SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

STARBUCKS CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))      

Options to Purchase Common Stock,	855244109
Par Value $0.001 per share	(CUSIP Number of Class of Securities
(Title of Class of Securities)	(Underlying Common Stock))

Paula E. Boggs
executive vice president, general counsel and secretary
Starbucks Corporation
2401 Utah Avenue South
Seattle, Washington 98134
(206) 447-1575
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Person)

Copies To:

Sue Morgan
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 359-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$57,921,172	$3,232

*

Estimated solely for purposes of calculating the Amount of Filing Fee. The calculation of the Transaction Valuation assumes that all options to purchase shares of the issuer’s common stock that may be eligible for exchange in the offer will be tendered pursuant to the offer. These options cover an aggregate of 24,952,467 shares of the issuer’s common stock and have an aggregate value of $57,921,172 as of April 24, 2009, calculated based on a Black-Scholes option pricing model.

**

The Amount of Filing Fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $55.80 per $1,000,000 of the aggregate amount of the Transaction Valuation. The Transaction Valuation set forth above was calculated for the sole purpose of determining the Amount of Filing Fee and should not be used for any other purpose.

o  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	Not Applicable	Filing Party:	Not Applicable
Form of Registration No.:	Not Applicable	Date Filed:	Not Applicable

o Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:
o third party tender offer subject to Rule 14d-1.    
þ issuer tender offer subject to Rule 13e-4.    
o going private transaction subject to Rule 13e-3.    
o amendment to Schedule 13D under Rule 13d-2.    

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	ITEM 1. SUMMARY TERM SHEET
	ITEM 2. SUBJECT COMPANY INFORMATION
	ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
	ITEM 4. TERMS OF THE TRANSACTION
	ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
	ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 10. FINANCIAL STATEMENTS
	ITEM 11. ADDITIONAL INFORMATION
	ITEM 12. EXHIBITS
	ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
SIGNATURE
EXHIBIT INDEX
EX-99.(A)(1)(A)
EX-99.(A)(1)(B)
EX-99.(A)(1)(C)
EX-99.(A)(1)(D)
EX-99.(A)(1)(E)
EX-99.(A)(1)(F)
EX-99.(A)(1)(G)
EX-99.(A)(1)(H)
EX-99.(A)(1)(I)
EX-99.(A)(1)(J)
EX-99.(A)(1)(K)
EX-99.(A)(1)(L)
EX-99.(A)(1)(M)
EX-99.(A)(1)(N)
EX-99.(A)(1)(O)
EX-99.(A)(1)(P)
EX-99.(A)(1)(Q)

ITEM 1. SUMMARY TERM SHEET.

The information set forth under Summary Term Sheet—Questions and Answers in the Offer to Exchange Certain Stock Options for New Stock Options, dated May 1, 2009 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a)	Name and Address.
	Starbucks Corporation, a Washington corporation (the “Company” or “Starbucks”), is the issuer of the securities subject to the Offer to Exchange. The Company’s principal executive offices are located at 2401 Utah Avenue South, Seattle, Washington 98134, and the telephone number at that address is (206) 447-1575.
(b)	Securities.
	This Tender Offer Statement on Schedule TO relates to an offer by the Company to certain partners (at Starbucks and in this document, Starbucks employees are referred to as partners), subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of the Company’s common stock, par value $0.001 per share. A stock option will be eligible for exchange and referred to herein as an “Eligible Stock Option” if it has an exercise price per share greater than $19.00 and was granted prior to December 1, 2007 under the Company’s Amended and Restated 2005 Long-Term Equity Incentive Plan (the “2005 Plan”), the Amended and Restated Key Employee Stock Option Plan-1994 or the 1991 Company-Wide Stock Option Plan (all three together, the “Plans”). Partners surrendering Eligible Stock Options will receive in exchange new stock options (the “New Stock Options”) to be granted under the 2005 Plan.
	The Company is making the offer to all U.S. and international partners who hold Eligible Stock Options and, as of the date the offer commences, are actively employed by the Company or one of its subsidiaries (excluding the Company’s executive officers and other senior officers designated by the Compensation and Management Development Committee of the board of directors (the “Compensation Committee”), members of the board of directors and certain otherwise eligible partners located outside the United States if, for any reason, the Compensation Committee believes that such international partners’ participation would be illegal, inadvisable or impractical). These partners are collectively referred to as the “Eligible Partners.” To remain eligible to surrender Eligible Stock Options for exchange, and receive New Stock Options, the Eligible Partners must be employed by the Company or one of its subsidiaries on the date the exchange offer commences and remain employed through the date the New Stock Options are granted. The Eligible Partner also must be eligible to participate in the 2005 Plan.
	The actual number of shares of common stock subject to the stock options to be exchanged in the offer will depend on the number of shares of common stock subject to Eligible Stock Options surrendered by Eligible Partners and accepted for exchange. The Company is making the offer upon the terms and subject to the conditions set forth in the Offer to Exchange and in the related accompanying Election Form, attached hereto as Exhibit (a)(1)(H).
	The information set forth in the Offer to Exchange under Summary Term Sheet—

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Questions and Answers, Risk Factors, and The Exchange Offer: Section 1, Eligible Stock Options; Eligible Partners; Expiration Date; Section 5, Acceptance of Eligible Stock Options; New Stock Options; Section 7, Price Range of Our Common Stock; and Section 8, Source and Amount of Consideration; Terms of New Stock Options, is incorporated herein by reference.

(c)	Trading Market and Price.
	The information set forth in the Offer to Exchange under The Exchange Offer: Section 7, Price Range of Our Common Stock, is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

The information set forth under Item 2(a) above and in the Offer to Exchange under The Exchange Offer: Section 10, Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities, is incorporated herein by reference. The Company is both the filing person and the issuer.

ITEM 4. TERMS OF THE TRANSACTION.

(a)	Material Terms.
	The information set forth in the Offer to Exchange under Summary Term Sheet—Questions and Answers, and The Exchange Offer: Section 1, Eligible Stock Options; Eligible Partners; Expiration Date; Section 3, Procedures for Surrendering Eligible Stock Options; Section 4, Withdrawal Rights; Section 5, Acceptance of Eligible Stock Options; New Stock Options; Section 6, Conditions of the Exchange Offer; Section 8, Source and Amount of Consideration; Terms of New Stock Options; Section 9, Information Concerning Us; Financial Information; Section 11, Status of Eligible Stock Options Acquired by Us in the Exchange Offer; Accounting Consequences of the Exchange Offer; Section 12, Legal Matters; Regulatory Approvals; Section 13, Material U.S. Federal Income Tax Consequences; and Section 14, Extension of the Exchange Offer; Termination; Amendment, and Schedules A-O, is incorporated herein by reference.
(b)	Purchases.
	Members of the Company’s board of directors, executive officers and other designated senior officers are not eligible to participate in the offer. The information set forth in the Offer to Exchange under The Exchange Offer: Section 3, Procedures for Surrendering Eligible Stock Options; and Section 10, Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities, is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Exchange under The Exchange Offer: Section 10, Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities, is incorporated herein by reference. See also the Plans attached hereto as Exhibits (d)(1)–(d)(5).

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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a)	Purposes.
	The information set forth in the Offer to Exchange under The Exchange Offer: Section 2, Purpose of the Exchange Offer, is incorporated herein by reference.
(b)	Use of Securities Acquired.
	The information set forth in the Offer to Exchange under The Exchange Offer: Section 5, Acceptance of Eligible Stock Options; New Stock Options; and Section 11, Status of Eligible Stock Options Acquired by Us in the Exchange Offer; Accounting Consequences of the Exchange Offer, is incorporated herein by reference.
(c)	Plans.
	Not applicable.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)	Source of Funds.
	The information set forth in the Offer to Exchange under The Exchange Offer: Section 8, Source and Amount of Consideration; Terms of New Stock Options; and Section 15, Fees and Expenses, is incorporated herein by reference.
(b)	Conditions.
	The information set forth in the Offer to Exchange under The Exchange Offer: Section 6, Conditions of the Exchange Offer, is incorporated herein by reference.
(d)	Borrowed Funds.
	Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)	Securities Ownership.
	The information set forth in the Offer to Exchange under The Exchange Offer: Section 10, Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities, is incorporated herein by reference.
(b)	Securities Transactions.
	The information set forth in the Offer to Exchange under The Exchange Offer: Section 10, Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities, is incorporated herein by reference.

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ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

(a)	Financial Information.
	The information set forth in Item 8, Financial Statements and Supplementary Data, of the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2008, Part I, Item 1, Financial Statements, of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2008 and the financial information contained in the Offer to Exchange under The Exchange Offer: Section 9, Information Concerning Us; Financial Information; and Section 16, Additional Information, is incorporated herein by reference.
(b)	Pro Forma Information.
	Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

(1)	The information set forth in the Offer to Exchange under Risk Factors and The Exchange Offer: Section 10, Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities, is incorporated herein by reference.
(2)	The information set forth in the Offer to Exchange under The Exchange Offer: Section 12, Legal Matters; Regulatory Approvals, is incorporated herein by reference.
(3)	Not applicable.
(4)	Not applicable.
(5)	Not applicable.

(b)	Other Material Information.
	Not applicable.

ITEM 12. EXHIBITS.

Exhibit No.	Document
(a)(1)(A)	Offer to Exchange Certain Stock Options for New Stock Options, dated May 1, 2009
(a)(1)(B)	Form of Cover Letter from Howard Schultz to Eligible Partners, dated May 1, 2009, Regarding Offer to Exchange and Related Matters

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Exhibit No.	Document
(a)(1)(C)	Letter from Howard Schultz to All Partners, dated May 1, 2009, Announcing Commencement of Stock Option Exchange Program
(a)(1)(D)	Supplemental Frequently Asked Questions
(a)(1)(E)	Form of Partner Presentation Materials and Transcript of Presentation to Partners
(a)(1)(F)	Form of Online Exchange Instructions
(a)(1)(G)	Screenshots from Stock Option Exchange Program Website
(a)(1)(H)	Form of Election Form
(a)(1)(I)	Form of Election Form Rejection Letter
(a)(1)(J)	Form of Notice of Withdrawal
(a)(1)(K)	Form of Notice of Withdrawal Rejection Letter
(a)(1)(L)	Form of Reminder Communication to Eligible Partners Regarding Expiration Date
(a)(1)(M)	Form of Australia Specific Documents
(a)(1)(N)	Form of Germany Specific Documents
(a)(1)(O)	Form of Netherlands Specific Documents
(a)(1)(P)	Form of U.K. Specific Documents
(a)(1)(Q)	Memo to Partners Regarding Stock Option Exchange Program Informational Sessions
(a)(1)(R)	Annual Report on Form 10-K for the fiscal year ended September 28, 2008 (filed with the Securities and Exchange Commission on November 24, 2008 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(S)	Quarterly Report on Form 10-Q for the quarter ended December 28, 2008 (filed with the Securities and Exchange Commission on February 4, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(T)	Current Report on Form 8-K (filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(b)	Not applicable
(d)(1)	Starbucks Corporation 2005 Amended and Restated Long-Term Equity Incentive Plan, as amended and restated effective March 18, 2009 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(2)	2005 Key Employee Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective November 15, 2005 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 10, 2006 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(3)	2005 Company-Wide Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2005 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(4)	Starbucks Corporation Amended and Restated Key Employee Stock Option Plan-1994, as amended and restated effective March 18, 2009 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)

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Exhibit No.	Document
(d)(5)	Starbucks Corporation 1991 Company-Wide Stock Option Plan, as amended and restated effective March 18, 2009 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(g)	Not applicable
(h)	Not applicable

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STARBUCKS CORPORATION
By:	/s/ Troy Alstead
		Troy Alstead
		executive vice president, chief financial officer and chief administrative officer

     Date: May 1, 2009

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EXHIBIT INDEX

Exhibit No.	Document
(a)(1)(A)	Offer to Exchange Certain Stock Options for New Stock Options, dated May 1, 2009
(a)(1)(B)	Form of Cover Letter from Howard Schultz to Eligible Partners, dated May 1, 2009, Regarding Offer to Exchange and Related Matters
(a)(1)(C)	Letter from Howard Schultz to All Partners, dated May 1, 2009, Announcing Commencement of Stock Option Exchange Program
(a)(1)(D)	Supplemental Frequently Asked Questions
(a)(1)(E)	Form of Partner Presentation Materials and Transcript of Presentation to Partners
(a)(1)(F)	Form of Online Exchange Instructions
(a)(1)(G)	Screenshots from Stock Option Exchange Program Website
(a)(1)(H)	Form of Election Form
(a)(1)(I)	Form of Election Form Rejection Letter
(a)(1)(J)	Form of Notice of Withdrawal
(a)(1)(K)	Form of Notice of Withdrawal Rejection Letter
(a)(1)(L)	Form of Reminder Communication to Eligible Partners Regarding Expiration Date
(a)(1)(M)	Form of Australia Specific Documents
(a)(1)(N)	Form of Germany Specific Documents
(a)(1)(O)	Form of Netherlands Specific Documents
(a)(1)(P)	Form of U.K. Specific Documents
(a)(1)(Q)	Memo to Partners Regarding Stock Option Exchange Program Informational Sessions
(a)(1)(R)	Annual Report on Form 10-K for the fiscal year ended September 28, 2008 (filed with the Securities and Exchange Commission on November 24, 2008 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(S)	Quarterly Report on Form 10-Q for the quarter ended December 28, 2008 (filed with the Securities and Exchange Commission on February 4, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(a)(1)(T)	Current Report on Form 8-K (filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(b)	Not applicable
(d)(1)	Starbucks Corporation 2005 Amended and Restated Long-Term Equity Incentive Plan, as amended and restated effective March 18, 2009 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(2)	2005 Key Employee Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective November 15, 2005 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 10, 2006 (SEC File No. 000-20322) and incorporated herein by reference)

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Exhibit No.	Document
(d)(3)	2005 Company-Wide Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2005 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(4)	Starbucks Corporation Amended and Restated Key Employee Stock Option Plan-1994, as amended and restated effective March 18, 2009 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(d)(5)	Starbucks Corporation 1991 Company-Wide Stock Option Plan, as amended and restated effective March 18, 2009 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2009 (SEC File No. 000-20322) and incorporated herein by reference)
(g)	Not applicable
(h)	Not applicable

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EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

STARBUCKS CORPORATION

MAY 1, 2009

OFFER TO EXCHANGE
CERTAIN STOCK OPTIONS FOR
NEW STOCK OPTIONS

This offer to exchange and your withdrawal rights will expire at
5:00 p.m., Pacific, on May 29, 2009, unless extended.

Starbucks Corporation, a Washington corporation (“us,” “we,” “Starbucks” or the “Company”), by this Offer to Exchange Certain Stock Options for New Stock Options (the “Exchange Offer”), is offering to our eligible partners the opportunity to voluntarily exchange eligible stock options for a lesser amount of new stock options with a lower exercise price. At Starbucks and in this Offer to Exchange document, we refer to our employees as partners.

You are an “eligible partner” if you are:

•  A U.S. or international partner who holds eligible stock options;

•  Employed on the date the Exchange Offer commences and remain employed through the date the new stock options are granted;

•  Eligible to participate in the Starbucks Corporation Amended and Restated 2005 Long-Term Equity Incentive Plan (the “2005 Plan”); and

•  Not a member of our senior leadership team (our executive officers and other designated senior officers) or our Board of Directors.

Although we intend to include all international partners, we may exclude otherwise eligible partners located outside the United States if, for any reason, we believe that their participation would be illegal, inadvisable or impractical. Partners who reside in the Netherlands must agree in writing to the terms of the tax ruling described in Schedule J in order to be eligible to participate in the Exchange Offer. We reserve the right to withdraw the Exchange Offer in any jurisdiction. If we withdraw the Exchange Offer in a particular jurisdiction, the Exchange Offer will not be made to, nor will surrenders of eligible stock options be accepted from or on behalf of, partners in that jurisdiction.

If you are an eligible partner and your Company stock options meet the following criteria, then they are “eligible stock options” that you may elect to exchange in the Exchange Offer:

•  The exercise price of your stock options is greater than $19.00, which approximates the 52-week high trading price of our common stock as reported by the NASDAQ Global Select Market (measured from the commencement date of the Exchange Offer); and

•  Your stock options were granted prior to December 1, 2007.

For purposes of the Exchange Offer, the term “stock option” generally refers to an option to purchase one share of our common stock.

If you choose to participate in the Exchange Offer and surrender eligible stock options for exchange, and if we accept your surrendered eligible stock options, you will receive new stock options that will have substantially the same terms and conditions as the eligible stock options you surrendered, except that:

•  You will receive a lesser amount of new stock options. The number of new stock options will be determined using an exchange ratio designed to result in a fair value, using standard valuation techniques, of the new stock options being approximately equal to the fair value of the stock options that are surrendered for exchange.

•  The exercise price for the new stock options will be equal to the closing price of Starbucks common stock on the date the new stock options are granted (expected to be the next business day after the expiration of the Exchange Offer) as reported on the NASDAQ Global Select Market. The Company expects the exercise price for the new stock options to be lower than the exercise price of the stock options that will be surrendered for exchange.

•  The new stock options will be subject to a two-year vesting period, even if all or a portion of the surrendered eligible stock options are already vested. Under this vesting schedule, 50% of the new stock options will vest upon the 12-month anniversary of the new stock option grant date and the remaining 50% of the new stock options will vest upon the 24-month anniversary of the new stock option grant date so long as you remain employed during that period.

•  Unlike other stock options granted by Starbucks, which generally have ten-year terms, the new stock options will have a term of seven years from the new stock option grant date.

•  The new stock options will be subject to the terms and conditions of the 2005 Plan and any applicable sub-plans adopted under the 2005 Plan.

Participation in the Exchange Offer is completely voluntary. Eligible partners will be permitted to exchange eligible stock options for new stock options on a grant-by-grant basis, subject to the terms set forth below. Eligible stock options properly surrendered in the Exchange Offer and accepted by us for exchange will be cancelled on the day that the Exchange Offer expires and the new stock options will be granted as of the business day following the expiration date of the Exchange Offer. If you choose not to participate in the Exchange Offer, you will continue to hold your eligible stock options on the same terms and conditions and pursuant to the stock option plans under which they were originally granted.

See the section entitled Risk Factors for a discussion of risks and uncertainties that you should consider before surrendering your eligible stock options for exchange in the Exchange Offer.

Shares of Starbucks common stock are listed on the NASDAQ Global Select Market under the symbol “SBUX.” On April 1, 2009, the closing price of Starbucks common stock on the NASDAQ Global Select Market was $11.17 per share. The current market price of our common stock, however, is not necessarily indicative of future stock prices, and we cannot predict what the closing price of our common stock will be on the date the new stock options are granted. We recommend that you obtain current market quotations for our common stock before deciding whether to participate in the Exchange Offer.

We are making the Exchange Offer upon the terms and conditions described in this Offer to Exchange document and in the related documents referred to in this document. The Exchange Offer is not conditioned on a minimum number of eligible stock options being surrendered for exchange or a minimum number of eligible partners participating.

If you wish to surrender any of your eligible stock options for exchange in the Exchange Offer, you must notify BNY Mellon Shareowner Services (“BNYMellon”) of your election to exchange such stock options before the Exchange Offer expires. We have engaged BNYMellon to act as the depositary and information agent for the Exchange Offer. You may notify BNYMellon of your election in one of the following two ways:

•  By making an election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. Your online election must be submitted before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

•  By completing and returning the paper election form included in the materials mailed to you with this Offer to Exchange document, and delivering it to BNYMellon according to the instructions contained in the materials so that BNYMellon receives it before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). You must allow for delivery time based on the method of submission that you choose to ensure that BNYMellon receives your election form by the deadline.

ii

Included in the materials mailed to you along with this Offer to Exchange document is your nine-digit Personal Identification Number (“PIN”). You will need your PIN to gain access to your personal information on the Stock Option Exchange Program Website and to make your online elections with respect to the Exchange Offer. If you lose, cannot remember or otherwise have difficulties with your PIN, please contact the BNY Mellon Shareowner Services Customer Service Center at the numbers below.

If you have difficulty accessing the Stock Option Exchange Program Website, have questions about the Exchange Offer or have requests for assistance (including requests for additional or paper copies of this Offer to Exchange document, the election form, the notice of withdrawal or other documents relating to the Exchange Offer), please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

•  From within North America: 1-866-221-4118

•  From outside North America (other than Chile): 800-327-61460

•  From Chile: (201) 680-6875

•  TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday — Friday, Pacific)

IMPORTANT

Although our Board of Directors has approved the Exchange Offer, consummation of the Exchange Offer is subject to, and conditioned on, the conditions described in The Exchange Offer — Section 6, Conditions of the Exchange Offer. Neither we nor our Board of Directors will make any recommendation as to whether you should exchange, or refrain from exchanging, any or all of your eligible stock options for new stock options in the Exchange Offer. You must make your own decision on whether to surrender your eligible stock options for exchange after taking into account your own personal circumstances or preferences. If you hold eligible stock options and are subject to taxation in a country other than the United States, please refer to the Schedules attached to this Offer to Exchange document for further details regarding tax consequences and other issues for international partners. You are encouraged to consult your personal outside advisor(s) as you deem appropriate if you have questions about your financial or tax situation as it relates to the Exchange Offer.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR FOREIGN SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO EXCHANGE DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY REPRESENTATION ON OUR BEHALF AS TO WHETHER YOU SHOULD EXCHANGE YOUR ELIGIBLE STOCK OPTIONS IN THE EXCHANGE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR IN DOCUMENTS TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS OFFER TO EXCHANGE DOCUMENT OR IN THE RELATED DOCUMENTS. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY OTHER INFORMATION, YOU SHOULD NOT RELY ON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.

iii

TABLE OF CONTENTS

	Page
SUMMARY TERM SHEET — QUESTIONS AND ANSWERS		1
RISK FACTORS		10
THE EXCHANGE OFFER		12
Section 1.  Eligible Stock Options; Eligible Partners; Expiration Date		12
Section 2.  Purpose of the Exchange Offer		14
Section 3.  Procedures for Surrendering Eligible Stock Options		15
Section 4.  Withdrawal Rights		16
Section 5.  Acceptance of Eligible Stock Options; New Stock Options		18
Section 6.  Conditions of the Exchange Offer		18
Section 7.  Price Range of Our Common Stock		20
Section 8.  Source and Amount of Consideration; Terms of New Stock Options		20
Section 9.  Information Concerning Us; Financial Information		23
Section 10. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities		26
Section 11. Status of Eligible Stock Options Acquired by Us in the Exchange Offer; Accounting Consequences of the Exchange Offer		27
Section 12. Legal Matters; Regulatory Approvals		28
Section 13. Material U.S. Federal Income Tax Consequences		28
Section 14. Extension of the Exchange Offer; Termination; Amendment		29
Section 15. Fees and Expenses		30
Section 16. Additional Information		30
Section 17. Miscellaneous		31
Schedules.  A Guide to Issues for Non-U.S. Eligible Partners (listed alphabetically by country)		32

iv

SUMMARY TERM SHEET — QUESTIONS AND ANSWERS

The following questions and answers were prepared to address common questions that you may have about the Exchange Offer. We encourage you to carefully read the rest of this Offer to Exchange document and the other related documents referred to in this document. Where appropriate, we have included references to the relevant numbered sections of The Exchange Offer portion of this Offer to Exchange document and to other portions of the document where you can find a more complete description of the topics in this summary.

Index to Questions and Answers

No.	Question	Page
Q1	Why is Starbucks making the Exchange Offer?	2
Q2	Who is eligible to participate in the Exchange Offer?	2
Q3	Which stock options are eligible for exchange in the Exchange Offer?	2
Q4	Are there any differences between the new stock options and the eligible stock options that may be surrendered in the Exchange Offer?	3
Q5	What are the conditions of the Exchange Offer?	3
Q6	What will be the exercise price per share of the new stock options?	3
Q7	If I elect to participate and my surrendered eligible stock options are accepted, when will I receive my new stock options?	3
Q8	When will the new stock options vest?	4
Q9	What if I elect to participate in the Exchange Offer and then leave Starbucks before the date the new stock options are granted?	4
Q10	What if I elect to participate in the Exchange Offer and then leave Starbucks after the new stock options are granted?	4
Q11	What does it mean to exchange on a “grant-by-grant” basis?	4
Q12	If I elect to participate and my surrendered stock options are accepted, how many new stock options will I receive in exchange?	5
Q13	Can I exchange a portion of an eligible stock option grant?	5
Q14	What if I have more than one eligible stock option grant?	5
Q15	Why isn’t the exchange ratio simply one-for-one?	5
Q16	When will my new stock options expire?	6
Q17	Must I participate in the Exchange Offer?	6
Q18	How should I decide whether to exchange my eligible stock options for new stock options?	6
Q19	Why can’t Starbucks just grant eligible partners additional stock options?	6
Q20	How do I find out how many eligible stock options I have and what their exercise prices are?	6
Q21	Can I exchange stock options that I have already fully exercised?	6
Q22	Can I exchange the remaining portion of an eligible stock option grant that I have already partially exercised?	6
Q23	What if I am on an authorized leave of absence?	7
Q24	Will I owe taxes if I participate in the Exchange Offer?	7
Q25	What happens if, after the grant date of the new stock options, my new stock options end up being underwater again?	7
Q26	What happens to eligible stock options that I choose not to surrender or that are not accepted for exchange in the Exchange Offer?	7
Q27	If I surrender eligible stock options in the Exchange Offer, will I be required to give up all of my rights under the surrendered eligible stock options?	7
Q28	How long do I have to decide whether to participate in the Exchange Offer?	7
Q29	How do I participate in the Exchange Offer?	8
Q30	When and how can I withdraw previously surrendered eligible stock options?	8
Q31	How will I know if my election form or my notice of withdrawal has been received?	9
Q32	What will happen if I do not submit my election form by the deadline?	9
Q33	What if I have questions regarding the Exchange Offer, or if I need a paper copy or additional copies of this Offer to Exchange document or any documents attached or referred to in this document?	9

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Q1   Why is Starbucks making the Exchange Offer?

We believe that an effective and competitive partner incentive program is imperative for the success of our business. We rely on our experienced and productive partners and their efforts to help us achieve our business objectives. At Starbucks, stock options constitute a key component of our incentive and retention programs because we believe that equity compensation encourages partners to act like owners of the business, motivating them to work toward our success and rewarding their contributions by allowing them to benefit from increases in the value of our shares. Our long-term incentive compensation program is broad-based, with approximately 96,000 partners in 15 countries at all levels, including qualified part-time partners, receiving equity awards in the most recent regular annual grant in November 2008.

Due to the significant decline of our stock price during the last few years, many of our partners now hold stock options with exercise prices significantly higher than the current market price of our common stock. For example, the closing price of our common stock on the NASDAQ Global Select Market on April 1, 2009 was $11.17, whereas the weighted average exercise price of all outstanding options held by our partners was $17.41. As of April 1, 2009, approximately 52% of outstanding stock options held by our partners were “underwater” (meaning the exercise prices of the stock options were greater than our then-current stock price). Although we continue to believe that stock options are an important component of our partners’ total compensation, many of our partners view their existing stock options as having little or no value due to the significant difference between the exercise prices and the current market price of our common stock. As a result, for many partners, these stock options are ineffective at providing the incentives and retention value that we believe are necessary to motivate and retain our partners.

See Section 2, Purpose of the Exchange Offer, for more information.

Q2   Who is eligible to participate in the Exchange Offer?

The exchange program will be open to all U.S. and international partners who hold eligible options, except as described below. Although we intend to include all partners located outside the United States, we may exclude partners if, for any reason, we believe that their participation would be illegal, inadvisable or impractical. Partners who reside in the Netherlands must agree in writing to the terms of the tax ruling described in Schedule J in order to be eligible to participate in the Exchange Offer. We reserve the right to withdraw the Exchange Offer in any jurisdiction. If we withdraw the Exchange Offer in a particular jurisdiction, the Exchange Offer will not be made to, nor will surrenders of eligible stock options be accepted from or on behalf of, partners in that jurisdiction. To be eligible, an individual must be eligible to participate in the 2005 Plan and must be employed on the date the Exchange Offer commences and must remain employed through the date that new stock options are granted. The Exchange Offer will not be open to our Board of Directors or our senior leadership team (our executive officers and other designated senior officers).

See Section 1, Eligible Stock Options; Eligible Partners; Expiration Date, for more information.

Q3   Which stock options are eligible for exchange in the Exchange Offer?

To be eligible for exchange in the Exchange Offer, a stock option must (a) have an exercise price greater than $19.00, which approximates the 52-week high trading price of our common stock as reported by the NASDAQ Global Select Market (measured from the commencement date of the Exchange Offer), and (b) have been granted prior to December 1, 2007.

See Section 1, Eligible Stock Options; Eligible Partners; Expiration Date, for more information.

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Q4   Are there any differences between the new stock options and the eligible stock options that may be surrendered in the Exchange Offer?

If you choose to participate in the Exchange Offer and surrender eligible stock options for exchange, and if we accept your surrendered eligible stock options, you will receive new stock options that will have substantially the same terms and conditions as the eligible stock options you surrendered, except that:

•  You will receive a lesser amount of new stock options. The number of new stock options will be determined using an exchange ratio designed to result in a fair value, using standard valuation techniques, of the new stock options being approximately equal to the fair value of the stock options that are surrendered for exchange.

•  The exercise price for the new stock options will be equal to the closing price of Starbucks common stock on the date the new stock options are granted (expected to be the next business day after the expiration of the Exchange Offer) as reported on the NASDAQ Global Select Market. The Company expects the exercise price for the new stock options to be lower than the exercise price of the stock options that will be surrendered for exchange.

•  The new stock options will be subject to a two-year vesting period, even if all or a portion of the surrendered eligible stock options are already vested. Under this vesting schedule, 50% of the new stock options will vest upon the 12-month anniversary of the new stock option grant date and the remaining 50% of the new stock options will vest upon the 24-month anniversary of the new stock option grant date so long as you remain employed during that period.

•  Unlike other stock options granted by Starbucks, which generally have ten-year terms, the new stock options will have a term of seven years from the new stock option grant date.

•  The new stock options will be subject to the terms and conditions of the 2005 Plan and any applicable sub-plans adopted under the 2005 Plan.

See Section 1, Eligible Stock Options; Eligible Partners; Expiration Date, for more information.

Q5   What are the conditions of the Exchange Offer?

The Exchange Offer is subject to a number of conditions with regard to events that could occur prior to the expiration of the Exchange Offer and which are more fully described in Section 6, Conditions of the Exchange Offer. The Exchange Offer is not conditioned upon a minimum number of eligible stock options being surrendered for exchange or a minimum number of eligible partners participating. If any of the events described in Section 6 occur, we may terminate, extend or amend the Exchange Offer at any time prior to the expiration of the Exchange Offer.

Q6   What will be the exercise price per share of the new stock options?

All new stock options will be granted with an exercise price equal to the closing price of Starbucks common stock on the new stock option grant date (expected to be the next business day after the expiration of the Exchange Offer) as reported by the NASDAQ Global Select Market.

Q7   If I elect to participate and my surrendered eligible stock options are accepted, when will I receive my new stock options?

We expect to cancel all properly surrendered eligible stock options on the same day that the Exchange Offer expires. We also expect that the grant date of the new stock options will be the next business day after the expiration of the Exchange Offer. The scheduled expiration date of the Exchange Offer is Friday, May 29, 2009, and we expect to accept and cancel all properly surrendered eligible stock options on that day. We expect that the new stock option grant date will be Monday, June 1, 2009. If the expiration date of the Exchange Offer is extended, then the cancellation date and the new stock option grant date will be similarly extended. New stock option agreements governing the terms of the new stock options will be delivered to you as soon as reasonably practicable following the new stock option grant date.

See Section 3, Procedures for Surrendering Eligible Stock Options.

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Q8   When will the new stock options vest?

Should you elect to participate in the Exchange Offer, your surrendered eligible stock options will be exchanged for new stock options that will be subject to a new two-year vesting schedule. All new stock options granted in the Exchange Offer will vest in two equal annual installments, beginning 12 months after the new stock option grant date so long as you remain employed during the vesting period. Below is an example that assumes the Exchange Offer expires on May 29, 2009 and the new stock option grant date is June 1, 2009:

				Original Vesting	First Vesting	Final Vesting
Original Grant	Current Vested			Date of Eligible	Date of New	Date of New
Date of Eligible	Percent (as of			Stock Options	Stock Options	Stock Options
Stock Options	May 1, 2009)			(100% Vested)	(50% Vested)	(100% Vested)
Nov. 16, 2004		100	%	Oct. 1, 2008	June 1, 2010	June 1, 2011
Nov. 16, 2005		75	%	Oct. 1, 2009	June 1, 2010	June 1, 2011
Nov. 20, 2006		50	%	Nov. 20, 2010	June 1, 2010	June 1, 2011
Nov. 19, 2007		25	%	Nov. 19, 2011	June 1, 2010	June 1, 2011

Q9   What if I elect to participate in the Exchange Offer and then leave Starbucks before the date the new stock options are granted?

If you elect to participate in the Exchange Offer and your employment terminates for any reason before the new stock option grant date, your exchange election will be cancelled and you will not receive new stock options. If this occurs, no changes will be made to the terms of your current stock options, and these stock options will be treated as if you had declined to participate in the Exchange Offer. In that case, generally, you may exercise your existing stock options for a limited time after your separation date to the extent they are vested and in accordance with the terms and conditions of your existing stock options.

Nothing in the Exchange Offer should be construed to confer upon you the right to remain an employee of Starbucks or one of our subsidiaries. The terms of your employment with us remain unchanged. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain employed until the new stock option grant date or thereafter.

Q10   What if I elect to participate in the Exchange Offer and then leave Starbucks after the new stock options are granted?

If you elect to participate in the Exchange Offer and surrender eligible stock options for exchange, and if we accept your surrendered eligible stock options, your new stock options will be granted on the new stock option grant date. If your employment terminates for any reason after the new stock option grant date, the terms and conditions of any new stock options granted in the Exchange Offer will apply.

Q11   What does it mean to exchange on a “grant-by-grant” basis?

Eligible stock options will be surrendered on a grant-by-grant basis in exchange for a lesser amount of new stock options with a lower exercise price. Generally, when we grant stock options to partners, the stock option “grant” will have more than one underlying stock option. For example, a partner might receive a stock option grant with 100 underlying stock options. All 100 stock options would have been granted on the same date with the same exercise price. When we state that partners will be permitted to exchange eligible stock options for new stock options on a grant-by-grant basis, that means that you can elect to exchange either all or none of the underlying stock options of a particular grant. Using the example of a stock option grant with 100 underlying stock options, assuming the stock options were eligible stock options and still outstanding, you could elect to surrender the entire stock option grant (i.e., all 100 stock options) in exchange for a grant with a lesser amount of new stock options and with a lower exercise price.

4

Q12   If I elect to participate and my surrendered eligible stock options are accepted, how many new stock options will I receive in exchange?

