(a) The following documents are filed as a part of this 10-K:
1. Financial Statements
The following financial statements are included in Part II, Item 8 of this 10-K:
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| • | Consolidated Statements of Earnings for the fiscal years ended September 29, 2019, September 30, 2018, and October 1, 2017; |
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| • | Consolidated Statements of Comprehensive Income for the fiscal years ended September 29, 2019, September 30, 2018, and October 1, 2017; |
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| • | Consolidated Balance Sheets as of September 29, 2019 and September 30, 2018; |
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| • | Consolidated Statements of Cash Flows for the fiscal years ended September 29, 2019, September 30, 2018, and October 1, 2017; |
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| • | Consolidated Statements of Equity for the fiscal years ended September 29, 2019, September 30, 2018, and October 1, 2017; |
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| • | Notes to Consolidated Financial Statements; and |
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| • | Reports of Independent Registered Public Accounting Firm |
2. 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.
3. Exhibits
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| Exhibit Number | | Exhibit Description | | Form | | File No. | | Date of Filing | | Exhibit Number | | Filed Herewith |
| 2.1 | | Transaction Agreement, dated as of May 6, 2018 by and between Starbucks Corporation and Nestlé S.A. | | 8-K | | 0-20322 | | 5/7/2018 | | 2.1 | | |
| 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 June 1, 2018) | | 8-K | | 0-20322 | | 6/5/2018 | | 3.1 | | |
| 4.1 | | Indenture, dated as of September 15, 2016, by and between Starbucks Corporation and U.S. Bank National Association, as trustee | | S-3ASR | | 333-213645 | | 9/15/2016 | | 4.1 | | |
| 4.2 | | First Supplemental Indenture, dated March 17, 2017, by and between Starbucks Corporation and U.S. Bank National Association, as trustee, transfer agent and registrar, and Elavon Financial Services, DAC, UK Branch, as paying agent (0.372% Senior Notes due 2024) | | 8-K | | 0-20322 | | 3/20/2017 | | 4.2 | | |
| 4.3 | | Form of 0.372% Senior Note due March 15, 2024 | | 8-K | | 0-20322 | | 3/20/2017 | | 4.3 | | |
| 4.4 | | Second Supplemental Indenture, dated as of November 22, 2017, by and between Starbucks Corporation and U.S. Bank National Association, as trustee (2.200% Senior Notes due 2020 and 3.750% Senior Notes due 2047) | | 8-K | | 0-20322 | | 11/22/2017 | | 4.2 | | |
| 4.5 | | Form of 2.200% Senior Notes due November 22, 2020 (included in Exhibit 4.2) | | 8-K | | 0-20322 | | 11/22/2017 | | 4.3 | | |
| 4.6 | | Form of 3.750% Senior Notes due December 1, 2047 (included in Exhibit 4.2) | | 8-K | | 0-20322 | | 11/22/2017 | | 4.4 | | |
| 4.7 | | Third Supplemental Indenture, dated as of February 28, 2018, by and between Starbucks Corporation and U.S. Bank National Association, as trustee (3.100% Senior Notes due 2023 and 3.500% Senior Notes due 2028) | | 8-K | | 0-20322 | | 2/28/2018 | | 4.2 | | |
| 4.8 | | Form of 3.100% Senior Notes due March 1, 2023 | | 8-K | | 0-20322 | | 2/28/2018 | | 4.3 | | |
| 4.9 | | Form of 3.500% Senior Notes due March 1, 2028 | | 8-K | | 0-20322 | | 2/28/2018 | | 4.4 | | |
| 4.10 | | Fourth Supplemental Indenture, dated as of August 10, 2018, by and between Starbucks Corporation and U.S. Bank National Association, as trustee (3.800% Senior Notes due 2025, 4.000% Senior Notes due 2028 and 4.500% Senior Notes due 2048) | | 8-K | | 0-20322 | | 8/10/2018 | | 4.2 | | |
| 4.11 | | Form of 3.800% Senior Notes due August 15, 2025 | | 8-K | | 0-20322 | | 8/10/2018 | | 4.3 | | |
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| Exhibit Number | | Exhibit Description | | Form | | File No. | | Date of Filing | | Exhibit Number | | Filed Herewith |
| 4.12 | | Form of 4.000% Senior Notes due November 15, 2028 | | 8-K | | 0-20322 | | 8/10/2018 | | 4.4 | | |
| 4.13 | | Form of 4.500% Senior Notes due November 15, 2048 | | 8-K | | 0-20322 | | 8/10/2018 | | 4.5 | | |
