department, agency, instrumentality or political subdivision of the United States of America or any state, territory or possessionthereof (or the District of Columbia) or any foreign government, to secure partial, progress, advance or other payments pursuant to any contract orstatute or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price or the cost ofconstructing or improving the property subject to such Mortgages (including, but not limited to, Mortgages incurred in connection with pollutioncontrol or industrial revenue bonds or similar financing);

(7) Mortgages created in connection with a project financed with, and created to secure, a Nonrecourse Obligation; or

(8) extensions, renewals, refundings, or replacements, in whole or in part, of any Mortgage referred to in the foregoing clauses; provided,however, that (A) the principal amount of Funded Debt secured thereby shall not exceed the principal amount of Funded Debt, plus any premium orfee payable in connection with any such extension, renewal, refunding or replacement, so secured at the time of such extension, renewal, refunding orreplacement and (B) such extension, renewal, refunding, or replacement Mortgages will be limited to all or part of the same property, shares of stockor Indebtedness or assets and improvement or development thereon or thereof which secured the Indebtedness so secured at the time of suchextension, renewal, refunding or replacement.

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(b) Notwithstanding the restrictions set forth in the first sentence of the preceding paragraph, the Company or any Subsidiary may issue, incur, create,assume or guarantee Funded Debt secured by a Mortgage which would otherwise be subject to such restrictions, without equally and ratably securing the . Notes,providedthat after giving effect thereto, the aggregate amount of all Funded Debt so secured by Mortgages (not including Funded Debt secured by Mortgagespermitted under clauses (1) through (8) of the second sentence of paragraph (a) above) plus the aggregate amount of all Attributable Debt in respect of Sale andLease-Back Transactions relating to Principal Properties (excluding any Attributable Debt permitted to be incurred pursuant to clauses (1) through (8) of paragraph(a) of Section 4.03 hereof) does not exceed 15 percent of the Company’s Consolidated Net Tangible Assets.

Section 6.02 OffertoPurchaseUponChangeofControlTriggeringEvent.

(a) Upon the occurrence of a Change of Control Triggering Event (the date of such occurrence, the “ ChangeofControlDate”), unless the Companyhas exercised its right to redeem the Notes pursuant to Section 4.03, each Holder shall have the right to require the Company to . purchase such Holder’s Notes inwhole or in part at a purchase price (the “ ChangeofControlPurchasePrice”) equal to 101% of the principal amount of such Notes, plus accrued and unpaidinterest, if any, to the date of purchase (the “ ChangeofControlPaymentDate”), pursuant to and in accordance with the offer described in this Section 6.02 (the “ChangeofControlOffer”).

(b) Within 30 days following the Change of Control Date, or at the Company’s option, prior to any Change of Control but after public announcementof the pending Change of Control, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern theterms of the Change of Control Offer. Such notice shall state:

(i) that the Change of Control Offer is being made pursuant to this Section 6.02 and that all Notes validly tendered will be accepted forpayment;

(ii) the Change of Control Purchase Price and the Change of Control Payment Date, which shall be a Business Day that is no earlier than 30days nor later than 60 days from the date such notice is mailed, other than as may be required by law;

(iii) that any Note not tendered will continue to accrue interest;

(iv) that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of ControlPayment Date unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes and the only remaining right ofthe Holder is to receive payment of the Change of Control Purchase Price upon surrender of the Notes to the Paying Agent;

(v) that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have such Notepurchased in integral multiples of ¥10,000,000;

(vi) that if a Holder elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender the Note, with theform entitled “ OptionofHoldertoElectPurchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Paying Agent atthe address specified in the - notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date;

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(vii) that a Holder will be entitled to withdraw its election if the Company receives, not later than the third Business Day preceding the Changeof Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes suchHolder delivered for purchase, and a statement that such Holder is withdrawing its election to have such Note purchased; and

(viii) that if Notes are purchased only in part a new Note of the same type will be issued in a principal amount equal to the unpurchased portionof the Notes surrendered.