The number of new stock options that you receive will depend on the exercise price(s) of your surrendered eligible stock options and the applicable exchange ratios, as shown in the table below. The exchange ratios were designed to result in a fair value of the new stock options that is approximately equal to the fair value of the stock options that are surrendered. Starbucks used a standard valuation model to determine the actual exchange ratios. If, after the exchange of eligible stock options in any particular stock option grant, you would be left with a fractional stock option, we will round such fractional stock option to the nearest whole stock option (greater than or equal to 0.5 is rounded up to the nearest whole stock option and less than 0.5 is rounded down to the nearest whole stock option). Based on this rounding convention, you will not be able to surrender for exchange any otherwise eligible stock option grant that does not have sufficient underlying stock options to result in at least 0.5 new stock options after the exchange (which would be rounded up to one whole new stock option).

Note that the exchange ratios apply to each of your stock option grants separately. This means that the various stock option grants you have received may be subject to different exchange ratios.

If the Per Share Exercise Price of an	The Exchange Ratio Is
Eligible Stock Option Grant Is	(Eligible Stock Options to New Stock Options)
$19.01 to $24.99		2.01-to-1
$25.00 to $29.99		3.19-to-1
$30.00 to $34.99		3.54-to-1
$35.00 and above		4.44-to-1

Q13   Can I exchange a portion of an eligible stock option grant?

No. Eligible partners will be permitted to exchange eligible stock options for new stock options on a grant-by-grant basis. No partial exchanges of a stock option grant will be permitted. If you elect to exchange an eligible stock option grant, you must exchange all of the outstanding (i.e., unexercised) stock options underlying that particular stock option grant. If you attempt to exchange a portion but not all of the underlying stock options of an eligible stock option grant, your election form will be rejected.

For example, if you have an eligible stock option grant with 100 underlying stock options, you can elect to exchange all or none of the 100 stock options. However, you cannot elect to exchange only a portion of the 100 underlying stock options.

Q14   What if I have more than one eligible stock option grant?

Eligible partners will be permitted to exchange eligible stock options for new stock options on a grant-by-grant basis. This means that if you have more than one eligible stock option grant, you may elect to surrender the eligible stock options from one stock option grant and not another. For example, if you have two eligible stock option grants, one with 100 underlying stock options and another with 50 underlying stock options, you may elect to exchange just the stock option grant with 100 underlying stock options, just the stock option grant with 50 underlying stock options, or both stock option grants.

Q15   Why isn’t the exchange ratio simply one-for-one?

We believe the exchange ratios must balance the interests of both our partners and our shareholders, and as a result, we have designed it to be “value for value.” This means that, in the aggregate, the fair value of the stock options being exchanged is approximately equal to the fair value of the new stock options being granted. Under our option pricing model described above, this requires that more stock options be surrendered than granted in the exchange.

5

Q16   When will my new stock options expire?

All new stock options will have a term of seven years, instead of the typical ten-year term of the currently outstanding stock options. For example, if your new stock options are granted on June 1, 2009, you will have until June 1, 2016 to exercise your new stock options (assuming you remain employed through that period).

Q17   Must I participate in the Exchange Offer?

No. Participation in the Exchange Offer is completely voluntary. If you choose not to participate, you will keep all of your currently outstanding stock options, including stock options eligible for the Exchange Offer, and you will not receive new stock options in the Exchange Offer. No changes will be made to the terms of your current stock options if you decline to participate. If you decide not to surrender any of your eligible stock options for exchange in the Exchange Offer, you do not need to do anything.

Q18   How should I decide whether to exchange my eligible stock options for new stock options?

Starbucks is providing as much information as possible to assist you in making your own informed decision. You are encouraged to seek further advice from your tax, financial and legal advisors. No one from Starbucks is, or will be, authorized to provide you with advice, recommendations or additional information in this regard.

Please also review the section entitled Risk Factors for a discussion of the risks of participating in the Exchange Offer.

Q19   Why can’t Starbucks just grant eligible partners additional stock options?

We designed the Exchange Offer to avoid the potential dilution in ownership to our shareholders that would result if we granted partners additional stock options to supplement their underwater stock options. Granting more stock options would increase the number of outstanding stock options relative to our outstanding shares of common stock (sometimes called “overhang”), which we do not believe would be in the best interests of our shareholders. In addition, issuing new stock options without cancelling any previously granted stock options would increase our operating expenses, as we would need to expense both the new stock options and the previously granted stock options. This would decrease our reported earnings and could negatively impact our stock price.

Q20   How do I find out how many eligible stock options I have and what their exercise prices are?

You can review a list of your eligible stock options and the exercise prices of such options at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. This information is also included in the paper election form included in the materials mailed to you along with this Offer to Exchange document.

Q21   Can I exchange stock options that I have already fully exercised?

No. The Exchange Offer only applies to outstanding Starbucks stock options that are eligible under the Exchange Offer. You will not be able to exchange shares of Starbucks stock that you own outright.

Q22   Can I exchange the remaining portion of an eligible stock option grant that I have already partially exercised?

Yes. If you previously exercised an eligible stock option grant in part, the remaining outstanding (i.e., unexercised) portion of the eligible stock option grant can be exchanged in the Exchange Offer.

6

Q23   What if I am on an authorized leave of absence?

Any eligible partners who are on an authorized leave of absence will be able to participate in the Exchange Offer. If you surrender your eligible stock options and you are on an authorized leave of absence on the new stock option grant date, you will be entitled to receive new stock options on the new stock option grant date as long as all other eligibility requirements are still met.

Q24   Will I owe taxes if I participate in the Exchange Offer?

Generally, for U.S. federal income tax purposes, we believe the exchange of eligible stock options for new stock options pursuant to the Exchange Offer should be treated as a nontaxable exchange and that no income should be recognized upon the grant of the new stock options. The tax consequences for participating non-U.S. eligible partners may differ from the U.S. federal income tax consequences and, in some instances, are not entirely certain. We have provided additional information about the tax consequences applicable in countries outside the United States in which eligible partners reside in the Schedules attached to this Offer to Exchange document. We encourage all eligible partners who are considering exchanging their eligible stock options pursuant to the Exchange Offer to consult with their own tax advisors with respect to the federal, state, local and foreign tax consequences of participating in the Exchange Offer.

See Section 13, Material U.S. Federal Income Tax Consequences, for more information.

Q25   What happens if, after the grant date of the new stock options, my new stock options end up being underwater again?

The Exchange Offer is a one-time opportunity and is not expected to be offered again. We can provide no assurance as to the price of our common stock at any time in the future.

Q26   What happens to eligible stock options that I choose not to surrender or that are not accepted for exchange in the Exchange Offer?

The Exchange Offer will have no effect on eligible stock options that you choose not to surrender or on eligible stock options that are not accepted for exchange in the Exchange Offer.

Q27   If I surrender eligible stock options in the Exchange Offer, will I be required to give up all of my rights under the surrendered eligible stock options?

Yes. On the expiration of the Exchange Offer, any stock options you surrender in exchange for new stock options that we accept for exchange will be cancelled, and you will no longer have any rights under those surrendered eligible stock options.

Q28   How long do I have to decide whether to participate in the Exchange Offer?

The Exchange Offer expires at 5:00 p.m., Pacific, on May 29, 2009. No exceptions will be made to the deadline, unless we extend it. Although we do not currently intend to do so, we may, in our sole discretion, extend the expiration date of the Exchange Offer at any time. If we extend the Exchange Offer, we will publicly announce the extension and the new expiration date no later than 6:00 a.m., Pacific, on the next business day after the last previously scheduled or announced expiration date. If the expiration date of the Exchange Offer is extended, then the cancellation date and the new stock option grant date will be similarly extended.

See Section 14, Extension of the Exchange Offer; Termination; Amendment, for more information.

7

Q29   How do I participate in the Exchange Offer?

If you are an eligible partner and you wish to surrender any of your eligible stock options for exchange in the Exchange Offer, you must notify BNYMellon of your election to exchange such stock options before the Exchange Offer expires. You may notify BNYMellon of your election in one of the following two ways:

•  By making an election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. Your online election must be submitted before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

•  By completing and returning the paper election form included in the materials mailed to you with this Offer to Exchange document, and delivering it to BNYMellon according to the instructions contained in the materials so that BNYMellon receives it before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). You must allow for delivery time based on the method of submission that you choose to ensure that BNYMellon receives your election form by the deadline.

You do not need to return your stock option agreement(s) relating to any surrendered eligible stock options, as they will be cancelled automatically if we accept your eligible stock options for exchange.

Your eligible stock options will not be considered surrendered until BNYMellon receives your properly submitted election form (either online at the Stock Option Exchange Program Website or via a paper election form). Your properly submitted election form must be received before 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). If you miss the deadline or submit an election form that is not properly completed as of the deadline, you will not be permitted to participate in the Exchange Offer. You are responsible for making sure that the election form is properly completed and received by BNYMellon by the deadline.

We reserve the right to reject any or all surrenders of eligible stock options that we determine are not in appropriate form or that we determine would be unlawful to accept. Subject to our rights to extend, terminate and amend the Exchange Offer, we expect to accept all properly surrendered eligible stock options on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

See Section 3, Procedures for Surrendering Eligible Stock Options, for more information.

Q30   When and how can I withdraw previously surrendered eligible stock options?

If you elect to surrender eligible stock options and later change your mind, you may withdraw your surrendered eligible stock options by notifying BNYMellon of your election to withdraw such options before the Exchange Offer expires. You may notify BNYMellon of your withdrawal election in one of the following two ways:

•  By revising your election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. Your online withdrawal election must be submitted before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

•  By completing and returning the paper notice of withdrawal included in the materials mailed to you with this Offer to Exchange document, and delivering it to BNYMellon according to the instructions contained in the materials so that BNYMellon receives it before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). You must allow for delivery time based on the method of submission that you choose to ensure that BNYMellon receives your withdrawal election by the deadline.

Once you have withdrawn eligible stock options, you may again surrender such options only by following the procedures for properly surrendering eligible stock options as discussed in Question 29.

8

If you miss the deadline for notifying BNYMellon of your withdrawal election but remain an eligible partner, any previously surrendered eligible stock options will be cancelled and exchanged pursuant to the Exchange Offer.

See Section 4, Withdrawal Rights, for more information.

Q31   How will I know if my election form or my notice of withdrawal has been received?

You can check the Election Confirmation page on the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks, at any time to see your current election(s). Additionally, if you notify BNYMellon of your election to participate in the Exchange Offer or your election to withdraw previously surrendered eligible stock options by submitting a paper election form or notice of withdrawal, BNYMellon will mail you confirmation of receipt of your paper election form or notice of withdrawal shortly after it is received. However, it is your responsibility to ensure that BNYMellon receives your election form or notice of withdrawal, as applicable, prior to the expiration of the Exchange Offer.

Q32   What will happen if I do not submit my election form by the deadline?

If BNYMellon does not receive your election to surrender eligible stock options for exchange before the Exchange Offer expires, then all of your eligible stock options will remain outstanding at their original exercise price and subject to their original terms. If you decide not to surrender any of your eligible stock options for exchange in the Exchange Offer, you do not need to do anything.

Q33   What if I have questions regarding the Exchange Offer, or if I need a paper copy or additional copies of this Offer to Exchange document or any documents attached or referred to in this document?

If you have difficulty accessing the Stock Option Exchange Program Website, have questions regarding the Exchange Offer or have requests for assistance (including requests for additional or paper copies of this Offer to Exchange document, the election form, the notice of withdrawal or other documents relating to the Exchange Offer), please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

•  From within North America: 1-866-221-4118

•  From outside North America (other than Chile): 800-327-61460

•  From Chile: (201) 680-6875

•  TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday — Friday, Pacific)

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RISK FACTORS

Participating in the Exchange Offer involves a number of risks and uncertainties, including those described below. You should carefully consider these risks and uncertainties, and you are encouraged to consult your tax, financial and legal advisors before deciding to participate in the Exchange Offer.

Risks Related to the Exchange Offer

If you exchange eligible stock options for new stock options in the Exchange Offer and your employment with us terminates before the new stock options fully vest, you will forfeit any unvested portion of your new stock options.

If you elect to participate in the Exchange Offer, the new stock options will have a new two-year vesting schedule, such that 50% of the new stock options will vest upon the 12-month anniversary of the new stock option grant date (expected to be the next business day after the expiration of the Exchange Offer) and the remaining 50% of the new stock options will vest upon the 24-month anniversary of the new stock option grant date so long as you remain employed during that period. Generally, if your employment with us terminates, your new stock options will cease vesting, and any unvested portion of your new stock options will be cancelled as of your separation date. Accordingly, if you exchange eligible stock options for new stock options in the Exchange Offer and your employment with us terminates before the new stock options fully vest, you will forfeit any unvested portion of your new stock options even if the eligible stock options surrendered in the Exchange Offer were vested at the time of the exchange.

Nothing in the Exchange Offer should be construed to confer upon you the right to remain an employee of Starbucks or one of our subsidiaries. The terms of your employment with us remain unchanged. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain employed until the new stock option grant date or thereafter.

If the price of our common stock increases over time, the value of the new stock options that you receive in the Exchange Offer may ultimately be less than the value of the eligible stock options that you surrendered in the exchange.

We have designed the Exchange Offer to make the granting of the new stock options approximately accounting expense neutral to Starbucks. The exchange ratios being used in the Exchange Offer are designed to result in the fair value, using standard valuation techniques, of the new stock options being approximately equal to the fair value of the eligible stock options being surrendered for exchange (based on valuation assumptions made when the offer to exchange commences). As a result, you will be issued a lesser amount of new stock options than the eligible stock options you surrender for exchange.

Because you will receive a lesser amount of new stock options in the Exchange Offer than the eligible stock options you surrender for exchange, it is possible that, at some point in the future, your surrendered eligible stock options would have been economically more valuable than the new stock options granted in the Exchange Offer. For example, assume, for illustrative purposes only, that you surrender 200 eligible stock options with an exercise price of $25.00 per share, that you receive a grant of 63 new stock options and the exercise price of the new stock options is $10.00 per share, and two years after the new stock option grant date the price of our common stock had increased to $35.00 per share. Under this example, if you had kept your surrendered eligible stock options and sold all 200 of the underlying shares at $35.00 per share, you would have realized a pre-tax gain of $2,000 (i.e., 200 options multiplied by the $10 difference between the $35 market price and the $25 exercise price), but if you exchanged your eligible stock options and sold the 63 underlying shares subject to the new stock options, you would only realize a pre-tax gain of $1,575 (i.e., 63 options multiplied by a $25 difference between the $35 market price and the $10 exercise price).

If you are subject to non-U.S. tax laws, even if you are a resident of the United States, there may be tax, social insurance or other consequences for participating in the Exchange Offer.

If you are subject to the tax laws of another country, even if you are a resident of the United States, you should be aware that there may be tax, social insurance or other consequences that may apply to you. You

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should read the Schedules attached to this Offer to Exchange document. The Schedules to this Offer to Exchange document discuss the tax consequences and other issues related to participation in the Exchange Offer for your country of residence. You are encouraged to consult your own tax advisors to discuss these consequences.

Risks Related to Our Business and Common Stock

You should carefully review the risk factors contained in our periodic and other reports filed with the Securities and Exchange Commission (“SEC”), including those in our Annual Report on Form 10-K for the fiscal year ended September 28, 2008 and also the information provided in this Offer to Exchange document and the other materials that we have filed with the SEC, before making a decision on whether to surrender your eligible stock options for exchange. You may access these filings electronically at the SEC’s website at http://www.sec.gov or on our Investor Relations website at http://investor.starbucks.com. In addition, upon request we will provide you with a copy of any or all of the documents to which we have referred you (without charge to you). See Section 16, Additional Information, for more information regarding reports we filed with the SEC and how to obtain copies of or otherwise review these reports.

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THE EXCHANGE OFFER

MAY 1, 2009

Section 1.  Eligible Stock Options; Eligible Partners; Expiration Date

Upon the terms and subject to the conditions of the Exchange Offer, we are making an offer to eligible partners to exchange some or all of their eligible stock options (on a grant-by-grant basis) that are properly surrendered in accordance with Section 3, Procedures for Surrendering Eligible Stock Options, and not validly withdrawn pursuant to Section 4, Withdrawal Rights, before the expiration of the Exchange Offer for new stock options with an exercise price equal to the closing price of our common stock on the new stock option grant date (expected to be the next business day after the expiration of the Exchange Offer) as reported by the NASDAQ Global Select Market.

“Eligible stock options” are those stock options (a) with an exercise price greater than $19.00, which approximates the 52-week high trading price of our common stock as reported by the NASDAQ Global Select Market (measured from the commencement date of the Exchange Offer), and (b) that were granted prior to December 1, 2007. The foregoing exercise price per share threshold will be proportionately adjusted to reflect any stock split, reverse stock split, stock dividend, combination or reclassification of our common stock occurring after the commencement date and before the expiration date of the Exchange Offer. References to dollars (“$”) are to United States dollars.

You are an “eligible partner” if you are:

•  A U.S. or international partner who holds eligible stock options;

•  Employed on the date the Exchange Offer commences and remain employed through the date the new stock options are granted;

•  Eligible to participate in the 2005 Plan; and

•  Not a member of our senior leadership team or our Board of Directors. For purposes of the Exchange Offer, the senior leadership team will include our executive officers and other senior officers designated by the Compensation and Management Development Committee (the “Compensation Committee”) of our Board of Directors.

Although we intend to include all international partners, we may exclude otherwise eligible partners located outside the United States if, for any reason, we believe that their participation would be illegal, inadvisable or impractical. Partners who reside in the Netherlands must agree in writing to the terms of the tax ruling described in Schedule J in order to be eligible to participate in the Exchange Offer. We reserve the right to withdraw the Exchange Offer in any jurisdiction. If we withdraw the Exchange Offer in a particular jurisdiction, the Exchange Offer will not be made to, nor will surrenders of eligible stock options be accepted from or on behalf of, partners in that jurisdiction.

You will not be eligible to surrender eligible stock options or receive new stock options if you cease to be an eligible partner for any reason prior to the new stock option grant date, including a termination of your employment by reason of retirement, disability or death. If you are on an authorized leave of absence and are otherwise an eligible partner, you will be eligible to surrender eligible stock options for exchange in the Exchange Offer. If you surrender your eligible stock options and they are accepted and cancelled in the Exchange Offer and you are on an authorized leave of absence on the new stock option grant date, you will be entitled to receive new stock options on that date as long as you are otherwise eligible to participate in the 2005 Plan. Leave is considered “authorized” if it was approved in accordance with our policies.

If you choose to participate in the Exchange Offer and surrender eligible stock options for exchange, and if we accept your surrendered eligible stock options, you will receive new stock options that will have substantially the same terms and conditions as the eligible stock options you surrendered, except that:

•  You will receive a lesser amount of new stock options. The number of new stock options will be determined using an exchange ratio designed to result in a fair value, using standard valuation

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techniques, of the new stock options being approximately equal to the fair value of the stock options that are surrendered for exchange.

•  The exercise price for the new stock options will be equal to the closing price of Starbucks common stock on the date the new stock options are granted (expected to be the next business day after the expiration of the Exchange Offer) as reported on the NASDAQ Global Select Market. The Company expects the exercise price for the new stock options to be lower than the exercise price of the stock options that will be surrendered for exchange.

•  The new stock options will be subject to a two-year vesting period, even if all or a portion of the surrendered eligible stock options are already vested. Under this vesting schedule, 50% of the new stock options will vest upon the 12-month anniversary of the new stock option grant date and the remaining 50% of the new stock options will vest upon the 24-month anniversary of the new stock option grant date so long as you remain employed during that period.

•  Unlike other stock options granted by Starbucks, which generally have ten-year terms, the new stock options will have a term of seven years from the new stock option grant date.

•  The new stock options will be subject to the terms and conditions of the 2005 Plan and any applicable sub-plans adopted under the 2005 Plan.

The number of new stock options that you receive will depend on the exercise price(s) of the eligible stock options that you surrender for exchange and the applicable exchange ratios. The exchange ratios for the Exchange Offer are set forth below. Note that the exchange ratios apply to each of your stock option grants separately, which means that the various stock option grants you have received may be subject to different exchange ratios.

If the Per Share Exercise Price of an	The Exchange Ratio Is
Eligible Stock Option Grant Is	(Eligible Stock Options to New Stock Options)
$19.01 to $24.99		2.01-to-1
$25.00 to $29.99		3.19-to-1
$30.00 to $34.99		3.54-to-1
$35.00 and above		4.44-to-1

You can review a list of your eligible stock options and the exercise prices of such options at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. This information is also included in the paper election form included in the materials mailed to you along with this Offer to Exchange document.

The terms and conditions of the 2005 Plan differ in some respects from the terms and conditions of the Amended and Restated Key Employee Stock Option Plan-1994 (“1994 Plan”) and the 1991 Company-Wide Stock Option Plan (“1991 Plan”). For example, the 2005 Plan has a “double-trigger” for accelerated vesting in a change of control, meaning that unvested stock options vest immediately only if (a) there is a change of control and (b) if the options are assumed or substituted with stock options of the surviving company, the partner is terminated or resigns for good reason within one year after the change of control. In contrast, the 1994 Plan and 1991 Plan have “single-triggers” for accelerated vesting, meaning that outstanding unvested stock options generally vest immediately upon a change of control without condition. If you are surrendering eligible stock options granted under the 1994 Plan or the 1991 Plan, you should carefully read “Summary of the 2005 Plan” under Section 8, Source and Amount of Consideration; Terms of New Stock Options, and compare it to the terms and conditions of your eligible stock options set forth in the option agreements and option plans (including sub-plans) under which they were granted.

The Exchange Offer is scheduled to expire at 5:00 p.m., Pacific, on May 29, 2009, unless extended, in our sole discretion. See Section 14, Extension of the Exchange Offer; Termination; Amendment, for a description of our rights to extend, terminate and amend the Exchange Offer.

Nothing in the Exchange Offer should be construed to confer upon you the right to remain an employee of Starbucks or one of our subsidiaries. The terms of your employment with us remain unchanged. We cannot

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guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain employed until the new stock option grant date or thereafter.

WE DO NOT MAKE ANY RECOMMENDATION AS TO WHETHER YOU SHOULD PARTICIPATE IN THE EXCHANGE OFFER, NOR HAVE WE AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION. YOU SHOULD EVALUATE CAREFULLY ALL OF THE INFORMATION IN THIS OFFER TO EXCHANGE DOCUMENT AND YOU ARE ENCOURAGED TO CONSULT YOUR OWN TAX, FINANCIAL AND LEGAL ADVISORS AS YOU DEEM APPROPRIATE. YOU MUST MAKE YOUR OWN DECISION ON WHETHER TO SURRENDER YOUR ELIGIBLE STOCK OPTIONS FOR EXCHANGE.

Section 2.  Purpose of the Exchange Offer

We believe that an effective and competitive partner incentive program is imperative for the success of our business. We rely on our experienced and productive partners and their efforts to help us achieve our business objectives. At Starbucks, stock options constitute a key component of our incentive and retention programs because we believe that equity compensation encourages partners to act like owners of the business, motivating them to work toward our success and rewarding their contributions by allowing them to benefit from increases in the value of our shares. Our long-term incentive compensation program is broad-based, with approximately 96,000 partners in 15 countries at all levels, including qualified part-time partners, receiving equity awards in the most recent regular annual grant in November 2008.

Due to the significant decline of our stock price during the last few years, many of our partners now hold stock options with exercise prices significantly higher than the current market price of our common stock. For example, the closing price of our common stock on the NASDAQ Global Select Market on April 1, 2009 was $11.17, whereas the weighted average exercise price of all outstanding options held by our partners was $17.41. As of April 1, 2009, approximately 52% of outstanding stock options held by our partners were underwater, meaning that the exercise prices of the stock options were greater than our then-current stock price. Although we continue to believe that stock options are an important component of our partners’ total compensation, many of our partners view their existing stock options as having little or no value due to the significant difference between the exercise prices and the current market price of our common stock. As a result, for many partners, these stock options are ineffective at providing the incentives and retention value that we believe are necessary to motivate and retain our partners.

We believe that the Exchange Offer is important for the Company because it will permit us to:

•  Provide renewed incentives to our partners who participate in the Exchange Offer. We believe the Exchange Offer will enable us to enhance long-term shareholder value by providing greater assurance that we will be able to retain experienced and productive partners, by improving the morale of our partners, and by aligning the interests of our partners more fully with the interests of our shareholders.

•  Meaningfully reduce the total number of outstanding stock options relative to our outstanding shares of common stock, or “overhang,” by replacing the eligible stock options with a lesser number of new stock options with a lower exercise price. Stock options with exercise prices significantly higher than our current stock price do not serve the interests of our shareholders, nor do they provide the benefits intended by our equity compensation program. The overhang represented by the new stock options granted pursuant to the Exchange Offer will reflect an appropriate balance between our goals for our equity compensation program and our interest in minimizing our overhang.

•  Recapture value from compensation costs that we already are incurring with respect to outstanding underwater stock options. We believe it is not an efficient use of our resources to recognize compensation expense on stock options that are not perceived by our partners as providing value. By replacing stock options that have little or no retention or incentive value with stock options that will provide both retention and incentive value while not creating additional compensation expense (other than immaterial expense that might result from fluctuations in our stock price after the exchange ratios are set), we will be making efficient use of our resources.

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Section 3.  Procedures for Surrendering Eligible Stock Options

If you are an eligible partner and you wish to surrender any of your eligible stock options for exchange in the Exchange Offer, you must notify BNYMellon of your election before the Exchange Offer expires at 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). If we extend the Exchange Offer beyond that time, you may surrender your eligible stock options for exchange at any time until the extended expiration date of the Exchange Offer.

You will be permitted to exchange your eligible stock options for new stock options on a grant-by-grant basis. No partial exchanges of a stock option grant will be permitted. If you elect to exchange an eligible stock option grant, you must exchange the entire outstanding (i.e., unexercised) portion of that eligible stock option grant. If you elect to surrender one eligible stock option grant in the Exchange Offer, you do not need to surrender any other eligible stock options you may hold. If you attempt to exchange a portion but not all of an outstanding eligible stock option grant, your election form will be rejected.

Proper Surrender of Eligible Stock Options.  If you are an eligible partner and you wish to surrender any of your eligible stock options for exchange in the Exchange Offer, you must notify BNYMellon of your election to exchange such stock options before the Exchange Offer expires. You may notify BNYMellon of your election in one of the following two ways:

•  By making an election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. Your online election must be submitted before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

•  By completing and returning the paper election form included in the materials mailed to you with this Offer to Exchange document, and delivering it to BNYMellon according to the instructions contained in the materials so that BNYMellon receives it before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). You must allow for delivery time based on the method of submission that you choose to ensure that BNYMellon receives your election form by the deadline.

Submissions by any other means, including delivery directly to Starbucks or its subsidiaries, will NOT be accepted.

Included in the materials mailed to you along with this Offer to Exchange document is your nine-digit Personal Identification Number (PIN). You will need your PIN to gain access to your personal information on the Stock Option Exchange Program Website and to make your online elections with respect to the Exchange Offer. If you lose, cannot remember or otherwise have difficulties with your PIN, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

•  From within North America: 1-866-221-4118

•  From outside North America (other than Chile): 800-327-61460

•  From Chile: (201) 680-6875

•  TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday — Friday, Pacific)

With respect to paper election form submissions, except as described in the following two sentences, the election form must be signed by the eligible partner who surrenders the eligible stock options exactly as the eligible partner’s name appears on the stock option agreement relating to the eligible stock options. If the eligible partner’s name has been legally changed since the stock option agreement was signed, proof of the legal name change must be submitted with the election form. If the signature is by an attorney-in-fact or another person acting in a fiduciary or representative capacity, the signer’s full title and proper evidence of the authority of such person to act in such capacity must be identified on the election form. You do not need to

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return your stock option agreement(s) relating to any surrendered eligible stock options, as they will be cancelled automatically if we accept your eligible stock options for exchange.

You can check the Election Confirmation page on the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks, at any time to see your current election(s). Additionally, if you notify BNYMellon of your election to participate in the Exchange Offer by submitting a paper election form, BNYMellon will mail you confirmation of receipt of your paper election form shortly after it is received. We filed a form of this confirmation with the SEC as an exhibit to the Tender Offer Statement on Schedule TO of which this Offer to Exchange document is a part (“Schedule TO”). You will not receive confirmation in the mail for elections made online.

Your eligible stock options will not be considered surrendered until BNYMellon receives your properly submitted election form (either online at the Stock Option Exchange Program Website or via a paper election form). Your properly submitted election form must be received before 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). If you miss the deadline or submit an election form that is not properly completed as of the deadline, you will not be permitted to participate in the Exchange Offer. You are responsible for making sure that the election form is properly completed and received by BNYMellon by the deadline.

Determination of Validity; Rejection of Eligible Stock Options; Waiver of Defects; No Obligation to Give Notice of Defects.  We will determine all questions as to form of documents and the validity, form, eligibility, time of receipt and acceptance of any surrendered eligible stock options. Neither Starbucks nor any other person is obligated to give notice of any defects or irregularities in surrenders. No surrender of eligible stock options will be deemed to have been properly made until all defects or irregularities have been cured by the eligible partner surrendering stock options unless waived by us. Subject to any order or decision by a court or arbitrator of competent jurisdiction, our determination of these matters will be final and binding on all parties. This is a one-time offer, and we will strictly enforce the Exchange Offer period, subject only to any extension of the expiration date of the Exchange Offer that we may grant in our sole discretion. Subject to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we also reserve the right to waive any of the conditions of the Exchange Offer or any defect or irregularity in any surrender with respect to any particular eligible stock options or any particular eligible partner.

Our Acceptance Constitutes an Agreement.  Your surrender of eligible stock options pursuant to the procedures described above constitutes your acceptance of the terms and conditions of the Exchange Offer and will be controlling, absolute and final, subject to your withdrawal rights under Section 4, Withdrawal Rights, and our acceptance of your surrendered eligible stock options in accordance with Section 5, Acceptance of Eligible Stock Options; New Stock Options. Our acceptance for exchange of eligible stock options surrendered by you pursuant to the Exchange Offer will constitute a binding agreement between Starbucks and you upon the terms and subject to the conditions of the Exchange Offer.

Subject to our rights to terminate and amend the Exchange Offer in accordance with Section 6, Conditions of the Exchange Offer, we expect to accept and cancel on the day the Exchange Offer expires all properly surrendered eligible stock options that have not been validly withdrawn, and we also expect to grant the new stock options on the next business day following the expiration date of the Exchange Offer. You will receive new stock option agreements governing the terms of the new stock options granted to you, which will be delivered to you as soon as reasonably practicable following the new stock option grant date. If the expiration date of the Exchange Offer is extended, then the cancellation date and the new stock option grant date will be similarly extended.

Section 4.  Withdrawal Rights

If you elect to surrender eligible stock options and later change your mind, you may withdraw your surrendered eligible stock options by notifying BNYMellon of your election to withdraw such stock options

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before the Exchange Offer expires. You may notify BNYMellon of your withdrawal election in one of the following two ways:

•  By revising your election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. Your online withdrawal election must be submitted before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

•  By completing and returning the paper notice of withdrawal included in the materials mailed to you with this Offer to Exchange document, and delivering it to BNYMellon according to the instructions contained in the materials so that BNYMellon receives it before the expiration deadline of 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). You must allow for delivery time based on the method of submission that you choose to ensure that BNYMellon receives your withdrawal election by the deadline.

Submissions by any other means, including delivery directly to Starbucks or its subsidiaries, will NOT be accepted.

Please note that, just as you may not surrender only part of an eligible stock option grant, you may also not withdraw your election with respect to only a portion of an eligible stock option grant. If you elect to withdraw a previously surrendered eligible stock option grant, you must withdraw with respect to the entire eligible stock option grant, but need not withdraw any other eligible stock option grants previously surrendered.

Your withdrawal election must specify the eligible stock option grants to be withdrawn. With respect to paper notices of withdrawal, except as described in the following two sentences, the notice of withdrawal must be signed by the eligible partner who surrendered the eligible stock options to be withdrawn exactly as such eligible partner’s name appears on the stock option agreement relating to the eligible stock options. If the eligible partner’s name has been legally changed since the stock option agreement was signed, proof of the legal name change must be submitted with the withdrawal election form. If the signature is by an attorney-in-fact or another person acting in a fiduciary or representative capacity, the signer’s full title and proper evidence of the authority of such person to act in such capacity must be identified on the notice of withdrawal.

You can check the Election Confirmation page on the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks, at any time to see your current election(s). Additionally, if you notify BNYMellon of your election to withdraw previously surrendered eligible stock options by submitting a paper notice of withdrawal, BNYMellon will mail you confirmation of receipt of your paper notice of withdrawal shortly after it is received. We filed a form of this confirmation with the SEC as an exhibit to the Schedule TO. You will not receive a confirmation in the mail for withdrawal elections made online.

Your surrendered eligible stock options will not be considered withdrawn until BNYMellon receives your properly submitted withdrawal election (either online at the Stock Option Exchange Program Website or via a paper notice of withdrawal). If you miss the deadline for notifying BNYMellon of your withdrawal election but remain an eligible partner, any previously surrendered eligible stock options will be cancelled and exchanged pursuant to the Exchange Offer. You are responsible for making sure that the election to withdraw is properly completed and received by BNYMellon by the deadline.

Once you have withdrawn eligible stock options, you may again surrender these stock options for exchange by following the procedures for properly surrendering eligible stock options as described in Section 3, Procedures for Surrendering Eligible Stock Options, prior to the deadline noted above.

Neither Starbucks nor any other person is obligated to give notice of any defects or irregularities in any notice of withdrawal. No withdrawals will be deemed to have been properly made until all defects or irregularities have been cured by the eligible partner making the withdrawal election unless waived by us. We will determine all questions as to the form and validity, including time of receipt, of notices of withdrawal.

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Subject to any order or decision by a court or arbitrator of competent jurisdiction, our determinations of these matters will be final and binding.

Section 5.  Acceptance of Eligible Stock Options; New Stock Options

Upon the terms and subject to the conditions of the Exchange Offer, we expect to accept for exchange all eligible stock options properly surrendered and not validly withdrawn by the expiration of the Exchange Offer, which is currently scheduled to expire at 5:00 p.m., Pacific, on May 29, 2009. Once we have accepted your surrendered eligible stock options, such options will be cancelled and you will no longer have any rights under the surrendered eligible stock options. We expect to grant the new stock options on the next business day following the expiration date of the Exchange Offer. You will receive new stock option agreement(s) governing the terms of the new stock options granted to you, which we will distribute promptly following the expiration date of the Exchange Offer. If the expiration date of the Exchange Offer is extended, then the cancellation date and new stock option grant date will be similarly extended.

If you have surrendered eligible stock options for exchange in the Exchange Offer and your employment with us terminates for any reason before the new stock option grant date, you will no longer be eligible to participate in the Exchange Offer, and we will not accept your eligible stock options for exchange. In that case, generally, you may exercise your existing stock options for a limited time after your separation date to the extent they are vested and in accordance with the terms and conditions of your existing stock options.

