Document/Exhibit Description Pages Size
1: 10-K Annual Report 18 136K
2: EX-1 Underwriting Agreement 15± 60K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 5± 22K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 12± 49K
5: EX-4 Instrument Defining the Rights of Security Holders 2± 10K
6: EX-5 Opinion re: Legality 2± 8K
7: EX-6 Opinion re: Discount on Capital Shares 1 5K
8: EX-7 Opinion re: Liquidation Preference 1 8K
9: EX-27 Financial Data Schedule (Pre-XBRL) 1 10K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended September 29, 1996 or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 0-20322
STARBUCKS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1325671
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2401 UTAH AVENUE SOUTH, SEATTLE, WASHINGTON 98134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(206) 447-1575
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------------------------------------------------
None N/A
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
4 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant, based upon the closing sale price
of the registrant's Common Stock on December 1, 1996, as
reported on the NASDAQ National Market System, was
$2,598,426,062.
As of December 1, 1996, there were 77,786,819 shares of the
registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for
the fiscal year ended September 29, 1996 have been incorporated
by reference into Parts II and IV of this Form 10-K. Portions
of the definitive Proxy Statement for the registrant's Annual
Meeting of Shareholders to be held on March 6, 1997 have been
incorporated by reference into Part III of this report.
STARBUCKS CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Part I
PAGE
Item 1. Business . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings . . . . . . . . . . . . . . .6
Item 4. Submission of Matters
to a Vote of Security Holders . . . . . . . . .6
Part II
Item 5. Market for Registrant's Common
Equity and Related Stockholder Matters . . . . 7
Item 6. Selected Financial Data . . . . . . . . . . . .7
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . .7
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . . 7
Item 9. Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosures . . . . . . . . . . .7
Part III
Item 10. Directors and Executive
Officers of the Registrant . . . . . . . . . .8
Item 11. Executive Compensation . . . . . . . . . . . .10
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . .10
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . .10
Part IV
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K . . . . . . 11
1
PART I
Item 1. Business
GENERAL. Starbucks Corporation and its subsidiaries
("Starbucks" or the "Company") purchases and roasts high-quality
whole bean coffees and sells them, along with fresh, rich-brewed
coffees and Italian-style espresso beverages, primarily through
Company-operated and licensed retail stores. The Company's
objective is to establish Starbucks as the most recognized and
respected brand of coffee in the world. To achieve this goal,
the Company plans to continue to rapidly expand its retail
operations, grow its direct response and specialty sales
operations, and selectively pursue other opportunities to
leverage and grow the Starbucks brand through the introduction
of new products and the development of new distribution
channels.
Starbucks is committed to selling only the finest whole bean
coffees and coffee beverages. To ensure compliance with its
rigorous standards, Starbucks is vertically integrated,
controlling its coffee sourcing, roasting, and distribution
through its Company-operated retail stores. The Company
purchases green coffee beans for its many blends and varietals
from coffee-producing regions throughout the world and custom
roasts them to its exacting standards.
Company-operated retail stores accounted for approximately 86%
of net revenues during the fiscal year ended September 29, 1996.
Starbucks retail objective is to become the leading retailer and
brand of coffee in each of its target markets by selling the
finest quality coffees and related products, and by providing a
superior level of customer service, thereby building a high
degree of customer loyalty. Of the 1,006 Starbucks stores open
on September 29, 1996, 929 were Company-operated retail stores
located in 21 states, the District of Columbia, British Columbia
and Ontario, Canada. Licensees operated 75 stores in North
America. In addition, the first two Starbucks stores outside
North America opened in Tokyo, Japan during the fourth quarter
of fiscal 1996.
In addition to its retail operations, the Company sells
primarily whole bean coffees through a specialty sales group and
a national direct response business. The Company has also
entered into joint ventures with the Pepsi-Cola Company, a
division of PepsiCo, Inc. ("Pepsi"), to develop ready-to-drink
coffee-based products and with Dreyer's Grand Ice Cream, Inc.
("Dreyer's") to develop premium coffee ice cream products.
RETAIL STORES. Starbucks stores are typically clustered in high-
traffic, high-visibility locations in each market. Because the
Company has the ability to vary the size of its stores,
Starbucks stores are located in a variety of settings, including
office buildings, downtown and suburban retail centers, and
kiosks located generally in building lobbies, airport terminals,
supermarket foyers, and university campuses. While the Company
selectively locates stores in suburban malls, its focus is on
stores that are convenient for pedestrian street traffic.
The Company combines its merchandising strategy with its
marketing programs to create and reinforce a distinctive brand
image for its coffees. The Company's merchandising strategy is
reflected in its product mix, product pricing, and sale and
educational materials.