(c) On or before the Change of Control Payment Date, the Company shall, to the extent lawful, accept for payment, all Notes or portions thereofvalidly tendered pursuant to the Change of Control Offer, and shall deliver to the Trustee an Officer’s Certificate stating that such Notes or portions thereof wereaccepted for payment by the Company in accordance with the terms of this Section 6.02. The Company, the Depositary or the Paying Agent, as the case may be,shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Companyfor purchase, and the Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliversuch new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailedor delivered by the Company to the Holder thereof.

(d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunderto the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to an offer hereunder. To the extent the provisions of anysecurities laws or regulations conflict with the provisions under this Section 6.02, the Company shall comply with the applicable securities laws and regulations andshall not be deemed to have breached its obligations under this Section 6.02 by virtue thereof.

(e) The Company shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times andotherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all Notes properly tendered and notwithdrawn under its offer.

Section 6.03 SaleandLease-BackTransactions.

(a) The Company will not, and will not permit any of its Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to any PrincipalProperty. The foregoing restriction, however, will not apply to, and therefore there will be excluded from any computation under subsection (b) below and undersubsection (b) of Section 6.01, any Sale and Lease-Back Transaction (and any Attributable Debt relating thereto) if:

(1) the Company or a Subsidiary is permitted to create Funded Debt secured by a Mortgage pursuant to any of clauses (1) through (8) inclusiveunder the second sentence of subsection (a) of Section 6.01 on the Principal Property involved in such Sale and Lease-Back Transaction, in an amountat least equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the Notes;

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(2) the proceeds of such Sale and Lease-Back Transaction are at least equal to the fair market value of the affected Principal Property (asdetermined in good faith by the Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer or Controller) and the Company ora Subsidiary applies an amount equal to the net proceeds of such Sale and Lease-Back Transaction within 360 days thereof to the prepayment orretirement of debt for borrowed money of the Company or a Subsidiary (other than debt that is subordinated to the Notes or debt owed to theCompany or a Subsidiary);

(3) the Company or a Subsidiary apply an amount equal to the net proceeds of such Sale and Lease-Back Transaction within 360 days thereof tothe purchase, construction, development, expansion or improvement of other property;

(4) such Sale and Lease-Back Transaction involves a lease for a term, including renewals, of not more than three years;

(5) such Sale and Lease-Back Transaction is between the Company and a Subsidiary, or between Subsidiaries;

(6) such Sale and Lease-Back Transaction is executed at the time of, or within 12 months after the latest of the acquisition, the completion ofconstruction or improvement, or the commencement of substantial commercial operation, of the Principal Property covered thereby;

(7) the lease in such Sale and Lease-Back Transaction secures or relates to industrial revenue or pollution control bonds if the Company ispermitted to incur a Mortgage in connection with such industrial revenue or pollution control bonds pursuant to clause (6) of the second sentence ofsubsection (a) of Section 6.01; or

(8) the lease payment in such Sale and Lease-Back Transaction is created in connection with a project financed with, and such obligationconstitutes, a Nonrecourse Obligation.

(b) Notwithstanding the restrictions in the first sentence of subsection (a), the Company or any Subsidiary may enter into any Sale and Lease-BackTransaction with respect to any Principal Property which would otherwise be subject to such restrictions, provided that after giving effect thereto, the aggregateamount of all Attributable Debt with respect to all such Sale and Lease-Back Transactions (not including any Attributable Debt permitted to be incurred pursuant toclauses (1) through (8) of subsection (a) above) plus the aggregate amount of all secured Funded Debt incurred pursuant to subsection (a) of Section 6.01(excluding Funded Debt secured by Mortgages permitted by clauses (1) through (8) of the second sentence of subsection (a) thereunder) does not exceed 15 percentof the Consolidated Net Tangible Assets.

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ARTICLE7.SUCCESSORS

Section 7.01 Merger,ConsolidationorSaleofAssets.

