Item 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as a part of this 10-K:
- Financial Statements
The following financial statements are included in Part II, Item 8 of this 10-K:
| • | Consolidated Statements of Earnings for the fiscal years ended October 2, 2016, September 27, 2015, and September 28, 2014; |
| • | Consolidated Statements of Comprehensive Income for the fiscal years ended October 2, 2016, September 27, 2015, and September 28, 2014; |
| • | Consolidated Balance Sheets as of October 2, 2016 and September 27, 2015; |
| • | Consolidated Statements of Cash Flows for the fiscal years ended October 2, 2016, September 27, 2015, and September 28, 2014; |
| • | Consolidated Statements of Equity for the fiscal years ended October 2, 2016, September 27, 2015, and September 28, 2014; |
| • | Notes to Consolidated Financial Statements; and |
| • | Reports of Independent Registered Public Accounting Firm |
- Financial Statement Schedules
Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above.
- Exhibits
The Exhibits listed in the Index to Exhibits, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STARBUCKS CORPORATION | ||
| By: | /s/ Howard Schultz | |
| Howard Schultz chairman and chief executive officer | ||
November 18, 2016
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Howard Schultz and Scott Maw, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of November 18, 2016.
| Signature | Title | |||
| By: | /s/ Howard Schultz | chairman and chief executive officer | ||
| Howard Schultz | ||||
| By: | /s/ Scott Maw | executive vice president, chief financial officer (principal financial officer and principal accounting officer) | ||
| Scott Maw | ||||
| By: | /s/ William W. Bradley | director | ||
| William W. Bradley | ||||
| By: | /s/ Mary N. Dillon | director | ||
| Mary N. Dillon | ||||
| By: | /s/ Robert M. Gates | director | ||
| Robert M. Gates | ||||
| By: | /s/ Mellody Hobson | director | ||
| Mellody Hobson | ||||
| By: | /s/ Kevin R. Johnson | director | ||
| Kevin R. Johnson |
| Signature | Title | |||
| By: | /s/ Joshua Cooper Ramo | director | ||
| Joshua Cooper Ramo | ||||
| By: | /s/ James G. Shennan, Jr. | director | ||
| James G. Shennan, Jr. | ||||
| By: | /s/ Clara Shih | director | ||
| Clara Shih | ||||
| By: | /s/ Javier G. Teruel | director | ||
| Javier G. Teruel | ||||
| By: | /s/ Myron E. Ullman, III | director | ||
| Myron E. Ullman, III | ||||
| By: | /s/ Craig E. Weatherup | director | ||
| Craig E. Weatherup |
INDEX TO EXHIBITS
| Incorporated by Reference | ||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | ||||||
| 3.1 | Restated Articles of Incorporation of Starbucks Corporation | 10-Q | 0-20322 | 4/28/2015 | 3.1 | |||||||
| 3.2 | Amended and Restated Bylaws of Starbucks Corporation (As amended and restated through September 13, 2016) | 8-K | 0-20322 | 9/16/2016 | 3.1 | |||||||
| 4.1 | Indenture, dated as of September 15, 2016, by and between Starbucks Corporation and U.S. Bank National Association | S-3ASR | 333-213645 | 9/15/2016 | 4.1 | |||||||
| 4.2 | Indenture, dated as of August 23, 2007, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee | S-3ASR | 333-190955 | 9/3/2013 | 4.1 | |||||||
| 4.3 | Second Supplemental Indenture, dated as of September 6, 2013, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (3.850% Senior Notes due October 1, 2023) | 8-K | 0-20322 | 9/6/2013 | 4.2 | |||||||
| 4.4 | Form of 3.850% Senior Notes due October 1, 2023 | 8-K | 0-20322 | 9/6/2013 | 4.3 | |||||||
| 4.5 | Third Supplemental Indenture, dated as of December 5, 2013, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (0.875% Senior Notes due 2016 and 2.000% Senior Notes due 2018) | 8-K | 0-20322 | 12/5/2013 | 4.2 | |||||||