All Starbucks stores offer a choice of regular or decaffeinated
coffee beverages, changing "coffees of the day," and a broad
selection of Italian-style espresso beverages, as well as
distinctively packaged, freshly roasted whole bean coffees, a
selection of fresh pastries and other food items, sodas, juices,
tea, and coffee-related hardware products and equipment. During
fiscal 1996, the Company's retail sales mix by product type was
approximately 61% coffee beverages, 15% whole bean coffees, 16%
food items, and 8% coffee-related hardware products and
equipment.
The product mix in each store varies and is dependent on the
size of the store and its location. Larger stores carry a
revolving selection that can include any of the Company's whole
bean coffees and a range of coffee-related products,
2
including exclusive, high-quality coffee-making equipment as
well as accessories bearing various Company trademarks, such as
coffee mugs, coffee grinders, storage containers, coffee
filters, and finely packaged gourmet food products. The smaller
stores and kiosks typically sell a full line of coffee
beverages, a limited selection of whole bean coffees and a few
hardware items, most notably logo mugs and small equipment
items.
The Company and its licensees intend to open at least 325 new
stores in North America during fiscal 1997. The Company plans
to enter at least three major new markets in North America
during fiscal 1997, including Phoenix, Arizona, and Miami,
Florida. For information on expansion plans outside of
continental North America, see discussion below under
International.
OTHER DISTRIBUTION CHANNELS. Starbucks retail expansion
strategy is to increase its market share in existing markets and
to open stores in new markets where it believes it can become
the leading specialty coffee retailer. In addition, the Company
will continue to expand its specialty sales and direct response
operations, and will selectively pursue other distribution
channels.
Specialty Sales. Specialty Sales includes distribution to
restaurants and a wide range of institutional customers,
including airlines, hotels, wholesale warehouses, business
offices, multi-unit retailers, universities, hospitals, and
country clubs. Specialty sales revenues (which for financial
reporting purposes include royalties and fees from licensees as
well as sales of products to licensees and joint ventures)
accounted for approximately 11% of the Company's net revenues
during the fiscal year ended September 29, 1996. Starbucks is
committed to expanding its specialty sales operations. During
fiscal 1996, the Company entered into an alliance with U.S.
Office Products to serve Starbucks coffee in the workplace
environment.
Licensed Stores. Starbucks has entered into a development
agreement that allows Host International, Inc. ("Host") to
operate Starbucks retail stores in airport locations. Starbucks
receives a license fee and a royalty from Host and sells coffee
to Host for resale in the licensed airport stores. All licensed
airport stores operated by Host must follow Starbucks detailed
store operating procedures and all Host managers and employees
who work in the licensed airport stores must receive the same
core training given to Starbucks store managers and employees.
During fiscal 1996, the Company entered into a licensing
arrangement with ARAMARK Food and Services Group, Inc.
("ARAMARK") to put licensed Starbucks operations at various
locations operated by ARAMARK. During the fiscal year ended
September 29, 1996, sales to and royalties from licensees were
approximately one percent of the Company's net revenues.
Starbucks does not currently intend to turn over operational
control of Starbucks stores in North America in any environment
in which it can control retail space; however, in limited
situations where a master concessionaire controls the retail
space, Starbucks may consider licensing its operations.
Direct Response. The Company publishes a mail order catalog
that is distributed approximately six times a year and which
offers its coffees, certain food items, and select coffee-making
equipment and accessories. The Company ships products to
customers located in all 50 states and many foreign countries.
Direct Response also operates an electronic store on America
Online, allowing customers to order their favorite coffees and
products. During fiscal 1996, Direct Response accounted for
approximately three percent of the Company's net revenues.
Management believes its direct response operations will continue
to support its retail store expansion into new markets and
reinforce brand recognition in existing markets.
Joint Ventures. The Company has entered into a joint venture
agreement with Pepsi, to develop and distribute ready-to-drink
coffee-based products. The joint venture agreement contemplates
the distribution of products within the United States and Canada
by Pepsi-owned and independently licensed bottlers and other
distributors or retailers. In May 1996, the joint venture
introduced bottled Frappuccino (TM) coffee drink in supermarkets
and other retail points of distribution throughout the West
Coast. Frappuccino (TM) coffee drink is currently available in
two flavors - coffee and mocha. Based on trade and consumer
reception of this product, the joint venture is planning wider
distribution. The joint venture concluded test marketing of
3
MAZAGRAN (TM), a lightly carbonated coffee drink, and currently
does not have plans to market this product nationwide.