The Company shall not merge or consolidate with any other Person or Persons (whether or not affiliated with the Company) or sell, convey, transfer,lease or otherwise dispose of all or substantially all of its property or assets to any other Person or Persons (whether or not affiliated with the Company), unless:

(i) either: (a) the transaction is a merger or consolidation and the Company is the surviving entity; or (b) the successor Person (or the Person whichacquires by sale, conveyance, transfer or lease all or substantially all of the Company’s property or assets) is a corporation organized under the laws of the UnitedStates, any state thereof or the District of Columbia and expressly assumes, by a supplemental indenture satisfactory to the Trustee, all of the Company’sobligations under the Notes and the Indenture;

(ii) immediately after giving effect to the transaction and treating the Company’s obligations in connection with or as a result of such transaction ashaving been incurred as of the time of such transaction, no Event of Default (and no event or condition which, after notice or lapse of time or both, would becomean Event of Default) shall have occurred and be continuing under the Indenture; and

(iii) an Officer’s Certificate is delivered to the Trustee to the effect that both of the conditions set forth in clauses (i) and (ii) above have been satisfied.

In the event of any of the above transactions, if there is a successor Person as described in clause (i)(b) immediately above, then the successor willexpressly assume all of the Company’s obligations under the Indenture and automatically be substituted for the Company in the Indenture and as issuer of theNotes. Further, if the transaction is in the form of a sale or conveyance, after any such transfer (except in the case of a lease), the Company will be discharged fromall obligations and covenants under the Indenture and all Notes issued thereunder.

ARTICLE8.DEFAULTS AND REMEDIES

Section 8.01 EventsofDefault.

The Notes shall not have the benefit of the Events of Default set forth in the Base Indenture. Instead, each of the following is an “ EventofDefault”with respect to the Notes:

(a) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 90 days;

(b) failure in the payment when due of principal of or premium, if any, on the Notes;

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(c) default in the performance or breach of any covenant or warranty of the Company relating to the Notes, which default continues uncured for aperiod of 90 days after receipt by the Company of written notice given by the Trustee or Holders of such Notes after the Company and the Trustee receive writtennotice from the Holders of not less than a majority in aggregate principal amount of the Notes outstanding; or

(d) the Company or any Material Subsidiary:

(i) commences a voluntary case in bankruptcy,

(ii) consents to the entry of an order for relief against it in an involuntary bankruptcy case,

(iii) consents to the appointment of a custodian of it or for all or substantially all of its property,

(iv) makes a general assignment for the benefit of its creditors, or

(v) generally is unable to pay its debts as they become due; or

(e) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company or any Material Subsidiary;

(ii) appoints a custodian of the Company or any Material Subsidiary for all or substantially all of the property of the Company or of suchMaterial Subsidiary, as applicable; or

(iii) orders the liquidation of the Company or any Material Subsidiary;

and the order or decree remains unstayed and in effect for 90 consecutive days.

ARTICLE9.MISCELLANEOUS

Section 9.01 TrustIndentureActControls.

If any provision of this First Supplemental Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed dutieswill control.

Section 9.02 GoverningLaw.

THE INTERNAL LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTALINDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THEAPPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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Section 9.03 Successors.

All agreements of the Company in this First Supplemental Indenture and the Notes will bind its successors. All agreements of the Trustee in this FirstSupplemental Indenture will bind its successors.

Section 9.04 Severability.

In case any provision in this First Supplemental Indenture or in the Notes will be invalid, illegal or unenforceable, the validity, legality andenforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 9.05 CounterpartOriginals.

The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy will be an original, but all of them togetherrepresent the same agreement.

Section 9.06 TableofContents,Headings,Etc.