Section 6.  Conditions of the Exchange Offer

We will not accept any eligible stock options surrendered pursuant to the Exchange Offer, and we may terminate or amend the Exchange Offer or postpone our acceptance of any eligible stock options surrendered pursuant to the Exchange Offer, in each case, subject to Rule 13e-4(f)(5) under the Exchange Act, if at any time on or after May 1, 2009, and before the expiration of the Exchange Offer, any of the following events have occurred, or have been reasonably determined by us to have occurred, and, in our reasonable judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission by us), the occurrence of such event or events makes it inadvisable for us to proceed with the Exchange Offer or with our acceptance of the eligible stock options surrendered pursuant to the Exchange Offer:

(a) There shall have been threatened or instituted or be pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Exchange Offer, the cancellation of surrendered eligible stock options and the grant of new stock options pursuant to the Exchange Offer, or otherwise relates in any manner to the Exchange Offer or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or other), operating results, operations or prospects, or otherwise materially impair in any way the contemplated future conduct of our business or materially impair the contemplated benefits of the Exchange Offer to us;

(b) There shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Exchange Offer or us, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:

•  make the cancellation of surrendered eligible stock options and the grant of new stock options in exchange therefor illegal or otherwise restrict or prohibit consummation of the Exchange Offer or otherwise relate in any manner to the Exchange Offer; or

•  materially and adversely affect our business, condition (financial or other), operating results, operations or prospects, or otherwise materially impair in any way the contemplated future conduct of our business or materially impair the contemplated benefits of the Exchange Offer to us;

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(c) There shall have occurred:

•  any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;

•  any significant change in the market price of the shares of our common stock or any change in the general political, market, economic or financial conditions in the United States or abroad that could, in our reasonable judgment, have a material adverse effect on our business, condition (financial or other), operating results, operations or prospects or on the trading in our common stock, or that, in our reasonable judgment, makes it inadvisable to proceed with the Exchange Offer;

•  in the case of any of the foregoing existing at the time of the commencement of the Exchange Offer, a material acceleration or worsening thereof; or

•  any change in either the Dow Jones Industrial Average, the NASDAQ Global Select Market or the Standard & Poor’s Index of 500 by an amount in excess of 10% measured during any time period after the close of business on May 1, 2009;

(d) There shall have occurred any change in U.S. generally accepted accounting principles or the application or interpretation thereof that could or would require us for financial reporting purposes to record compensation expenses against our operating results in connection with the Exchange Offer that would be in excess of any compensation expenses that we would be required to record under U.S. generally accepted accounting principles in effect at the time we commence the Exchange Offer;

(e) There shall have been proposed, announced or made by another person or entity a tender or exchange offer with respect to some or all of our outstanding common stock, or a merger or acquisition proposal for us, or it shall have been publicly disclosed, or we shall have learned that:

•  any person, entity or “group,” within the meaning of Section 13(d)(3) of the Exchange Act, shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares of our common stock, or any new group shall have been formed that beneficially owns more than 5% of the outstanding shares of our common stock, other than any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC before May 1, 2009;

•  any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC before May 1, 2009 shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares of our common stock; or

•  any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or made a public announcement reflecting an intent to acquire us or any of our assets or securities;

(f) There shall have occurred any change or changes in our business, condition (financial or other), assets, operating results, operations, prospects or stock ownership as a result of unforeseen significant events beyond our control that, in our reasonable judgment, are or may be material to us or otherwise make it inadvisable for us to proceed with the Exchange Offer; or

(g) There shall have been enacted, enforced or deemed applicable to Starbucks any rules, regulations or actions by any governmental authority, the NASDAQ Global Select Market or any other regulatory or administrative authority of any national securities exchange that make it inadvisable for us to proceed with the Exchange Offer.

The conditions of the Exchange Offer are for our benefit. We may assert the conditions in our discretion, regardless of the circumstances giving rise to them, at any time before the expiration of the Exchange Offer. We may waive them, in whole or in part, at any time and from time to time before the expiration of the Exchange Offer, in our discretion, whether or not we waive any other condition to the Exchange Offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. The waiver of any of these rights with respect to particular facts and circumstances will not be deemed a waiver with

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respect to any other facts and circumstances. Any determination we make concerning the events described in this Section 6 may be challenged by an eligible partner only in a court of competent jurisdiction. A nonappealable determination with respect to such matter by a court of competent jurisdiction will be final and binding on all persons.

Section 7.  Price Range of Our Common Stock

The eligible stock options give eligible partners the right to acquire shares of our common stock. None of the eligible stock options are traded on any trading market.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “SBUX.” The following table shows the quarterly high and low closing sale prices per share of our common stock during the periods indicated.

	High		Low
Fiscal Year Ending September 27, 2009:
Second Quarter	$	12.39	$	8.27
First Quarter	$	14.87	$	7.17
Fiscal Year Ended September 28, 2008:
Fourth Quarter	$	16.92	$	13.58
Third Quarter	$	18.60	$	15.66
Second Quarter	$	20.47	$	16.80
First Quarter	$	26.84	$	20.03
Fiscal Year Ended September 30, 2007:
Fourth Quarter	$	28.89	$	25.87
Third Quarter	$	31.84	$	25.54
Second Quarter	$	36.29	$	29.32
First Quarter	$	39.43	$	33.62

As of April 1, 2009, the number of shareholders of record of our common stock was approximately 21,500, and the number of outstanding shares of our common stock was 734,868,373. On April 1, 2009, the closing price of our common stock as reported on the NASDAQ Global Select Market was $11.17 per share. We recommend that you obtain current market quotations for our common stock before deciding whether to surrender your eligible stock options in the Exchange Offer.

The price of our common stock has been, and in the future may be, volatile and could appreciate or decline from the current market price. The trading price of our common stock has fluctuated in the past and is expected to continue to do so in the future as a result of a number of factors, both within our control and outside our control. In addition, the stock market has experienced extreme price and volume fluctuations, particularly in the current economic climate, that have affected the market prices of many companies and that have often been unrelated or disproportionate to the operating performance of those companies.

Starbucks has never paid any dividends on its common stock and does not currently anticipate paying a cash dividend in the near future.

Section 8.  Source and Amount of Consideration; Terms of New Stock Options

Consideration.  For the eligible stock options that were granted under the 2005 Plan, the 1994 Plan or the 1991 Plan (all three together, the “Plans”), subject to the terms of the Exchange Offer, the new stock options granted in exchange for the eligible stock options will be issued under the 2005 Plan and any applicable sub-plans to the 2005 Plan. As of April 1, 2009, there were outstanding eligible stock options held by 52,976 eligible partners to purchase an aggregate of 23,215,362 shares of our common stock with a weighted average exercise price of $28.68 per share, all of which were issued under the Plans.

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We have designed the Exchange Offer to make the granting of the new stock options approximately accounting expense neutral to Starbucks. The exchange ratios being used in the Exchange Offer are designed to result in the fair value, using standard valuation techniques, of the new stock options being approximately equal to the fair value of the eligible stock options being surrendered for exchange. The exchange ratios have been established by grouping together eligible stock options with similar exercise prices and assigning an appropriate exchange ratio to each grouping. The exchange ratios used to determine the actual number of new stock options to be granted are based on the fair value of the eligible stock options (calculated using Monte Carlo and binomial models) within the relevant grouping. The calculation of fair value using the Monte Carlo and binomial models takes into account many variables, such as the volatility of our stock and the expected term of an option. As a result, the exchange ratios do not necessarily increase as the exercise price of the option increases. Setting the exchange ratios in this manner is intended to result in the issuance of new stock options that have a fair value at the time of exchange approximately equal to the fair value of the surrendered eligible stock options they replace. See Section 1, Eligible Stock Options; Eligible Partners; Expiration Date, for a table showing the exchange ratios for the Exchange Offer.

We will not issue any fractional stock options in the Exchange Offer. If, after the exchange of eligible stock options in any particular stock option grant, you would be left with a fractional stock option, we will round such fractional stock option to the nearest whole stock option (greater than or equal to 0.5 is rounded up to the nearest whole stock option and less than 0.5 is rounded down to the nearest whole stock option). Based on this rounding convention, you will not be able to surrender for exchange any otherwise eligible stock option grant that does not have sufficient underlying stock options to result in at least 0.5 new stock options after the exchange (which would be rounded up to one whole new stock option).

Terms of New Stock Option Grants.  If we accept the surrender of your eligible stock options for exchange, then those eligible stock options will, on the expiration of the Exchange Offer, be cancelled and replaced with new stock option grants on the new stock option grant date, which we expect to be the next business day following the expiration of the Exchange Offer. The new stock options, which will be granted under the 2005 Plan, will have a new exercise price per share equal to the closing price per share of our common stock on the new stock option grant date as reported on the NASDAQ Global Select Market. In addition, each new stock option will have a new two-year vesting schedule and a new term of seven years from the date of grant. Finally, the new stock options will be treated as nonqualified stock options for U.S. tax purposes. The eligible stock options surrendered for exchange will be cancelled, and all shares of common stock that were subject to the surrendered eligible stock options will again become available for future awards under the 2005 Plan, including for the grants of new stock options in the Exchange Offer.

The total number of shares that may be issued pursuant to the new stock options granted in the Exchange Offer will depend on the rate of participation by eligible partners. Assuming all eligible stock options that were outstanding as of April 1, 2009 are surrendered in the Exchange Offer, new stock options to purchase 8,045,537 shares would be granted in the exchange.

The terms and conditions of your eligible stock options are set forth in the option agreements and the option plans (including any sub-plans) under which they were granted.

Participation in the Exchange Offer will not create any contractual or other right of the surrendering eligible partners to receive any future grants of stock options, restricted stock units or other stock-based compensation. The Exchange Offer does not change the “at-will” nature of an eligible partner’s employment with us or any of our subsidiaries, and an eligible partner’s employment may be terminated by us, by our subsidiaries or by the partner at any time, for any reason, with or without cause, subject to the requirements of local law and the terms of any employment agreement.

NOTHING IN THE EXCHANGE OFFER SHOULD BE CONSTRUED TO CONFER UPON YOU THE RIGHT TO REMAIN AN EMPLOYEE OF STARBUCKS OR ONE OF OUR SUBSIDIARIES. THE TERMS OF YOUR EMPLOYMENT WITH US REMAIN UNCHANGED. WE CANNOT GUARANTEE OR PROVIDE YOU WITH ANY ASSURANCE THAT YOU WILL NOT BE SUBJECT TO INVOLUNTARY TERMINATION OR THAT YOU WILL OTHERWISE REMAIN EMPLOYED UNTIL THE NEW STOCK OPTION GRANT DATE OR THEREAFTER.

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New stock options will be granted under the 2005 Plan. The following is a description of the principal features of the 2005 Plan that apply to stock options granted under the 2005 Plan. The description of the 2005 Plan is subject to, and qualified in its entirety by reference to, the actual provisions of the 2005 Plan. The 2005 Plan has been filed as Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on March 20, 2009. Upon request, we will provide you, without charge, with a copy of the 2005 Plan. Please direct your requests to Stock Administration in the Partner Resources Department at 2401 Utah Avenue South (MS: S-HR3), Seattle, WA 98134, or email at stockadm@starbucks.com.

Summary of the 2005 Plan

The following is a summary of the material terms relating to option grants under the 2005 Plan and is qualified in its entirety by reference to the 2005 Plan.

Administration.  The Compensation Committee administers the 2005 Plan, with certain actions subject to the review and approval of the full Board of Directors or a panel consisting of all of the independent directors. The Compensation Committee has full power and authority to determine when and to whom awards will be granted, including the type, amount, form of payment and other terms and conditions of each award, consistent with the provisions of the 2005 Plan. In addition, the Compensation Committee has the authority to interpret the 2005 Plan and the awards granted under the plan and to establish rules and regulations for the administration of the plan. The Compensation Committee may delegate the administration of the plan to our officers, including the maintenance of records of the awards and the interpretation of the terms of the awards.

Eligible Participants.  Any partner, officer, consultant or director providing services to Starbucks or to any affiliate of Starbucks, who is selected by the Compensation Committee, is eligible to receive awards under the 2005 Plan.

Shares Available for Awards.  The aggregate number of shares of common stock issuable under the 2005 Plan is 82,062,293. The maximum aggregate number of shares of common stock that may be granted as incentive stock options is 42 million. The aggregate number of shares of common stock that may be granted to any one participant in any one year under the 2005 Plan is 3.5 million. The Compensation Committee may adjust the aggregate number of shares reserved for issuance under the 2005 Plan in the case of a stock dividend or other distribution, including a stock split, merger, extraordinary dividend or other similar corporate transaction or event, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under the plan. If any shares of common stock subject to any award or to which an award relates, granted under the 2005 Plan, 1994 Plan, 1991 Plan, or the Amended and Restated 1989 Stock Option Plan for Non-Employee Directors are forfeited or become unexercisable, or if any award terminates without the delivery of any shares, the shares of common stock previously set aside for such awards will be available for future awards under the 2005 Plan. The aggregate number of shares of common stock that may be issued under the 2005 Plan will be reduced by one share for each share delivered in settlement of a stock option.

Types of Awards and Terms and Conditions.  The 2005 Plan permits the grant of the following types of awards: (a) nonqualified stock options; (b) incentive stock options; (c) restricted stock; (d) restricted stock units; and (e) stock appreciation rights (“SARs”). Awards may be granted alone, in addition to, or in combination with any other award granted under the 2005 Plan.

Stock Options.  The holder of a stock option will be entitled to purchase a number of shares of common stock at a specified exercise price during a specified time period, all as determined by the Compensation Committee. The stock option exercise price may be payable either in cash or, at the discretion of the Compensation Committee, in shares of common stock having a fair market value on the exercise date equal to the exercise price.

Change of Control.  In the event of a change of control of the Company (as defined in the 2005 Plan), subject to limitations and restrictions as more fully described in the 2005 Plan:

•  Stock options and SARs may become fully vested and immediately exercisable;

•  Restriction periods and restrictions imposed on restricted stock or restricted stock units that are not performance-based may lapse; and

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•  Restrictions and deferral limitations and other conditions applicable to other awards may lapse, and the awards may become free of restrictions, limitations or conditions and become fully vested and transferable.

Generally, accelerated vesting or lapse of restrictions on awards held by a partner will occur only if a partner’s employment is terminated within a year after a change of control, the acquiring company does not assume outstanding awards or substitute equivalent awards, or other conditions in the 2005 Plan are satisfied.

Termination of Employment.  Vested awards granted under the 2005 Plan will expire, terminate or otherwise be forfeited as follows (subject to different terms that may apply under applicable sub-plans to the 2005 Plan):

•  Three months (or 90 days) after termination of a participant, including voluntary termination by the participant, other than in the circumstances described below;

•  Upon termination of a partner for misconduct (as defined in the 2005 Plan);

•  12 months after the date on which a participant, other than a non-employee director, suffers total or permanent disability (as defined in the 2005 Plan);

•  12 months after the death of a participant; or

•  36 months after the date of the participant’s retirement (as defined in the 2005 Plan).

Duration, Termination and Amendment.  The 2005 Plan will terminate on the tenth anniversary of the date our shareholders approved the plan, unless terminated by the Board of Directors or the Compensation Committee earlier or extended by an amendment approved by the our shareholders. No awards may be made after the termination date. However, unless otherwise expressly provided in an applicable award agreement, any award granted under the 2005 Plan prior to the termination date may extend beyond that date through the award’s normal expiration date. The Board of Directors, and the Compensation Committee, may generally amend or terminate the 2005 Plan as determined to be advisable. Shareholder approval may also be required for certain amendments by the Internal Revenue Code, rules of the NASDAQ Global Select Market, or rules of the SEC. The Board of Directors or the Compensation Committee has specific authority to amend the 2005 Plan without shareholder approval to comply with legal, regulatory and listing requirements and to avoid unanticipated consequences determined to be inconsistent with the purpose of the plan or any award agreement.

Transferability of Awards.  Unless otherwise provided by the Compensation Committee, awards under the 2005 Plan may be transferred only by will or the laws of descent and distribution. The Compensation Committee may permit further transferability pursuant to conditions and limitations that it may impose, except that no transfers for consideration will be permitted.

Prohibition on Repricing Awards.  Without the approval of our shareholders, no stock option or SAR may be amended to reduce its exercise price or grant price and no stock option or SAR may be cancelled and replaced with a stock option or SAR having a lower exercise price. However, based on the approval of our shareholders of the proposal to amend the existing equity plans to allow for a one-time exchange offer, the Compensation Committee can provide for, and we can implement, this one-time-only Exchange Offer.

Tax Withholding.  We are authorized to withhold from any award granted or payment due under the 2005 Plan the amount of any withholding taxes due in respect of the award and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. The Compensation Committee is authorized to establish procedures for election by participants to satisfy their obligations for the payment of withholding taxes by delivery of shares of Starbucks common stock or by directing us to retain stock otherwise deliverable in connection with the award.

Section 9.   Information Concerning Us; Financial Information

Information Concerning Us.  Starbucks Corporation was formed in 1985 and today is the world’s leading roaster and retailer of specialty coffee. Starbucks (together with its subsidiaries) purchases and roasts high-

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quality whole bean coffees and sells them, along with fresh, rich-brewed coffees, Italian-style espresso beverages, cold blended beverages, a variety of complementary food items, a selection of premium teas, and coffee-related accessories and equipment, primarily through Company-operated retail stores. Starbucks also sells coffee and tea products and licenses its trademark through other channels such as licensed retail stores, and through certain of its equity investees and licensees, it produces and sells a variety of ready-to-drink beverages. All channels outside the Company-operated retail stores are collectively known as specialty operations.

Financial Information.  We have presented below a summary of our consolidated financial data. The following summary consolidated financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2008 and with “Part I. Financial Information” of our Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2008, both of which are incorporated herein by reference. The selected consolidated statements of earnings data for the fiscal years ended September 28, 2008 and September 30, 2007 and the selected consolidated balance sheet data as of September 28, 2008 and September 30, 2007 are derived from our audited consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2008. The selected consolidated statements of earnings data for the fiscal quarters ended December 28, 2008 and December 30, 2007 and the selected consolidated balance sheet data as of December 28, 2008 and December 30, 2007 are derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2008. Our interim results are not necessarily indicative of results for the full fiscal year, and our historical results are not necessarily indicative of the results to be expected in any future period.

Summary Consolidated Statements of Earnings and Balance Sheets (amounts in millions,
except per share data):

					Three Months		Three Months
	Fiscal Year Ended				Ended		Ended
	September 28,		September 27,		December 28,		December 30,
	2008		2007		2008		2007
Consolidated Statements of Earnings:
Total net revenues	$	10,383.0	$	9,411.5	$	2,615.2	$	2,767.6
Operating income	$	503.9	$	1,053.9	$	117.7	$	333.1
Earnings before income taxes	$	459.5	$	1,056.3	$	98.3	$	326.7
Net earnings	$	315.5	$	672.6	$	64.3	$	208.1
Net earnings per common share
Basic	$	0.43	$	0.90	$	0.09	$	0.28
Diluted	$	0.43	$	0.87	$	0.09	$	0.28
Weighted average shares outstanding
Basic		731.5		749.8		736.3		731.6
Diluted		741.7		770.1		739.1		744.9

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					Three Months
	Fiscal Year Ended				Ended
	September 28,		September 27,		December 28,
	2008		2007		2008
Consolidated Balance Sheet
Total current assets	$	1,748.0	$	1,696.5	$	1,693.9
Total assets	$	5,672.6	$	5,343.9	$	5,530.4
Total current liabilities	$	2,189.7	$	2,155.6	$	1,953.0
Total liabilities	$	3,181.7	$	3,059.8	$	2,945.8
Total shareholder’s equity	$	2,490.9	$	2,284.1	$	2,584.6

Ratio of Earnings to Fixed Charges.  The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For the purposes of computing the ratio of earnings to fixed charges, earnings represent income from continuing operations before provision for income taxes and cumulative effect of accounting change. Fixed charges consist of interest and debt expense, including amortization of debt-related expenses and interest capitalized during the period, as well as the interest portion of rental expense.

	Fiscal Year		Fiscal Year		Fiscal Quarter
	Ended		Ended		Ended
	September 28,		September 30,		December 28,
	2008		2007		2008
Ratio of earnings to fixed charges		2.3		4.9		2.3

Book Value Per Share.  Our book value per share as of our most recent balance sheet dated December 28, 2008 was $3.50.

Additional Information.  For more information about us, please refer to our Annual Report on Form 10-K for the fiscal year ended September 28, 2008, our Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2008 and our other filings made with the SEC. We recommend that you review the materials that we have filed with the SEC before making a decision on whether or not to surrender your eligible stock options for exchange. We will also provide without charge to you, upon request, a copy of any or all of the documents to which we have referred you. See Section 16, Additional Information, for more information regarding reports we file with the SEC and how to obtain copies of or otherwise review such reports.

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Section 10.   Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities

The members of our Board of Directors and our executive officers, and their respective positions and offices as of April 1, 2009, are set forth in the following table (the address of each of the persons set forth below is 2401 Utah Avenue South, Seattle, Washington 98134):

Name	Age		Position and Offices Held
Howard Schultz		55	chairman, president and chief executive officer
Clifford Burrows		49	president, Starbucks Coffee U.S.
Martin Coles		53	president, Starbucks Coffee International
John Culver		48	executive vice president; president, Global Consumer Products, Foodservice and Seattle’s Best Coffee
Arthur Rubinfeld		55	president, Global Development
Troy Alstead		46	executive vice president, chief financial officer and chief administrative officer
Paula E. Boggs		49	executive vice president, general counsel and secretary
Michelle Gass		41	executive vice president, Marketing and Category
Peter D. Gibbons		48	executive vice president, Global Supply Chain Operations
Dorothy J. Kim		46	executive vice president, Global Strategy, Office of the ceo
Barbara Bass		58	director
William W. Bradley		65	director
Mellody Hobson		39	director
Kevin R. Johnson		48	director
Olden Lee		67	director
Sheryl Sandberg		39	director
James G. Shennan, Jr.		67	director
Javier G. Teruel		58	director
Myron E. Ullman, III		62	director
Craig E. Weatherup		63	director

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As of April 1, 2009, our current executive officers and members of our Board of Directors as a group beneficially owned outstanding options to purchase an aggregate of 19,306,466 shares of our common stock under our equity plans, which represented approximately 23.89% of the shares of common stock subject to all options outstanding under such plans as of that date. Our executive officers (as members of the senior leadership team) and members of our Board of Directors are not eligible to participate in the Exchange Offer. The following table shows the holdings of options to purchase our common stock as of April 1, 2009 by each director and each executive officer of Starbucks.

	Aggregate Number of		Percentage of Total
	Stock Options		Outstanding Stock
Name	Beneficially Owned		Options
Howard Schultz		12,029,539		14.89
Clifford Burrows		478,067		0.59
Martin Coles		1,133,431		1.40
John Culver		202,395		0.25
Arthur Rubinfeld		277,275		0.34
Troy Alstead		641,893		0.79
Paula E. Boggs		792,220		0.98
Michelle Gass		239,765		0.30
Peter D. Gibbons		159,857		0.20
Dorothy J. Kim		540,223		0.67
Barbara Bass		599,371		0.74
William W. Bradley		191,154		0.24
Mellody Hobson		210,867		0.26
Kevin R. Johnson		0		0.00
Olden Lee		272,225		0.34
Sheryl Sandberg		0		0.00
James G. Shennan, Jr.		424,491		0.53
Javier G. Teruel		210,867		0.26
Myron E. Ullman, III		272,225		0.34
Craig E. Weatherup		630,601		0.78

Except as otherwise described in the Exchange Offer or in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended September 28, 2008, and other than outstanding stock options and other stock awards granted from time to time to our executive officers and directors under our equity incentive plans, neither we nor, to the best of our knowledge, any of our executive officers or directors is a party to any agreement, arrangement or understanding with respect to any of our securities, including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of any of our securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations, except that Mr. Schultz has pledged 5,446,624 shares to secure a line of credit. In addition, neither we nor, to the best of our knowledge, any of our executive officers or directors or any affiliates of ours were engaged in transactions involving stock options or our common stock during the 60 days before the commencement of the Exchange Offer, other than the grant of 51,398 stock options (with an exercise price of $11.14) to John Culver on March 17, 2009 in connection with his promotion to executive vice president; president, Global Consumer Products, Foodservice and Seattle’s Best Coffee.

Section 11.   Status of Eligible Stock Options Acquired by Us in the Exchange Offer; Accounting Consequences of the Exchange Offer

Eligible stock options that we accept for exchange pursuant to the Exchange Offer will be cancelled as of the expiration date of the Exchange Offer, and all shares of common stock that were subject to such surrendered eligible stock options will again become available for future awards under the 2005 Plan, including for the grants

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of new stock options in the Exchange Offer. As a result of the Exchange Offer, the pool of shares available for the grant of future awards under the 2005 Plan will be increased by that number of shares equal to the difference between (a) the number of shares subject to surrendered eligible stock options issued under the Plans and (b) the number of shares subject to the new stock options issued in the exchange under the 2005 Plan.

Under Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment,” the exchange of options in the Exchange Offer is treated as a modification of the existing stock options for accounting purposes. Accordingly, we will recognize the unamortized compensation cost of the surrendered eligible stock options, as well as the incremental compensation cost of the new stock options granted in the Exchange Offer, ratably over the vesting period of the new stock option grants. The incremental compensation cost will be measured as the excess, if any, of the fair value of each new stock option grant granted to partners in exchange for surrendered eligible stock options, measured as of the date the new stock options are granted, over the fair value of the surrendered eligible stock options in exchange for the new stock option grants, measured immediately prior to the cancellation. Because the exchange ratios were calculated to result in the fair value of surrendered eligible stock options being approximately equal to the expected fair value of the new stock options replacing them, we do not expect to recognize any significant incremental compensation expense for financial reporting purposes as a result of the Exchange Offer. In the event that any of the new stock options are forfeited prior to their vesting due to termination of service, the incremental compensation cost for the forfeited new stock options will not be recognized; however, we will recognize any unamortized compensation expense from the surrendered eligible stock options that would have been recognized under the original vesting schedule.

Since these factors cannot be predicted with any certainty at this time and will not be known until the expiration of the Exchange Offer, we cannot predict the exact amount of any incremental compensation expense that may result from the Exchange Offer.

Section 12.   Legal Matters; Regulatory Approvals

We are not aware of any material pending or threatened legal actions or proceedings relating to the Exchange Offer. We are not aware of any margin requirements or antitrust laws applicable to the Exchange Offer. We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our exchange of eligible stock options and issuance of new stock options as contemplated by the Exchange Offer, or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of our new stock options as contemplated in the Exchange Offer. Should any such approval or other action be required, we presently contemplate that we will use commercially reasonable efforts to seek the required approval or take other required action. We cannot assure you that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any approval or other action might not result in adverse consequences to our business. Our obligation under the Exchange Offer to accept surrendered eligible stock options for exchange and to issue new stock options would be subject to obtaining any required governmental approval.

Section 13.   Material U.S. Federal Income Tax Consequences

U.S. Federal Income Tax Consequences.  The following is a general summary of the material U.S. federal income tax consequences of participating in the Exchange Offer to Starbucks and to eligible partners who are U.S. citizens or residents for U.S. federal income tax purposes. The following summary does not address the consequences of any state, local or foreign tax laws.

We believe that the exchange of eligible stock options for new stock options pursuant to the Exchange Offer should be treated as a nontaxable exchange for U.S. federal income tax purposes and that neither we nor any of our eligible partners should recognize any income for U.S. federal income tax purposes upon the surrender of eligible stock options and the grant of new stock options pursuant to the Exchange Offer. However, the Internal Revenue Service is not precluded from adopting a contrary position.

All new stock options granted pursuant to the Exchange Offer will be nonqualified stock options. Upon exercise of the new stock options, you will recognize compensation taxable as ordinary income equal to the

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excess, if any, of the fair market value of the purchased shares on the exercise date over the exercise price paid for those shares. Upon disposition of the stock, you generally will recognize capital gain or loss (which will be long- or short-term depending on whether the stock was held for more than 12 months) equal to the difference between (a) the selling price and (b) the sum of the amount paid for the stock, plus any amount recognized as compensation income upon exercise. The holding period for the shares acquired upon exercise of a nonqualified stock option will begin on the day after the date of exercise.

The new stock options generally will have no U.S. federal income tax consequences to us. However, we generally will be entitled to a business expense deduction upon the exercise of a new stock option in an amount equal to the amount of ordinary compensation income attributable to an eligible partner upon exercise, subject to the limitations imposed by the Internal Revenue Code. We have designed the Exchange Offer in a manner intended to comply with Internal Revenue Code Section 409A.

We will withhold all required local, state, federal, foreign and other taxes and any other amount required to be withheld by any governmental authority or law with respect to ordinary compensation income recognized in connection with the exercise of a nonqualified stock option by an eligible partner who has been employed by us. We will require any such eligible partner to make arrangements to satisfy this withholding obligation prior to the delivery or transfer of any shares of our common stock.

The tax consequences for participating non-U.S. eligible partners may differ from the U.S. federal income tax consequences summarized above. The Schedules attached to this Offer to Exchange document contain brief discussions of the tax and other consequences and other issues applicable in the foreign countries in which the non-U.S. eligible partners reside.

WE ENCOURAGE ALL ELIGIBLE PARTNERS WHO ARE CONSIDERING EXCHANGING THEIR ELIGIBLE STOCK OPTIONS TO CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PARTICIPATING IN THE EXCHANGE OFFER.

CIRCULAR 230 DISCLAIMER.  The following disclaimer is provided in accordance with Treasury Department Circular 230. You are hereby notified that (a) the summary above is not intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under the Internal Revenue Code, (b) the summary above was written to support the promotion or marketing (within the meaning of Circular 230) of the transaction(s) or matter(s) addressed by this communication, and (c) each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

Section 14.  Extension of the Exchange Offer; Termination; Amendment

We may, from time to time, extend the period of time during which the Exchange Offer is open and delay accepting any eligible stock options surrendered to us by disseminating notice of the extension to eligible partners by public announcement, oral or written notice or otherwise as permitted by Rule 13e-4(e)(3) under the Exchange Act. If the Exchange Offer is extended, we will provide appropriate notice of the extension and the new expiration date no later than 6:00 a.m., Pacific, on the next business day following the previously scheduled expiration date of the Exchange Offer, and the cancellation date and the new stock option grant date will be similarly extended. For purposes of the Exchange Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight Pacific.

We also expressly reserve the right, in our reasonable judgment, prior to the expiration of the Exchange Offer, to terminate or amend the Exchange Offer upon the occurrence of any of the conditions specified in Section 6, Conditions of the Exchange Offer, by disseminating notice of the termination or amendment to eligible partners by public announcement, oral or written notice or otherwise as permitted by applicable law.

Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event set forth in Section 6, Conditions of the Exchange Offer, has occurred or is deemed by us to have occurred, to amend the Exchange Offer in any respect prior to the expiration date of the Exchange

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Offer. Any notice of such amendment required pursuant to the Exchange Offer or applicable law will be disseminated promptly to eligible partners in a manner reasonably designed to inform eligible partners of such change and will be filed with the SEC as an amendment to the Schedule TO.

If we materially change the terms of the Exchange Offer or the information concerning the Exchange Offer, or if we waive a material condition of the Exchange Offer, we will extend the Exchange Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Exchange Act. Under these rules, the minimum period during which a tender or exchange offer must remain open following material changes in the terms of or information concerning an exchange offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of the changed terms or information.

In addition, if we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of such action and, if the Exchange Offer is scheduled to expire within ten business days from the date we notify you, keep the Exchange Offer open for at least ten business days after the date of such notification:

(a) We increase or decrease the amount of consideration offered for the eligible stock options; or

(b) We increase or decrease the number of eligible stock options that may be surrendered in the Exchange Offer.

Section 15.   Fees and Expenses

We will not pay any fees or commissions to any broker, dealer or other person for soliciting the surrender of eligible stock options pursuant to the Exchange Offer. You will be responsible for any expenses incurred by you in connection with your election to participate in the Exchange Offer, including, but not limited to, mailing, faxing and telephone expenses, as well as any expenses associated with any tax, legal or other advisor consulted or retained by you in connection with the Exchange Offer.

Section 16.   Additional Information

We have filed with the SEC a Schedule TO with respect to the Exchange Offer. This Offer to Exchange document does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials that we have filed with (or in some cases “furnished” to) the SEC before making a decision on whether to surrender your eligible stock options for exchange:

(a) Our Annual Report on Form 10-K for our fiscal year ended September 28, 2008, filed with the SEC on November 24, 2008;

(b) Our Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2008, filed with the SEC on February 4, 2009;

(c) Our Current Report on Form 8-K filed with the SEC on March 20, 2009;

(d) Our definitive Proxy Statement for our 2009 annual meeting of shareholders, filed with the SEC on January 22, 2009; and

(e) The description of our common stock included in our Registration Statements on Form 8-A and Form 8-A/A, filed with the SEC on June 18, 1992 and March 26, 2001, respectively, under Section 12(g) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

The SEC file number for our current and periodic reports is 000-20322. These filings, our other annual, quarterly and current reports, our proxy statements and our other SEC filings are available to the public on the SEC’s website at http://www.sec.gov or on our Investor Relations website at http://investor.starbucks.com. These filings may also be examined, and copies may be obtained, at the SEC public reference room at

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100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

We also provide without charge to each person to whom a copy of this document is delivered, upon request of any such person, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Stock Administration in the Partner Resources Department at 2401 Utah Avenue South (MS: S-HR3), Seattle, WA 98134, or email at stockadm@starbucks.com.

The information relating to Starbucks in this document should be read together with the information contained in the documents to which we have referred you.

Section 17.   Miscellaneous

We are not aware of any jurisdiction where the making of the Exchange Offer would not be in compliance with applicable law. If we become aware of any jurisdiction where the making of the Exchange Offer is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after making a good faith effort, we cannot comply with the applicable law, the Exchange Offer will not be made to, nor will surrenders be accepted from or on behalf of, eligible partners residing in such jurisdiction.

This Offer to Exchange document and our SEC reports referred to above include forward-looking statements. These forward-looking statements involve risks and uncertainties, including those described in our Annual Report on Form 10-K for the fiscal year ended September 28, 2008, that could cause actual results to differ materially from those expressed in the forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. While we believe our plans, intentions and expectations reflected in these forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. WE ENCOURAGE YOU TO REVIEW THE RISK FACTORS CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2008 BEFORE YOU DECIDE WHETHER TO PARTICIPATE IN THE EXCHANGE OFFER.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY REPRESENTATION ON OUR BEHALF AS TO WHETHER YOU SHOULD EXCHANGE YOUR ELIGIBLE STOCK OPTIONS IN THE EXCHANGE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR IN DOCUMENTS TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS OFFER TO EXCHANGE DOCUMENT OR IN THE RELATED DOCUMENTS. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY OTHER INFORMATION, YOU SHOULD NOT RELY ON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.

Starbucks Corporation

May 1, 2009

31

SCHEDULES

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

32

SCHEDULE A

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

AUSTRALIA

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Australia. This discussion is based on the law in effect in Australia as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Australia apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

Your acceptance of this Exchange Offer may give rise to taxation. If you choose to surrender eligible stock options in exchange for new stock options, this will be treated as a disposal of the eligible stock options in exchange for the right to receive the new stock options. Therefore, there may be tax implications for you in relation to both of the following: (1) the “cancellation” of the eligible stock options; and (2) the grant of the right to receive the new stock options.

The amount and characterization of taxable income will depend on whether you made an election to be taxed in the income year of the grant of the eligible stock options (an “Election”). The tax treatment of the disposal of the eligible stock options will also depend on whether the disposal is considered a non-arm’s length transaction (as assumed below). If, however, the tax authorities take the view that the disposal is an arm’s length transaction, the tax treatment of the disposal of the eligible stock options may be different from described below.