On October 31, 1995, the Company announced an agreement to form
a joint venture with Dreyer's to develop and distribute
Starbucks premium coffee ice creams. During fiscal 1996, the
joint venture introduced five flavors of Starbucks Ice Cream,
available in grocery stores throughout the United States.
International. The Company considers locations outside of
continental North America to be part of its international
operations. On October 25, 1995, the Company signed an
agreement with SAZABY Inc., a Japanese retailer and
restaurateur, to form a joint venture which will primarily
develop Starbucks retail stores in Japan. The joint venture
opened its first two stores in Tokyo, Japan during fiscal 1996.
The joint venture currently anticipates opening ten to twelve
additional stores in Japan during fiscal 1997.
On August 3, 1996, the Company signed a joint venture
partnership agreement with a Hawaii-based management team formed
by the MacNaughton Group, to develop Starbucks locations in
Hawaii. The joint venture opened the first Starbucks retail
location in Hawaii during the first quarter of fiscal 1997.
The Company also signed an agreement with a subsidiary of
Bonvests Holding Limited ("Bonvests") on August 8, 1996, that
makes them a licensee for Starbucks retail locations in
Singapore. The first retail location in Singapore opened during
the first quarter of fiscal 1997. The Company and Bonvests
currently anticipate opening five additional stores in Singapore
in fiscal 1997.
PRODUCT SUPPLY. The Company depends upon both its outside
brokers and its direct contacts with exporters in countries of
origin for the supply of its primary raw material, green coffee.
Coffee is the world's second largest traded commodity and its
supply and price are subject to volatility. Although most
coffee trades in the commodity market, coffee of the quality
sought by the Company tends to trade on a negotiated basis at a
substantial premium above commodity coffee pricing, depending
upon the supply and demand at the time of purchase. Supply and
price can be affected by multiple factors in the producing
countries, including weather, political and economic conditions.
In addition, green coffee prices have been affected in the past,
and may be affected in the future, by the actions of certain
organizations and associations, such as the International Coffee
Organization and the Association of Coffee Producing Countries,
which have historically attempted to influence commodity prices
of green coffee through agreements establishing export quotas or
restricting coffee supplies worldwide.
Green coffee commodity prices are subject to substantial price
fluctuations, generally a result of reports of adverse growing
conditions in certain coffee-producing countries. Due to green
coffee commodity price increases, the Company effected sales
price increases during fiscal 1994 and 1995 to mitigate the
effects of anticipated increases in its cost of goods sold.
Because the Company had established fixed purchase prices for
some of its supply of green coffees, the Company's margins were
favorably impacted by such sales price increases during much of
fiscal 1995. During the latter part of fiscal 1995 and
throughout fiscal 1996, gross margins were negatively impacted
relative to the prior year by the sell-through of higher-cost
coffee inventories. The Company expects to have sold most of
these higher-cost coffees by the end of the first quarter of
fiscal 1997.
The Company enters into fixed price purchase commitments in
order to secure an adequate supply of quality green coffee and
fix costs for future periods. As of September 29, 1996, the
Company had approximately $47 million in fixed price purchase
commitments which, together with existing inventory, is expected
to provide an adequate supply of green coffee well into fiscal
1997. The Company believes, based on relationships established
with its suppliers in the past, that the risk of non-delivery on
such purchase commitments is remote.
In addition, the Company may from time to time purchase coffee
futures contracts to provide additional price protection when it
is not able to enter into fixed price purchase commitments.
There can be no assurance that these activities will
successfully protect the Company against the risks of increases
in coffee prices or that they will not
4
result in the Company having to pay substantially more for its
supply than it would have been required to pay absent such
activities. The Company did not engage in any hedging
activities or futures contracts in fiscal 1996.
Specialty foods, such as pastries, are generally purchased from
local sources based on quality and price. Items bearing the
Company's logos and trademarks are purchased under contract.
Hardware items, such as coffee makers, are generally purchased
directly from manufacturers.
COMPETITION. The Company's whole bean coffees compete directly
against specialty coffees sold at retail through supermarkets,
specialty retailers, and a growing number of specialty coffee
stores. The Company's coffee beverages compete directly against
all restaurant and beverage outlets that serve coffee and a
growing number of espresso stands, carts, and stores. Both the
Company's whole bean coffees and its coffee beverages compete
indirectly against all other coffees on the market. The Company
believes that its customers choose among retailers primarily on
the basis of quality and convenience, and, to a lesser extent,
on price.