| 4.6 | Form of 0.875% Senior Notes due December 5, 2016 | 8-K | 0-20322 | 12/5/2013 | 4.3 | |||||||
| 4.7 | Form of 2.000% Senior Notes due December 5, 2018 | 8-K | 0-20322 | 12/5/2013 | 4.4 | |||||||
| 4.8 | Fourth Supplemental Indenture, dated as of June 10, 2015, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (2.700% Senior Notes due June 15, 2022 and 4.300% Senior Notes due June 15, 2045) | 8-K | 0-20322 | 6/10/2015 | 4.2 | |||||||
| 4.9 | Form of 2.700% Senior Notes due June 15, 2022 | 8-K | 0-20322 | 6/10/2015 | 4.3 | |||||||
| 4.10 | Form of 4.300% Senior Notes due June 15, 2045 | 8-K | 0-20322 | 6/10/2015 | 4.4 | |||||||
| 4.11 | Fifth Supplemental Indenture, dated as of February 4, 2016, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (2.100% Senior Notes due February 4, 2021) | 8-K | 0-20322 | 2/4/2016 | 4.2 | |||||||
| 4.12 | Form of 2.100% Senior Notes due February 4, 2021 | 8-K | 0-20322 | 2/4/2016 | 4.3 | |||||||
| 4.13 | Sixth Supplemental Indenture, dated as of May 16, 2016, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (2.450% Senior Notes due June 15, 2026) | 8-K | 0-20322 | 5/16/2016 | 4.4 | |||||||
| 4.14 | Form of 2.450% Senior Notes due June 15, 2026 | 8-K | 0-20322 | 5/16/2016 | 4.5 |
| Incorporated by Reference | ||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | ||||||
| 10.1* | Starbucks Corporation Amended and Restated 1989 Stock Option Plan for Non-Employee Directors | 10-K | 0-20322 | 12/23/2003 | 10.2 | |||||||
| 10.2* | Starbucks Corporation Employee Stock Purchase Plan — 1995 as amended and restated through April 1, 2009, and as restated on April 9, 2015 to reflect adjustments for the 2-for-1 forward stock split effective on such date | 10-Q | 0-20322 | 4/28/2015 | 10.5 | |||||||
| 10.3 | Amended and Restated Lease, dated as of January 1, 2001, between First and Utah Street Associates, L.P. and Starbucks Corporation | 10-K | 0-20322 | 12/20/2001 | 10.5 | |||||||
| 10.4* | Starbucks Corporation Executive Management Bonus Plan, as amended and restated November 10, 2015, effective September 28, 2015 | -- | -- | -- | -- | X | ||||||
| 10.5* | Starbucks Corporation Management Deferred Compensation Plan, as amended and restated effective January 1, 2011 | 10-Q | 0-20322 | 2/4/2011 | 10.2 | |||||||
| 10.6* | Starbucks Corporation UK Share Save Plan | 10-K | 0-20322 | 12/23/2003 | 10.9 | |||||||
| 10.7* | Starbucks Corporation Directors Deferred Compensation Plan, as amended and restated effective September 29, 2003 | 10-K | 0-20322 | 12/23/2003 | 10.10 | |||||||
| 10.8* | Starbucks Corporation Deferred Compensation Plan for Non-Employee Directors, effective October 3, 2011 | 10-K | 0-20322 | 11/18/2011 | 10.11 | |||||||
| 10.9* | Starbucks Corporation UK Share Incentive Plan, as amended and restated effective November 14, 2006 | 10-K | 0-20322 | 12/14/2006 | 10.12 | |||||||
| 10.10* | Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective March 20, 2013, and as restated on April 9, 2015 to reflect adjustments for the 2-for-1 forward stock split effective on such date | 10-Q | 0-20322 | 4/28/2015 | 10.4 | |||||||
| 10.11* | 2005 Key Employee Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective November 15, 2005 | 10-Q | 0-20322 | 2/10/2006 | 10.2 | |||||||
| 10.12* | 2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective March 22, 2016 | 10-Q | 0-20322 | 04/26/2016 | 10.1 | |||||||
| 10.13* | Form of Stock Option Grant Agreement for Purchase of Stock under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan | 10-Q | 0-20322 | 5/2/2012 | 10.1 | |||||||