If you did not make an Election, you may be subject to tax on the market value (as defined under Australian tax law) of the eligible stock options on the cancellation date (i.e., the date on which the eligible stock options are surrendered in exchange for new stock options) at your marginal rate of tax. The “market value” of the eligible stock options is the greater of (i) the market value of the shares¹ underlying the eligible stock options less the stock option exercise price and (ii) the value of the eligible stock options determined in accordance with a statutory formula.

The value of the eligible stock options under the statutory formula is based on the market value of the underlying shares, the stock option exercise price of the eligible stock options and the remaining exercise period. In accordance with the statutory formula, the market value of the eligible stock options will be nil, where the market value of the underlying shares on the cancellation date is less than 50% of the stock option exercise price of the eligible stock options.

If you made an Election, you will be subject to capital gains tax. Your capital gain will be calculated as the difference between the market value of the eligible stock option grants at the time of the cancellation and the market value of the eligible stock option grants at the time of the grant. If, at the time of the cancellation

¹ For Australian tax purposes, the market value of the shares on a given day is determined as the weighted average of prices at which the shares were traded on the relevant stock market (in the Company’s case, this is the NASDAQ Global Select Market) during the one-week period up to and including that day.

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of the eligible stock option grants, you have held the eligible stock option grants for at least one year prior to the cancellation date, you will be subject to tax on 50% of your capital gain. If you have not held the eligible stock option grants for at least one year, you will be subject to tax on the entire capital gain.

If the market value of the eligible stock option grants at the time of cancellation is less than the market value of the eligible stock option grants at the time of grant, you will be entitled to claim a capital loss in this amount. Capital losses are available to offset current year or future year capital gains. A capital loss cannot be used to offset other income.

Taxation at Grant of New Stock Options

You will not be subject to income tax and Medicare Levy contributions when the new stock options are granted to you unless you make an Election to that effect. If you make an Election, you will be taxed on the market value of the new stock options at the time of grant. The “market value of the new stock options” is the greater of (i) the market value of the shares underlying the new stock options less the stock option exercise price and (ii) the value of the new stock options determined in accordance with a statutory formula.

If you make an Election, it will cover all stock options, restricted stock units, shares of stock and rights to shares of stock you acquire pursuant to an employee stock plan during the applicable income year. The Election must be made prior to the filing of your tax return for the relevant income year. If you do not include the market value of the new stock options as of the date of grant in your assessable income for the year that you received the new stock options and pay any applicable tax, you will generally not be permitted to claim in a later income year that you made the Election in the year when you received the new stock options. You should consult your personal tax advisor to determine whether you should make this Election.

Taxation at Assessment Event for New Stock Options

If you do not make an Election, you will be subject to income tax and Medicare Levy contributions in the income year in which the earliest of the following occurs (the “Assessment Event”):

(i) you exercise the new stock options;

(ii) you cease employment with the Company or one of its subsidiaries (except that to the extent some or all of the new stock options are not and do not become exercisable at this time, you will be treated as if you never acquired the new stock options and no amount will be included in your assessable income);

(iii) you dispose of the new stock options (other than by exercising them); and

(iv) the new stock options expire (subject to a 10-year limit).

The amount included in your assessable income in the income year of the Assessment Event will be:

(i) if you dispose of the new stock options or the acquired shares in an arm’s length transaction² within 30 days after the relevant Assessment Event — the amount of any consideration received for the disposal less the stock option exercise price (if the new stock options have been exercised); or

(ii) in any other case — the market value of the new stock options or the acquired shares (as defined under Australian tax law) at the time of the relevant Assessment Event less the stock option exercise price (if the new stock options have been exercised).

In general, this means you will typically be subject to income tax and Medicare Levy contributions on the difference (or spread) between the market value of the shares (as defined under Australian tax law) at exercise and the option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

² If you sell your shares on the NASDAQ Global Select Market, this will be considered an “arm’s length transaction.”

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Taxation at Sale

When you subsequently sell any shares acquired under the 2005 Plan, you will be subject to capital gains tax unless you dispose of the shares in an arm’s length transaction within 30 days of the relevant Assessment Event and you did not make an Election (in which case your tax treatment will be limited to the income tax consequences described above). Provided you sell the shares in an arm’s length transaction, the assessable capital gain will be:

(i) where you have held the shares for less than one year — the difference between the sale price and your cost basis in the shares; or

(ii) where you have held the shares for at least one year — one-half the difference between the sale price and your cost basis in the shares (subject to you first applying any prior year or current year capital losses against the full capital gain).

If you made an Election, your cost basis in the shares will be the market value of the new stock options (as defined under Australian tax law) at the time of grant plus the stock option exercise price. If you did not make an Election, your cost basis in the shares will be the market value of the new stock options (as defined under Australian tax law) at the time of the relevant Assessment Event plus the stock option exercise price.

If you sell the shares in an arm’s length transaction at a sale price that is less than the cost basis of the shares, then a capital loss equal to the difference will be available to offset same year or future year capital gains. A capital loss cannot be used to offset other income (including salary and wage income).

If the shares are sold in a non-arm’s length transaction, the market value of the shares at the time of the transaction is used instead of the sale price for any of the calculations in this section.

WITHHOLDING AND REPORTING

The Company and your employer are not required to withhold or report income tax or Medicare Levy contributions when you exercise the new stock options. It is your responsibility to report and pay any taxes resulting from the Exchange Offer, the grant of the new stock options, any Assessment Event and the sale of shares.

SECURITIES LAW NOTICE

If you acquire shares pursuant to the exercise of the new stock options and you offer your shares for sale to a person or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. You should consult your personal legal advisor regarding your disclosure obligations prior to making any such offer.

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SCHEDULE B

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

CANADA

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Canada. This discussion is based on the law in effect in Canada as of February 2009. Please note that, although most provinces use the same definitions of income and taxable income as are used on the federal level, Quebec imposes its own income tax through comprehensive tax legislation. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Canada apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Hold (Cash) Method.  Subject to the deferral provisions discussed in the paragraph below, you will be subject to income tax and Canada Pension Plan (“CPP”) or Quebec Pension Plan (“QPP”) contributions (as applicable) (to the extent you have not exceeded the applicable contribution ceiling) when you exercise the new stock options using the exercise and hold (cash) method. You will be taxed on one-half of the difference (or spread) between the fair market value of the shares at exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised (i.e., you can permanently exclude one-half of the spread from the taxable amount on your annual tax return).

In addition, you may be able to defer taxation of the spread at exercise until the earliest of the time that you sell the shares purchased at exercise, die or become a non-resident of Canada. You can defer the tax on the spread at exercise (using the exercise and hold (cash) method) only on the first CAD100,000 worth of the new stock options that vest in any one year. For the purpose of calculating this limit, the value of the new stock options is the fair market value of the underlying shares at the time the new stock options were granted. In order to be eligible for this deferral, you must file an election with your employer by January 15 of the year following the year in which you use the exercise and hold (cash) method to exercise the new stock options.

Exercise and Sell (Cashless) Method.  If you use the exercise and sell (cashless) method of exercise, all shares acquired upon exercise will be sold immediately. Therefore, you will be subject to tax and CPP or QPP contributions (as applicable) on one-half of the difference between the sale price and the stock option exercise price, multiplied by the number of shares sold. Any transaction fees payable on the sale of the shares will give rise to a capital loss and may not be deducted from the taxable amount. However, one-half of this capital loss

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may be used to offset any taxable capital gains that you have realized in the current year or in the preceding three years, or will realize in any subsequent year.

Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  When you subsequently sell any shares acquired under the 2005 Plan, you will be subject to capital gains tax. The taxable amount will be one-half of the difference between the sale price and the adjusted cost basis of the shares (generally, the fair market value of the shares at exercise), less any transaction fees. In addition, any amount on which taxation was deferred at the time you exercised using the exercise and hold (cash) method will become taxable at the time the shares are sold.

If you own other shares of the Company, which you have acquired upon exercise of other stock options or purchased outside of the 2005 Plan, your adjusted cost basis may be different than described above. In order to preserve the cost basis of shares sold in an exercise and sale (cashless exercise) method of exercise, you will have to specifically identify any such shares in your annual tax return. Shares acquired using the exercise and hold (cash) method of exercise on the new stock options for which a taxation deferral election has been filed will also retain their own, unique cost basis. You are encouraged to consult your personal tax advisor in any of these situations.

One-half of any loss arising on the sale of the shares (including any transaction fees) may be deducted from any taxable capital gain for the year, the previous three taxation years, or any subsequent year.

WITHHOLDING AND REPORTING

The Company is required to withhold income tax and CPP or QPP contributions (to the extent you have not exceeded the applicable contribution ceiling) when you exercise the new stock options using the exercise and hold (cash) method of exercise. Your employer is also required to report the income recognized at exercise, including the full amount of the spread and the value of any deferred stock option benefit, to the Canada Revenue Agency (“CRA”).

You are responsible for paying any difference between your actual tax liability and the amount withheld by your employer at the time of an exercise and hold (cash) method of exercise. You are also responsible for reporting and paying any tax resulting from the sale of your shares and the receipt of any dividends.

Please note that if you intend to defer any tax due at exercise (as described above in the Taxation at Exercise of New Stock Options section above), you must notify your employer immediately following the use of an exercise and hold (cash) method of exercise of your stock options so that your employer does not withhold tax on that amount. This is in addition to filing an election with your employer by January 15 of the year following the year in which you exercise your stock options (as described above). For every year you have a balance of deferred stock option income outstanding, you must also file a Form T1212 with the CRA together with your annual tax return.

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SCHEDULE C

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

CHILE

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Chile. This discussion is based on the law in effect in Chile as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Chile apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock option grants for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Sell (Cashless) Method.  If you exercise the new stock options using the exercise and sell (cashless) method of exercise you likely will be subject to ordinary income tax. The taxable amount will be the difference between the sale price and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised. No social insurance contributions likely will be due.

Exercise and Hold (Cash) Method.  You likely will not be subject to ordinary income tax or social insurance contributions when you exercise the new stock options using the exercise and hold (cash) method of exercise.

Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  If you exercise the new stock options using the exercise and hold (cash) method and then subsequently sell those shares, you will be subject to capital gains tax. The capital gains tax from the sale is deemed ordinary income of foreign source subject to normal income taxes (i.e., First Category Tax of 17% and Surtax, which is a personal progressive tax with tax rates ranging from 0% — 40%). Generally, any capital gain is equal to the difference between the sale price and the stock option exercise price, and multiplied by the number of shares sold. The amount of capital gain subject to tax may be affected depending on whether the remittance of the cost of the new stock options was made through the Chilean Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office) and whether such investment was registered with the Chilean Internal Revenue Service (the “CIRS”).

Cost of Exercise Less Than or Equal to US$10,000.  You are not required to use the Formal Exchange Market when you exercise the new stock options using the exercise and hold (cash) method if the amounts remitted are less than US$10,000; however, there is a slight risk that you may be subject to tax on the entire

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sale proceeds (with no reduction for the option exercise price paid), as explained further under the Exchange Control Notice section below.

Cost of Exercise Equal to or Greater Than US$10,000.  If you use the Formal Exchange Market to purchase currency and remit funds to exercise the new stock options using the exercise and hold (cash) method and subsequently sell those shares, you will be taxed on the difference between the sale price and the stock option exercise price (provided you have registered the investment with the CIRS), multiplied by the number of shares sold.

Chilean tax laws do not expressly regulate the taxation of stock options. Therefore, it is not certain how stock options will be taxed in Chile. Given that the tax treatment of stock options is uncertain, you are encouraged to confirm your tax liability with your personal tax advisor.

WITHHOLDING AND REPORTING

The Company and your employer are not required to withhold or report income tax or social insurance contributions when you exercise the new stock options or sell the shares. It is your responsibility to report and pay any taxes resulting from the sale of shares in your annual income tax return.

The CIRS requires all taxpayers to provide information annually regarding (i) the results of investments held abroad, including in shares, and (ii) the taxes paid abroad which the taxpayers will use as credit against Chilean income tax. This information must be submitted through the electronic presentation of a sworn statement Formulario 1851 to Inform the Results of the Investments Held Abroad and Formulario 1853 to Inform the Taxes Paid Abroad before March 15 of each year. The sworn statement or Formulario may be found at the CIRS website at www.sii.cl.

SECURITIES LAW NOTICE

Neither the Company nor the shares of common stock that you may receive upon the exercise of the new stock options are registered with the Registry of Securities or are under the control of the Chilean Superintendence of Securities.

EXCHANGE CONTROL NOTICE

It is your responsibility to make sure that you comply with exchange control requirements in Chile when sending funds in excess of US$10,000 out of or into Chile in connection with the exercise of the new stock options and sale of shares. It is also your responsibility to register any investments with the CIRS.

Exercise and Sell (Cashless) Method of Exercise

Cost of Exercise Less Than or Equal to US$10,000.  If you exercise the new stock options using the exercise and sell (cashless) method you will not need to use the Formal Exchange Market and your investment in shares of the Company will not be registered with the CIRS. The Company may (but is not obligated to) provide you with evidence of the cost of the new stock options under the 2005 Plan. Such evidence must be issued outside of Chile, duly notarized and consularized and subsequently properly legalized in Chile. It is recommended that you have a copy of your stock option agreement notarized by a notary public in Chile in the event that the Chilean tax authorities request evidence regarding the stock option exercise price. You should also retain reports with respect to the grant and exercise of the new stock options and the sale of shares received from the Company or its third-party plan administrator in order to evidence the number of shares purchased and sold and the purchase and sale price of the shares, as applicable.

Cost of Exercise Equal to or Greater Than US$10,000.  If you exercise the new stock options using an exercise and sell (cashless) exercise method and the total cost of the exercise exceeds US$10,000, you must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within 10 days of the exercise date.

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Exercise and Hold (Cash) Method of Exercise

Remitting funds less than or equal to US$10,000.  If you exercise the new stock options using the exercise and hold (cash) method and you remit funds equal to or less than US$10,000, you are not required to submit any type of report or filing with the Central Bank of Chile in connection with the exercise of the new stock options. Nevertheless, it is recommended that you use the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office), so that you may register the investment with the CIRS. If you use the Formal Exchange Market, you will be required to provide to the bank or registered foreign exchange office the information contained in the respective affidavit of the Manual of Chapter XII of the Foreign Exchange Regulations (the “Affidavit”), which can be obtained from the individual bank or downloaded from the Central Bank’s website at www.bcentral.cl.

To register your investment with the CIRS, you must file a sworn statement in the prescribed form with the CIRS before the end of the calendar month following the date on which the investment was made, enclosing a copy of the Affidavit used to report the transaction to the Central Bank or a letter issued by the commercial bank or exchange office evidencing that the remittance was made in the event that it was equal to or less than US$10,000.

If the Formal Exchange Market is not used, it is recommended that you keep a copy of the stock option grant agreement in the event that the Chilean tax authorities request evidence regarding the stock option exercise price. You should also retain reports with respect to the grant and exercise of the new stock options and the sale of shares received from the Company or its third-party plan administrator in order to evidence the number of shares purchased and sold and the purchase and sale price of the shares, as applicable.

Remitting Funds in Excess of US$10,000.  If you exercise the new stock options using the exercise and hold (cash) method of exercise and you remit funds greater than US$10,000, the remittance must be made through the Formal Exchange Market. In such case, you must provide to the bank or registered foreign exchange office used in the remittance the information contained in the Affidavit, which can be obtained from the individual bank or downloaded from the Central Bank’s website at www.bcentral.cl. The commercial bank or registered foreign exchange office will notify the Central Bank of the transaction and submit the Affidavit within one banking day of the remittance.

Repatriation of Sales Proceeds

You are not required to send funds obtained from the sale of the Company’s shares back to Chile. However, if you decide to send back such funds, you must do so through the Formal Exchange Market if the funds exceed US$10,000. In such case, you must report the payment to a commercial bank or registered foreign exchange office receiving the funds. The commercial bank or registered foreign exchange office will submit a new Affidavit to the Central Bank within a day of receipt of the foreign currency.

Reporting Overseas Investments

If your combined investments held outside of Chile exceed US$5,000,000 (including the investments made under the 2005 Plan), you must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

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SCHEDULE D

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

CHINA

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in China. This discussion is based on the law in effect in China as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in China apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise and Sell (Cashless) of New Stock Options

Due to legal restrictions in China, you will be required to exercise the new stock options using the exercise and sell (cashless) method.

This means that you will be required to sell immediately all of the shares acquired upon exercise of the new stock options. You will receive cash equal to the difference (or spread) between the sale price of the shares and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised, less any applicable taxes and fees. You will not be entitled to hold any shares as a result of an exercise.

You will be subject to income tax on the difference (or spread) between the sale price of the shares and the stock option exercise price, multiplied by the number of stock options exercised. You likely will not be subject to social insurance contributions on this amount.

WITHHOLDING AND REPORTING

The Company is required to withhold taxes at the time of exercise using the exercise and sell (cashless) method. Your employer is also required to report the income tax withheld to the People’s Republic of China (PRC) tax authority. You will be responsible for paying any difference between your actual tax liability and the amount withheld at the time of the exercise and sell to the PRC tax authority at the time of your annual filing.

EXCHANGE CONTROL NOTICE

You must comply with all applicable exchange control laws in China. Exchange control regulations may limit your ability to access or convert funds (e.g., from USD to RMB) when you exercise the new stock options and receive proceeds from the sale of the shares. You will be required to repatriate all your proceeds from the exercise and sale into an approved foreign exchange account designated by the Company in China.

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SCHEDULE E

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

COSTA RICA

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Costa Rica. This discussion is based on the law in effect in Costa Rica as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Costa Rica apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Sell (Cashless) Method.  You will be subject to income tax and social insurance contributions when you exercise the new stock options using the exercise and sell (cashless) method. The taxable amount will be the difference (or spread) between the fair market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

Exercise and Hold (Cash) Method.  You will be subject to income tax and social insurance contributions when you exercise the new stock options using the exercise and hold (cash) method. The taxable amount will be the difference (or spread) between the fair market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  When you subsequently sell the shares acquired at the time of exercise, you likely will not be subject to capital gains tax.

WITHHOLDING AND REPORTING

The Company or your employer is required to withhold income tax and social insurance contributions when you exercise the new stock options.

You are responsible for paying any difference between the actual tax liability and the amount withheld.

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SCHEDULE F

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

GERMANY

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Germany. This discussion is based on the law in effect in Germany as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Germany apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Sell (Cashless) Method.  You will be subject to income tax and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) when you exercise the new stock options using the exercise and sell (cashless) method. The taxable amount will be the difference (or spread) between the fair market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

Exercise and Hold (Cash) Method.  You will be subject to income tax and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) when you exercise the new stock options using the exercise and hold (cash) method. The taxable amount will be the difference (or spread) between the fair market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

Effective 1 April 2009, a deduction of €360 per calendar year may be available pursuant to Section 19a of the German Income Tax Act (Einkommensteuergesetz) because the income results from the exercise and hold (cash) method of exercise of the shares at a discount.

Additionally, if the new stock options are earned over a period of more than one year, the spread may be subject to the “one-fifth rule” (the “Fünftelungsregelung”). The one-fifth rule generally is applicable if you receive income in a certain calendar year, but the income has not been earned in that calendar year only. If the one-fifth rule is applicable to the spread, the taxable amount would be calculated as the difference between (a) the marginal tax on the income without the spread and (b) the marginal tax on the income plus one-fifth of the spread, times five. The application of the one-fifth rule may result in a favorable tax treatment for some employees. However, the one-fifth rule has no benefit if you are subject to tax at the maximum marginal income tax rate on your base salary (before taking in account your income from the new stock options). You

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may claim the benefit of the one-fifth rule, even if your employer does not withhold at this rate. As this rule is complex, you should consult with your personal tax advisor to determine if you are eligible.

Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  When you subsequently sell the shares acquired at the time of exercise, any gains realized will be qualified as investment income subject to a flat tax at a rate of 25% (plus 5.5% solidarity surcharge) provided (i) you have not, at any time during the last five years, held 1% or more of the stated capital of the Company and (ii) the shares are not held as business assets. The tax base for all categories of investment income, including capital gains realized from the sale of shares, is determined by taking into account a lump-sum deduction for income-related expenses if you are taxed individually, regardless of whether (a) you incurred any expenses, or (b) the expenses exceed a certain threshold.

WITHHOLDING AND REPORTING

The difference (or spread) recognized at the time of exercise will be compensation income to you, and the Company or your employer will withhold and report income tax and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) from your exercise proceeds. Should there be a difference between your actual tax liability and the amount withheld; the tax office may assess additional taxes after review of your annual tax return. It is your responsibility to report and pay any capital gains tax due as a result of the subsequent sale of shares.

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SCHEDULE G

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

HONG KONG

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Hong Kong. This discussion is based on the law in effect in Hong Kong as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Hong Kong apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Hold (Cash) Method.  You will be subject to income tax when you exercise the new stock options using the exercise and hold (cash) method. The taxable amount will be the difference (or spread) between the fair market value of the shares on the date of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

You will not be subject to Mandatory Provident Fund (social insurance) contributions when you exercise the new stock options.

Exercise and Sell (Cashless) Method.  You will be subject to income tax when you exercise the new stock options using the exercise and sell (cashless) method. The taxable amount will be the difference (or spread) between the fair market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

You will not be subject to Mandatory Provident Fund (social insurance) contributions when you exercise the new stock options.

Please note that if you leave Hong Kong permanently and subsequently exercise the new stock options, the spread will still be considered Hong Kong-source employment income and subject to income tax in Hong Kong. You can elect to settle your tax liability prior to leaving Hong Kong, thereby removing any continuing filing obligations. In this case, you will be the taxed on a “notional” spread based on the assumption that the new stock options were exercised on a day within seven days before the date of submission of your tax return for the year of assessment in which you permanently depart Hong Kong. If the value of the shares increases so that the actual gain on exercise is greater than on the date of departure, there will be no additional tax. If the value of the shares decreases so that the actual gain on exercise is less than on the date of departure, you can request a refund of any tax overpayment.

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Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  When you subsequently sell any shares acquired at the time of exercise, you will not be subject to capital gains tax.

WITHHOLDING AND REPORTING

The Company or your employer is not required to withhold income tax when you exercise the new stock options using either the exercise and hold (cash) or the exercise and sell (cashless) method.

Your employer is required to report the income from your stock option exercises to the Inland Revenue Department on your Form IR56B. When you exercise the new stock options, you are also responsible for reporting the income and paying any tax resulting from the exercise of the new stock options.

If you leave Hong Kong permanently and subsequently exercise the new stock options and do not settle your tax liability prior to departure as described above, you and your employer are still required to report the income resulting from the exercise of the new stock options and you are still responsible for paying any applicable tax.

SECURITIES WARNING

This Offer to Exchange document, the Exchange Offer, the new stock options and any shares issued at exercise of the new stock options do not constitute a public offering of securities under Hong Kong law and are available only to eligible partners. The Exchange Offer and the 2005 Plan have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Exchange Offer, the new stock options and any documentation related thereto are intended solely for the personal use of each eligible partner and may not be distributed to any other person. If you are in doubt about any of the contents of the Exchange Offer or the 2005 Plan, you should obtain independent professional advice.

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SCHEDULE H

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

IRELAND

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Ireland. This discussion is based on the law in effect in Ireland as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Ireland apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Hold (Cash) Method.  You will be subject to ordinary income tax when you exercise the new stock options using the exercise and hold (cash) method. The taxable amount will be the difference (or spread) between the fair market value of the shares on the date of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

You will not be subject to social insurance contributions when you exercise the new stock options.

Exercise and Sell (Cashless) Method.  You will be subject to ordinary income tax when you exercise the new stock options using the exercise and sell (cashless) method. The taxable amount will be the difference (or spread) between the market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

The tax payment is due within 30 days of exercising the new stock options using either exercise method without an assessment being made by the tax inspector. The payment must be accompanied by a return of the transaction on a Form RTSO1. Tax currently is payable at the rate of 41% (2009), but if you are subject to income tax at the lower standard rate of 20% (2009), you may apply to pay the tax at the standard rate. However, if you do not receive permission within 30 days of the exercise, you must pay the tax at the higher rate and seek a refund on any overpayment at the end of the tax year.

Stock options granted under the 2005 Plan, including the new stock options, are not eligible for the favourable tax treatment in Ireland that is applicable under schemes approved by the Irish Revenue Commissioners.

You should report the exercise of the new stock options on an annual tax return by October 31 following the end of the tax year in which you exercise the new stock options, regardless of the method of exercise.

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Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  When you subsequently sell the shares acquired at the time of exercise, you will be subject to capital gains tax. The taxable amount will be the difference (or spread) between the sale price at the time of the sale and the fair market value of the shares at the time of exercise, multiplied by the number of shares sold, less any fees (e.g., transaction fees). The first €1,270 of gain in any tax year is exempt from capital gains tax.

If you sell the shares between 1 January and 30 November, the capital gains tax must be paid by 15 December of the same tax year. If you sell the shares between 1 December and 31 December, the capital gains tax must be paid by the following 31 January.

You should report the sale of shares on your personal annual tax return by 31 October following the end of the tax year in which the shares are sold.

WITHHOLDING AND REPORTING

The Company or your employer is not required to withhold income tax when you exercise the new stock options using either the exercise and hold (cash) method or the exercise and sell (cashless) method.

Your employer is required to report the details of the Exchange Offer and the grant and exercise of the new stock options to the Revenue Commissioners by 31 March following the end of the tax year in which such event occurred.

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SCHEDULE I

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

JAPAN

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Japan. This discussion is based on the law in effect in Japan as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Japan apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Sell (Cashless) Method.  You will be subject to income tax when you exercise the new stock options using the exercise and sell (cashless) method. The taxable amount will be the difference (or spread) between the fair market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised. The spread will be characterized as “remuneration income” and taxed at your progressive income tax rate.

You likely will not be subject to social insurance contributions when you exercise the new stock options.

Exercise and Hold (Cash) Method.  You will be subject to income tax when you exercise the new stock options using the exercise and hold (cash) method. The taxable amount will be the difference (or spread) between the fair market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised. The spread will be characterized as “remuneration income” and taxed at your progressive income tax rate.

You likely will not be subject to social insurance contributions when you exercise the new stock options.

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Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  When you subsequently sell the shares acquired at the time of exercise, you may be subject to capital gains tax. You will generate a capital gain if the sale price is higher than the fair market value of the shares on the date of exercise. Generally, capital gain on the sale of shares will be taxed at a flat tax rate of 20%.

WITHHOLDING AND REPORTING

Your employer is likely not required to report your taxable income when you exercise the new stock options. It is your responsibility to report and pay any taxes resulting from the exercise of the new stock options and the sale of your shares.

Please note that the Japanese tax authorities are aware that employees of Japanese affiliates of U.S. companies may earn income as a result of their participation in equity incentive plans, and they are systematically auditing the tax returns of such employees to confirm that they have correctly reported the resulting income.

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SCHEDULE J

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

NETHERLANDS

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in the Netherlands. This discussion is based on the law in effect in the Netherlands as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in the Netherlands apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

The Company has obtained a tax ruling confirming that you will not be subject to tax as a result of the exchange of eligible stock options for the new stock options (the “Dutch Tax Ruling”).

You are not eligible to participate in the Exchange Offer unless you provide written confirmation to the Company that you agree to the terms of the Dutch Tax Ruling.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Hold (Cash) Method.  You will be subject to income tax and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) when you exercise the new stock options using the exercise and hold (cash) method. The taxable amount will be the difference (or spread) between the fair market value of the shares on the date of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

If you hold the shares acquired at the time of exercise, you will be subject to an investment yield tax at an effective rate of 1.2% based on the average of the value of all assets that you own at the end of the year (including Starbucks shares). An exemption is available on the first €20,661 (for 2009) of the average value of the assets held during the relevant calendar year.

Exercise and Sell (Cashless) Method.  You will be subject to income tax and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) when you exercise the new stock options using the exercise and sell (cashless) method. The taxable amount will be the difference (or spread) between the fair market value of the shares on the date of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  When you subsequently sell any shares acquired at the time of exercise, you will not be subject to capital gains tax.

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WITHHOLDING AND REPORTING

The Company or your employer is required to withhold and report income tax and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) when you exercise the new stock options. You are responsible for reporting and paying any investment tax resulting from the acquisition of shares.

SECURITIES LAW NOTICE

You should be aware of the Dutch insider trading rules, which may affect the sale of shares acquired upon exercise of the new stock options. In particular, you may be prohibited from effectuating certain share transactions if you have insider information about the Company. If you are uncertain whether the insider trading rules apply to you, you should contact Starbucks Corporate Counsel at (206) 318-5540.

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SCHEDULE K

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

PUERTO RICO

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Puerto Rico. This discussion is based on the law in effect in Puerto Rico as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Puerto Rico apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Sell (Cashless) Method.  If you exercise the new stock options using the exercise and sell (cashless) method, you will be subject to ordinary income tax on the gain. The gain is calculated on the difference (or spread) between the sale price of the shares and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised plus any income recognized at the time of exercise.

Exercise and Hold (Cash) Method.  When you exercise the new stock options using the exercise and hold (cash) method, you will be subject to ordinary income tax on the difference (or spread) between the fair market value (closing price of Starbucks common stock on the date of exercise) of the shares on the date of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

You will also be subject to social security contributions (i.e., FICA and local unemployment and disability taxes) on the difference (or spread) at the time of the exercise to the extent that you have not already reached your applicable contribution ceiling.

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Taxation at Sale

Exercise and Hold (Cash) Method and Subsequent Sale.  If you exercise the new stock options using the exercise and hold (cash) method, you will be subject to tax on the gain when you subsequently sell the shares. If you hold the shares for at least six months, the gain will be taxed at the maximum capital gains rate, which is currently 10%. If you hold the shares less than six months, you will be subject to ordinary income tax on the gain. The gain on the shares sold is calculated on the difference (or spread) between the fair market value of the shares at the time of exercise and the amount previously subject to tax at the time of the exercise and hold, multiplied by the number of shares sold.

WITHHOLDING AND REPORTING

The Company will withhold income tax and social security contributions (to the extent you have not exceeded the applicable contribution ceiling) on the spread when you exercise the new stock options, regardless of the method of exercise used (e.g., exercise and hold (cash), exercise and sell (cashless), or sell to cover). It is your responsibility to report the income in your personal annual tax return at the end of the tax year and to pay any difference between your actual tax liability and the amount withheld at the time of exercise. It is also your responsibility to report and pay any capital gains taxes due at the time of sale.

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SCHEDULE L

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

SINGAPORE

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Singapore. This discussion is based on the law in effect in Singapore as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Singapore apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You may be subject to tax as a result of the exchange of eligible stock options for the new stock options because the Inland Revenue Authority of Singapore (“IRAS”) may view the tender as a taxable “release” of an existing right. In practice, however, the IRAS is likely to disregard the “release” of eligible stock option grants and simply to tax the new stock options at exercise.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Sell (Cashless) Method.  You will be subject to income tax when you exercise the new stock options using the exercise and sell (cashless) method. The taxable amount will be the difference (or spread) between the fair market value of the shares on the date of exercise and the stock option exercise price, multiplied by the number of stock options exercised. You will not be subject to Central Provident Fund (“CPF”) contributions at the time of your exercise and sell.

Exercise and Hold (Cash) Method.  You will be subject to income tax when you exercise the new stock options using the exercise and hold (cash) method. The taxable amount will be the difference (or spread) between the fair market value of the shares on the date of exercise and the stock option exercise price, multiplied by the number of stock options exercised. You will not be subject to CPF contributions at the time of your exercise and hold.

You may be eligible for a tax exemption or deferral pursuant to a special scheme for equity income (as described below). Please consult your personal tax advisor to determine whether any special scheme applies to your situation and whether the new stock options may qualify for favorable tax treatment under such a scheme.

You will be subject to tax at the time of exercise if you were employed in Singapore when the new stock options were granted to you, irrespective of where you are located when you exercise the new stock options.

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Taxation at Sale

Exercise and Hold and Subsequent Sale.  When you exercise the new stock options using the exercise and hold (cash) method of exercise and subsequently sell the shares, you will not be subject to capital gains tax unless you are engaged in the business of buying and selling securities.

Deemed Exercise When Departing Singapore Permanently.  If you are a non-Singapore citizen, a non-permanent resident or a permanent resident leaving Singapore on a permanent basis, you will be subject to tax on any unexercised stock options if you cease employment with your current employer (i.e., the Company’s Singapore affiliate). You will be deemed to have exercised the new stock options on the later of (a) one month before the date you cease employment and (b) the date of the grant of the new stock options.

The taxable amount will be the difference (or spread) between the fair market value of the underlying shares on the deemed date of exercise and the stock option exercise price, multiplied by the number of outstanding stock options.

However, if you later exercise the new stock options and the actual spread is lower than what was earlier deemed exercised, you may apply to the IRAS for a refund of the excess tax paid within six years of assessment after the deemed exercise year.

Your tax treatment may be different if one of the following schemes applies to your situation. You will need to confirm that the scheme applies at the time of exercise.

Employee Remuneration Incentive Scheme (All Corporations) (“ERIS (All Corporations) Scheme”).  Under this scheme, an income tax exemption will be granted for a total spread of up to SGD1 million arising from the exercise of the new stock options over a ten-year period, which begins in the year you first enjoy the tax exemption. Out of the SGD1 million, the first SGD2,000 of the gain each year will be given a 100% tax exemption. An additional 25% of the remaining annual gains each year will also be exempted from tax.

This scheme is only available if stock options are granted to at least 25% of the employees employed by the Company’s entity in Singapore. Additionally, there are vesting period requirements in that the new stock options must vest only on or after the first anniversary date of the new stock option grant date.

Qualified Employee Equity-Based Remuneration Scheme (“QEEBR Scheme”).  Under this scheme, a qualifying employee may apply to the IRAS for deferral of the tax payable on the spread at the time of exercise that was not exempt from tax at exercise under the ERIS (All Corporations) Scheme (if applicable) for up to a maximum of five years, subject to the payment of an interest charge. The deferral period starts on January 1 of the year of assessment (i.e., the year after exercise).

To qualify for tax deferral under the QEEBR Scheme, the following conditions must be satisfied:

(a) the new stock options must vest only on or after the first anniversary date of the stock option grant date;

(b) you must be employed in Singapore when the new stock options are exercised;

(c) the new stock options must have been granted by the company for which you are working (or an associated company) when the new stock options are exercised; and

(d) the tax payable on the gain from the new stock options is not borne by your employer.

You will not qualify for the QEEBR Scheme under the following circumstances:

(a) you are an undischarged bankrupt;

(b) you are, in the view of the IRAS, a delinquent taxpayer;

(c) the tax payable on the gain from the new stock options is less than SGD200; or

(d) you are granted area representative status or are generally not allowed under existing guidelines to settle your tax by installments.

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If you are a qualifying employee, you may apply to the IRAS for tax deferral at the time you file your income tax return for the year of assessment. You must submit to the IRAS the relevant application form, your employer’s certification on the application form that the 2005 Plan is properly qualified and your tax return.

The interest charge on the deferred tax will commence one month after the date of assessment and will be computed annually based on the average prime rate on April 15 of the “big three” banks in Singapore (DBS Bank, OCBC Bank and the United Overseas Bank), using the simple interest method. The tax deferred and the corresponding amount of interest will be due upon the expiration of the deferral period. You may pay the deferred tax (together with the prorated amount of interest) early with a lump sum payment.