Management believes that supermarkets pose the greatest
competitive challenge in the whole bean coffee market, in part
because supermarkets offer customers the convenience of not
having to make a separate trip to the Company's stores. A
number of nationwide coffee manufacturers, such as Kraft General
Foods, Procter & Gamble, and Nestle, are distributing premium
coffee products in supermarkets, which products may serve as
substitutes for the Company's coffees. Regional specialty
coffee companies also sell whole bean coffees in supermarkets.
In addition, the Company competes for whole bean coffee sales
with franchise operators and independent specialty coffee stores
in both the United States and Canada. There are a number of
competing specialty coffee retailers, such as Second Cup, a
Canadian franchisor with stores primarily in Canada. Second Cup
also owns Gloria Jeans, a franchisor of specialty coffee stores,
with locations primarily in malls throughout the United States.
In addition, in virtually every major metropolitan area where
Starbucks operates and expects to expand, there are local or
regional competitors with substantial market presence in the
specialty coffee business.
The Company's primary competitors for beverage sales are
restaurants, shops, and street carts. In almost all markets in
which the Company does business there has been a significant
increase in competition in the specialty coffee beverage
business and management expects this trend to continue.
Although competition in the beverage market is currently
fragmented, a major competitor with substantially greater
financial, marketing and operating resources than the Company
could enter this market at any time and compete directly against
the Company.
In addition, the Company competes with established suppliers in
its specialty sales and direct response businesses, many of whom
have greater financial and marketing resources than the Company.
The Company also expects that competition for suitable sites for
new stores to support the Company's planned growth will be
intense. The Company competes against both restaurants and
other specialty retailers for these sites, and there can be no
assurance that management will be able to continue to secure
adequate sites at acceptable rent levels. The Company also
competes for qualified personnel to operate its retail stores.
PATENTS, TRADEMARKS AND COPYRIGHTS. The Company owns and/or has
applied to register numerous trademarks and service marks in the
United States, Canada and in some sixty countries throughout the
world. One of the Company's subsidiaries, The Coffee
Connection, Inc. ("The Coffee Connection"), also owns a number
of trademarks and service marks in the United States, Canada and
elsewhere, including registrations for "The Coffee Connection"
name and logo. Some of the Company's trademarks, including
"Starbucks," the Starbucks logo and "Frappuccino," are of
material importance to the Company. Trademarks are generally
valid as long as they are in use and/or their registrations are
properly maintained, and they have not been found to have become
generic. Trademark registrations can generally be renewed
indefinitely so long as the marks are in use.
5
The Company owns numerous copyrights for its product packaging,
promotional materials, in-store graphics, and training
materials, among other things. The Company also holds patents
on certain products and systems. While valuable, individual
copyrights and patents currently held by the Company are not
viewed as material to the Company's business.
SEASONALITY AND QUARTERLY RESULTS. The Company's business is
subject to seasonal fluctuations. Significant portions of the
Company's net revenues and profits are realized during the first
quarter of the Company's fiscal year which includes the December
holiday season. In addition, quarterly results are affected by
the timing of the opening of new stores, and the Company's rapid
growth may conceal the impact of other seasonal influences.
Because of the seasonality of the Company's business, results
for any quarter are not necessarily indicative of the results
that may be achieved for the full fiscal year.
EMPLOYEES. As of September 29, 1996, the Company employed
approximately 16,600 individuals, including approximately 15,000
in retail stores and regional offices, and the remainder in the
Company's administrative, sales, real estate, direct response,
roasting, and warehousing operations. As of September 29, 1996,
five of the Company's stores (out of a total of 929 Company-
operated stores in North America), located in Vancouver, British
Columbia, were unionized. Starbucks has never experienced a
strike or work stoppage, and the Company believes that its
relations with its employees are excellent.
FORWARD-LOOKING STATEMENTS. Some of the information in this
Form 10-K, including anticipated store openings, planned capital
expenditures, and trends in the Company's operations, are
forward-looking statements which are subject to risks and
uncertainties. Actual future results and trends may differ
materially depending on a variety of factors, including, but not
limited to, coffee and other raw material prices and
availability, successful execution of internal performance and
expansion plans, impact of competition, availability of
financing, legal proceedings, and other risks detailed in the
Company's Securities and Exchange Commission filings and the
documents incorporated by reference therein.