The Table of Contents and Headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of referenceonly, are not to be considered a part of this First Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

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Dated: March 17, 2017

STARBUCKS CORPORATION

By: /s/ Drew WolffName:Title:

Drew Wolffvice president, treasurer

SignaturePagetoFirstSupplementalIndenture


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: /s/ Thomas ZrustName: Thomas ZrustTitle: Vice President

ELAVON FINANCIAL SERVICES DAC, UK Branch, asPaying Agent

By: /s/ Chris HobbsName: Chris HobbsTitle: Authorized Signatory

U.S. BANK NATIONAL ASSOCIATION, as Transfer Agentand Security Registrar

By: /s/ Chris YatesName: Chris YatesTitle: Authorized Signatory

SignaturePagetoFirstSupplementalIndenture

EXHIBITA

(Face of Note)

[ InserttheGlobalNoteLegend,ifapplicable,pursuanttotheprovisionsoftheFirstSupplementalIndenture]

ISIN: XS1580340260

0.372% Senior Notes due 2024 No. ¥


promises to pay USB Nominees (UK) Limited, as nominee of Elavon Financial Services DAC, as common depositary (the “Common Depositary”) for EuroclearBank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”), or registered assigns, the principal sum of Yen on March 15,2024

Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1

Dated: March 17¸ 2017

A-1


By: Name: Title:

Date: March 17, 2017

A-2

This is one of the GlobalNotes referred to in thewithin-mentioned First Supplemental Indenture:


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: Name: Title:

A-3

(Reverse of Note)0.372% Senior Notes due 2024

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST.Starbucks Corporation, a Washington corporation (the “ Company ”), promises to pay interest on the principal amount of this Note at0.372% per annum from the date hereof until maturity. The Company will pay interest semiannually on March 15 and September 15 of each year, or if any suchday is not a Business Day, on the next succeeding Business Day (each an “ Interest Payment Date ”). Interest on the Notes will accrue from the most recent date towhich interest has been paid or, if no interest has been paid, from the date of issuance; providedthat if there is no existing Default in the payment of interest, and ifthis Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest will accrue from such nextsucceeding Interest Payment Date; provided, further, that the first Interest Payment Date will be September 15, 2017. The Company will pay interest (includingpost-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to theextent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same rateto the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. METHODOFPAYMENT.The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of the Notesat the close of business on the March 1 or September 1 preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or beforesuch Interest Payment Date, except as provided in Section 2.13 of the Base Indenture with respect to defaulted interest .Principal, premium, if any, and interest onthe Notes will be payable at the office of the Paying Agent in London, United Kingdom. At the option of the Company, payment of interest may be made by(i) check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of the Notes; or (ii) wire transfer as directed by theHolder of the Notes, in immediately available funds to an account maintained by the Common Depositary or its nominee with respect the Notes .Such paymentwill be in such coin or currency of Japan as at the time of payment is legal tender for payment of public and private debts.

3. PAYINGAGENT,TRANSFERAGENTANDREGISTRAR.Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as TransferAgent and Registrar .Elavon Financial Services DAC will act as Paying Agent. The Company may change any Transfer Agent, Registrar or Paying Agent withoutnotice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. This Note is one of a duly authenticated series of securities of the Company issued and to be issued in one or more series under anindenture (the “ Base Indenture ”), dated as of September 15, 2016 between the Company and the Trustee, as amended by the First Supplemental Indenture (the “First Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), dated as of March 17, 2017, between the Company, the Trustee, thePaying Agent and the Transfer Agent and Registrar. The terms of the Notes include

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those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections . 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provisionof this Note conflicts with the express provisions of the Base Indenture, the provisions of the Note will govern and be controlling, and to the extent any provision ofthe Note conflicts with the First Supplemental Indenture, the provisions of the First Supplemental Indenture will govern and be controlling, and to the extent anyprovision of the Base Indenture conflicts with the express provisions of the First Supplemental Indenture, the provisions of the First Supplemental Indenture willgovern and be controlling. The Company will be entitled to issue Additional Notes pursuant to Section 2.05 of the First Supplemental Indenture.

5. OPTIONALREDEMPTION.

At any time on and after December 15, 2023 (three months prior to the maturity date of the Notes), some or all of the Notes will be redeemable, at the Company’soption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes being redeemed tothe date of redemption.

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption datewill be payable on the interest payment date to the registered

6. MANDATORYREDEMPTION.Except as set forth in paragraph 7, the Company shall not be required to make mandatory redemption payments withrespect to the Notes.