Tax payment deferral will cease and payment of the tax plus the corresponding interest will become due immediately in the following circumstances:

(a) if you are a foreign employee (including a Singapore permanent resident), when you

(i)	terminate your employment in Singapore and leave Singapore;
(ii)	are posted overseas; or
(iii)	leave Singapore for any period exceeding three months;

(b) if you become bankrupt; or

(c) if you die, in which case the deferred tax and the appropriate interest charge would be recovered from your estate.

WITHHOLDING AND REPORTING

If you are a Singapore citizen, your employer is not required to withhold income tax when you exercise the new stock options. You are responsible for reporting and paying any taxes resulting from the exercise of the new stock options to the IRAS.

Your employer will prepare and give you a return of remuneration (Form IR8A) and a return reporting any gains or profits derived from the exercise and hold of the new stock options (Appendix 8B to Form IR8A) to file with your annual income tax return to the IRAS. The tax is payable by you once the IRAS reviews your annual income tax return and assesses the tax payable.

If you are not a Singapore citizen or you are a Singapore Permanent Resident who intends to leave Singapore permanently, different rules will apply to you and you are advised to consult with your tax advisor.

SECURITIES LAW NOTICE

This Offer to Exchange document has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Offer to Exchange document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of eligible stock option grants may not be circulated or distributed, nor may the eligible stock option grants be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to a qualifying person under Section 273(1)(f) of the Securities and Futures Act, Chapter 289 of Singapore (the “Act”) or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Act.

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SCHEDULE M

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

SWITZERLAND

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Switzerland. This discussion is based on the law in effect in Switzerland as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Switzerland apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Sell (Cashless) Method.  You will be subject to income tax (including federal, cantonal and municipal tax) and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) when you exercise the new stock options using the exercise and sell (cashless) method. The taxable amount will be the difference (or spread) between the fair market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

Exercise and Hold (Cash) Method.  You will be subject to income tax (including federal, cantonal and municipal tax) and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) when you exercise the new stock options using the exercise and hold (cash) method. The taxable amount will be the difference (or spread) between the fair market value of the shares at the time of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

If you move from your canton of residence before you exercise the new stock options, you may be subject to an exit tax depending on the applicable cantonal tax legislation. Please consult your personal tax advisor regarding any exit tax that may apply if you are moving from your canton of residence.

Any shares issued to you upon exercise of the new stock options will become part of your net wealth, which is subject to the net wealth tax levied at the cantonal and municipal levels.

Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  When you subsequently sell the shares acquired at the time of exercise, you will not be subject to capital gains tax, provided the shares are held as private assets

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(meaning that you are not considered a professional securities dealer for Swiss tax purposes and the shares were not purchased and/or held as a business asset).

WITHHOLDING AND REPORTING

If you are subject to ordinary tax assessment (e.g., if you are a tax resident of Switzerland or you are a Swiss national or a foreign employee holding a “C” residence permit), your employer is not required to withhold income tax on the taxable event (i.e., likely exercise) but is required to withhold social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling). Your employer will report the grant and exercise of the new stock options on the annual certificate of salary (Lohnausweis) issued to you as of the end of the calendar year during which the new stock options are granted or exercised. You are responsible for attaching the certificate of salary to your income and wealth tax return and for paying any tax resulting from the new stock options. In addition, you must declare the new stock options and the shares acquired at exercise in the statement on bank accounts and securities (Wertschriftenverzeichnis) that you are required to file with your income and wealth tax return.

If you are subject to income taxation at source (e.g., if you are a foreign employee holding a “B” permit or a cross-border employee), your employer is required to withhold and report income tax and social insurance contributions (to the extent you have not exceeded the applicable contribution ceiling) on the taxable event (i.e., exercise). Depending on the amount of your annual income in Switzerland, you may be required to file a tax return and pay additional tax (or receive a refund) when the tax administration computes the exact amount of tax due.

SECURITIES LAW NOTICE

The Exchange Offer is considered a private offering in Switzerland and is, therefore, not subject to registration in Switzerland.

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SCHEDULE N

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

THAILAND

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Thailand. This discussion is based on the law in effect in Thailand as of February 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You are encouraged to seek appropriate professional advice as to how the tax or other laws in Thailand apply to your specific situation.

TAX INFORMATION

Stock Option Exchange

You will not be subject to tax as a result of the exchange of eligible stock options for the new stock options.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

Exercise and Sell (Cashless) Method.  When you exercise the new stock options using the exercise and sell (cashless) method, you will be subject to Thai personal income tax on the capital gain (the difference (or spread) between the sale price and the stock option exercise price (also known as the grant price), multiplied by the number of shares sold). The difference (or spread) will be treated as a taxable fringe benefit and taxed at your progressive income tax rate. No social insurance contributions will be due.

Exercise and Hold (Cash) Method.  When you exercise the new stock options using the exercise and hold (cash) method of exercise, you will be subject to income tax on the difference (or spread) between the fair market value of the shares on the date of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised. The difference (or spread) will be treated as a taxable fringe benefit and taxed at your progressive income tax rate. No social insurance contributions will be due.

For Thai tax purposes, the fair market value of the shares on the date of exercise is defined as the average trading closing price of a share of Starbucks common stock (as quoted on the NASDAQ Global Select Market) during the month preceding the date of exercise (e.g., if you exercise the new stock options on 20 November, the fair market value of Starbucks common stock would be the average closing price from 1 October through 31 October).

Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  If you exercise the new stock options using the exercise and hold (cash) method and subsequently sell the shares you acquired at exercise, you will be subject

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to Thai personal income tax on the capital gain unless you are not a Thai tax resident in the year of the subsequent sale or you do not bring the proceeds from the sale back into Thailand in that same year.

You are considered a Thai tax resident if you reside in Thailand for at least 180 days in a calendar year.

The taxable amount of the capital gain will be the difference (or spread) between the fair market value of the shares on the date of exercise (as defined above) and the sale price, multiplied by the number of shares sold.

Due to exchange control regulations (as described below), if you use the exercise and hold (cash) method of exercise and subsequently sell the shares acquired at exercise, you will be required to send back to Thailand any proceeds related to that sale in the year that you sell the shares; therefore, you will be subject to tax on the gain.

WITHHOLDING AND REPORTING

The Company is not required to withhold tax at the time you exercise the new stock options and your employer is not required to report the income tax due when you exercise the new stock options. It is your responsibility to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares.

EXCHANGE CONTROL NOTICE

Exercise and Hold (Cash) Method.  If you exercise the new stock options using an exercise and hold (cash) method (whereby you remit funds out of Thailand to purchase the shares), you must remit the funds through a Thai commercial bank which has been authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency (i.e., an authorized agent). You may remit up to US$1,000,000 per year for the purchase of shares.

In addition, you will have to apply for approval of the remittance with the authorized agent by submitting a Foreign Exchange Transaction Form together with the following documents: (i) your stock option grant agreement, (ii) a copy of the 2005 Plan and related documents under which the stock option has been granted, (iii) evidence showing that your employer and the Company are part of the same company group, and (iv) an executed Certification in Remittance of Foreign Currency Abroad for Investment in Securities (the “Certification”). By executing the Certification, you agree to report the subsequent sale of the shares and to immediately remit the income from the sale of the shares to Thailand. If you fail to comply with the terms of the Certification, you may be subject to fines imposed by the Bank of Thailand.

Exercise and Sell (Cashless) Method.  If you exercise the new stock options using the exercise and sell (cashless) method (whereby no funds will be remitted out of Thailand), you do not have to submit a Foreign Exchange Transaction Form or be subject to any approval requirement. However, any proceeds of sale must be immediately repatriated back to Thailand; such proceeds must be converted into Thai Baht within 360 days of repatriation. In the event that the amount of the proceeds from the sale of shares is US$20,000 or above, you are required to complete and submit the Foreign Exchange Transaction Form to the authorized agent in order to report the inward remittance of the proceeds from the sale into Thailand.

If you do not comply with the above obligations, you may be subject to penalties assessed by the Bank of Thailand. Because exchange control regulations change frequently and without notice and may also apply differently if you are not a Thai citizen, you should consult your legal advisor before exercising the new stock options or selling shares to ensure compliance with current regulations. It is your responsibility to comply with exchange control laws in Thailand, and neither the Company nor your employer will be liable for any fines or penalties resulting from failure to comply with applicable laws.

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SCHEDULE O

A GUIDE TO ISSUES FOR NON-U.S. ELIGIBLE PARTNERS

UNITED KINGDOM

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in the United Kingdom (the “UK”). This discussion is based on the law in effect in the UK as of April 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or when you sell shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, or if you are not treated as resident, ordinarily resident and domiciled in the UK, the information contained in this discussion may not be applicable to you.

As this discussion is general in nature, you are encouraged to seek appropriate professional advice as to how the tax or other laws in the UK apply to your specific situation.

TAX INFORMATION

UK Sub-Plan

Your stock option grants that are eligible for exchange pursuant to the Exchange Offer may have been granted to you under the Starbucks Corporation 2005 Long-Term Equity Incentive Plan: Rules of the UK Sub-Plan (the “UK Sub-Plan”), which has been approved by the UK tax authorities and is intended to provide favorable income tax and national insurance contributions (“NICs”) treatment. The maximum aggregate value of stock options that may be granted to you under the UK Sub-Plan is £30,000, based on your aggregate holding and calculated using the fair market value of the underlying shares at the time of grant.

IMPORTANT NOTE:  If you choose to participate in the Exchange Offer and surrender existing eligible stock options that were granted under the UK Sub-Plan, your new stock options will not be granted under the UK Sub-Plan. Your new stock options will be granted under the Starbucks Corporation 2005 Long-Term Equity Incentive Plan (the “Plan”). The favorable income tax and NICs treatment mentioned above will not apply to the new stock options granted under the Plan. Your new stock options will be treated as unapproved for UK tax purposes.

The tax information provided in this disclosure only applies to the new stock options granted under the Plan pursuant to the Exchange Offer which are unapproved for UK tax purposes.

Stock Option Exchange

You will not be subject to tax as a result of the exchange of eligible stock options for the new stock options. For UK tax purposes, your new stock options are treated as though they had been granted on the same date as the stock options that you exchanged pursuant to the Exchange Offer.

Taxation at Grant of New Stock Options

You will not be subject to tax when the new stock options are granted to you.

Taxation at Exercise of New Stock Options

As explained above your new stock options granted pursuant to the Exchange Offer will be treated as unapproved options for UK tax purposes.

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Exercise and Hold (Cash) Method.  You will be subject to income tax and NICs on the difference (or spread) between the fair market value of the shares on the date of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

Exercise and Sell (Cashless) Method.  You will be subject to income tax and NICs on the difference (or spread) between the fair market value of the shares on the date of exercise and the stock option exercise price (also known as the grant price), multiplied by the number of stock options exercised.

Taxation at Sale

Exercise and Hold and Subsequent Sale of Shares.  When you subsequently sell the shares acquired at exercise, you may be subject to capital gains tax. The taxable amount will be the difference (or spread) between the sale price and the fair market value of the shares at exercise, multiplied by the number of shares sold, less any fees (e.g., transaction fees).

A flat capital gains tax (“CGT”) rate of 18% now applies to all gains from the sale of shares after 5 April 2008. However, you will only be subject to CGT in any tax year if your capital gain exceeds your annual personal exemption (£9,600 for the tax year 6 April 2008 to 5 April 2009).

If you acquire shares, you may need to take into account the share-identification rules in calculating your capital gains tax liability. Please consult your personal tax advisor to determine how the share identification rules apply in your particular situation.

WITHHOLDING AND REPORTING

Your employer is required to calculate income tax and NICs and pay these amounts to Her Majesty’s Revenue & Customs (“HMRC”) when you exercise the new stock options. Your employer will withhold any applicable income tax and NICs under the Pay As You Earn system or by any other means set forth in your stock option grant acknowledgement.

Your employer is also required to report the grant and exercise of the new stock options, the acquisition of shares and the tax withheld on its annual returns filed with HMRC (which includes the Form 42 return).

In addition to your employer’s reporting obligations, you are responsible for reporting any income resulting from the exercise of the new stock options and the sale of your shares on your annual tax return. You are also responsible for paying any tax resulting from the sale of your shares.

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EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

May 1, 2009 PIN: 9999999

{Name}
{Address}
{City, State and Zip}

Subject: Stock Option Exchange Offer

Dear {Name};

We are pleased to offer you this one-time voluntary opportunity to surrender eligible outstanding stock options with exercise prices significantly higher than the current market price of our common stock in exchange for a lesser amount of new stock options with a lower exercise price (the "Exchange Offer”). The number of new stock options granted will be determined according to exchange ratios based on the exercise prices of your surrendered stock options. The exchange ratios are explained in the enclosed Offer to Exchange document. Whether or not to participate in the Exchange Offer is completely your decision. If you choose not to participate, you do not need to take any action and you will simply keep your outstanding eligible stock options with their current terms and conditions. The Exchange Offer opened at 12:01 a.m., Pacific, on Friday May 1, 2009 and ends at 5:00 p.m., Pacific, on Friday, May 29, 2009, unless extended.

Eligibility:

Only eligible partners with eligible stock options can participate in the Exchange Offer. Eligibility criteria are explained in the enclosed Offer to Exchange document. You are likely an eligible partner with eligible stock options by virtue of receiving this packet of information.

In this Exchange Offer packet:

This packet contains important information about the Exchange Offer, including:

• Personal Identification Number (“PIN”), located on the upper-right hand corner of this letter (your PIN is required to participate online);

• Offer to Exchange document describing the terms and conditions of the Exchange Offer;

• Frequently Asked Questions (included in the Offer to Exchange document);

• Personalized paper election form, listing your eligible stock options, exchange ratios and the number of new stock options for which your eligible stock options can be exchanged; and

• Personalized paper notice of withdrawal, in the event you decide to withdraw your election before the Exchange Offer expires.

Certain international partners will have country-specific documents to complete in order to participate. If you are one of those partners, your country-specific documents are also enclosed. We are making this offer on the terms and subject to the conditions described in the Offer to Exchange document, election form and notice of withdrawal.

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How to participate:

You have two ways to elect to participate or modify a previous election in the Exchange Offer:

1.	Stock Option Exchange Program Website:
	Use the Stock Option Exchange Program Website established for the Exchange Offer at https://www.corp-action.net/starbucks.
2.	Mail:
	You may complete the enclosed paper election form and send it to BNY Mellon Shareowner Services (“BNYMellon”) at the addresses noted on the form. You must return your completed and signed election form only to BNYMellon.

Submissions by any other means, including delivery directly to Fidelity, Starbucks or its subsidiaries, will NOT be accepted.

The most cost-effective way to make your exchange election(s) is on the Stock Option Exchange Program Website available at https://www.corp-action.net/starbucks. The cost (paid by Starbucks) for access to the Website is significantly lower than the fee to process a paper election form.

Deadline:

If you choose to participate in the Exchange Offer, your election(s) must be submitted online and/or your properly completed and signed paper election form must be received by BNYMellon by 5:00 p.m., Pacific, on Friday, May 29, 2009, unless this deadline is extended. If the deadline is extended, we will provide appropriate notice of the extension and the new deadline no later than 6:00 a.m., Pacific, on the business day after the previous deadline. The expiration deadline will be strictly enforced. Please note that no paper election forms will be accepted unless they are properly completed, signed and received by BNYMellon before the deadline, even if they are mailed or postmarked before the deadline. If you choose to participate in the Exchange Offer, your new stock options will be granted with an exercise price equal to the closing price of Starbucks common stock on the new stock option grant date, which is expected to be the next business day after the expiration of the Exchange Offer (e.g., June 1, 2009 for a May 29, 2009 expiration date).

Withdrawal:

If you wish to withdraw some or all of your previously surrendered eligible stock options from the Exchange Offer, you must notify BNYMellon of your withdrawal election either online through the Stock Option Exchange Program Website or by mail. The deadline for submitting a withdrawal election is the same as the deadline for submitting an election form, as discussed above.

Informational Sessions:

Beginning in May, we intend to provide informational sessions for eligible partners in the U.S. and International markets to discuss the details of the Exchange Offer and the process for participation. More information about the sessions will be posted on the Portal and distributed to stores and regional support centers. These sessions are not a substitute for carefully reviewing the enclosed materials and are not intended to provide a comprehensive overview of the program.

You should carefully read the enclosed information, and you are encouraged to consult your own outside tax, financial and legal advisors as you deem appropriate before you make any decision whether to participate in the Exchange Offer. Participation involves risks that are discussed in the “Risk Factors” section of the Offer to Exchange document. No one from Starbucks or BNYMellon is, or will be, authorized to provide you with advice, recommendations or additional information in this regard.

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If you have questions about the Exchange Offer or how to participate, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

From within North America: 1-866-221-4118
From outside North America (other than Chile): 800-327-61460
From Chile: (201) 680-6875
TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday – Friday, Pacific)

Warm regards,

Howard Schultz
chairman, president and chief executive officer

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EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

May 1, 2009

Subject:      Commencement of Stock Option Exchange Program

Dear Partners,

I am pleased to announce that today we have commenced the voluntary stock option exchange program you may recall hearing about in prior communications. The program will give eligible partners a one-time opportunity to surrender certain outstanding underwater stock options in exchange for a lesser amount of new stock options with a lower exercise price. This is a voluntary program – eligible partners will make their own choice whether to participate.

Today we have also begun mailing personalized exchange offer packets to eligible partners with information about the program and how to participate. The packets will be mailed to eligible U.S. and Canadian partners’ homes, and to all other eligible partners’ work locations. Eligibility criteria are explained in detail in the program materials being mailed, but generally speaking the program is open to current partners (other than senior executives) who hold stock options granted between April 15, 2004 and December 1, 2007 that have an exercise price greater than $19.00 per share. Eligible partners who wish to participate must make their elections before the offer expiration deadline of 5:00 p.m. Pacific on May 29, 2009 (or a later date if the offer is extended). If you believe you are an eligible partner and have not received a personalized exchange offer packet by May 8, 2009, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

• From within North America: 1-866-221-4118

• From outside North America (other than Chile): 800-327-61460

• From Chile: (201) 680-6875

• TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday – Friday, Pacific)

As explained in the program materials, eligible partners can participate online through the stock option exchange program website, which opened today and is available at https://www.corp-action.net/starbucks. The personalized PIN included in the exchange offer packet being delivered to each eligible partner is necessary to participate online, so eligible partners will need to receive their packets before they can participate.

We have also electronically filed program materials with the U.S. Securities and Exchange Commission (“SEC”). You can view the materials on-line at http://investor.starbucks.com or www.sec.gov. Please note, however, that the materials filed online do not contain the personalized information that eligible partners will need in order to participate. That personalized information is included only in the exchange offer packets being mailed.

This memo is merely an announcement that the stock option exchange program has commenced and that eligible partners should expect a delivery of a personalized exchange offer packet in the coming days. The specific details of the option exchange program are covered in the materials included in the packets and filed with the SEC. Eligible partners should carefully review those materials to make an informed decision whether to participate.

Warm regards,

Howard Schultz
chairman, president and ceo

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

STARBUCKS CORPORATION
STOCK OPTION EXCHANGE PROGRAM
FREQUENTLY ASKED QUESTIONS (FAQ)
May 1, 2009

General Information

The following Frequently Asked Questions (“FAQ”) were prepared to address common questions that you may have about the offer to exchange certain outstanding underwater stock options (“eligible stock options”) for a lesser amount of new stock options with a lower exercise price (“Exchange Offer”) made by Starbucks Corporation (“Starbucks,” “we,” “us” and “Company”) to partners eligible to participate in the Exchange Offer. The information in this FAQ is based on the information contained in the Offer to Exchange document dated May 1, 2009 and related materials, filed by Starbucks with the Securities and Exchange Commission (“SEC”) on May 1, 2009 and delivered to eligible partners by mail. The information in this FAQ is provided as of May 1, 2009 and does not contain complete details about the Exchange Offer. Additional information about the Exchange Offer is available in the Offer to Exchange document and related materials.

Glossary of Terms:

Company:	Starbucks Corporation (also known as Starbucks Coffee Company)
Exchange Ratio:	The exchange ratio determines the number of eligible stock options required to be surrendered (“exchanged”) in order to receive one new stock option (e.g., a 2.01:1 exchange ratio means 2.01 eligible stock options must be surrendered for each new stock option). The exchange ratios are designed to result in a fair value of the new stock options that is approximately equal to the fair value of the eligible stock options that are surrendered for exchange.
Exercise of Stock Options:	Exercising stock options is the process of purchasing the underlying shares of Company stock at the fixed price specified in the stock option grant agreement, regardless of the current market price. If you elect a “cashless exercise” of your vested stock options, you immediately sell the shares you acquire upon exercise of your stock options.
Grant Date of Stock Options:	The date on which a stock option is granted.
New Stock Options:	Stock options to be granted in exchange for eligible stock options that are surrendered in the Exchange Offer. Such new stock options will be granted in a lesser amount and with a lower exercise price than the surrendered eligible stock options. The number of new stock options granted is based on the exercise price of the exchanged stock options and the applicable exchange ratios.
Outstanding Stock Options:	Stock options you still hold and have not exercised.
Surrender:	In the context of the Exchange Offer, “surrendering” eligible stock options means giving up your rights to those eligible stock options in exchange for a lesser amount of new stock options with a lower exercise price and new terms.
Underwater:	A stock option is considered “underwater” if the exercise price of the stock option is higher than the current market price.

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Vesting: When your stock options become exercisable, they are referred to as being “vested”. The vesting schedule applicable to your stock options will be set forth in your stock option grant agreement(s). For example, a typical vesting requirement at Starbucks is that you need to be continuously employed by Starbucks, or one of its subsidiaries, for four years for your stock options to become 100% vested. The vesting period for the new stock options offered in the Exchange Offer is two years.

What is the Exchange Offer?

The Exchange Offer is a voluntary, one-time opportunity for eligible partners to surrender eligible stock options in exchange for a lesser amount of new stock options with a lower exercise price.

Why is Starbucks making the Exchange Offer?

We believe that an effective and competitive partner incentive program is imperative for the success of our business. We rely on our experienced and productive partners and their efforts to help us achieve our business objectives. At Starbucks, stock options constitute a key component of our incentive and retention programs because we believe that equity compensation encourages partners to act like owners of the business, motivating them to work toward our success and rewarding their contributions by allowing them to benefit from increases in the value of our shares. Our long-term incentive compensation program is broad-based, with approximately 96,000 partners in 15 countries at all levels, including qualified part-time partners, receiving equity awards in the most recent regular annual grant in November 2008. Due to the significant decline of our stock price during the last few years, many of our partners now hold underwater stock options with exercise prices significantly higher than the current market price of our common stock.

Why can’t Starbucks just grant eligible partners additional stock options?

Issuing new stock options without cancelling any previously granted stock options would increase our operating expenses, as we would need to expense both the new stock options and the previously granted stock options. This would decrease our reported earnings and could negatively impact our stock price. We designed the Exchange Offer to avoid the potential dilution in ownership to our shareholders that would result if we granted partners additional stock options to supplement their underwater stock options. Granting more stock options would increase the number of outstanding stock options relative to our outstanding shares of common stock (sometimes called “overhang”), which we do not believe would be in the best interests of our shareholders.

Who is eligible to participate in the Exchange Offer?

The Exchange Offer will be open to all U.S. and international partners who hold eligible stock options, subject to some exceptions discussed in the Offer to Exchange document (see the answer to Question 2 in the Summary Term Sheet of the Offer to Exchange document). Although we intend to include all partners located outside the United States, we may exclude partners if, for any reason, we believe that their participation would be illegal, inadvisable or impractical. We reserve the right to withdraw the Exchange Offer in any jurisdiction.

You are an “eligible partner” if you are:

•  A U.S. or international partner who holds eligible stock options;

•  Employed on the date the Exchange Offer commences and remain employed through the date the new stock options are granted;

•  Eligible to participate in the Starbucks Corporation Amended and Restated 2005 Long-Term Equity Incentive Plan; and

•  Not a member of our senior leadership team (our executive officers and other designated senior officers) or our Board of Directors.

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Must I participate in the Exchange Offer?

No. Participation in the Exchange Offer is completely voluntary. If you choose not to participate, you will keep all of your currently outstanding stock options, including stock options eligible for the Exchange Offer, and you will not receive new stock options in the Exchange Offer. No changes will be made to the terms of your current stock options if you decline to participate. If you decide not to surrender any of your eligible stock options for exchange in the Exchange Offer, you do not need to do anything.

When will the Exchange Offer take place?

The Exchange Offer began at 12:01 a.m., Pacific, on Friday, May 1, 2009 and will expire at 5:00 p.m., Pacific, on Friday, May 29, 2009, unless extended in our sole discretion.

Which stock options are eligible for exchange in the Exchange Offer?

To be eligible for exchange in the Exchange Offer, an outstanding stock option must (a) have an exercise price greater than $19.00, which approximates the 52-week high trading price of our common stock as reported by the NASDAQ Global Select Market (measured from the commencement date of the Exchange Offer), and (b) have been granted prior to December 1, 2007. Note that all references to dollars (“$”) are to United States dollars.

How do I find out how many eligible stock options I have and what their exercise prices are?

You can review a list of your eligible stock options and their exercise prices the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. This information is also included in the paper election form that was included in the materials mailed to you along with the Offer to Exchange document.

If I elect to participate and my surrendered eligible stock options are accepted, how many new stock options will I receive in exchange?

The number of new stock options that you receive will depend on the exercise price(s) of your surrendered eligible stock options and the applicable exchange ratios, as shown below. Note that the exchange ratios apply to each of your stock option grants separately. This means that the various stock option grants you have received may be subject to different exchange ratios.

	The Exchange Ratio Is
If the Per Share Exercise Price of an	(Eligible Stock Options
Eligible Stock Option Grant Is	to New Stock Options)
$19.01 to $24.99		2.01-to-1
$25.00 to $29.99		3.19-to-1
$30.00 to $34.99		3.54-to-1
$35.00 and above		4.44-to-1

The following example illustrates how the exchange ratios will apply in a hypothetical exchange of eligible stock options:

Eligible Stock Option Grant	Exercise Price		Exchange Ratio	New Stock Option Grant
120 stock options	$	22.87	2.01-to-1	60 stock options (120 divided by 2.01 — rounded to the nearest whole stock option)
310 stock options	$	36.75	4.44-to-1	70 stock options (310 divided by 4.44 — rounded to the nearest whole stock option)
Total Stock Options Exchanged: 430				Total New Stock Options: 130

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How did Starbucks determine what exchange ratios would be used?

Starbucks used a standard valuation model to determine the actual exchange ratios. The exchange ratios are designed to result in a fair value of the new stock options that is approximately equal to the fair value of the stock options that are surrendered for exchange. If, after the exchange of eligible stock options in any particular stock option grant, you would be left with a fractional stock option, we will round such fractional stock option to the nearest whole stock option (greater than or equal to 0.5 is rounded up to the nearest whole stock option and less than 0.5 is rounded down to the nearest whole stock option). Based on this rounding convention, you will not be able to surrender for exchange any otherwise eligible stock option grant that does not have sufficient underlying stock options to result in at least 0.5 new stock options after the exchange (which would be rounded up to one whole new stock option).

Why isn’t the exchange ratio simply one-for-one for all eligible stock options? Why am I getting fewer stock options in exchange?

We believe the exchange ratios must balance the interests of both our partners and our shareholders, and as a result, we have designed it to be “value for value.” Each eligible stock option has a lower fair value than each new stock option; therefore, more eligible stock options are required to be surrendered than new stock options issued for their fair values to be approximately equal.

What happens if some of my eligible stock options are subject to a domestic relations order, or comparable legal document, as the result of the end of a marriage?

Any portion of an eligible stock option grant that is subject to a binding domestic relations order (or comparable legal document as the result of the end of a marriage) that has been delivered to Starbucks, and that is beneficially owned by a person who is not an eligible partner (e.g., an eligible partner’s ex-spouse), is not eligible to be exchanged in the Exchange Offer (even if legal title to that portion of the stock option grant is held by an eligible partner). In this circumstance, only the portion of an eligible stock option grant that is beneficially owned by an eligible partner may be exchanged.

How can I make my exchange election in the most cost-effective manner?

A paper election form and notice of withdrawal form are included in your Exchange Offer packet; however, the most cost-effective way to make your exchange elections is on the Stock Option Exchange Program Website at https://www.corp-action.net/starbucks. The cost (paid by Starbucks) for access to the Website is significantly lower than the fee to process a paper election form or notice of withdrawal.

How do I participate in the Exchange Offer?

If you are an eligible partner, you will receive an Exchange Offer packet (delivered to your home for U.S. and Canadian partners or to your store location for partners outside of North America) with information on how to participate online or by mail. Many partners may find that the quickest and easiest way to participate in the Exchange Offer is to access the Stock Option Exchange Program Website at https://www.corp-action.net/starbucks.

To participate via the Web, you will first be asked to select your home country’s flag to continue the process in your country’s language. You will then complete the login by entering your Personal Identification Number (“PIN”) and clicking on the “Continue” button. Your PIN is provided on the first page of the cover letter that is included in your Exchange Offer packet. After logging in, the online election form will display the following personalized information for each eligible stock option grant you hold:

•  Stock option grant number;

•  Stock option grant ID;

•  Stock option grant date;

•  Number of eligible stock options that may be exchanged;

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•  Current exercise price per share;

•  Applicable exchange ratio; and

•  New stock option grant amount if eligible stock option grant is exchanged.

You are required to elect either “Exchange” or “Do Not Exchange” for each of your eligible stock option grants. You may exchange your eligible stock options on a grant-by-grant basis, meaning, you may choose to exchange some stock option grants and choose not to exchange others. Please note, your elections are not completed until you hit the “Submit” button.

If you choose to participate in the Exchange Offer online, you must submit your election(s) on or before 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). Your eligible stock options will not be considered surrendered until BNY Mellon Shareowner Services (“BNYMellon”) receives your properly submitted election (either online at the Stock Option Exchange Program Website or via a paper election form). You must allow for delivery time based on the method of submission you choose to ensure that BNYMellon receives your election before the deadline.

If you miss the deadline or submit an election form or notice of withdrawal that is not properly completed as of the deadline, your election or withdrawal will not be accepted. You are responsible for making sure that the paper election form and/or notice of withdrawal are properly completed, signed and received by BNYMellon, or your online election is submitted, by the deadline.

How do I participate if I have computer difficulties or do not have access to the Internet?

If you want to participate in the Exchange Offer and are not able to submit your election(s) online via the Stock Option Exchange Program Website (at https://www.corp-action.net/starbucks) as a result of computer difficulties, or you do not have access to the Stock Option Exchange Program Website for any reason, including lack of Internet services, you must complete a paper election form or notice of withdrawal, which are included in your Exchange Offer packet. You are required to elect either “Exchange” or “Do Not Exchange” for each of your eligible stock option grants on the paper election form. Any election form submitted without an “Exchange” or “Do Not Exchange” election for each eligible stock option grant will be rejected.

Can I make my elections on the phone with the BNY Mellon Shareowner Services Customer Service Center?

No. You may only submit your elections either online via the Stock Option Exchange Program Website or by completing, signing and mailing in your paper election form or notice of withdrawal. The BNY Mellon Shareowner Services Customer Service Center representatives are not permitted to take or process your elections via the telephone, although they may call you to clarify any ambiguities in your election submissions.

If I participate, will I be required to give up all of my rights under the surrendered eligible stock options?

Yes. On the expiration of the Exchange Offer, any eligible stock options you surrender in exchange for new stock options that are accepted for exchange will be cancelled, and you will no longer have any rights under those surrendered eligible stock options.

What happens to eligible stock options that I choose not to surrender or that are not eligible for exchange in the Exchange Offer?

The Exchange Offer will have no effect on eligible stock options that you choose not to surrender or on stock options that are not eligible for exchange. No changes will be made to the terms and conditions of your outstanding stock options that are not exchanged.

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When and how can I withdraw previously surrendered eligible stock options?

If you elect to surrender eligible stock options and later change your mind, you may withdraw your surrendered stock options by notifying BNYMellon of your election to withdraw such eligible stock options before the Exchange Offer expires. You may notify BNYMellon of your withdrawal election in one of the following two ways:

•  By revising your election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. Your online withdrawal election must be submitted before the Exchange Offer expiration deadline of 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

•  By completing and returning the paper notice of withdrawal included in the materials mailed to you with the Offer to Exchange document, and delivering it to BNYMellon according to the instructions contained in the materials so that BNYMellon receives it before the Exchange Offer expiration deadline of 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

The method of delivery is at your own discretion and risk. You must allow for delivery time based on the method of submission that you choose to ensure that BNYMellon receives your withdrawal election before the deadline. If you miss the deadline for notifying BNYMellon of your withdrawal election but remain an eligible partner, any previously surrendered eligible stock options will be cancelled and exchanged pursuant to the Exchange Offer.

When and how can I modify previous elections?

You may modify your previous election(s) at any time before the expiration deadline (5:00 p.m., Pacific, on Friday, May 29, 2009, or such later date as may apply if the Exchange Offer is extended). Your final election(s) received as of the expiration deadline will supersede any previous election(s). You can modify previous elections online at the Stock Option Exchange Program Website. You may also modify a previous election by sending a paper notice of withdrawal or a paper election form.

I have lost my Exchange Offer packet or PIN, or need another paper election form or notice of withdrawal. How can I get one?

If you have lost your Exchange Offer packet or PIN, need another paper election form or notice of withdrawal, or have other questions, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m., Pacific, Monday to 9:00 p.m., Pacific, Friday) at the numbers below:

From within North America: 1-866-221-4118
From outside North America (other than Chile): 800-327-61460
From Chile: (201) 680-6875
TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily,
Monday — Friday, Pacific)

How will I know if my election form or my notice of withdrawal has been received?

You can check the Election Confirmation page on the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks, at any time to see your current election(s). Additionally, if you notify BNYMellon of your election to participate in the Exchange Offer or your election to withdraw previously surrendered eligible stock options by submitting a paper election form or notice of withdrawal, BNYMellon will mail you confirmation of receipt of your paper election form or notice of withdrawal shortly after it is received. However, it is your responsibility to ensure that BNYMellon receives your election form or notice of withdrawal, as applicable, prior to the expiration of the Exchange Offer.

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What will happen if my election is not made online or received in paper form by the deadline?

If your election(s) are not received by BNYMellon by the expiration deadline (either through online submission or by paper election form), then all of your eligible stock options will remain outstanding at their original exercise prices and subject to their original terms and conditions. If you decide not to surrender any of your eligible stock options for exchange in the Exchange Offer, you do not need to take any action.

Can I exchange the remaining portion of an eligible stock option grant that I have already partially exercised?

Yes. If you previously exercised an eligible stock option grant in part, the remaining outstanding (unexercised) portion of the eligible stock option grant can be surrendered for exchange in the Exchange Offer.

Can I exchange shares of Starbucks common stock that I acquired upon exercise of my Starbucks stock options?

No. This offer only applies to outstanding Starbucks stock options that are eligible under the Exchange Offer. You will not be able to exchange shares of Starbucks stock that you own outright.

My eligible stock options are already vested. Would my new stock options also be fully vested?