Item 2. Properties
Starbucks currently operates three roasting and distribution
facilities: two in the Seattle area, and one in East Manchester
Township, York County, Pennsylvania. In the Seattle area, the
Company leases approximately 92,000 square feet in one building
located in Seattle, Washington, pursuant to a lease extendible
through 2009 (the "Seattle Plant"), and owns an additional
roasting plant and distribution facility of approximately
305,000 square feet located in Kent, Washington. The Company
has a lease agreement with York County Industrial Development
Corporation for a roasting and distribution facility (the "York
Plant"), providing for approximately 365,000 square feet
initially. The lease has a 15 year term and the Company has an
option to purchase the land and building within five years of
the date of occupancy. Such option to purchase also provides
that the Company may purchase, within seven years of occupancy,
additional land adjacent to the York Plant which would expand it
to 1,000,000 square feet. The Company is party to a letter of
intent and a commitment letter which provide that in the event
that the Company exercises its option to purchase the York
Plant, the Company will have the right to assume loans incurred
in connection with the development of it. The Company has
determined that it no longer needs its much-smaller roasting
plant located in Boston (which formerly operated as the roasting
plant for The Coffee Connection) and has sublet it to a third
party. The lease on this facility runs through 2002.
The Company leases approximately 302,000 square feet used for
administrative offices in Seattle, Washington, and has options
to lease approximately 298,000 additional square feet. The
Company owns 2.36 acres (102,800 square feet) of undeveloped
land adjacent to the Seattle Plant, which is currently used for
parking.
As of September 29, 1996, Starbucks operated a total of 929
retail stores. All Starbucks stores are located in leased
premises. The Company also leases office space for regional,
district and other administrative offices.
6
Item 3. Legal Proceedings
The Company is a party to various legal proceedings arising in
the ordinary course of its business, but is not currently a
party to any legal proceeding which the Company believes will
have a material adverse effect on the financial position or
results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during
the fourth quarter of fiscal year 1996.
7
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The information required by this item is incorporated herein by
reference to the Company's 1996 Annual Report to Shareholders.
Item 6. Selected Financial Data
The information required by this item is incorporated herein by
reference to the Company's 1996 Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information required by this item is incorporated herein by
reference to the Company's 1996 Annual Report to Shareholders.
Item 8. Financial Statements and Supplementary Data
The information required by this item is incorporated herein by
reference to the Company's 1996 Annual Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
None.
8
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning the directors of the Company is
incorporated herein by reference to pages 3 through 5 of the
definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on March 6, 1997. The required
information concerning compliance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, is incorporated
herein by reference to page 12 of the definitive Proxy Statement
for the Company's Annual Meeting of Shareholders to be held on
March 6, 1997, which will be filed within 120 days after the end
of the Company's fiscal year.
The executive officers of the Company, each of whom serves a one
year term and until his or her successor is elected and
qualified, are as follows:
[Download Table]
Executive
Name Age Position Officer Since
-------------------------------------------------------------
Howard Schultz 43 chairman of the
board and chief
executive officer 1985
Orin Smith 54 director, president
and chief operating
officer 1990
Howard Behar 52 director and president,
Starbucks International 1989
Scott Bedbury 39 senior vice president,
marketing 1995
Michael Casey 51 senior vice president
and chief financial
officer 1995
Vincent Eades 37 senior vice president,
specialty sales and
marketing 1995
Carol Eastin 55 senior vice president,
management information
systems 1993
Sharon E. Elliott 45 senior vice president,
human resources 1994
E. R. (Ted) Garcia 49 senior vice president,
supply chain operations 1995
Wanda Herndon 44 senior vice president,
communications and
public affairs 1996
Shelley B. Lanza 40 senior vice president,
law & corporate affairs
and general counsel 1995
David M. Olsen 50 senior vice president,
coffee 1991
John A. Rodgers 65 senior vice president,
new business development 1991
Arthur I. Rubinfeld 43 senior vice president,
store development 1992
Deidra Wager 41 senior vice president,
retail operations 1993
9
There are no family relationships between any directors or
executive officers of the Company.
Howard Schultz is the founder of the Company and has been
chairman of the Board and chief executive officer since its
inception in 1985. From 1985 to June 1994, Mr. Schultz was also
the Company's president. From September 1982 to December 1985,
Mr. Schultz was the director of retail operations and marketing
for Starbucks Coffee Company, a predecessor to the Company; and
from January 1986 to July 1987, he was the chairman of the
Board, chief executive officer, and president of Il Giornale
Coffee Company, a predecessor to the Company.
Orin Smith joined the Company in 1990 and has served as
president and chief operating officer of the Company since June
1994. Prior to June 1994, Mr. Smith served as the Company's
vice president and chief financial officer and later, as its
executive vice president and chief financial officer.
Howard Behar joined the Company in 1989 and has served as
president of Starbucks International since June 1994. From
February 1993 to June 1994, Mr. Behar served as the Company's
executive vice president, sales and operations. From February
1991 to February 1993, Mr. Behar served as senior vice
president, retail operations of the Company and from August 1989
to January 1991, he served as the Company's vice president,
retail stores.