| 4.14 | | Fifth Supplemental Indenture, dated as of May 13, 2019, by and between Starbucks Corporation and U.S. Bank National Association, as trustee (3.550% Senior Notes due 2029 and 4.450% Senior Notes due 2049) | | 8-K | | 0-20322 | | 5/13/2019 | | 4.2 | | |
| 4.15 | | Form on 3.550% Senior Notes due August 15, 2029 (included in Exhibit 4.2) | | 8-K | | 0-20322 | | 5/13/2019 | | 4.3 | | |
| 4.16 | | Form on 4.450% Senior Notes due August 15, 2049 (included in Exhibit 4.2) | | 8-K | | 0-20322 | | 5/13/2019 | | 4.4 | | |
| 4.17 | | 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 | | |
| 4.18 | | 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 | | |
| 4.19 | | Form of 3.850% Senior Notes due October 1, 2023 | | 8-K | | 0-20322 | | 9/6/2013 | | 4.3 | | |
| 4.20 | | 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 | | |
| 4.21 | | Form of 2.000% Senior Notes due December 5, 2018 | | 8-K | | 0-20322 | | 12/5/2013 | | 4.4 | | |
| 4.22 | | 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 | | |
| 4.23 | | Form of 2.700% Senior Notes due June 15, 2022 | | 8-K | | 0-20322 | | 6/10/2015 | | 4.3 | | |
| 4.24 | | Form of 4.300% Senior Notes due June 15, 2045 | | 8-K | | 0-20322 | | 6/10/2015 | | 4.4 | | |
| 4.25 | | 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 | | |
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| | | | Incorporated by Reference | | | | | | | | |
| Exhibit Number | | Exhibit Description | | Form | | File No. | | Date of Filing | | Exhibit Number | | Filed Herewith |
| 4.26 | | Form of 2.100% Senior Notes due February 4, 2021 | | 8-K | | 0-20322 | | 2/4/2016 | | 4.3 | | |
| 4.27 | | 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 | | |
| 4.28 | | Form of 2.450% Senior Notes due June 15, 2026 | | 8-K | | 0-20322 | | 5/16/2016 | | 4.5 | | |
| 4.29 | | Description of Securities | | | | | | | | | | X |
| 10.1* | | Starbucks Corporation Employee Stock Purchase Plan — 1995 as amended and restated on April 9, 2015 to reflect adjustments for the 2-for-1 forward stock split effective on such date | | 10-Q | | 0-20322 | | 8/1/2017 | | 10.1 | | |
| 10.2* | | Starbucks Corporation Executive Management Bonus Plan, as amended and restated on June 25, 2019 | | 10-Q | | 0-20322 | | 7/30/2019 | | 10.1 | | |
| 10.3* | | Starbucks Corporation Management Deferred Compensation Plan, as amended and restated effective January 1, 2011 | | 10-Q | | 0-20322 | | 2/4/2011 | | 10.2 | | |
| 10.4* | | Starbucks Corporation UK Share Save Plan | | 10-K | | 0-20322 | | 12/23/2003 | | 10.9 | | |
| 10.5* | | Starbucks Corporation Deferred Compensation Plan for Non-Employee Directors, effective October 3, 2011, as amended and restated effective September 11, 2018 | | 10-K | | 0-20322 | | 11/16/2018 | | 10.5 | | |
| 10.6* | | Starbucks Corporation UK Share Incentive Plan, as amended and restated effective November 14, 2006 | | 10-K | | 0-20322 | | 12/14/2006 | | 10.12 | | |
| 10.7* | | Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective March 20, 2013, as restated on April 9, 2015 to reflect adjustments for the 2-for-1 forward stock split effective on such date, and as amended and restated by the Board on September 11, 2018 | | 10-K | | 0-20322 | | 11/16/2018 | | 10.7 | | |
| 10.8* | | 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 | | |
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| | | | Incorporated by Reference | | | | | | | | |
| Exhibit Number | | Exhibit Description | | Form | | File No. | | Date of Filing | | Exhibit Number | | Filed Herewith |
| 10.9* | | 2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective September 11, 2018 | | 10-K | | 0-20322 | | 11/16/2018 | | 10.9 | | |
| 10.10* | | 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 | | |
| 10.11* | | 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 | | 10-K | | 0-20322 | | 11/18/2016 | | 10.14 | | |
| 10.12* | | 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 | | 4/26/2016 | | 10.2 | | |
| 10.13* | | 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 | | 4/26/2016 | | 10.3 | | |
| 10.14 | | Credit Agreement, dated October 25, 2017, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, N.A., Citibank, N.A. and U.S. Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto. | | 8-K | | 0-20322 | | 10/30/2017 | | 10.1 | | |