No. The new stock options would be subject to the new two-year vesting schedule as illustrated below.

When will the new stock options vest?

Should you elect to participate in the Exchange Offer, your surrendered eligible stock options will be exchanged for new stock options that will be subject to a new two-year vesting schedule. Under this vesting schedule, 50% of the new stock options will vest upon the 12-month anniversary of the new stock option grant date and the remaining 50% of the new stock options will vest upon the 24-month anniversary of the new stock option grant date so long as you remain employed during that period. Below is an example that assumes the Exchange Offer expires on May 29, 2009, and the new stock option grant date is June 1, 2009:

				Original Vesting		First Vesting		Final Vesting
Original Grant	Current Vested			Date of Eligible		Date of New		Date of New
Date of Eligible	Percent (as of			Stock Options		Stock Options		Stock Options
Stock Options	May 1, 2009)			(100% Vested)		(50% Vested)		(100% Vested)
Nov. 16, 2004		100	%		Oct. 1, 2008		June 1, 2010		June 1, 2011
Nov. 16, 2005		75	%		Oct. 1, 2009		June 1, 2010		June 1, 2011
Nov. 20, 2006		50	%		Nov. 20, 2010		June 1, 2010		June 1, 2011
Nov. 19, 2007		25	%		Nov. 19, 2011		June 1, 2010		June 1, 2011

Why is the Company extending the vesting period for exchanged stock options that were already vested?

We believe that the Exchange Offer will provide renewed incentives to our partners who participate, by allowing them to exchange certain underwater stock options for a lesser amount of new stock options with a lower exercise price. We also believe the Exchange Offer will enable us to enhance long-term shareholder value by providing greater assurance that we will be able to retain experienced and productive partners, in part through the two-year vesting period for new stock options.

What will my new stock option exercise price be?

The new stock options will be granted with an exercise price equal to the closing price of Starbucks common stock as reported by the NASDAQ Global Select Market on the new stock option grant date (expected to be the next business day after the expiration of the Exchange Offer, which would be June 1, 2009 if the offer expires on Friday, May 29, 2009).

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We cannot predict the exercise price of the new stock options. We recommend that you obtain current market quotations for our common stock before deciding whether to exchange your eligible stock options. You may obtain the current trading price of Starbucks stock at http://www.nasdaq.com and enter the Starbucks stock trading ticker symbol: SBUX.

Will the terms and conditions of the new stock options be the same as the exchanged stock options?

No. You will receive a lesser amount of new stock options and the new stock options will have a different exercise price. The new stock options will have a seven-year term, instead of the typical ten-year term of the currently outstanding stock options. For example, if your new stock options were granted on June 1, 2009, you would have until June 1, 2016 to exercise the new stock options (assuming you remain employed through that period). The new stock options will have a new two-year vesting period from the grant date, as discussed above. Refer to the Offer to Exchange document for further information on the differences in terms and conditions.

If I elect to participate in the Exchange Offer, when will I receive my new stock options?

We expect to cancel all properly surrendered eligible stock options on the same day that the Exchange Offer expires, currently set for May 29, 2009. We also expect that the new stock option grant date will be the next business day after the expiration of the Exchange Offer (currently expected to be June 1, 2009). If the expiration date is extended, then the cancellation date for surrendered stock options and the new stock option grant date will be similarly extended. We will issue new stock option agreements as soon as reasonably practicable following the new stock option grant date.

What if I elect to participate in the Exchange Offer and then leave Starbucks before the date the new stock options are granted?

If you elect to participate in the Exchange Offer and your employment terminates for any reason before the new stock option grant date, your exchange election will be cancelled and you will not receive new stock options. If this occurs, no changes will be made to the terms of your current stock options, and those stock options will be treated as if you had declined to participate in the Exchange Offer.

What if I elect to participate in the Exchange Offer and then leave Starbucks after the new stock options are granted?

If you elect to participate in the Exchange Offer and surrender eligible stock options for exchange, and if we accept your surrendered stock options, your new stock options will be granted on the new stock option grant date. If your employment terminates for any reason after the new stock option grant date, the terms and conditions of any new stock options granted in the Exchange Offer will apply.

What if I am on an authorized leave of absence?

Eligible partners who are on an authorized leave of absence will be able to participate in the Exchange Offer. If you elect to exchange your eligible stock options and you are on an authorized leave of absence on the new stock option grant date, you will be entitled to receive a new stock option grant on the stock option grant date as long as all other eligibility requirements are still met.

How do I decide whether to exchange my eligible stock options for new stock options?

We are providing as much information as possible to assist you in making your own informed decision. You must make your own decision on whether to surrender your eligible stock options for exchange. You are encouraged to seek further advice from your tax, financial and legal advisors if you deem it appropriate. No one from Starbucks or BNYMellon is, or will be, authorized to provide you with advice, recommendations or additional information in this regard. You should also review the section entitled “Risk Factors” in the Offer to Exchange document for a discussion of the risks of participating in the Exchange Offer.

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What happens if, after the grant date of the new stock options, my new stock options end up being underwater again?

The Exchange Offer is a one-time opportunity and is not expected to be offered again. We can provide no assurance as to the price of our common stock at any time in the future.

Will I owe taxes if I participate in the Exchange Offer?

Generally, for U.S. federal income tax purposes, we believe the exchange of eligible stock options for new stock options pursuant to the Exchange Offer should be treated as a nontaxable exchange and that no income should be recognized upon the grant of the new stock options. The tax consequences for participating non-U.S. eligible partners may differ from the U.S. federal income tax consequences and, in some instances, are not entirely certain. We have provided additional information about the tax consequences applicable in the countries outside the United States in which eligible partners reside in the Schedules attached to the Offer to Exchange document. We encourage all eligible partners who are considering exchanging their eligible stock options pursuant to the Exchange Offer to consult with their own tax advisors with respect to the federal, state, local and foreign tax consequences of participating in the Exchange Offer.

Are there special tax or other provisions applicable to non-U.S. partners?

Yes. Additional country-specific information about special tax and other provisions applicable to partners in those countries is provided in the Schedules to the Offer to Exchange document.

CIRCULAR 230 DISCLAIMER.  The following disclaimer is provided in accordance with Treasury Department Circular 230. You are hereby notified that (a) the summary above is not intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under the Internal Revenue Code, (b) the summary above was written to support the promotion or marketing (within the meaning of Circular 230) of the transaction(s) or matter(s) addressed by this communication, and (c) each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

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EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

Stock Option Exchange Program Informational Presentation Option Exchange Program Timeline Begins: 12:01 a.m. Pacific, Friday, May 1, 2009 Ends: 5:00 p.m. Pacific, Friday, May 29, 2009, unless extended This informational presentation is only a summary of the Stock Option Exchange Program. For additional detail, please review the documents included in your Exchange Offer packet that was mailed to eligible partners on May 1, 2009.

Speaker Notes

Greetings Partners! Thank you for joining us today. We are very excited to talk to you about the Stock Option Exchange Program. The Exchange Program opened to all eligible partners on Friday, May 1, 2009 and will close on Friday, May 29, 2009. The purpose of this presentation is to provide an overview of how this program works and give you an additional resource to help you make a decision about whether to participate in this voluntary, one-time opportunity.

Please note that this informational presentation is only a summary of the Stock Option Exchange Program. For additional detail, please review the documents included in your Exchange Offer packet that was mailed to eligible partners on May 1, 2009.

{For in-person markets: At the end of this presentation, we will have time to answer any questions you may have.}

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Stock Option Exchange Program Presentation Objective The objective of this presentation is to communicate the key components of the Stock Option Exchange Program Stock Option Overview Purpose of the Exchange Program Key Terms How the Exchange Program Works Hypothetical Stock Option Gains Certain Terms and Conditions of the New Stock Option Grants How to Participate Taxation Steps to Prepare Timeline Available Resources

Speaker Notes

The objective of this presentation is to communicate the key components of the Stock Option Exchange Program.

Today we will cover....

• A Stock Option Overview

• The Purpose of the Exchange Program

• Definitions of Key Terms

• How the Exchange Program Works

• Hypothetical Stock Option Gains (including walking through some examples)

• Certain Terms and Conditions of the New Stock Option Grants

• How to Participate

• Taxation (considerations based on where you live and work)

• Steps to Prepare

• The Overall Timeline for the Exchange Program, and

• Available Resources

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Stock Option Overview Philosophy and History Broad-based stock options, like Bean Stock, are a key component of our incentive and retention programs We believe stock options encourage our partners to act like owners of the business by: Motivating our partners to work towards our success Rewarding our partners' contributions by allowing them to benefit from increases in our stock price Bean Stock began in 1991, when 700 partners received the first stock option grant. Last year, approximately 96,000 partners in 15 countries received a Bean Stock grant

Speaker Notes

At Starbucks, we believe that an effective and competitive partner incentive program is critical for the success of our business. Our stock based incentive programs are an important component of our retention programs.

We believe stock options encourage our partners to act like owners of the business by:

– Motivating our partners to work towards our success

– Rewarding our partners’ contributions by allowing them to benefit from increases in our stock price

Bean Stock began in 1991, when 700 partners received the first stock option grant. Last November approximately 96,000 partners in 15 countries below director level, including eligible part-time partners, received a stock option grant.

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Underwater Annual Stock Awards Underwater Annual Stock Awards Grant Date Original Exercise Price 11/19/07 $22.87 11/16/04 $27.32 11/16/05 $30.42 11/20/06 $36.75 Starbucks Average Stock Price from April 1 - 28, 2009 = $12.07 Stock Option Overview Underwater Stock Options The decline in Starbucks stock price has left approximately four years of stock options underwater. These underwater stock options provide less motivation and opportunity for rewards than was originally intended

Speaker Notes

Due to the significant decline of our stock price during the last few years, many of our partners now hold stock option grants with exercise prices significantly above the current market price of Starbucks stock. These stock option grants are referred to as underwater stock options. As a result, for many partners, these stock options are ineffective at providing the incentives and retention value that we believe are necessary to motivate and retain our partners.

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Purpose of the Exchange Program The Exchange Program is a voluntary, one-time opportunity for eligible partners to surrender eligible outstanding underwater stock options in exchange for a lesser amount of new stock options with a lower exercise price The purpose of the Exchange Program is to provide partners who hold eligible underwater stock options motivation to work towards our success and reward our partners' contributions by allowing them to benefit from increases in our stock price

Speaker Notes

The Exchange Program is a voluntary, one-time opportunity for eligible partners to surrender eligible outstanding underwater stock options in exchange for a lesser amount of new stock options with a lower exercise price.

The purpose of the Exchange Program is to provide partners who hold eligible underwater stock options motivation to work towards our success and rewarding our partners’ contributions by allowing them to benefit from increases in our stock price.

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Key Terms Stock Options: the right to buy shares of Starbucks stock at a set price (also known as the exercise price) for a specified period of time Eligible Stock Options: those outstanding stock options granted between April 15, 2004 and December 1, 2007. Also referred to as "Original Stock Options" Underwater: when the exercise price of the eligible stock option is higher than the current market price of Starbucks stock Example: a stock option grant on 11/20/06 has an exercise price of $36.75 because that was the closing price of Starbucks stock on that date. Starbucks stock is currently trading well below this price; therefore this stock option grant is considered "underwater" Surrender: means to give something up. If you choose to participate in this program, you will be giving up your right to the eligible stock option grant Exchange: to surrender eligible stock options and receive a lesser number of new stock options with a lower exercise price under this offer

Speaker Notes

Before we go any further, let’s spend a few minutes going over some key terms that are important for understanding how the Exchange Program works.

First, the term Stock Options refers to your right to buy shares of Starbucks stock at a set price (also known as the exercise price) for a specified period of time.

Eligible Stock Options— those outstanding stock options granted between April 15, 2004 and December 1, 2007. Also referred to as “Original Stock Options.”

Underwater— means that the exercise price of the eligible stock option is higher than the current market price of Starbucks stock.

– For example, if you received a stock option grant on November 20, 2006, your exercise price is $36.75, which was the closing price of Starbucks stock on that date. Starbucks is currently trading well below $36.75, therefore this stock option grant is considered “underwater”.

Surrender— means to give something up. If you choose to participate in this program, you will be giving up your rights under the eligible stock option grant that you surrender.

Exchange— is to surrender eligible stock options and receive a lesser number of new stock options at a lower exercise price.

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Key Terms (continued) New Stock Options: refers to new stock options that participating partners will receive upon "surrendering" their eligible outstanding stock option grant Exercise Price: the price at which Starbucks stock can be purchased by exercising a stock option; the exercise price is fixed when the stock option is granted and is always the closing price of Starbucks stock on the grant date Cross-Over Stock Price: for a particular outstanding stock option grant that is eligible to be exchanged, is the price of Starbucks stock at which potential gains from the eligible outstanding grant and the new stock option grant are approximately equal Outstanding: previously granted stock options that have not been fully exercised or cancelled Vesting: the time period that passes which gives you the right to exercise your stock option over a period of time; when a portion of your stock option has vested, you may exercise the vested portion for actual shares of Starbucks stock Exercising: to purchase the underlying shares of stock at the exercise price, regardless of the current market price

Speaker Notes

New Stock Options— refers to new stock options that participating partners will receive upon “surrendering” their eligible outstanding stock option grant.

Exercise Price— refers to the price at which Starbucks stock can be purchased by exercising a stock option. The exercise price is fixed when the stock option is granted and is always the closing price of Starbucks stock on the grant date.

Cross-Over Stock Price— is a new term that you most likely have not heard before. Cross-over stock price, for a particular outstanding stock option grant that is eligible to be exchanged, is the price of Starbucks stock at which potential gains from the eligible outstanding grant and the new stock option grant are approximately equal.

The stock options that are eligible for this program must be outstanding. An outstanding stock option is an option that has not been fully exercised or cancelled and is still held in your name. If you have partially exercised a portion of an eligible grant the remaining outstanding stock options are eligible for the Exchange Program.

Vesting— is the time period that passes which gives you the right to exercise your stock option over a period of time. When a portion of your stock option has vested, you may “exercise” that portion for actual shares of Starbucks stock.

Exercising— is to purchase the underlying shares of stock at the exercise price, regardless of the current market price. This also includes a “cashless exercise,” which many partners do, where the shares of stock acquired on exercise of a stock option are immediately sold allowing the partner to “cash out” their options.

Now let’s walk through how the Exchange Program works.

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How the Exchange Program Works Partner Eligibility You are an eligible partner if you are: A U.S. or international partner that is eligible under the 2005 Long-Term Equity Incentive Plan and who holds eligible stock options Employed on the date the Exchange Program began (May 1, 2009) and remain employed through the date the new stock options are granted (expected to be June 1, 2009) Members of Howard's senior leadership team and members of the board of directors are excluded from participating Partners on an approved leave of absence are permitted to participate as long as all eligibility requirements are met

Speaker Notes

The Stock Option Exchange Program is being offered to U.S. and international partners who hold eligible stock options.

A partner holding eligible stock options, must be employed on May 1, 2009, the date the Stock Option Exchange Program began, and must remain employed through the date the new stock options are granted which is expected to be June 1, 2009. Partners also must be eligible to participate in the 2005 equity plan.

Members of Howard’s senior leadership team (or Howard’s direct reports) and members of the board of directors are not eligible to participate in this program.

If you are a partner who is on an approved leave of absence and otherwise meet the eligibility requirements, you are eligible to participate.

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How the Exchange Works Eligible Stock Options Must be an outstanding stock option grant with an exercise price greater than $19.00; and Granted between April 15, 2004 and December 1, 2007. This includes four out of the last five annual grants: November 19, 2007 November 20, 2006 November 16, 2005 November 16, 2004

Speaker Notes

To be eligible for exchange, the stock option must have an exercise price greater than $19.00 per share, which is the approximate 52-week high trading price of our common stock as reported on NASDAQ™.

The stock option must also have been granted between April 15, 2004 and December 1, 2007. April 15, 2004 is the first date that the exercise price of a grant exceeded $19.00.

Four out of the last five annual stock option grants were made between April 15, 2004 and December 1, 2007 and are eligible for the Exchange Program.

Additionally, new hire and promotional grants within this timeframe are also eligible.

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How the Exchange Program Works Exchange Ratios If the Per Share Exercise Price is.... .... the Exchange Ratio is* $19.01 to $24.99 2.01 to 1 $25.00 to $29.99 3.19 to 1 $30.00 to $34.99 3.54 to 1 $35.00 and Up 4.44 to 1 If you choose to participate in the Exchange Program, the number of new stock options you will receive depends on three factors: 1) the exercise price of the stock options surrendered, 2) the exchange ratio, and 3) the number of eligible stock options surrendered * Number of Eligible Stock Options required for one New Stock Option

Speaker Notes

If you choose to participate in the Exchange Program, the number of new stock options you will receive depends on three factors:

1)	the exercise price of the stock options surrendered,
2)	the exchange ratio, and
3)	the number of eligible stock options surrendered

The exchange ratios were set using a standard stock option valuation model so that the value of surrendered stock options is approximately equal to the value of new stock options.

This chart shows, at various exercise prices, the number of required eligible stock options that must be surrendered to receive one new stock option with a lower exercise price.

Let’s walk through the first row of the chart. Eligible stock option grants with an exercise price of $19.01 up through $24.99 have an exchange ratio of 2.01 to 1. This means that for every 2.01 options surrendered you will receive 1 new option with a lower exercise price.

Please take a moment and review the other exchange ratios and corresponding exercise prices. {Facilitator pause and let partners review chart.}

Now let’s review an example of what an eligible stock option might look like if it were exchanged.

10

How the Exchange Program Works Example - Joe Espresso The example below illustrates the exchange of one of Joe's stock option grants Joe's New Stock Option Grant of 40 shares will have a new grant date (expected to be June 1, 2009) and a lower exercise price Grant Date Eligible Stock Option Grant Exercise Price Exchange Ratio New Stock Option Grant* 11/19/07 80 stock options $22.87 2.01-to-1 40 stock options (80 divided by 2.01) *Note: new stock options will be rounded to the nearest whole shares

Speaker Notes

Let’s assume that Joe Espresso has 80 stock options with an exercise price of $22.87 from his November 19, 2007 grant. If Joe elects to participate in the Exchange Program, he would exchange his 80 eligible stock options with a 2.01-to-1 exchange ratio. Assuming Joe remains employed through the new stock option grant date, he will receive a new stock option Grant of 40 stock options.

This is calculated by taking the eligible 80 options and dividing by the exchange ratio of 2.01 which equals 39.8. The new stock options are rounded to the nearest whole share which is 40 in this example. This new stock option grant will also have a new exercise price which will be the closing price of Starbucks stock on the day the new grants are awarded, expected to be June 1, 2009.

Let’s now look at all of Joe’s eligible grants.

11

How the Exchange Program Works Example - Joe Espresso (continued) The example below shows how the exchange ratios would be applied to all of Joe's stock option grants Grant Date Eligible Stock Option Grant Exercise Price Exchange Ratio New Stock Option Grant* 11/19/07 80 stock options $22.87 2.01-to-1 40 stock options (80 divided by 2.01) 11/16/04 50 stock options $27.32 3.19-to-1 16 stock options (50 divided by 3.19) 11/16/05 60 stock options $30.42 3.54-to-1 17 stock options (60 divided by 3.54) 11/20/06 66 stock options $36.75 4.44-to-1 15 stock options (66 divided by 4.44) Total Options Exchanged: 256 Total Options Exchanged: 256 Total New Stock Options: 88 Total New Stock Options: 88 *Note: new stock options will be rounded to the nearest whole share

Speaker Notes

This example shows how the exchange ratios would be applied to Joe’s other eligible stock option grants.

So for example, as the chart shows the 2004 stock option grant of 50 stock options would result in 16 new stock options. Please take a moment to review the rest of the chart. {Facilitator pause and let partners review chart.}

As you can see, if Joe decides to exchange all four of his eligible stock option grants, totaling 256 stock options, he would receive four new stock option grants for a total of 88 new stock options, all with a lower exercise price. The new exercise price will be the closing stock price on the new stock option grant date, expected to be June 1, 2009.

Now let’s walk through an example so you can see how the exchange ratios and potential future Starbucks stock prices work together to determine potential future overall gains.

12

Hypothetical Stock Option Gains Example - Joe Espresso (continued) The examples of hypothetical gains on the next few slides are subject to the following assumptions and qualifications: The new stock option exercise price will be $14.00 per share* All new stock options and eligible stock options surrendered for exchange are fully vested and outstanding The example utilizes the exchange ratios that have been set for the Exchange Program *Assumed solely for the purposes of the hypothetical example. Starbucks cannot and does not predict the future market price of its stock, and the examples do not constitute a prediction of future stock price

Speaker Notes

The examples of hypothetical gains on the next few slides are subject to the following assumptions and qualifications:

• The new stock option exercise price will be $14.00 per share. This assumption is solely for the purposes of the hypothetical example. Starbucks cannot and does not predict the future market price of its stock, and the examples do not constitute a prediction of future stock price.

• All new stock options and eligible stock options surrendered for exchange are fully vested and outstanding.

• The example utilizes the exchange ratios that have been set for the Exchange Program.

13

Hypothetical Stock Option Gains Approximate Cross-Over Stock Prices The chart below illustrates approximate Cross-Over Stock Prices for the four annual stock option grants that are eligible for exchange, assuming a $14 exercise price for new stock options and applying the exchange ratios under the Exchange Program Original Grant Date Original Exercise Price Cross-Over Stock Price 11/19/07 $22.87 $31.65 11/16/04 $27.32 $33.40 11/16/05 $30.42 $36.88 11/20/06 $36.75 $43.36 Subject to the assumptions and qualifications on Slide 13, Starbucks stock price would have to reach $31.65 or greater in order for any of the original annual awards to provide higher potential gains

Speaker Notes

Before we get into the example let’s take a moment and review one of our new terms, cross-over stock price. Cross-over stock price for a particular stock option grant is the price of Starbucks stock at which potential gains from the original and new stock option grant are approximately equal.

The chart illustrates approximate cross-over stock prices for the four annual stock option grants that are eligible for exchange, assuming a $14.00 exercise price for the new stock options and applying the exchange ratios under the exchange offer.

So as you can see, if we assume a new stock option exercise price of $14.00 per share, Starbucks stock price would need to reach $31.65 or greater in order for any of the original annual awards to provide higher potential gains for the partner versus the new stock option grant under the Exchange Program.

Please take a moment and review the rest of the chart.

{Facilitator pause and let partners review the slide.}

Now let’s continue our Joe Espresso example.

14

Hypothetical Stock Option Gains Example - Joe Espresso (continued) In this example, the "Cross-Over Stock Price" - or the point at which hypothetical future gains under the original stock options surrendered for exchange and the new stock options is approximately equal - is $31.65 $31.65 $31.65 Note: The example above shows the risk that new stock options ultimately may have less value than original stock options, depending on the future market price of Starbucks stock

Speaker Notes

In this example, the “cross-over stock price” – or the point at which hypothetical future gains under the original stock options surrendered for exchange and the new stock options is approximately equal — is $31.65.

Let’s review the graph in detail. First, notice that the vertical axis is representing Joe’s potential after-tax gains, between zero and $1000, from exercising either his original or new stock option grant. The horizontal line represents various Starbucks stock prices in the future, in this example between $25.00 and $40.00. Now let’s follow the new stock option grant line which is represented in green and shows that potential gains at those prices range from $296.34 to $700.44. Next, let’s follow the original stock option grant line which is represented in blue and shows that potential gains at those prices range from $114.76 to $922.96. In this hypothetical example, at stock prices below $31.65 Joe has the potential for higher gains from his new stock option (where the green line is above the blue line). At stock prices greater than $31.65 Joe has the potential for higher gains from his original stock option (where the blue line is above the green line).

{Pause.}

Now that we understand how the cross-over stock price works a bit better, let’s compare Joe’s original and new stock option grants in more detail.

15

Hypothetical Stock Option Gains Example - Joe Espresso (continued) New Stock Option Grant: assumed exercise price of $14.00 Hypothetical Stock Price: Nov. 19, 2011 = $25.00 Based on the above assumptions, Joe would receive $181.58 more in after tax gains if he participated in the exchange ($296.34 - $114.76 = $181.58) Original Stock Option Grant November 19, 2007 New Stock Option Grant June 1, 2009 Assumed Stock Price (on November 19, 2011) $25 $25 Hypothetical Gain 80 x ($25- $22.87) = $170.40 40 x ($25 - $14.00) = $440.00 Tax Withholding* $170.40 x .3265 = $55.64 $440 x .3265 = $143.66 After Tax Gain to Partner $170.40 - $55.64 = $114.76 $440 - $143.66 = $296.34 *Note: The example above shows Tax Withholding at the U.S. supplemental income rate of 32.65% which includes 25% Federal, 6.2% FICA, 1.45% Medicare. For specific information regarding your personal tax situation, you would need to consult a tax advisor

Speaker Notes

As you recall in the exchange ratio example, if Joe decides to exchange his November 19, 2007 grant he will be surrendering 80 stock options with an exercise price of $22.87 in exchange for 40 new stock options at a lower exercise price.

We need to make a few assumptions to walk through the example:

• First, let’s assume that the exercise price of the new stock option grant is $14.00 per share.

• Next let’s assume that by November 19, 2011, Starbucks stock price has risen to $25.00 per share, which is lower than the cross-over stock price of $31.65 applicable to the November 19, 2007 grants.

• Finally, let’s assume that both the original and new stock option grants are fully vested and outstanding on November 19, 2011.

Based on these assumptions we can compare what the after tax gain would be if Joe held onto his original stock option grant to the after tax gain of the new stock option grant with a lower exercise price.

First we take the assumed future stock price of $25.00 and subtract the exercise price of $22.87 and then multiply the result by 80 shares to determine the pre-tax gain which is = $170.40. {($25– $22.87) X 80}

In this example, we are assuming that Joe is taxable at the time of exercise and for illustration purposes we are showing the tax withholding at the U.S. supplemental income rate of 32.65%. This means Joe’s estimated tax withholding is $55.64.

Finally we subtract the tax withholding from the gain and determine that Joe would receive $114.76 if he did not participate in the program. {( $170.40 - $55.64 = 114.76}

Let’s now walk through the same steps for the new stock option grant. Remember here we’ve assumed an exercise price of $14.00 per share. While Joe would have fewer shares with the new grant it is also at a lower exercise price. The result is a higher pre tax gain of $440. Next we subtract the tax withholdings and determine Joe’s after tax gain from exercising his new stock options is $296.34.

In this example, comparing the new grant to the original grant, Joe would receive $181.58 more in after tax gains if he participated in the exchange. {($296.34 – $114.76 = $181.58)}
{Pause.}

Now let’s walk through the example and assume a stock price that is greater than the cross-over stock price.

16

Hypothetical Stock Options Gains Example - Joe Espresso (continued) New Stock Option Grant: assumed exercise price of $14.00 Hypothetical Stock Price: November 19, 2011 = $40.00 Date Original Stock Option Grant 11/19/07 New Stock Option Grant 06/01/09 Assumed Stock Price (on 11/19/11) $40 $40 Hypothetical Gain 80 x ($40- $22.87) = $1,370.40 40 x ($40 - $14.00) = $1,040 Tax Withholding* $1,370.40 x .3265 = $447.44 $1,040 x .3265 = $339.56 After Tax Gain to Partner $1,370.40 - $447.44 = $922.96 $1,040 - $339.56 = $700.44 *Note: The example above shows Tax Withholding at the U.S. supplemental income rate of 32.65% which includes 25% Federal, 6.2% FICA, 1.45% Medicare. For specific information regarding your personal tax situation, you would need to consult a tax advisor Based on the above assumptions, Joe would receive $222.52 more in value if he did not participate in the Exchange Program ($922.96 - $700.44 = $222.52)

Speaker Notes

We will keep our original assumptions that the exercise price of the new stock option grant is $14.00 per share and both the original and new stock option grants are fully vested and outstanding.

Next let’s make some new assumptions that by November 19, 2011, Starbucks stock price has risen to $40.00 per share, which is higher than the cross-over stock price of $31.65 applicable to the November 19, 2007 grant.

Please take a moment and review the chart which uses the same calculations as our prior example but with a $40 stock price instead of $25.
{Pause.}

If Joe holds onto his original stock option grant his after tax gain would be $922.96 as compared to after tax gain of $700.44 for the new stock option grant. At a stock price of $40.00 per share, Joe would receive $222.52 more in value if he did not participate in the Exchange Program.

Now let’s review what the cross-over stock prices are for the other annual stock option grants using the same assumptions.

17

Hypothetical Stock Option Gains Approximate Cross-Over Stock Prices The chart below illustrates approximate Cross-Over Stock Prices for the four annual stock option grants that are eligible for exchange, assuming a $14 exercise price for new stock options and applying the exchange ratios under the Exchange Program Original Grant Date Original Exercise Price Cross-Over Stock Price 11/19/07 $22.87 $31.65 11/16/04 $27.32 $33.40 11/16/05 $30.42 $36.88 11/20/06 $36.75 $43.36 Subject to the assumptions and qualifications on Slide 13, Starbucks stock price would have to reach $31.65 or greater in order for any of the original annual awards to provide higher potential gains

Speaker Notes

So as you can see, if we assume a new stock option exercise price of $14.00 per share, Starbucks stock price would need to reach $31.65 or greater in order for any of the original annual awards to provide higher potential gains for the partner than a new stock option grant under the Exchange Program.

If Starbucks stock price is lower than $14.00 per share on June 1, 2009 then the cross-over stock price would be greater than $31.65 for the November 19, 2007 grant. Similarly if Starbucks stock price is higher than $14.00 per share on June 1, 2009 then the cross-over stock price would be less than $31.65 for the November 19, 2007 grant.

18

Certain Terms and Conditions of the New Stock Option Grants Date of Grant: expected to be June 1, 2009 Exercise Price: closing price of Starbucks stock on grant date Two-year Vesting Period: 50% after Year 1 (e.g., June 1, 2010) 50% after Year 2 (e.g., June 1, 2011) Expiration Date: 7-year term instead of standard 10-year term

Speaker Notes

If you choose to participate in the Exchange Program the terms and conditions of your new stock option grants will have some key differences from the terms and conditions of your eligible stock option grants.

• The grant date for new stock options is expected to be June 1, 2009.

• The exercise price for the new stock options will be the closing price of Starbucks stock on the grant date.

• The new options will be subject to a two-year vesting period, even if all or a portion of the surrendered eligible stock options were already vested. Under this vesting schedule, 50% of the new stock options will vest on the first anniversary of the new grant date and the remaining 50% will vest on the second anniversary of the new grant date so long as you remain employed during that period.

• Unlike other stock options granted by Starbucks, which generally expire after ten years, the new stock options will have a term of seven years from the new stock option grant date. Seven years is the average time remaining on the original stock options eligible for the Exchange Program.

{The new stock options will be subject to the terms and conditions of the Starbucks 2005 Long-Term Equity Incentive Plan and any applicable sub-plans adopted under the 2005 Plan. If your Eligible Stock Option Grant is governed by a country specific sub-plan, you will want to make sure you understand what those different terms are.}

19

Certain Terms and Conditions of the New Stock Option Grant Vesting Schedule Comparison The chart below compares the current vesting schedule with the new vesting schedule and assumes the new stock option grant date will be June 1, 2009 and all options will fully vest: Eligible Stock Options Eligible Stock Options Eligible Stock Options New Stock Options New Stock Options Grant Date Percent Vested as of May 1, 2009 Final Vesting Date (100% vested) First Vesting Date (50% vested) Final Vesting Date (100% vested) Nov. 16, 2004 100% Oct. 1, 2008 June 1, 2010 June 1, 2011 Nov. 16, 2005 75% Oct. 1, 2009 June 1, 2010 June 1, 2011 Nov. 20, 2006 50% Nov. 20, 2010 June 1, 2010 June 1, 2011 Nov. 19, 2007 25% Nov. 19, 2011 June 1, 2010 June 1, 2011

Speaker Notes

This chart compares the current vesting schedule with the new vesting schedule. If you have an eligible stock option grant dated November 16, 2004, this grant is currently 100% vested. It became fully vested on October 1, 2008. If you elect to participate in this program and choose to surrender this outstanding stock option grant, you will have a new two-year vesting period that will begin on the new stock option grant date, expected to be June 1, 2009. The first 50% of your new stock option grant will vest on the first anniversary of the grant date and the remaining 50% will vest on the second anniversary.

20

How to Participate Processing your Elections We believe the easiest way for most partners to participate is on the Stock Option Exchange Program Website; this is also the lowest cost method (costs paid for by Starbucks) https://www.corp-action.net/starbucks Submit, Change and Withdraw You may also participate by completing the appropriate form located in your packet: Election Form: to make elections Notice of Withdrawal Form: to change a previous election to surrender eligible options for exchange Your final elections must be received by BNY Mellon prior to the Exchange Program deadline of 5:00 p.m. Pacific, May 29, 2009 Your final elections received as of the Exchange Program deadline will supersede any previous elections

Speaker Notes

Starbucks has engaged BNY Mellon to process the stock option exchange elections for our partners. If you are an eligible partner and you wish to participate in this voluntary Exchange Program, you must notify BNY Mellon of your election to exchange such stock options before the Exchange Program expires.

We believe the easiest way for most partners to participate is on the Stock Option Exchange Program Website, at https://www.corp-action.net/starbucks. This is also the most cost-effective method for Starbucks. You can log in to the website by using the Personal Identification Number (“PIN”), which is provided on the first page of the cover letter that is included in your personalized Exchange Offer packet.

If you do not have access to the internet or prefer paper forms, you can also participate by completing the Election Form which is included in the Exchange Offer packet.

If you need a new Election Form or Notice of Withdrawal Form, call BNY Mellon to request a new form. If you change your mind, you may change your election by either going back online or completing a Notice of Withdrawal Form as long as the new elections are received at BNY Mellon by the Exchange Program deadline which is 5:00 p.m. Pacific on May 29, 2009.

To ensure that your election changes are made on time, we recommend that you make your changes online at the Stock Option Exchange Program Website.

Your final elections received as of the Exchange Program deadline will supersede any previous elections.

21

How to Participate Requirements You are required to elect either "Exchange" or "Do Not Exchange" for each eligible stock option grant (both online or paper form) An incomplete paper form will be returned to you to correct and re-submit Your elections must be received by BNY Mellon prior to the Exchange Program deadline of 5:00 p.m. Pacific, May 29, 2009 Do NOT send your election to Starbucks or Fidelity The easiest way to make your elections is on the Stock Option Exchange Program Website https://www.corp-action.net/starbucks

Speaker Notes

If you decide to participate you are required to elect either “Exchange” or “Do Not Exchange” for each stock option. The website will not allow you to submit your election if you have not made a selection for each eligible grant.

If you decide not to participate, there is no action required. In other words, you do not need to log into the website and select “Do Not Exchange” for each stock option listed.

If you do not have access to the internet or you prefer to use a paper Election Form, you will also be required to elect either “Exchange” or “Do Not Exchange” for each stock option grant. If you return an incomplete paper form (for example, the elections are not marked or a signature is missing) your paper form will be returned to you to correct the information and re-submit.

Your Election Form and/or Notice of Withdrawal Form (or returned Election Form) must be received by BNY Mellon prior to the Exchange Program deadline which is 5 p.m. Pacific, May 29, 2009. If you miss this deadline, you will not be able to participate in the Exchange Program. The final election received as of the Exchange Program deadline will supersede all previous elections.