Scott Bedbury joined Starbucks in June 1995 as senior vice
president, marketing. From November 1987 to October 1994, Mr.
Bedbury held the position of worldwide director of advertising
for Nike, Inc. Prior to joining Nike, Inc., Mr. Bedbury was
vice president for Cole and Weber Advertising in Seattle,
Washington, which is an affiliate of Ogilvy and Mather.
Michael Casey joined Starbucks in 1995 as senior vice president
and chief financial officer. Prior to joining Starbucks, Mr.
Casey served as executive vice president and chief financial
officer of Family Restaurants, Inc. from its inception in 1986.
During his tenure there, he also served as a director from 1986
to 1993, and as president of its El Torito Restaurants, Inc.
division from 1988 to 1993.
Vincent Eades joined Starbucks in April 1995 as senior vice
president, specialty sales and marketing. From February 1993 to
April 1995, Mr. Eades served as a regional sales manager for
Hallmark Cards, Inc. From August 1989 to February 1993, Mr.
Eades was general manager of the Christmas Celebrations business
unit at Hallmark Cards, Inc.
Carol Eastin joined Starbucks in 1991 and has served as the
Company's senior vice president, management information systems
since June 1993. From November 1991 to June 1993, Ms. Eastin
served as the vice president, management information systems of
the Company. From September 1986 to September 1990, she served
as the director of corporate systems for McDonald's (R)
Corporation.
Sharon E. Elliott joined Starbucks in 1994 as senior vice
president, human resources. From September 1993 to June 1994,
Ms. Elliott served as the corporate director, staffing and
development of Allied Signal Corporation. From July 1987 to
August 1993, she held several human resources management
positions with Bristol-Myers Squibb, including serving as the
director of human resources--corporate staff.
E. R. (Ted) Garcia joined Starbucks in April 1995 as senior vice
president, supply chain operations. From May 1993 to April
1995, Mr. Garcia was an executive for Gemini Consulting. From
January 1990 until May 1993, he was the vice president of
operations strategy for Grand Metropolitan PLC, Food Sector.
Wanda Herndon joined Starbucks in July 1995 as vice president,
communications and public affairs and was promoted to senior
vice president, communications and public affairs in November
1996. From February 1990 to June 1995, Ms. Herndon held several
communications management positions at DuPont. Prior to that
time, Ms. Herndon held several public affairs and marketing
communications positions for Dow Chemical Company.
10
Shelley B. Lanza joined Starbucks in June 1995 as senior vice
president and general counsel. From 1986 to 1995, Ms. Lanza
served as vice president and general counsel of Honda of America
Manufacturing, Inc. From 1982 to 1986, Ms. Lanza practiced law
at the law firm of Vorys, Sater, Seymour and Pease in Columbus,
Ohio.
David M. Olsen joined Starbucks in 1986 and has served as the
Company's senior vice president, coffee since September 1991.
From November 1987 to September 1991, Mr. Olsen served as its
vice president, coffee, and from February 1986 to November 1987,
he served as the Company's director of training.
John A. Rodgers joined Starbucks in 1989 and has served as
senior vice president, new business development since February
1993. From February 1991 to February 1993, he served as the
Company's senior vice president--special projects. Since
January 1982, Mr. Rodgers has also served as a general partner
of Western Franchise Development Corporation, an owner and
operator of several Red Robin Restaurants.
Arthur I. Rubinfeld joined the Company in 1992 as senior vice
president, real estate. From April 1986 to May 1992, Mr.
Rubinfeld served as a managing partner of Epsteen & Associates,
a commercial real estate company.
Deidra Wager joined Starbucks in 1992 and has served as the
Company's senior vice president, retail operations since August
1993. From September 1992 to August 1993, Ms. Wager served as
the Company's vice president, operation services. From March
1992 to September 1992, she was the Company's California
regional manager. From September 1988 to March 1992, Ms. Wager
held several operations positions with Taco Bell, Inc.,
including having served as its director of operations systems
development.
Item 11. Executive Compensation
The required information is incorporated by reference to pages 6
through 11 of the definitive Proxy Statement for the Company's
Annual Meeting of Shareholders to be held on March 6, 1997.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The required information is incorporated by reference to pages 2
through 3 of the definitive Proxy Statement for the Company's
Annual Meeting of Shareholders to be held on March 6, 1997.
Item 13. Certain Relationships and Related Transactions
The required information is incorporated by reference to page 12
of the definitive Proxy Statement for the Company's Annual
Meeting of Shareholders to be held on March 6, 1997.