| 10.14* | Form of Global Stock Option Grant Agreement for Purchase of Stock under the Key Employee Sub-Plan to the 2005 Long Term Equity Incentive Plan | -- | -- | -- | -- | X |
| Incorporated by Reference | ||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | ||||||
| 10.15* | Form of Stock Option Grant Agreement for Purchase of Stock under the 2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan | 10-Q | 0-20322 | 04/26/2016 | 10.2 | |||||||
| 10.16* | Form of Restricted Stock Unit Grant Agreement under the 2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan | 10-Q | 0-20322 | 04/26/2016 | 10.3 | |||||||
| 10.17 | Credit Agreement dated November 6, 2015 among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, and the other Lenders from time to time a party thereto. | 8-K | 0-20322 | 11/6/2015 | 10.1 | |||||||
| 10.18 | Form of Commercial Paper Dealer Agreement between Starbucks Corporation, as Issuer, and the Dealer | 8-K | 0-20322 | 7/29/2016 | 10.1 | |||||||
| 10.19* | Letter Agreement dated February 21, 2008 between Starbucks Corporation and Clifford Burrows | 10-Q | 0-20322 | 5/8/2008 | 10.3 | |||||||
| 10.20* | Form of Time Vested Restricted Stock Unit Grant Agreement (U.S.) under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan | 10-K | 0-20322 | 11/18/2011 | 10.30 | |||||||
| 10.21* | Form of Time Vested Global Restricted Stock Unit Grant Agreement under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan | -- | -- | -- | -- | X | ||||||
| 10.22* | Form of Performance Based Global Restricted Stock Unit Grant Agreement under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan | -- | -- | -- | -- | X | ||||||
| 10.23* | Letter Agreement dated November 30, 2009 between Starbucks Corporation and John Culver | 10-Q | 0-20322 | 2/2/2010 | 10.3 | |||||||
| 10.24* | Letter Agreement dated May 16, 2012 between Starbucks Corporation and Lucy Lee Helm | 10-K | 0-20322 | 11/14/2014 | 10.33 | |||||||
| 10.25* | Letter Agreement dated January 29, 2014 between Starbucks Corporation and Troy Alstead | 8-K | 0-20322 | 1/29/2014 | 10.1 | |||||||
| 10.26* | Letter Agreement dated January 29, 2014 between Starbucks Corporation and Scott Maw | 8-K | 0-20322 | 1/29/2014 | 10.2 | |||||||
| 10.27* | Exclusive Aircraft Sublease (S/N 6003) dated as of September 27, 2013 by and between Cloverdale Services, LLC and Starbucks Corporation | 10-Q | 0-20322 | 4/29/2014 | 10.3 | |||||||
| 10.28* | Offer Letter dated January 22, 2015 between Starbucks Corporation and Kevin Johnson | 8-K | 0-20322 | 1/22/2015 | 10.1 |
| Incorporated by Reference | ||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | ||||||
| 12 | Computation of Ratio of Earnings to Fixed Charges | — | — | — | — | X | ||||||
| 21 | Subsidiaries of Starbucks Corporation | — | — | — | — | X | ||||||
| 23 | Consent of Independent Registered Public Accounting Firm | — | — | — | — | X | ||||||
| 24 | Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K) | __ | __ | __ | __ | X | ||||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | X | ||||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | X | ||||||
| 32** | Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | |||||||
| 101 | The following financial statements from the Company’s 10-K for the fiscal year ended October 2, 2016, formatted in XBRL: (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Income, (iii)Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements | — | — | — | — | X |
- Denotes a management contract or compensatory plan or arrangement.
**Furnished herewith.
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