By using the internet, you can ensure that you are using the fastest and most secure way to submit your elections and ensure they are received by the deadline.

Lastly, do not send your election to Starbucks or Fidelity. Your elections must be sent to BNY Mellon.

22

How to Participate Electing Not to Participate This Exchange Program will have no effect on eligible outstanding stock options that you choose not to surrender; no changes will be made to the terms and conditions of the eligible outstanding stock options you continue to hold This is a voluntarily, one-time opportunity so please review the materials carefully before making a decision. Starbucks cannot advise you whether to participate. The decision is yours

Speaker Notes

This is a voluntarily, one-time opportunity so please review the materials carefully before making a decision.

If you choose not to participate in the program, the Exchange Program will have no effect on your eligible outstanding stock options. Your eligible stock options will still hold the same terms and conditions that are set forth in your eligible stock option grant agreements.

23

Taxation The tax effects of participating in the Exchange Program vary depending on where you are working and/or living We encourage all eligible partners to consult with their own tax advisors with respect to the federal, state, and local tax consequences of participating in the Exchange Program

Speaker Notes

Where you are working and/or living at the time of the Exchange Program will impact your tax situation if you elect to participate.

We encourage all eligible partners to consult with their own tax advisors with respect to the federal, state, and local tax consequences of participating in the Exchange Program.

24

Taxation Partners in the United States, Canada, Chile, Costa Rica, Germany, Hong Kong, Ireland, Japan, Puerto Rico, Singapore, Switzerland and Thailand....... Will likely not be subject to tax as a result of the exchange of eligible stock options for new stock options Will not be subject to tax when the new stock options are granted Please refer to the Guide To Issues located in the Offer to Exchange document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options

Speaker Notes

For our partners in the U.S., Canada, Chile, Costa Rica, Germany, Hong Kong, Ireland, Japan, Puerto Rico, Singapore, Switzerland and Thailand, generally the Exchange Program will not trigger a taxable event.

The exchange of eligible stock options for new stock options will not likely be subject to tax. The grant of new stock options is not considered to be taxable in these countries.

We encourage all eligible partners who are considering exchanging their stock options to consult with their own tax advisors with respect to federal, state, and local tax consequences of participating in the Exchange Program. Please refer to the Guide To Issues section of the Offer to Exchange document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares.

25

Steps to Prepare Read the Exchange Program information and Supplemental FAQ, mailed on May 1, 2009 Locate your PIN (provided on first page of cover letter that is included in your Exchange Offer packet) Log into the Stock Option Exchange Program Website via https://www.corp-action.net/starbucks and make your elections or complete, sign and mail in the Election Form All elections (online or paper form) must be received by the deadline: 5:00 p.m. Pacific, May 29, 2009 If you choose NOT to participate, you do not need to do anything

Speaker Notes

Let’s recap the steps you need to take if you would like to participate in the Exchange Program.

1. We recommend that you read the Exchange Program information and Supplemental FAQ included in your Exchange Offer packet, which was mailed on May 1, 2009

2. You will need your Personal Identification Number (or “PIN”) located on the top right hand side of the cover letter.

3. Log into the Stock Option Exchange Program Website and make your elections. Remember this is the most cost effective and secure way to make you elections.

4. All elections, or changes if you modify your elections, must be received by the expiration of the Exchange Program, currently set for 5:00 p.m. Pacific time on May 29, 2009.

5. If you choose not to participate, you do not need to take any action.

26

Timeline New Grant Information Program Offered May 1 - May 29, 2009 Exchanged stock options cancelled May 29, 2009 New stock option grant date June 1, 2009 (expected) New stock option grants will be viewable online through your Fidelity account at www.netbenefits.com Week of June 8, 2009 (expected) New stock option grant agreements will be mailed to your work location July 15, 2009 (approximately)

Speaker Notes

Once the Exchange Program expires on May 29, 2009 the new stock option grant date is expected to be the next business day, which is June 1, 2009.

Assuming a June 1, 2009 grant date, you will be able to view your new stock option grant online at www.netbenefits.com the week of June 8, 2009. New stock option grant agreements will be mailed to your work location after July 15, 2009.

27

Available Resources Contact: BNY Mellon Shareowner Services Customer Service Center Available 24 hours a day,5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below: From within North America: 1-866-221-4118 From outside North America (other than Chile): 800-327-61460 From Chile: (201) 680-6875 TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday - Friday, Pacific)

Speaker Notes

In the U.S. and Canada, Exchange Offer packets were mailed to all eligible partners’ home addresses. In all other countries, packets were sent to your local support centers for distribution. If you did not receive a packet, and believe you are eligible to participate, please contact BNY Mellon to verify your eligibility.

In addition, please contact BNY Mellon if you:

• need your PIN,

• need to request another paper Election Form,

• are having difficulty accessing the Stock Option Exchange Program Website, or

• have any other questions regarding your election.

As mentioned earlier BNY Mellon is available 24 hours a day, 5 days a week at the numbers located on this slide. For all markets, if you are not able to dial the toll-free line, you may use the collect call number and Starbucks will pay for that call. This number is (201) 680-6875.

We have concluded our presentation at this time. The purpose of this presentation was to provide an overview of how this program works so you can make an informed decision about whether to participate in this voluntary, one-time opportunity.

Thank you for your participation and have a good day.

28

Questions?

Speaker Notes

{We are now available to take your questions.}

29

Appendix The following slides include only a high-level summary of certain tax consequences of participating in the Exchange Program. The summary is based on the law in effect in as of February 2009 (or April 2009 for the U.K.). The summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the new stock options are granted, you exercise the new stock options or when you sell shares acquired at exercise of the new stock options.

Speaker Notes

The following slides include only a high-level summary of certain tax consequences of participating in the Exchange Program. The summary is based on the law in effect in as of February 2009 (or April 2009 for the U.K.). The summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the new stock options are granted, you exercise the new stock options or when you sell shares acquired at exercise of the new stock options.

30

Taxation Australia May or may not be subject to tax as a result of exchange of eligible stock options for new stock options depending on whether you made an election to be taxed in the income year of the grant of the eligible stock option (the "Election") Will not be subject to tax when the new stock options are granted unless YOU make an Election to that effect If you do not make an Election you will be taxed in which the earliest of the following occurs: exercise of new stock options your employment with Starbucks ends (exceptions to rule) you dispose of the new stock options (other than by exercising) the new stock options expire (subject to a 10-year limit) Please refer to the Guide To Issues located in the Offer to Exchange Document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares

Speaker Notes

Australian partners, the Exchange Program may or may not result in a taxable event depending upon whether or not you made a Election at the time you received the eligible stock options. Partners will not be subject to tax when the new stock options are granted unless they make an Election to that effect.

If a partner chooses not to make an Election they will be taxed in which the earliest of the following occurs:

- exercise of stock options

- your employment with Starbucks ends (exceptions to rule)

- you dispose of the new stock options (other than by exercising)

- The new stock options expire (subject to a 10-year limit)

We encourage all eligible partners who are considering exchanging their stock options to consult with their own tax advisors with respect to federal, state, and local tax consequences of participating in the Exchange Program. Please refer to the Guide To Issues section of the Offer to Exchange document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares.

31

Taxation China Partners will likely not be subject to tax as a result of exchanging eligible stock options for new stock options Will not be subject to tax when the new stock options are granted Will be taxed at exercise of new stock options Partners in China are required to exercise the new stock options using the exercise and sell (cashless) method Please refer to the Guide To Issues located in the Offer to Exchange Document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares

Speaker Notes

For our partners in China, you likely will not be subject to tax as a result of exchanging eligible stock options for new stock options. The grant of new stock options is not considered to be taxable in China.

Partners in China will be taxed at exercise of the new stock options or in the event they do not participate in the Exchange Program will be taxed at exercise of the eligible stock options.

Note: Partners in China are required to exercise the new stock options using the exercise and sell (cashless) method.

We encourage all eligible partners who are considering exchanging their stock options to consult with their own tax advisors with respect to federal, state, and local tax consequences of participating in the Exchange Program. Please refer to the Guide To Issues section of the Offer to Exchange document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares.

32

Taxation The Netherlands Starbucks obtained a special "Dutch Tax Ruling" confirming you will not be subject to tax as a result of exchange of eligible stock options for new stock options as long as you provide written confirmation that you agree to the terms of the Dutch Tax Ruling before participating in the program (see Partner Resources) Will not be subject to tax when the new stock options are granted Will be taxed at exercise of new stock options Please refer to the Guide To Issues located in the Offer to Exchange Document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares

Speaker Notes

For our partners in The Netherlands, Starbucks has obtained a special “Dutch Tax Ruling” confirming you will not be subject to tax as a result of exchanging of eligible stock options for new stock options as long as you provide written confirmation that you agree to the terms of the Dutch Tax Ruling before participating in the program. Partner Resources has the necessary paperwork that must be completed prior to any eligible partner participating in the Exchange Program and will distribute the paperwork to you directly.

We encourage all eligible partners who are considering exchanging their stock options to consult with their own tax advisors with respect to federal, state, and local tax consequences of participating in the Exchange Program. Please refer to the Guide To Issues section of the Offer to Exchange document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares.

33

Taxation United Kingdom Please refer to the Guide To Issues located in the Offer to Exchange Document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares All new stock options granted to participating UK partners will be Unapproved

Speaker Notes

All new stock options granted to participating UK partners will be Unapproved.

34

Taxation United Kingdom - Bean Stock Plan Eligible Stock Options New Stock Options Bean Stock - Rules of the UK Sub-Plan Approved Unapproved Bean Stock - "1991" or "2005" Main Plan Unapproved Unapproved Key Employee Unapproved Unapproved If UK partners choose to participate in the Stock Option Exchange and surrender "Approved" stock options please be aware that the new stock options will be treated as "Unapproved" for tax purposes This means that if you participate and at some time in the future you exercise the new stock options you will have to pay income tax or NIC at the time of exercise Please refer to the Guide To Issues located in the Offer to Exchange Document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares

Speaker Notes

For participating eligible UK partners with Bean Stock granted through the “Approved” Rule of the UK Sub-Plan, if you decide to participate and Exchange “Approved” stock options your new stock options will be “Unapproved” and you will not be eligible for tax relief at the time of exercise.

Partners who decide not to participate and continue to hold Approved stock options granted through the UK Sub-Plan can still receive tax relief, assuming they meet the Approved plan requirements.

We encourage all eligible partners who are considering exchanging their stock options to consult with their own tax advisors with respect to federal, state, and local tax consequences of participating in the Exchange Program. Please refer to the Guide To Issues section of the Offer to Exchange document for country-specific information on your responsibilities to report and pay any taxes resulting from the exercise of the new stock options and the sale of shares.

35

EX-99.(A)(1)(F)

Exhibit (a)(1)(F)

Stock Option Exchange Program

Website Instructions

ACCESSING THE STARBUCKS STOCK OPTION EXCHANGE PROGRAM WEBSITE

ELECTION INSTRUCTIONS

STEP 1:  Go to https://www.corp-action.net/starbucks and click on your country flag, which will take you to the “Information about the Exchange Offer” screen.

STEP 2:  Document Review.  Prior to logging in, you are encouraged to carefully review the Offer to Exchange document, related documents and the Supplemental FAQ by clicking on the links to these documents provided on this page. To log into to your Exchange Offer account, click on the Continue button.

STEP 3:  Login.  Enter your nine-digit Personal Identification Number (“PIN”), which is provided on the right hand side of the cover letter from Howard Schultz, which was included in the Exchange Offer packet that was sent to you on May 1, 2009. Please do not enter spaces. After entering your PIN, click on the Continue button.

STEP 4:  Election Form.  To make your exchange election, click on the “Exchange” or “Do Not Exchange” button for each eligible stock option grant. You are required to make an election for each stock option grant.

STEP 5:  Acknowledgement.  You are required to agree to the terms and conditions of the Exchange Offer to proceed with your elections. Once you have made your elections, check the box next to “I acknowledge that I have read and agree to all of the terms and conditions of the Exchange Offer.” To read the terms and conditions, click on the arrows to scroll through the text.

STEP 6:  Submit Elections.  After you have read and agreed to all of the terms and conditions of the Exchange Offer, click on the “Submit” button to proceed with your election.

Your election is NOT completed until you click on “Submit.”

STEP 7:  Election Confirmation.  Print this page for your records and/or document the confirmation number below. Click on the Logout button when complete.

CHANGE OF ELECTION INSTRUCTIONS

STEP 1:  Go to https://www.corp-action.net/starbucks and click on your country flag, which will take you to the “Information about the Exchange Offer” screen.

STEP 2:  Document Review.  Prior to logging in, you may again review the Offer to Exchange document, related documents and Supplemental FAQ by clicking on the links to these documents provided on this page. Click on the Continue button to log into your Exchange Offer account.

STEP 3:  Login.  Enter your nine-digit Personal Identification Number (“PIN”), which is provided on the right hand side of the cover letter from Howard Schultz, which was included in the Exchange Offer packet that was sent to you on May 1, 2009. Please do not enter spaces. After entering your PIN, click on the Continue button.

STEP 4:  Election Summary/Change of Election Form.  To change your exchange election, click on the “Exchange” or “Do Not Exchange” button for each eligible stock option grant. You are required to make an election for each stock option grant.

STEP 5:  Submit Elections.  After you have read and agreed to all of the terms and conditions of the Election Summary/Change of Election, click on the “Submit” button to proceed with your election.

Your election is NOT completed until you click on “Submit.”

STEP 6:  Election Confirmation.  Print this page for your records and/or document the confirmation number below. Click on the Logout button when complete.

Please be advised that you cannot update your election(s) after the Exchange Offer expires at 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). However, you may log in to your Exchange Offer account at any time before the Exchange Offer expires to update your election(s). Your final election(s) in place at the time the Exchange Offer expires will supersede any previous election(s).

CONTACT INFORMATION:

If you have questions, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

From within North America: 1-866-221-4118
From outside North America (other than Chile): 800-327-61460
From Chile: (201) 680-6875
TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily,
Monday — Friday, Pacific)

EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

Starbucks Corporation
Offer to Exchange Certain Stock Options for New Stock Options

ELECTION FORM

Partner Name
Partner ID

Hello, Partner.

Below is a list of your current outstanding eligible stock option grants that may be surrendered for exchange in the Offer to Exchange Certain Stock Options for New Stock Options (“Exchange Offer”) pursuant to the Offer to Exchange document. Please read this election form carefully.

You may make your election to exchange your eligible stock options online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. This is the most cost-effective way to make your election. The cost (paid by Starbucks) for access to the Website is significantly lower than the fee to process a paper election form.

Otherwise, to make an election using this paper election form, place a check mark in either the “Exchange” or “Do Not Exchange” box below next to each eligible stock option grant. You are required to make an election for each stock option grant noted below. Any election form submitted without an “Exchange” or “Do Not Exchange” marked for each eligible stock option grant election below will be rejected. You may elect to exchange your eligible stock options by submitting the election form online or by mailing the paper election form. If you elect to mail the paper election form, it must be signed and dated and sent by mail or courier to BNY Mellon Shareowner Services (“BNYMellon”) at one of the following addresses:

Courier packages:	Other mail:
BNY Mellon Shareowner Services	BNY Mellon Shareowner Services
Attn: Corporate Actions Dept., 27th Floor	P.O. Box 3301
480 Washington Blvd.	South Hackensack, NJ 07606-1901
Jersey City, NJ 07310

FOR AN ELECTION TO BE EFFECTIVE, THIS ELECTION FORM MUST BE COMPLETED, SIGNED AND RECEIVED BY BNYMELLON, OR AN ONLINE ELECTION MUST BE SUBMITTED, BEFORE THE EXPIRATION DEADLINE OF 5:00 P.M., PACIFIC, ON FRIDAY, MAY 29, 2009 (OR SUCH LATER DATE AS MAY APPLY IF THE EXCHANGE OFFER IS EXTENDED).

You may modify your election(s) at any time before expiration of the Exchange Offer. Your final election(s) received before the expiration of the Exchange Offer will supersede any previous election(s).

						Total Number of
						New Stock
						Options
Eligible Stock			Total Number of			to Be	Make ONE Election for
Option		Grant	Eligible Stock	Exercise	Exchange	Granted in	Each Eligible Stock Option
Grant #	Grant ID	Date	Options	Price	Ratio	Exchange*	Grant
							o Exchange o Do Not Exchange
							o Exchange o Do Not Exchange
							o Exchange o Do Not Exchange
							o Exchange o Do Not Exchange
							o Exchange o Do Not Exchange
							o Exchange o Do Not Exchange

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						Total Number of
						New Stock
						Options
Eligible Stock			Total Number of			to Be	Make ONE Election for
Option		Grant	Eligible Stock	Exercise	Exchange	Granted in	Each Eligible Stock Option
Grant #	Grant ID	Date	Options	Price	Ratio	Exchange*	Grant
							o Exchange o Do Not Exchange
							o Exchange o Do Not Exchange
							o Exchange o Do Not Exchange
							o Exchange o Do Not Exchange

* Please note that Starbucks will not issue any fractional new stock options. The amounts in the column “Total Number of New Stock Options to Be Granted in Exchange” have been rounded to the nearest whole stock option (with greater than or equal to 0.5 being rounded up).

If you have questions, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

From within North America: 1-866-221-4118
From outside North America (other than Chile): 800-327-61460
From Chile: (201) 680-6875
TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday — Friday, Pacific)

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Agreement to Terms of Election

By electing to surrender my eligible stock options for exchange, I understand and agree to all of the following:

1.	I surrender to Starbucks for exchange those eligible stock options specified in the table above (the stock option grants marked “Exchange”) and understand that, upon acceptance by Starbucks, this election form will constitute a binding agreement between Starbucks and me, unless BNYMellon receives a valid withdrawal election with respect to such eligible stock options before the Exchange Offer expires.
2.	I understand that if I validly surrender eligible stock options for exchange, and such eligible stock options are accepted and cancelled, I will lose my rights to purchase any shares under such eligible stock options and I will receive in exchange a lesser amount of new stock options with a lower exercise price.
3.	I understand that any new stock options issued to me in the Exchange Offer will have a new two-year vesting schedule, such that 50% of such new stock options will vest upon the 12-month anniversary of the new stock option grant date (expected to be the next business day after the expiration of the Exchange Offer), and the remaining 50% of such new stock options will vest upon the 24-month anniversary of the new stock option grant date so long as I continue to remain employed by Starbucks or one of its subsidiaries during such period(s).
4.	I understand that the exercise price for the new stock options will be equal to the closing price of Starbucks common stock on the date the new stock options are granted as reported on the NASDAQ Global Select Market.
5.	I understand that the new stock options will be nonqualified stock options for U.S. federal income tax purposes and will be subject to the terms and conditions of the Starbucks Corporation Amended and Restated 2005 Long-Term Equity Incentive Plan (the “2005 Plan”) and any applicable sub-plans adopted under the 2005 Plan.
6.	I acknowledge that Starbucks has encouraged me to consult with my own tax, financial and legal advisors as to the consequences of participating or not participating in the Exchange Offer.
7.	To remain eligible to surrender eligible stock options for exchange in the Exchange Offer, I understand that I must be employed by Starbucks or one of its subsidiaries on the date the Exchange Offer commences and must remain employed by Starbucks or one of its subsidiaries through the date that new stock options are granted. I understand that I must also remain eligible to participate in the 2005 Plan through the date the new stock options are granted.
8.	I understand that nothing in the Exchange Offer or related documents should be construed to confer upon me the right to remain an employee of Starbucks or one of its subsidiaries. The terms of my employment with Starbucks remain unchanged. I understand that Starbucks cannot guarantee or provide me with any assurance that I will not be subject to involuntary termination or that I will otherwise remain employed until the new stock option grant date or thereafter.
9.	I understand that in accordance with Sections 6 and 14 of the Offer to Exchange document, Starbucks may extend, terminate, and/or amend the Exchange Offer. In any such event, I understand that any eligible stock options surrendered for exchange but not accepted by Starbucks will remain in effect with their current terms and conditions.
10.	I understand that my election to participate in the Exchange Offer is entirely voluntary, and I am aware that I may withdraw my decision to surrender my eligible stock options at any time until the Exchange Offer expires. I understand that my election to surrender my eligible stock options will be irrevocable at 5:00 p.m., Pacific, on Friday, May 29, 2009, unless the Exchange Offer is extended.
11.	I hereby sell, assign and transfer to Starbucks all right, title and interest in and to all of the eligible stock options that I am surrendering for exchange as specified in the table above.
12.	I understand that I must mark either the “Exchange” or “Do Not Exchange” box for each eligible stock option grant in the table above and that if I do not make an election for each stock option grant noted in the table above, then my entire election will be rejected.
13.	I hereby represent and warrant that I have full power and authority to elect to surrender the eligible stock options marked “Exchange” in the table above and that, when and to the extent such eligible stock options are accepted by Starbucks, such eligible stock options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such eligible stock options will not be subject to any adverse claims. Without limiting the foregoing, I hereby represent and warrant that either I am not married and do not have a registered domestic partner, my spouse or registered domestic partner has no

ELECTION FORM

3

community or other marital property rights in the eligible stock options or new stock options, or my spouse or registered domestic partner has consented to and agreed to be bound by the election form. Upon request, I will execute and deliver any additional documents deemed by Starbucks to be necessary or desirable to complete the exchange of the eligible stock options I am electing to exchange.

14. I agree to all of the terms and conditions of the Exchange Offer.

Eligible Partner’s Signature	Date
Eligible Partner’s Name (please print or type)	Eligible Partner’s Phone Number

** When submitting this paper election form, please return the entire election form.

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INSTRUCTIONS AND AGREEMENTS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1. Submission of Election. If you intend to surrender any of your eligible stock options for exchange in the Exchange Offer, you must notify BNYMellon of your election to exchange such eligible stock options before the Exchange Offer expires, which is currently scheduled for 5:00 p.m., Pacific, on Friday May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). Do not send your election form to Starbucks or anyone else; it must be sent to BNYMellon.

You may notify BNYMellon of your election to surrender any of your eligible stock options for exchange in one of the following two ways:

• By making an election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. Your online election must be submitted before the expiration deadline of 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

• By completing and returning the paper election form and delivering it to BNYMellon at the address(es) listed on the cover page of the paper election form. BNYMellon must receive it before the expiration deadline of 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). You must allow for delivery time based on the method of submission that you choose to ensure that BNYMellon receives your election form before the deadline.

The method of delivery of any document is at your election and risk. Your eligible stock options will not be considered surrendered until BNYMellon receives your properly submitted election (either online at the Stock Option Exchange Program Website or via the paper election form). If you choose to submit your election through the Stock Option Exchange Program Website, your election will be effective almost immediately because it will be processed online. You should print a copy of the Election Confirmation generated on the Stock Option Exchange Program Website for your records. If you choose to submit your election via the paper election form, your election will be effective only if BNYMellon receives the properly completed paper election form before the deadline noted above. Starbucks recommends that you use registered mail with return receipt requested, or another method which can be tracked by the delivery carrier. In all cases, you should allow sufficient time to ensure timely delivery. Submissions by any other means, including delivery directly to Starbucks or its subsidiaries, will NOT be accepted.

You will be permitted to exchange your eligible stock options for new stock options on a grant-by-grant basis. No partial exchanges of a stock option grant will be permitted. If you attempt to exchange a portion but not all of an outstanding eligible stock option grant, your entire election form will be rejected.

You do not need to return your stock option agreement(s) relating to any surrendered eligible stock options, as they will be automatically cancelled if Starbucks accepts your eligible stock options for exchange. Starbucks will not accept any alternative, conditional or contingent offers to exchange eligible stock options. All eligible partners electing to surrender eligible stock options for exchange waive all rights to receive any notice of the acceptance of their election to surrender eligible stock options, except as provided for in the Offer to Exchange document.

     2. Withdrawal of Election. If you elect to surrender eligible stock options for exchange and later change your mind, you may withdraw your surrendered eligible stock options by notifying BNYMellon of your election to withdraw such eligible stock options before the Exchange Offer expires, which is currently scheduled for 5:00 p.m., Pacific, on May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). You may notify BNYMellon of your withdrawal election in one of the following two ways:

• By revising your election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. Your online withdrawal election must be submitted before the expiration deadline of 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

ELECTION FORM

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• By completing and returning the paper notice of withdrawal and delivering it to BNYMellon at the address(es) listed on the cover page of the paper notice of withdrawal. BNYMellon must receive it before the expiration deadline of 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). You must allow for delivery time based on the method of submission that you choose to ensure that BNYMellon receives your notice of withdrawal by the deadline.

Submissions by any other means, including delivery directly to Starbucks or its subsidiaries, will NOT be accepted. Once you have withdrawn eligible stock options, you may again surrender such eligible stock options only by once again making an election to surrender such eligible stock options in accordance with the Offer to Exchange document and Section 1 of these Instructions and Agreements prior to the expiration of the Exchange Offer. You may not withdraw your election with respect to only a portion of an eligible stock option grant. If you elect to withdraw a previously surrendered eligible stock option grant, you must withdraw with respect to the entire eligible stock option grant, but need not withdraw any other eligible stock options previously surrendered. If you attempt to withdraw your election with respect to only a portion but not all of an eligible stock option grant, your entire notice of withdrawal will be rejected.

     3. Signatures on This Election Form. If you elect to surrender your eligible stock options online (or if you later elect to withdraw previously surrendered eligible stock options online), your acceptances and/or acknowledgments made online shall be considered an electronic signature for all legal purposes and shall be enforceable pursuant to applicable law. With respect to paper election form submissions (or paper notice of withdrawal submissions if you later elect to withdraw previously surrendered eligible stock options), except as described in the following sentences, the election form (or notice of withdrawal) must be signed by the eligible partner who surrenders the eligible stock options exactly as the eligible partner’s name appears on the stock option agreement relating to the eligible stock options. If your name has been legally changed since your stock option agreement was signed, please submit proof of the legal name change with your election form (or notice of withdrawal). If the signature is by an attorney-in-fact or another person acting in a fiduciary or representative capacity, the signer’s full title must be identified on the election form and proper evidence of the authority of such person to act in such capacity must be included with the election form. You should consider retaining copies of all paper election form(s) and notice(s) of withdrawal for your own files.

     4. Requests for Assistance or Additional Copies. If you have difficulty accessing the Stock Option Exchange Program Website, have questions regarding the Exchange Offer, have requests for assistance or have requests for additional or paper copies of the Offer to Exchange document, the election form, the notice of withdrawal or other documents relating to the Exchange Offer, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below. All copies will be furnished promptly at our expense.

• From within North America: 1-866-221-4118

• From outside North America (other than Chile): 800-327-61460

• From Chile: (201) 680-6875

• TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday — Friday, Pacific)

     5. Irregularities. All questions as to form of documents and the validity, form, eligibility, time of receipt and acceptance of any surrendered eligible stock options will be determined by Starbucks in its sole discretion. Neither Starbucks nor any other person is obligated to give notice of any defects or irregularities in surrenders. No surrender of eligible stock options will be deemed to have been properly made until all defects or irregularities have been cured by the eligible partner surrendering eligible stock options unless waived by Starbucks in its sole discretion. Subject to any order or decision by a court or arbitrator of competent jurisdiction, Starbucks’ determination of these matters will be final and binding on all parties. This is a one-time offer, and Starbucks will strictly enforce the Exchange Offer deadline, subject only to any extension of the expiration of the Exchange Offer that is required by applicable law or that Starbucks may decide upon in its sole discretion. Subject to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, which Starbucks refers to as the Exchange Act, Starbucks also reserve the right to waive any of the conditions of the Exchange Offer or any defect or irregularity in any surrender with respect to any particular eligible stock options or any particular eligible partner.

ELECTION FORM

6

     6. Additional Documents to Read. You are encouraged to carefully read the Offer to Exchange document and the other related documents referred to within that document.

     7. Important Tax Information. You are encouraged to consult your own tax, financial and legal advisors for additional information about your personal tax situation and refer to Section 13 of the Offer to Exchange document, which contains important U.S. federal income tax information. If you live or work outside the United States, or are otherwise subject to a tax liability in a non-U.S. jurisdiction, you should refer to the applicable Schedules to the Offer to Exchange document for a discussion of the tax and other consequences that may apply to you.

     8. Data Privacy. To administer the Exchange Offer, Starbucks must collect, use and transfer certain information regarding you and your eligible stock option grants, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Starbucks or its subsidiaries, details of all stock options or any other entitlement to shares of stock awarded, cancelled, exercised, vested, unvested or outstanding in your favor (“Data”). Further, Starbucks may have to pass that information on to third parties who are assisting with the Exchange Offer. By submitting this election form and surrendering your eligible stock options for exchange, you explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your Data by Starbucks and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing your participation in the Exchange Offer as described above.

     You further understand that the Data will be transferred to any stock plan service providers or other third parties as may be selected by Starbucks that are assisting Starbucks with the implementation, administration and management of the Exchange Offer. By submitting your election, you also acknowledge and agree that:

• the parties receiving your Data may be located in the United States or elsewhere, and the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country;

• the Data will be held only as long as necessary to implement, administer and manage the Exchange Offer;

• you can request from Starbucks a list with the names and addresses of any potential recipients of the Data by contacting Starbucks; you can request additional information about how the Data is stored and processed; and

• you can request that the Data be amended if it is incorrect.

By submitting your election, you explicitly and unambiguously agree to such collection, use and transfer, in electronic or other form, of your Data by Starbucks and the third parties assisting Starbucks with the Exchange Offer, for the exclusive purpose of implementing, administering and managing your participation in the Exchange Offer.

If you are an eligible partner who resides in certain non-U.S. jurisdictions, you can withdraw your consent to the collection, use and transfer of your Data by contacting Starbucks. However, if you withdraw your consent, it may affect your ability to participate in the Exchange Offer. Please contact Starbucks if you have any questions.

     9. Governing Law and Documents. The election form and notice of withdrawal are governed by, and subject to, U.S. federal and Washington state law (without giving effect to principles of conflict of laws), as well as the terms and conditions set forth in the Offer to Exchange document. For purposes of litigating any dispute that arises under the election form, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Washington and agree that such litigation shall be conducted in the courts of King County, Washington, or the federal courts for the State of Washington, where the Exchange Offer is made and/or to be performed.

     10. Translations. If you have received this or any other document related to the Exchange Offer translated into a language other than English and if the translated version is different in meaning than the English version, the English version will control.

ELECTION FORM

7

EX-99.(A)(1)(I)

Exhibit (a)(1)(I)

FORM OF COMMUNICATION TO ELIGIBLE OPTIONHOLDERS
REJECTING THE ELECTION FORM UNDER THE EXCHANGE OFFER

Date:
To:
From:	BNY Mellon Shareowner Services
Re:	Rejected Election Form Under Starbucks Corporation Stock Option Exchange Offer

Unfortunately, we could not accept your election form under the Starbucks Corporation stock option Exchange Offer for the following
reason(s):

___The election form was received after the expiration deadline for the Exchange Offer. We cannot process your election.

___The election form was not properly signed (please note that the election form must be signed exactly as the eligible partner’s name appears on the stock option agreement for the stock options being surrendered. Special rules apply to name changes and to attorneys-in-fact, fiduciaries and other representatives; see Section 3 of the Offer to Exchange document if this applies).

___It is unclear what election was intended and/or you failed to make an election for each eligible stock option grant.

If you wish to participate in the Exchange Offer and the Exchange Offer has not yet expired, please either:

• Correct the defects noted above on the attached copy of your election form, initial your corrections and deliver it to BNY Mellon Shareowner Services at one of the addresses listed on the election form; or

• Complete and submit your election online at https://www.corp-action.net/starbucks (you will need the PIN that is provided in the cover letter included in your Exchange Offer packet);

In either case, your election must be received before 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

If we do not receive a properly completed and signed election form or an online election submission before the deadline noted above, all eligible stock options currently held by you will remain outstanding according to their existing terms.

If you have questions, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

From within North America: 1-866-221-4118
From outside North America (other than Chile): 800-327-61460
From Chile: (201) 680-6875
TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday — Friday, Pacific)

EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

Starbucks Corporation
Offer to Exchange Certain Stock Options for New Stock Options

NOTICE OF WITHDRAWAL
INSTRUCTIONS

Partner Name
Partner ID

If you previously elected to surrender eligible stock options for exchange in the Offer to Exchange Certain Stock Options for New Stock Options (“Exchange Offer”) (either online at the Stock Option Exchange Program Website or via a paper election form) and you would like to withdraw your election to exchange one or more of your eligible stock option grants, you must notify BNY Mellon Shareowner Services (“BNYMellon”) of your withdrawal election before 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended). Any withdrawal election received after that time will not be accepted.

You may make your withdrawal election online at the Stock Option Exchange Program Website, which is available at https://www.corp-action.net/starbucks. This is the most cost-effective way to make your withdrawal election. The cost (paid by Starbucks) for access to the Website is significantly lower than the fee to process a paper notice of withdrawal.

Otherwise, you may submit this paper notice of withdrawal with a check mark by the “Do Not Exchange” box corresponding to the eligible stock option grant that you previously surrendered and now wish to withdraw. If you elect to mail this paper notice of withdrawal, it must be signed and dated and sent by mail or courier to BNYMellon at one of the following addresses:

Courier packages:	Other mail:
BNY Mellon Shareowner Services	BNY Mellon Shareowner Services
Attn: Corporate Actions Dept., 27th Floor	P.O. Box 3301
480 Washington Blvd.	South Hackensack, NJ 07606-1901
Jersey City, NJ 07310

FOR A WITHDRAWAL ELECTION TO BE EFFECTIVE, THIS NOTICE OF WITHDRAWAL MUST BE COMPLETED, SIGNED AND RECEIVED BY BNYMELLON, OR AN ONLINE WITHDRAWAL ELECTION MUST BE SUBMITTED, BEFORE THE EXPIRATION DEADLINE OF 5:00 P.M., PACIFIC, ON FRIDAY, MAY 29, 2009 (OR SUCH LATER DATE AS MAY APPLY IF THE EXCHANGE OFFER IS EXTENDED).

Your withdrawal will be effective as of the date a properly completed notice of withdrawal or online withdrawal election is received by BNYMellon. You are responsible for making sure that the notice of withdrawal or online withdrawal election is received by BNYMellon before expiration of the Exchange Offer. If you miss the deadline to submit a withdrawal election, but remain an eligible partner, your previously surrendered eligible stock options will be cancelled and exchanged pursuant to the Exchange Offer. You should consider retaining copies of notice(s) of withdrawal for your own files.

Once you have withdrawn eligible stock options, you may again surrender such eligible stock options by once again making an election to surrender the eligible stock options in accordance with the Offer to Exchange document and the related election form prior to the expiration of the Exchange Offer.

If you have questions, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific;) at the numbers below:

From within North America: 1-866-221-4118
From outside North America (other than Chile): 800-327-61460
From Chile: (201) 680-6875
TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday — Friday, Pacific)

Starbucks Corporation
Offer to Exchange Certain Stock Options for New Stock Options

NOTICE OF WITHDRAWAL

I previously elected to surrender eligible stock options for exchange in the Exchange Offer and now wish to withdraw one or more of my surrendered eligible stock option grants. I understand that by signing this notice of withdrawal and delivering it pursuant to the instructions described in Section 4 of the Offer to Exchange document and the instructions above, I will be withdrawing my election with respect to the eligible stock options specified in the table below (the stock option grants marked “Do Not Exchange”).