| 10.15 | | Amended and Restated 364-Day Credit Agreement, dated October 24, 2018, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent and Swing Line Lender and U.S. Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto. | | 8-K | | 0-20322 | | 10/26/2018 | | 10.1 | | |
| 10.16 | | Description of Extension, dated as of October 23, 2019, to the Amended and Restated 364-Day Credit Agreement, dated as of October 24, 2018, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent and Swing Line Lender and U.S. Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto. | | 8-K | | 0-20322 | | 10/25/2019 | | | | |
| 10.17 | | Form of Commercial Paper Dealer Agreement between Starbucks Corporation, as Issuer, and the Dealer | | 8-K | | 0-20322 | | 7/29/2016 | | 10.1 | | |
| 10.18* | | 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 | | |
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| | | | Incorporated by Reference | | | | | | | | |
| Exhibit Number | | Exhibit Description | | Form | | File No. | | Date of Filing | | Exhibit Number | | Filed Herewith |
| 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 September 29, 2019, formatted in iXBRL: (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 |
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| * | Denotes a management contract or compensatory plan or arrangement. |
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.
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| STARBUCKS CORPORATION | |
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| By: | /s/ Kevin R. Johnson |
| | Kevin R. Johnson president and chief executive officer |
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November 15, 2019
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Kevin R. Johnson, Patrick J. Grismer and Rachel A. Gonzalez, 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 15, 2019.
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| | Signature | | Title |
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| By: | | /s/ Kevin R. Johnson | | president and chief executive officer, director (principal executive officer) |
| | Kevin R. Johnson | | |
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| By: | | /s/ Patrick J. Grismer | | executive vice president, chief financial officer (principal financial officer) |
| | Patrick J. Grismer | | |
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| By: | | /s/ Jill L. Walker | | senior vice president, Corporate Financial Services, and chief accounting officer (principal accounting officer) |
| | Jill L. Walker | | |
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| By: | | /s/ Richard E. Allison, Jr. | | director |
| | Richard E. Allison, Jr. | | |
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| By: | | /s/ Rosalind G. Brewer | | director |
| | Rosalind G. Brewer | | |
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| By: | | /s/ Andrew Campion | | director |
| | Andrew Campion | | |
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| By: | | /s/ Mary N. Dillon | | director |
| | Mary N. Dillon | | |
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| By: | | /s/ Mellody Hobson | | director |
| | Mellody Hobson | | |
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| By: | | /s/ Jørgen Vig Knudstorp | | director |
| | Jørgen Vig Knudstorp | | |
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| By: | | /s/ Isabel Ge Mahe | | director |
| | Isabel Ge Mahe | | |
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| | Signature | | Title |
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| By: | | /s/ Satya Nadella | | director |
| | Satya Nadella | | |
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| By: | | /s/ Joshua Cooper Ramo | | director |
| | Joshua Cooper Ramo | | |
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| By: | | /s/ Clara Shih | | director |
| | Clara Shih | | |
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| By: | | /s/ Javier G. Teruel | | director |
| | Javier G. Teruel | | |
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| By: | | /s/ Myron E. Ullman, III | | director |
| | Myron E. Ullman, III | | |