11
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) The following documents are filed as a part of this
report on Form 10-K:
1. Financial Statements.
The Company's consolidated financial statements to be included
in Part II, Item 8, are incorporated herein by reference to the
Company's 1996 Annual Report to Shareholders, a copy of which
accompanies this report on Form 10-K.
2. Financial Statement Schedule.
The following financial statement schedule of Starbucks
Corporation for the fiscal years ended September 29, 1996,
October 1, 1995, and October 2, 1994 is filed as part of this
report on Form 10-K and should be read in conjunction with the
consolidated financial statements of the Company described in
Item 14(a)(1) above.
SCHEDULE PAGE
-------- ----
Schedule II Valuation and
Qualifying Accounts 17
Schedules other than the one listed above are omitted for the
reason that they are not required or are not applicable, or the
required information is shown in the financial statements or
notes thereto.
3. Exhibits.
The Exhibits listed below and on the accompanying Index to
Exhibits immediately following the financial statement schedule
are filed as part of, or incorporated by reference into, this
report.
EXHIBIT NO. DESCRIPTION
3.1 Restated Articles of Incorporation of Starbucks
Corporation (incorporated herein by reference to
Exhibit 3.1 to the Company's Form 10-Q for the
fiscal quarter ended March 31, 1996, filed with
the SEC on May 15, 1996)
3.1.1 Amendment dated November 22, 1995 to the Restated
Articles of Incorporation of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.1.1
to the Company's Form 10-Q for the fiscal quarter
ended March 31, 1996, filed with the SEC on May 15,
1996)
3.1.2 Amendment dated March 18, 1996 to the Restated
Articles of Incorporation of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.1.2
to the Company's Form 10-Q for the quarterly period
ended March 31, 1996, filed with the SEC on May 15,
1996)
3.2 Amended and Restated Bylaws of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.2 to
the Company's Form 10-Q for the fiscal quarter ended
March 31, 1996, filed with the SEC on May 15, 1996)
12
4.1 Indenture, dated as of October 24, 1995, between
Starbucks Corporation and First Interstate Bank of
Washington, N.A., as Trustee (incorporated herein by
reference to Exhibit 4.3 to the Company's Form 10-K
for the Fiscal Year ended October 1, 1995, filed with
the SEC on December 28, 1995)
4.2 Form of Debenture relating to the Indenture described
in Exhibit 4.3 (included in Exhibit 4.3)
(incorporated herein by reference to Exhibit 4.4 to
the Company's Form 10-K for the Fiscal Year ended
October 1, 1995, filed with the SEC on December 28,
1995)
10.1 Starbucks Corporation Key Employee Stock Option Plan-
-1994 (incorporated herein by reference to Appendix
A to the Company's 1994 Proxy Statement filed with
the SEC on December 23, 1994)*
10.1.1 Starbucks Corporation Key Employee Stock Option
Plan--1994, as amended*
10.2 Starbucks Corporation 1989 Stock Option Plan for
Non-Employee Directors, as amended (incorporated
herein by reference to Appendix B to the Company's
1994 Proxy Statement filed with the SEC on December
23, 1994)*
10.2.1 Starbucks Corporation 1989 Stock Option Plan for
Non-Employee Directors, as amended*
10.3 Starbucks Corporation 1991 Company-Wide Stock
Option Plan, as amended (incorporated herein by
reference to the Company's Registration Statement
No. 33-52528 on Form S-8, filed with the SEC on
September 28, 1992)*
10.3.1 Starbucks Corporation 1991 Company-Wide Stock
Option Plan, as amended*
10.4 Starbucks Corporation Employee Stock Purchase
Plan -- 1995 (incorporated herein by reference to
Appendix C to the Company's 1994 Proxy Statement
filed with the SEC on December 23, 1994)*
10.5 Industrial Lease, dated March 31, 1989, between
Starbucks Corporation, David A. Sabey and Sandra L.
Sabey (incorporated herein by reference to Exhibit
10.4 to the Company's Registration Statement No.