By withdrawing my prior election to surrender eligible stock options for exchange, I understand that I will not receive any new stock options for, and will continue to hold, the eligible stock options withdrawn from the Exchange Offer, which will continue to be governed by the terms and conditions of the applicable stock option agreement(s) relating to such stock options.

			Total				Check Box for Each
Eligible			Number of			Total Number of	Eligible Stock
Stock			Eligible			New Stock Options	Option Grant To Be
Option		Grant	Stock	Exercise	Exchange	to Be Granted in	Withdrawn from
Grant #	Grant ID	Date	Options	Price	Ratio	Exchange *	Exchange
							o Do Not Exchange
							o Do Not Exchange
							o Do Not Exchange
							o Do Not Exchange
							o Do Not Exchange
							o Do Not Exchange
							o Do Not Exchange
							o Do Not Exchange
							o Do Not Exchange
							o Do Not Exchange

* Please note that Starbucks will not issue any fractional new stock options. The amounts in the column “Total Number of New Stock Options to Be Granted in Exchange” have been rounded to the nearest whole stock option (with greater than or equal to 0.5 being rounded up).

I hereby represent and warrant that I have full power and authority to elect to withdraw previously surrendered eligible stock options checked “Do Not Exchange” in the table above. Without limiting the foregoing, I hereby represent and warrant that either I am not married and do not have a registered domestic partner, my spouse or registered domestic partner has no community or other marital property rights in the eligible stock options or new stock options, or my spouse or registered domestic partner has consented to and agreed to be bound by this notice of withdrawal. Upon request, I will execute and deliver any additional documents deemed by Starbucks to be necessary or desirable in connection with my election to withdraw previously surrendered stock options pursuant to this notice of withdrawal.

I hereby elect to withdraw the eligible stock option grants checked “Do Not Exchange” in the table above that I previously elected to surrender for exchange in the Exchange Offer.

Eligible Partner’s Signature	Date
Eligible Partner’s Name (please print or type)	Eligible Partner’s Phone Number

EX-99.(A)(1)(K)

Exhibit (a)(1)(K)

FORM OF COMMUNICATION TO ELIGIBLE OPTIONHOLDERS
REJECTING THE NOTICE OF WITHDRAWAL UNDER THE EXCHANGE OFFER

Date:
To:
From:	BNY Mellon Shareowner Services
Re:	Rejected Notice of Withdrawal Under Starbucks Corporation Stock Option Exchange Offer

Unfortunately, we could not accept your notice of withdrawal under the Starbucks Corporation stock option Exchange Offer for the following reason(s):

___The notice of withdrawal was received after the expiration deadline for the Exchange Offer. We cannot process your withdrawal election.

___The notice of withdrawal was not properly signed (please note that the notice of withdrawal must be signed exactly as the eligible partner’s name appears on the stock option agreement for the stock option grants being withdrawn. Special rules apply to name changes and to attorneys-in-fact, fiduciaries and other representatives; see Section 4 of the Offer to Exchange document if this applies).

___It is unclear which eligible stock option grants are to be withdrawn and/or you failed to make any withdrawal elections.

If you wish to withdraw previously surrendered eligible stock options and the Exchange Offer has not yet expired, please either:

• Correct the defects noted above on the attached copy of your notice of withdrawal, initial your corrections and deliver it to BNY Mellon Shareowner Services at one of the addresses listed on the notice of withdrawal; or

• Change your election online at https://www.corp-action.net/starbucks (you will need the PIN that is provided in the cover letter included in your Exchange Offer packet);

In either case, your withdrawal election must be received before 5:00 p.m., Pacific, on Friday, May 29, 2009 (or such later date as may apply if the Exchange Offer is extended).

If we do not receive a properly completed and signed notice of withdrawal or an online withdrawal election before the deadline noted above, all previously surrendered eligible stock options will be cancelled and exchanged pursuant to the Exchange Offer.

If you have questions, please contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

From within North America: 1-866-221-4118
From outside North America (other than Chile): 800-327-61460
From Chile: (201) 680-6875
TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday — Friday, Pacific)

EX-99.(A)(1)(L)

Exhibit (a)(1)(L)

Exchange Offer Expiration Reminder Notice

The purpose of this notice is to remind eligible partners that the offer to exchange certain stock options for new stock options (“Exchange Offer”) is scheduled to expire at 5:00 p.m., Pacific, on Friday, May 29, 2009. We currently have no plans to extend the expiration date. Only eligible partners with eligible stock options can participate in the Exchange Offer. Eligibility criteria are explained in the Offer to Exchange document previously provided to eligible partners. Eligible partners who do not make an election to surrender their eligible stock options by the deadline will continue to hold those stock options with their current exercise prices and terms.

How to Participate:

Eligible partners have two ways to elect to participate or modify a previous election in the Exchange Offer:

1.	Stock Option Exchange Program Website:
	Use the Stock Option Exchange Program Website established for the Exchange Offer at https://www.corp-action.net/starbucks. To log onto the website, eligible partners must enter the Personal Identification Number (“PIN”) that was provided on the first page of the cover letter included in the Exchange Offer packet.
2.	Mail:
	Eligible partners may complete a paper election form or notice of withdrawal and send it to BNY Mellon Shareowner Services (“BNYMellon”), whose mailing address is included on those paper forms. Eligible partners must return their completed and signed paper election form or notice of withdrawal only to BNYMellon.

Submissions by any other means, including delivery directly to Fidelity, Starbucks or its subsidiaries, will NOT be accepted.

The most cost-effective way to make an exchange election, or to withdraw an exchange election, is on the Stock Option Exchange Program Website. The cost (paid by Starbucks) for access to the Website is significantly lower than the fee to process a paper election form or notice of withdrawal.

Request New PIN or Election Form; Ask Questions:

Eligible partners who need a new PIN, election form or notice of withdrawal, or have questions, should contact the BNY Mellon Shareowner Services Customer Service Center, available 24 hours a day, 5 days a week (i.e., 12:00 a.m. Monday to 9:00 p.m. Friday, Pacific) at the numbers below:

From within North America: 1-866-221-4118
From outside North America (other than Chile): 800-327-61460
From Chile: (201) 680-6875
TDD (U.S. only): 1-800-231-5469 or (201) 680-6610 (6:00 a.m. to 2:00 p.m. daily, Monday – Friday, Pacific)

Deadline:

If eligible partners choose to participate in the Exchange Offer or modify a previous election(s), election(s) must be submitted online at the Stock Option Exchange Program Website, and/or the completed and signed paper election form or notice of withdrawal must be received, by BNY Mellon Shareowner Services, by 5:00 p.m., Pacific, on Friday, May 29, 2009.

EX-99.(A)(1)(M)

Exhibit (a)(1)(M)

Letter to Eligible Partners in Australia

STARBUCKS CORPORATION
2005 COMPANY-WIDE SUB-PLAN
TO THE
2005 LONG-TERM EQUITY INCENTIVE PLAN
RULES OF THE AUSTRALIAN SUB-PLAN

1 May 2009

To Eligible Partners in Australia:

This letter forms part of the Australian Offer Document for the offer to voluntarily exchange eligible stock options granted under the Starbucks Corporation 2005 Company-Wide Sub-Plan to the 2005 Long-Term Equity Incentive Plan (the “Plan”) for a lesser amount of new stock options with a lower exercise price (the “Exchange Offer”) pursuant to the Offer to Exchange Certain Stock Options for New Stock Options (the “Offer to Exchange document”), a copy of which you have received with this letter. New stock options will be granted under the Plan, a copy of which is available upon request from Partner Resources, as described on page 4 of the Australian Offer Document. Terms defined in the Australian Offer Document and/or the Plan have the same meaning in this letter.

The exercise price of the new stock options will be equal to the closing price of Starbucks common stock on the date the new stock options are granted (i.e., the next business day after the expiration of the Exchange Offer) as reported on the NASDAQ Global Select Market. However, this letter outlines the method of calculation of the Australian dollar equivalent of the exercise price of the new stock options calculated as of the date of this Exchange Offer (being 1 May 2009).

As of the date of this Exchange Offer, being 1 May 2009:

(a)	the applicable exchange rate is A$1.00 = US$            ;
(b)	the market price for a share of Starbucks common stock was US$            ; and
(c)	the Australian dollar equivalent of the market price of a share of Starbucks common stock on 1 May 2009 is A$ , calculated as the market price of a share of Starbucks common stock noted above in (b), divided by the exchange rate as noted above in (a).

The exchange rate used for these calculations is the U.S. dollar exchange rate published by an Australian bank on the last business day prior to the date of this Exchange Offer.

Please note that the above calculation is provided for informational purposes only, and does not predict the Australian dollar equivalent of the exercise price on the date of exercise of any new stock options you may be granted in exchange for eligible stock options surrendered pursuant to this Exchange Offer, the U.S. dollar exercise price or the applicable exchange rate.  The Australian dollar equivalent of the exercise price for any new stock options exercised by you will depend on the actual exercise price and the actual exchange rate applied when converting your Australian dollars to U.S. dollars for purposes of exercising your new stock options.

Sincerely,

Starbucks Corporation

OFFER DOCUMENT

STARBUCKS CORPORATION
2005 COMPANY-WIDE SUB-PLAN
TO THE
2005 LONG-TERM EQUITY INCENTIVE PLAN

OFFER TO EXCHANGE CERTAIN STOCK OPTIONS FOR

NEW STOCK OPTIONS TO AUSTRALIAN RESIDENT PARTNERS

1 May 2009

Investment in shares involves a degree of risk.  Partners who elect to participate in the Plan should monitor their participation and consider all risk factors relevant to the exchange of eligible stock options for new stock options and the acquisition of common stock under the Plan as set out in this Offer Document and the Additional Documents.

The information contained in this Offer Document and the Additional Documents is general advice only.

Partners should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give advice about participating in the Plan.

OFFER TO EXCHANGE CERTAIN STOCK OPTIONS FOR

NEW STOCK OPTIONS TO AUSTRALIAN RESIDENT PARTNERS

STARBUCKS CORPORATION

2005 COMPANY-WIDE SUB-PLAN
TO THE
2005 LONG-TERM EQUITY INCENTIVE PLAN

To our Eligible Partners in Australia:

We are pleased to provide you with this offer to voluntarily exchange eligible stock options granted under the Starbucks Corporation 2005 Company-Wide Sub-Plan to the 2005 Long-Term Equity Incentive Plan (the “Plan”) for a lesser amount of new stock options with a lower exercise price (the “Exchange Offer”). “Eligible stock options” are Company stock options held by eligible partners that have an exercise price that is greater than $19.00, which approximates the 52-week high trading price of the Company’s common stock as reported by the NASDAQ Global Select Market (measured from the commencement date of the Exchange Offer), and which were granted prior to 1 December 2007. The number of new stock options will be determined using an exchange ratio designed to result in a fair value, using standard valuation techniques, of the new stock options being approximately equal to the fair value of the stock options that are surrendered for exchange. This Offer Document sets out information regarding the Exchange Offer to Australian Partners of the Company and its Australian Subsidiary.

We believe that an effective and competitive partner incentive program is imperative for the success of our business. Stock options constitute a key component of our incentive and retention programs because we believe that equity compensation encourages partners to act like owners of the business, motivating them to work toward the Company’s success and rewarding their contributions by allowing them to benefit from increases in the value of our shares. Due to the significant decline of the Company’s stock price during the last few years, many Partners now hold stock options with exercise prices significantly higher than the current market price of the Company’s common stock. Many Partners view their existing stock options as having little or no value due to the significant difference between the exercise prices and the current market price of the Company’s common stock. As a result, for many Partners, the stock options are ineffective at providing the incentives and retention value that the Company believes are necessary to motivate and retain Partners.

The Exchange Offer is intended to address this situation by providing eligible Partners with an opportunity to surrender eligible stock options for new stock options that have a lower exercise price, thereby creating better incentives and retention value for Partners to remain with the Company or any of its subsidiaries or affiliates and to contribute to achievement of the Company’s business objectives.

Terms not otherwise defined in this Offer Document shall have the same meaning as in the Plan.

1.   OFFER OF STOCK OPTIONS

This is an offer made by the Company to eligible Partners to surrender eligible stock options in exchange for a lesser number of new stock options with a lower exercise price pursuant to the terms of the Exchange Offer.

Participation in the Exchange Offer is completely voluntary. If you choose not to participate, you will keep your eligible stock options.

2.   TERMS OF GRANT

The Exchange Offer is governed by the terms and conditions set forth in the Offer to Exchange document, the Plan and this Offer Document. By participating in the Exchange Offer, you will be bound by the rules of the Exchange Offer, the Plan and this Offer Document.

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3.   ADDITIONAL DOCUMENTS

In addition to the information set out in this Offer Document the documents listed below (collectively, the “Additional Documents”) provide further information necessary to make an informed investment decision in relation to your participation in the Exchange Offer and the Plan:

(i) Cover letter to all eligible partners with instructions and personal identification number (PIN);

(ii) Offer to Exchange document;

(iii) Paper election form;

(iv) Paper notice of withdrawal form;

(v) Supplemental frequently asked questions;

(vi) Online exchange instructions; and

(vii) Cover letter to this Offer Document.

The Offer to Exchange document sets out details regarding how to participate in the Exchange Offer and the terms and conditions of the new stock options to the extent they differ from the eligible stock options. The Offer to Exchange document also sets out a summary of the 2005 Long-Term Equity Incentive Plan, which also serves as a summary of the Plan.

The other Additional Documents provide further information to make an informed investment decision in relation to your participation in the Exchange Offer.

4.   RELIANCE ON STATEMENTS

You should not rely upon any oral statements made to you in relation to this offer. You should only rely upon the statements contained in this Offer Document and the Additional Documents when considering your participation in the Plan and the Exchange Offer.

5.   WHAT IS A NEW STOCK OPTION IN THE COMPANY?

A new stock option granted pursuant to the Plan gives its holder the right (once vested), but not the obligation, to purchase Shares at a price fixed on the grant date.

6.   WHAT IS THE EXERCISE PRICE OF NEW STOCK OPTIONS?

The exercise price (the price you must pay to acquire a Share on the exercise of a new stock option) will be equal to the closing price of Starbucks common stock on the date the new stock options are granted (the next business day after the expiration of the Exchange Offer) as reported on the NASDAQ Global Select Market.

The exercise price is denominated in U.S. dollars and must be paid in U.S. dollars. The Australian dollar equivalent of the exercise price will change with fluctuations in the US$/A$ exchange rate. The Australian dollar amount required to exercise your new stock options and purchase a Share will be that amount which, when converted into U.S. dollars on the date of exercise, equals the exercise price.

7.   WHAT IS A SHARE OF COMMON STOCK IN THE COMPANY?

Common Stock in a U.S. corporation is analogous to ordinary shares of an Australian corporation. Each holder of Shares is entitled to one vote for every Share held in the Company.

Dividends may be paid on the Shares out of any funds of the Company legally available for dividends at the discretion of the Board of Directors of the Company.

The issued capital of the Company is comprised only of Common Stock. The Shares are listed and may be traded on the NASDAQ Global Select Market.

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Shares are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

8.   HOW CAN I OBTAIN UPDATED INDICATIVE EXAMPLES OF THE EXERCISE PRICE IN AUSTRALIAN DOLLARS?

Within a reasonable time following your request, the Company will provide you with the current market price for a Share, the exercise price, and the Australian dollar equivalent of each, as at the date of your request. The Australian dollar equivalent will be calculated using the U.S. dollar exchange rate of exchange published by an Australian bank on the business day prior to your request.

You should direct your request to:

Starbucks Coffee Company Pty. Ltd.
Partner Resources
Unit 1, 14 Rodborough Road
Frenchs Forest, NSW 2086,
Australia
Phone: 61 2 8977 8500

9.   WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS’ PARTICIPATION IN THE PLAN?

Partners should have regard to risk factors relevant to investment in securities generally and, in particular, to the holding of Shares. You should be aware that in addition to fluctuations in value caused by the fortunes of the Company, the value of your Shares as well as the exercise price you pay for your Shares will be affected by the US$/A$ exchange rate. Participation in the Plan involves certain risks related to fluctuations in this rate of exchange.

Please note that if you offer your Shares for sale to a person or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. Please obtain legal advice on your disclosure obligations prior to making any such offer.

10.   PLAN MODIFICATION, TERMINATION, ETC.

Pursuant to Section 3 of the Plan, the Plan will be administered by the Committee. The Committee, from time to time, may adopt rules and regulations for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the terms of the Plan, as the Committee shall deem appropriate. The Committee may amend, modify or suspend the Plan at any time and from time to time. No such amendment of the Plan may, however, without the written consent of the Partner, alter or impair any stock option.

11.   WHAT ARE THE AUSTRALIAN TAXATION CONSEQUENCES OF PARTICIPATION IN THE PLAN AND THE EXCHANGE OFFER?

The following is a discussion of the material tax consequences of participating in the exchange of eligible stock option grants and the new stock option grants pursuant to the Exchange Offer for eligible partners subject to tax in Australia. This discussion is based on the law in effect in Australia as of April 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible partners. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the new stock options are granted, you exercise the new stock options or you sell Shares acquired at exercise of the new stock options.

If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this discussion may not be applicable to you. You

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are encouraged to seek appropriate professional advice as to how the tax or other laws in Australia apply to your specific situation.

If you surrender eligible stock options for exchange in the Exchange Offer, then you should not rely on the summary as anything other than a broad guide and you are advised to obtain independent taxation advice specific to your particular circumstances before making the decision to participate in the Exchange Offer.

(a)   Exchange of Eligible Stock Options for New Stock Options

Your participation in the Exchange Offer may give rise to taxation. If you choose to surrender eligible stock options in exchange for new stock options, this will be treated as a disposal of the eligible stock options in exchange for the right to receive the new stock options. Therefore, there may be tax implications for you in relation to both of the following: (i) the “cancellation” of the eligible stock options; and (ii) the grant of the right to receive the new stock options.

The amount and characterization of taxable income will depend on whether you made an election to be taxed in the income year of the grant of the eligible stock options (an “Election”). The tax treatment of the disposal of the eligible stock options will also depend on whether the disposal is considered a non-arm’s length transaction (as assumed below). In addition, the discussion below assumes that the new stock options being granted to you are in consideration of Australian services provided by you. If the tax authorities take a view that differs from these assumptions, the tax consequences of this Exchange Offer may differ for you and will depend on your individual circumstances.

If you did not make an Election, you may be subject to tax on the market value (as defined under Australian tax law) of the eligible stock options on the cancellation date (i.e., the date on which the eligible stock options are surrendered in exchange for new stock options) at your marginal rate of tax. The “market value” of the eligible stock options is the greater of (i) the market value of the shares¹ underlying the eligible stock options less the exercise price, and (ii) the value of the eligible stock options determined in accordance with a statutory formula.

The value of the eligible stock options under the statutory formula is based on the market value of the underlying shares, the exercise price of the eligible stock options and the remaining exercise period. In accordance with the statutory formula, the market value of the eligible stock options will be nil, where the market value of the underlying shares on the cancellation date is less than 50% of the exercise price of the eligible stock options.

If you made an Election, you will be subject to capital gains tax. Your capital gain will be calculated as the difference between the market value of the eligible stock options at the time of the cancellation and the market value of the eligible stock options on the grant date. If, at the time of the cancellation of the eligible stock options, you have held the eligible stock options for at least one year prior to the cancellation date, you will be subject to tax on 50% of your capital gain. If you have not held the eligible stock options for at least one year, you will be subject to tax on the entire capital gain.

If the market value of the eligible stock options at the time of cancellation is less than the market value of the eligible stock option grants on the grant date, you will be entitled to claim a capital loss in this amount. Capital losses are available to offset current year or future year capital gains. A capital loss cannot be used to offset other income (including salary and wage income).

(b)   Grant of New Stock Options

You will not be subject to income tax and Medicare Levy contributions when the new stock options are granted to you unless you make an Election to that effect. If you make an Election, you will be taxed on the market value of the new stock options on the grant date. The “market value of the new stock options” is the

¹  For Australian tax purposes, the market value of the shares on a given day is determined as the weighted average of prices at which the shares were traded on the relevant stock market (in the Company’s case, this is the NASDAQ Global Select Market) during the one-week period up to and including that day.

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greater of (i) the market value of the Shares underlying the new stock options less the exercise price, and (ii) the value of the new stock options determined in accordance with a statutory formula.

If you make an Election, it will cover all options, restricted stock units, Shares and rights to Shares you acquire pursuant to an employee stock plan during the applicable income year. The Election must be made prior to the filing of your tax return for the relevant income year. If you do not include the market value of the new stock options as of the grant date in your assessable income for the year that you received the new stock options and pay any applicable tax, you will generally not be permitted to claim in a later income year that you made the Election in the year when you received the new stock options. You should consult your personal tax advisor to determine whether you should make this Election.

(c)   Relevant Assessment Event

If you do not make an Election, you will be subject to income tax and Medicare Levy contributions in the income year in which the earliest of the following occurs (the “Assessment Event”):

(i) you exercise the new stock options;

(ii) you cease employment with the Group (except that to the extent some or all of the new stock options are not and do not become exercisable at this time, you will be treated as if you never acquired the new stock options and no amount will be included in your assessable income);

(iii) you dispose of the new stock options (other than by exercising them); and

(iv) the new stock options expire (subject to a 10-year limit).

The amount included in your assessable income in the income year of the Assessment Event will be:

(i) if you dispose of the new stock options or the acquired Shares in an arm’s length transaction² within 30 days after the relevant Assessment Event — the amount of any consideration received for the disposal less the exercise price (if the new stock options have been exercised); or

(ii) in any other case — the market value of the new stock options or the acquired shares (as defined under Australian tax law) at the time of the relevant Assessment Event less the exercise price (if the new stock options have been exercised).

(d)   Capital Gains Tax

When you subsequently sell any shares acquired under the Plan, you will be subject to capital gains tax unless you dispose of the shares in an arm’s length transaction within 30 days of the relevant Assessment Event and you did not make an Election (in which case your tax treatment will be limited to the income tax consequences described above). The assessable capital gain will be:

(i) where you have held the Shares for less than one year — the difference between the sale price and your cost basis in the Shares (where the disposal is an arm’s length transaction) or the difference between the market value of the shares and the cost basis in the shares (where the disposal is not an arm’s length transaction); or

(ii) where you have held the Shares for at least one year — one-half the difference between the sale price and your cost basis in the Shares (where the disposal is an arm’s length transaction) or one-half the difference between the market value of the shares and the cost basis in the Shares (where the disposal is not an arm’s length transaction) (subject to you first applying any prior year or current year capital losses against the full capital gain).

If you made an Election, your cost basis in the Shares will be the market value of the new stock options (as defined under Australian tax law) on the grant date plus the exercise price. If you did not make an

²  If you sell your Shares on the NASDAQ Global Select Market, this will be considered an “arm’s length transaction.

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Election, your cost basis in the Shares will be the market value of the new stock options (as defined under Australian tax law) at the time of the relevant Assessment Event plus the exercise price.

If you sell the Shares in an arm’s length transaction at a sale price that is less than the cost basis of the Shares, then a capital loss equal to the difference will be available to offset same year or future year capital gains. A capital loss cannot be used to offset other income (including salary and wage income).

If the Shares are sold in a non-arm’s length transaction, the market value of the Shares at the time of the transaction is used instead of the sale price for any of the calculations in this section.

(e)   No Benefit Where Options Lost

Where the new stock options are lost (e.g., forfeited on cessation of employment) without being exercised you will be deemed to have never acquired the new stock options. As such, no amount needs to be included in your assessable income for the new stock options. Where you made the Election and an amount was included in your assessable income you will need to amend your assessment for that income year to remove the amount previously included and obtain a refund of the tax paid.

(f)   Exercise and Sell (Cashless Exercise)

Where you exercise the new stock options through an exercise and sell (cashless exercise), you will be treated as having disposed of the Shares tendered for payment. You will be liable for capital gains tax on any gain made on the disposal of those Shares in the same way as (d) above.

(g)   Responsibility for Taxes

You are solely responsible for the payment of any tax in connection with the Exchange Offer and your participation in the Plan. Tax will not be withheld by either the Company or your employer in relation to your participation in the Exchange Offer and the Plan.

(h)   Dividends

You must include the gross amount of any dividend paid on the Shares in your assessable income. Such a dividend may be subject to U.S. withholding tax. In that case, you may be entitled to a foreign tax credit whereby the U.S. withholding tax is offset against the Australian tax payable on the dividend. At this time, the Company does not pay dividends on Company Shares.

12.   WHAT ARE THE U.S. TAXATION CONSEQUENCES OF PARTICIPATION IN THE EXCHANGE OFFER AND THE PLAN?

Partners will not be subject to U.S. tax by reason only of participation in the Exchange Offer, the grant of new stock options, the exercise of new stock options and/or the sale of Shares. However, liability to U.S. taxes may accrue if a Partner is otherwise subject to U.S. taxes.

Again, the above is an indication only of the likely U.S. taxation consequences for Australian resident Partners who participate in the Exchange Offer. Partners should seek their own advice as to the U.S. taxation consequences of participation.

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13.   AUSTRALIAN SECURITIES ISSUES

Please note that if you offer your Shares for sale to a person or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. Please obtain legal advice on your disclosure obligations prior to making any such offer.

* * * * *

We urge you to carefully review the information contained in this Offer Document and the Additional Documents.

Yours sincerely,

Starbucks Corporation

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EX-99.(A)(1)(N)

Exhibit (a)(1)(N)

Notice to Eligible Partners in Germany

Attached to this Notice is the following document prepared by Starbucks Corporation:

OFFER TO EXCHANGE CERTAIN STOCK OPTIONS FOR NEW STOCK OPTIONS

(the “Exchange Offer Document”)

The Exchange Offer Document is provided to you as a holder of certain eligible stock options granted under the Starbucks Corporation Amended and Restated 2005 Long-Term Equity Incentive Plan (the “2005 Plan”). As described more fully in the Exchange Offer Document, Starbucks Corporation (“Starbucks”) is offering to eligible partners the opportunity voluntarily to exchange their existing “underwater” options granted under the 2005 Plan for a lesser amount of new stock options which will also be granted under the 2005 Plan. The new stock options will have a lower exercise price than the eligible stock options for which they are exchanged.

German Recipients of the Exchange Offer Document are hereby asked to take note of the following:

For the public offer in Germany of shares of Starbucks common stock pursuant to the exercise of stock options granted under the 2005 Plan, Starbucks has prepared a prospectus dated December 11, 2008, which was approved by the German Federal Financial Services Authority (Bundesanstalt für Finanzdienstleistungsaufsicht — “BaFin”) on December 17, 2008 (the “Prospectus”) and the Supplement No. 1 to the Prospectus dated January 23, 2009, which was approved by the BaFin on January 30, 2009 (the “Supplement”).

The Prospectus and the Supplement have been published by making them available in printed form free of charge at the following address:

Starbucks Coffee Deutschland GmbH
Dorotheenstraße 1
45130 Essen
Germany

If you would like to receive a hardcopy of the Prospectus and the Supplement, please contact:

Anja Spohr
Director Partner Resources, Learning & Development
Phone.: +49 201 87 07 — 940
Fax:      +49 201 87 07 — 908
E-Mail: Anja.Spohr@Starbucks.de

EX-99.(A)(1)(O)

Exhibit (a)(1)(O)

STARBUCKS CORPORATION

AGREEMENT ON DUTCH TAX AND SOCIAL SECURITY CONTRIBUTIONS

STOCK OPTION EXCHANGE

An employer-employee relationship is in effect between                      (the “Employee”) and                      (the “Employer”).

The Employer’s parent company, Starbucks Corporation (“Starbucks”), has offered Employee the right to participate in a stock option exchange pursuant to the terms and conditions that are described in the Offer to Exchange Certain Stock Options for New Stock Options (the “Exchange”).

If Employee decides to participate in the Exchange, which expires on May 29, 2009 (the “Expiration Date of the Exchange”), Starbucks will grant Employee a certain number of stock options over shares of Starbucks common stock (the “New Options”) under the Starbucks Corporation Amended and Restated 2005 Long-Term Equity Incentive Plan on the first business day after the Expiration Date of the Exchange. The New Options are granted in exchange for previously granted stock options over shares of Starbucks common stock (the “Exchanged Options”).

On March 13, 2009, the Employer received confirmation of the Dutch Tax Authorities about the consequences of the Exchange for Dutch tax and social security purposes. The Dutch Tax Authorities confirmed that no Dutch taxes and/or social security contributions are due in connection with the Exchange provided that:

(i)	no loss and/or refund is claimed for Dutch wage and/or personal income tax purposes by Employee and/or the Employer with respect to the Exchanged Options that are forfeited pursuant to the Exchange;
(ii)	the full gain derived from exercising and/or disposing of the New Options to be granted under the Exchange constitutes taxable wages for both Dutch tax and social security purposes; and
(iii)	the Employer informs the competent inspector of the Dutch Tax Authorities about this agreement prior to the Expiration Date of the Exchange by sending him or her a copy of this agreement.

By signing this agreement, both the Employer and Employee unconditionally accept the terms and conditions of the Dutch Tax Authorities as described above.

Agreed in                      on                     .

[EMPLOYER]	[NAME OF EMPLOYEE]
[OFFICER]	[ADDRESS]
8100.10.281	Social Security
	Number:

EX-99.(A)(1)(P)

Exhibit (a)(1)(P)

Letter to Eligible Partners in the United Kingdom

STARBUCKS CORPORATION

OFFER TO EXCHANGE

CERTAIN STOCK OPTIONS FOR

NEW STOCK OPTIONS

(“Exchange Offer”)

1 May 2009

To Eligible Partners in the U.K.:

The information provided in this letter supplements our response to Q4 of the Questions and Answers in the Offer to Exchange document (“Are there any differences between the new stock options and the eligible stock options that may be surrendered in the Exchange Offer?”).

If you choose to participate in the Exchange Offer and surrender eligible stock options, even if the eligible stock options that you surrender were granted under the Starbucks Corporation 2005 Long-Term Equity Incentive Plan: Rules of the U.K. Sub-Plan (the “U.K. Sub-Plan”) with the intention of qualifying for favorable U.K. income tax and national insurance contributions (“NICs”) treatment (“approved stock options”), your new stock options will not be granted under the U.K. Sub-Plan. Hence, the favorable income tax and NICs treatment mentioned above will not apply to the new stock options granted under the Starbucks Corporation Amended and Restated 2005 Long-Term Equity Incentive Plan (the “2005 Plan”) pursuant to the Exchange Offer. Your new stock options will be treated as unapproved stock options for U.K. tax and NICs purposes.

If you do not surrender any eligible stock options that were granted as approved stock options, the qualified status of the approved stock options should not be affected by the Exchange Offer. In general, any approved stock options that you choose not to surrender should retain their qualified status provided you do not exercise the stock options prior to the third anniversary of the date of grant. However, please note that neither Starbucks nor your local employer is under any obligation to ensure any particular income tax or NICs treatment with respect to any stock options that you may have been granted under the 2005 Plan, whether under the U.K. Sub-Plan or not.

If you have specific questions regarding your personal income tax or NICs consequences of choosing to participate in the Exchange Offer, we strongly urge you to consult a tax advisor before making any decision with respect to the Exchange Offer.

Sincerely,

Starbucks Corporation

EX-99.(A)(1)(Q)

Exhibit (a)(1)(Q)

May 1, 2009

Subject: Stock Option Exchange Program Informational Sessions

Dear Canadian, Puerto Rican and U.S. Partners:

As recently communicated to you, the voluntary stock option exchange program began on May 1, 2009. The program will give eligible partners a one-time opportunity to surrender certain outstanding underwater stock options in exchange for a lesser amount of new stock options with a lower exercise price. Eligibility criteria are explained in detail in the program materials mailed to eligible partners on May 1, 2009. Generally speaking, the program is open to current partners (other than senior executives) who hold outstanding stock options granted between April 15, 2004 and December 1, 2007 that have an exercise price greater than $19.00 per share.

Informational sessions are available to assist eligible Canadian, Puerto Rican and U.S. partners in understanding the key components and timeframe of the Option Exchange Program as well as how to participate, including:

     1.     In-Person Information Sessions

     2.     On-Line Live Meeting Information Sessions

     3.     24/7 Web Presentation (Canadian and U.S. partners)

Joint In-Person and On-Line Live Meeting Information Sessions

Joint in-person and on-line Live Meeting information sessions are scheduled at the SSC for the dates and times noted below. Eligible Canadian (who are not able to participate in local in-country sessions), Puerto Rican and U.S. partners with access to the Starbucks Portal may attend via Live Meeting.

Date	Location	Time (Pacific)
May 8, Friday	Kona 4 East	1:00 p.m. — 3:00 p.m.
May 11, Monday	Kona 4 West	12:00 p.m. — 2:00 p.m.
May 13, Wednesday	Kona 4 East	7:30 a.m. — 9:30 a.m.
May 19, Tuesday	Kona 4 East	4:00 p.m. — 6:00 p.m.
May 21, Thursday	Kona 4 East	3:00 p.m. — 5:00 p.m.

If your work location is in the SSC, we ask that you attend in person instead of via Live Meeting, thereby reserving the limited number of Live Meeting lines for our field,

Canadian and Puerto Rican partners. It is recommended that you have your Exchange Offer packet information with you when you attend your session.

In-Person Session Registration: To attend one of the sessions noted above in person, please register by accessing the Global Leaning Calendar on the Partner Development Community on the Portal, click on the presentation date you wish to attend and register.

On-Line Live Meeting Session Registration: To participate on-line via Live Meeting, access the Global Learning Calendar on the Partner Development Community on the Portal, click on the presentation date you wish to attend and register. You must register at least 24 hours prior to the start of the session.

On-Line Live Meeting Instructions and Requirements: To listen to the Live Meeting audio, you need speakers for your computer or a headset. Approximately 24 hours prior to the start of your session, an email will be sent to your Starbucks email address with the Live Meeting web link and instructions on how to join the session. It is recommended that you log in at least 15 minutes prior to the start of the session to make sure your computer system is ready to use Microsoft Office Live Meeting.

Web Presentation

If you are unable to attend one of the scheduled meetings noted above, either in person or via Live Meeting, starting May 4, 2009, you may access the Stock Option Exchange Program Informational Presentation at your convenience, 24 hours a day, seven days a week, on LifeAt.Sbux.com (available to U.S. and Canadian partners). You will be guided through the presentation with an audio explanation of the material.

Viewing Instructions and Requirements:

To view the Web presentation:

1.	Log onto http://LifeAt.Sbux.com, select your country (i.e., U.S. or Canada), then enter your first and last names and your partner ID.
2.	Go to Stock Option Exchange Program Go Live and click on the Presentation link.
3.	View the entire presentation, or select the topic you would like to learn more about.

Questions:

1.	If you have problems with the Starbucks scheduled LiveMeeting 2007 install, please contact the Enterprise Helpdesk at (888) 796-JAVA (5282).
2.	If you have problems or questions with your LiveMeeting 2007 account, functionality or issues, please contact Microsoft LiveMeeting support directly at (866) 493-2825 (LiveMeeting support is available 7 days a week/24 hours a day).

Respectfully,
Stock Administration