7. REPURCHASEATOPTIONOFHOLDER.

Upon the occurrence of a Change of Control Triggering Event, the Company will be required to offer to purchase all of the outstanding Notes at a purchaseprice equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

8. NOTICEOFREDEMPTION.Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holderwhose Notes are to be redeemed at its registered address .No Notes of a principal amount of ¥100,000,000 or less shall be redeemed in part.

9. DENOMINATIONS,TRANSFER,EXCHANGE.The Notes are in registered form without coupons in denominations of ¥100,000,000 and integralmultiples of ¥10,000,000 .The Notes may be transferred or exchanged as provided in the First Supplemental Indenture .The Registrar and the Trustee may requirea Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and feesrequired by law or permitted by the First Supplemental Indenture .The Company need not exchange or transfer any Note or portion of a Note selected forredemption, except for the unredeemed portion of any Note being redeemed in part .Also, the Company need not exchange or register the transfer of any Notes fora period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

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10. PERSONSDEEMEDOWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

11.AMENDMENT,SUPPLEMENTANDWAIVER.The Base Indenture may be amended as provided therein .Subject to certain exceptions, the FirstSupplemental Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes thenoutstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, voting as a single class,and compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the thenoutstanding Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, voting as a singleclass. Without the consent of any Holder of a Note, the First Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity,defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Company’sobligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iv) to make any change thatwould provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the First Supplemental Indentureof any such Holder; (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;(vi) to provide for the issuance of Additional Notes in accordance with the First Supplemental Indenture; or (vii) . to evidence and provide for the acceptance ofappointment by a successor : trustee with respect to the Notes.

12. DEFAULTSANDREMEDIES.An “EVENT OF DEFAULT” occurs if: (i) default for a period of 90 days in the payment when due of interest on theNotes; (ii) default in the payment when due of principal of or premium, if any, on the Notes; (iii) the Company fails for 90 days after receipt of notice to theCompany to comply with any covenant or warranty of the Company in the Indenture; or (iv) certain events of bankruptcy or insolvency occur with respect to theCompany or any Material Subsidiary.

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare allthe Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency withrespect to the Company or any Material Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforcethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstandingNotes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Eventof Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, premium or interest.The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Noteswaive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of intereston, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and theCompany is required no later than five days after becoming aware of any Default or Event of Default to deliver to the Trustee a statement specifying such Defaultor Event of Default.

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13. TRUSTEEDEALINGSWITHCOMPANY.The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and performservices for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

14. NORECOURSEAGAINSTOTHERS.A director, officer, employee, incorporator or stockholder, of the Company, as such, will not have any liability forany obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation .EachHolder of the Notes by accepting a Note waives and releases all such liability .The waiver and release are part of the consideration for the issuance of the Notes.

15. AUTHENTICATION.This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16. ABBREVIATIONS.Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= UniformGifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and the First Supplemental Indenture .Requests may be made to:

Starbucks Corporation2401 Utah Avenue SouthSeattle, Washington 98134Facsimile No.: (206) 318-1045Attention: General Counsel

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ASSIGNMENTFORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: (Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint to transfer this Note on the books of the Company: The agent may substitute another to act for him.

Date:

Your Signature: (sign exactly as your name appears on the face of this senior note)

Tax Identification No.:

Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership orparticipation in the Security Transfer Agent Medallion Program (“ STAMP ”) or such other “signature guarantee program” as may be determined by the Registrarin addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 6.02 of the First Supplemental Indenture, check the box below: ☐ Section 6.02

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 6.02 of the Supplemental Indenture, state the amount youelect to have purchased: ¥

Date:

Your Signature: (sign exactly as your name appears on the face of this senior note)

Tax Identification No.:

Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership orparticipation in the Security Transfer Agent Medallion Program (“ STAMP ” )or such other “signature guarantee program” as may be determined by the Registrarin addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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Exhibit5.1

[Jones Day Letterhead]

March 17, 2017

Starbucks Corporation2401 Utah Avenue SouthSeattle, Washington 98134

Re: ¥85,000,000,000 of 0.372% Senior Notes due 2024 of Starbucks Corporation


We are acting as counsel for Starbucks Corporation, a Washington corporation (the “ Company ”), in connection with the issuance and sale of¥85,000,000,000 aggregate principal amount of the Company’s 0.372% Senior Notes due 2024 (the “ Securities ”), pursuant to the Underwriting Agreement, datedMarch 10, 2017 (the “ Underwriting Agreement ”), by and among the Company and Morgan Stanley International plc and MUFG Securities EMEA plc, acting asrepresentatives of the several Underwriters (in such capacity the “ Representatives ”). The Securities are being issued under the Indenture, dated as ofSeptember 15, 2016 (the “ Base Indenture ”), by and between the Company and U.S. Bank National Association, as trustee (the “ Trustee ”), as supplemented by asupplemental indenture, dated as of March 17, 2017 (the “ Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), by and among theCompany, the Trustee, U.S. Bank National Association, as transfer agent and registrar, and Elavon Financial Services DAC, U.K. Branch, as paying agent.

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary forpurposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion thatthe Securities constitute valid and binding obligations of the Company.

For purposes of the opinion expressed herein, we have assumed that (i) each of the Trustee and the other parties to the Indenture (other than the Company)has authorized, executed and delivered the Indenture, (ii) the Securities have been duly authenticated by the Trustee in accordance with the Indenture and (iii) theIndenture is the valid, binding and enforceable obligation of the Trustee and the other parties to the Indenture (other than the Company).

In rendering the opinion set forth above, we have assumed that: (i) the Company is a corporation existing and in good standing under the laws of the State ofWashington, (ii) the Securities and the Indenture have been (A) authorized by all necessary corporate action of the Company and (B) executed and delivered by theCompany under the laws of the State of Washington and (iii) the execution, delivery, performance and compliance with the terms and provisions of the Securitiesand the Indenture by the Company does not violate or conflict with the laws of the State of Washington or the terms and provisions of the Company’s RestatedArticles of Incorporation or Amended and Restated Bylaws.

Starbucks CorporationMarch 17, 2017Page 2

The opinion expressed herein is limited by: (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference,moratorium or other similar laws and related regulations or judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and(ii) by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

As to facts material to the opinion and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and otherrepresentatives of the Company and others. The opinion expressed herein is limited to the laws of the State of New York, as currently in effect, and we express noopinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof and incorporated by reference into theRegistration Statement on Form S-3 (Reg. No. 333-213645) (the “ Registration Statement ”), filed by the Company to effect the registration of the Securities underthe Securities Act of 1933 (the “ Act ”) and to the reference to Jones Day under the caption “ Legal Matters ” in the prospectus constituting a part of suchRegistration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Exhibit5.2

March 17, 2017

Starbucks Corporation2401 Utah Avenue SouthSeattle, Washington 98134

Re: ¥85,000,000,000 of 0.372% Senior Notes due 2024


I am director, corporate counsel and assistant secretary of Starbucks Corporation, a Washington corporation (the “ Company ”), and have acted in suchcapacity in connection with the issuance and sale of ¥85,000,000,000 aggregate principal amount of the Company’s 0.372% Senior Notes due 2024 (the “Securities ”), pursuant to the Underwriting Agreement, dated March 10, 2017 (the “ Underwriting Agreement ”), by and among the Company and Morgan StanleyInternational plc and MUFG Securities EMEA plc, acting as representatives of the several Underwriters (in such capacity the “ Representatives ”). The Securitiesare being issued under the Indenture, dated as of September 15, 2016 (the “ Base Indenture ”), by and between the Company and U.S. Bank National Association,as trustee (the “ Trustee ”), as supplemented by a supplemental indenture, dated as of March 17, 2017 (the “ Supplemental Indenture ” and, together with the BaseIndenture, the “ Indenture ”), among the Company, the Trustee, U.S. Bank National Association, as transfer agent and registrar, and Elavon Financial ServicesDAC, UK Branch, as paying agent.

In connection with the opinions expressed herein, I have examined such documents, records and matters of law as I have deemed relevant or necessary forpurposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, I am of the opinion that:

1. The Company is a corporation existing and in good standing under the laws of the State of Washington.

2. The execution and delivery of the Indenture by the Company has been authorized by all necessary corporate action of the Company.

3. The Securities have been authorized by all necessary corporate action of the Company.

4. The execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Securities by the Company do not violate thelaws the State of Washington known to me to be generally applicable to transactions of this type (other than state securities or “blue sky” laws as to which Iexpress no opinion in this paragraph) or the terms and provisions of the Company’s Restated Articles of Incorporation or Amended and Restated Bylaws.

Starbucks CorporationMarch 17, 2017Page 2

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

The opinion expressed herein with respect to the existence and good standing of the Company is based solely on certificates of public officials as to factualmatters and legal conclusions set forth therein.

For purposes of the opinion expressed herein, we have assumed that (i) each of the Trustee and the other parties to the Indenture (other than the Company)has authorized, executed and delivered the Indenture, (ii) the Securities have been duly authenticated by the Trustee in accordance with the Indenture and (iii) theIndenture is the valid, binding and enforceable obligation of the Trustee and the other parties to the Indenture (other than the Company).

As to facts material to the opinion and assumptions expressed herein, I have relied upon oral or written statements and representations of officers and otherrepresentatives of the Company and others. The opinions expressed herein are limited to the laws of the State of Washington, as currently in effect, and I express noopinion as to the effect of the laws of any other jurisdiction.

I hereby consent to the filing of this opinion as Exhibit 5.2 to the Current Report on Form 8-K dated the date hereof and incorporated by reference into theRegistration Statement on Form S-3 (Reg. No. 333-213645) (the “ Registration Statement ”), filed by the Company to effect the registration of the Securities underthe Securities Act of 1933 (the “ Act ”) and to the reference to my name under the caption “ Legal Matters ” in the prospectus constituting a part of suchRegistration Statement. In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 ofthe Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Robert L. Villaseñor

EXHIBIT12.1

StarbucksCorporationCOMPUTATIONOFRATIOOFEARNINGSTOFIXEDCHARGES

(in millions, except ratios)

QuarterEnded FiscalYearsEnded

Jan1,2017

Oct2,2016

Sep27,2015

Sep28,2014

Sep29,2013

Sep30,2012

Earnings/(loss) (1) $ 1,132.9 $ 4,198.6 $ 3,903.0 $ 3,159.7 $ (229.9) $ 2,059.1 Income from equity investees (84.4) (318.2) (249.9) (268.3) (251.4) (210.7) Distributed income from equity investees 39.1 223.3 148.2 139.2 115.6 86.7 Amortization of capitalized interest 1.1 4.4 4.1 3.6 2.6 2.2 Fixed charges, excluding capitalized interest 99.6 366.2 326.5 310.1 237.7 224.5

Total earnings/(loss) available for fixed charges $ 1,188.3 $ 4,474.3 $ 4,131.9 $ 3,344.3 $ (125.4) $ 2,161.8

Fixed charges: Interest and debt expense (2) $ 23.8 $ 82.2 $ 74.2 $ 70.2 $ 38.5 $ 35.9 Interest portion of rental expense 75.8 285.0 256.0 246.0 209.6 191.8

Total fixed charges $ 99.6 $ 367.2 $ 330.2 $ 316.2 $ 248.1 $ 227.7

Ratio of earnings to fixed charges (3) 11.9 12.2 12.5 10.6 — 9.5

(1) Earnings/(loss) represents income/(loss) from continuing operations before income taxes.

(2) Includes amortization of debt-related expenses and interest capitalized during the period. Excludes interest on uncertain tax positions, which is recorded inincome tax expense/(benefit) in the consolidated statements of earnings.

(3) For the fiscal year ended September 29, 2013, our earnings were insufficient to cover fixed charges by $373.5 million.

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