33-47951 on Form S-1, filed with the SEC on May 15,
1992)
10.6 Office Lease, dated as of July 15, 1993, between
First and Utah Street Associates, L.P. and Starbucks
Corporation (incorporated herein by reference to
Exhibit 10.17 to the Company's Form 10-K for the
Fiscal Year ended October 3, 1993, filed with the
SEC on December 30, 1993)
10.7 Development Agreement, dated as of February 11,
1994, between Starbucks Corporation and Host
International, Inc. (incorporated herein by
reference to Exhibit 10.18 to the Company's Form
10-K for the Fiscal Year ended October 2, 1994,
filed with the SEC on December 23, 1994)
10.8 Special Warranty Deed, dated March 7, 1994, between
Kent North Corporate Park, as grantor and Starbucks
Corporation, as grantee (incorporated herein by
reference to Exhibit 10.14 to the Company's Form
10-K for the Fiscal Year ended October 2, 1994,
filed with the SEC on December 23, 1994)
13
10.9 Agreement and Plan of Merger, dated as of April 30,
1994, among Starbucks Corporation, TCC Acquisition
Corp., and The Coffee Connection, Inc. (incorporated
herein by reference to Exhibit 2 to the Company's
Form 10-Q for the Quarterly Period ended April 3,
1994, filed with the SEC on May 26, 1994)
10.10 Joint Venture and Partnership Agreement, dated
August 10, 1994, between Pepsi-Cola Company, a
division of PepsiCo, Inc., and Starbucks New
Venture Company (incorporated herein by reference
to Exhibit 10 to the Company's Form 10-Q for the
Quarterly Period ended July 3, 1994, filed with the
SEC on August 16, 1994)
10.11 Lease, dated August 22, 1994, between York County
Industrial Development Corporation and Starbucks
Corporation (incorporated herein by reference to
Exhibit 10 to the Company's Form 10-Q for the
Quarterly Period Ended July 2, 1995, filed with the
SEC on August 15, 1995)
10.12 Credit Agreement, dated October 24, 1994, between
Starbucks Corporation and Seattle-First National
Bank (incorporated herein by reference to Exhibit
10.1 to the Company's Registration Statement No.
33-85172 on Form S-3, filed with the SEC on October
14, 1994)
10.13 Second Amendment to Office Lease, dated as of
January 1, 1995, between First & Utah Street
Associates, L.P. and Starbucks Corporation
(incorporated herein by reference to the Company's
Registration Statement No. 33-93974 on Form S-3,
filed with the SEC on June 27, 1995)
10.14 Starbucks Corporation Amended and Restated
Consulting/Employment Agreement with Jeffrey H.
Brotman, dated as of January 14, 1995 (incorporated
herein by reference to Exhibit 10.14 to the
Company's Form 10-K for the Fiscal Year ended
October 1, 1995, filed with the SEC on December 28,
1995)
10.15 Series B Preferred Stock Purchase Agreement dated
March 31, 1995, among Starbucks Corporation, Noah's
New York Bagels, Inc. and certain shareholders of
Noah's New York Bagels, Inc. (incorporated herein
by reference to the Company's Registration Statement
No. 33-91780 on Form S-3, filed with the SEC on
April 28, 1995)
10.16 Amended and Restated Investor Rights Agreement
dated March 31, 1995, among Starbucks Corporation,
Noah's New York Bagels, Inc. and certain shareholders
of Noah's New York Bagels, Inc. (incorporated
herein by reference to the Company's Registration
Statement No. 33-91780 on Form S-3, filed with the
SEC on April 28, 1995)
10.17 Amended and Restated Voting Rights Agreement dated
March 31, 1995, among Starbucks Corporation, Noah's
New York Bagels, Inc. and certain shareholders of
Noah's New York Bagels, Inc. (incorporated herein
by reference to the Company's Registration Statement
No. 33-91780 on Form S-3, filed on April 28, 1995)
10.18 Protective Covenants Agreement dated March 31, 1995,
among Starbucks Corporation, Noah's New York Bagels,
Inc. and certain shareholders of Noah's New York
Bagels, Inc. (incorporated herein by reference to
the Company's Registration Statement No. 33-91780 on
Form S-3, filed with the SEC on April 28, 1995)
14
10.19 Third Amendment to Office Lease, dated as of
September 30, 1995, between First and Utah Street
Associates, L.P. and Starbucks Corporation
(incorporated herein by reference to Exhibit 10.19
to the Company's Form 10-K for the Fiscal Year
ended October 1, 1995, filed with the SEC on
December 28, 1995)
10.20 Amendment to Credit Agreement and Note, dated
October 23, 1995 between Starbucks Corporation and
Seattle-First National Bank (incorporated herein
by reference to Exhibit 10.20 to the Company's
Form 10-K for the Fiscal Year ended October 1,
1995, filed with the SEC on December 28, 1995)
10.21 Merger Agreement among Noah's New York Bagels, Inc.
Shareholders and Certain Optionholders of Noah's
New York Bagels, Inc., Einstein Brothers Bagels,
Inc. and NNYB Acquisition Corporation, dated
January 22, 1996 (incorporated herein by reference
to Exhibit 10.21 to the Company's Form 10-Q for
the Quarterly Period Ended March 31, 1996, filed
with the SEC on May 15, 1996)
10.22 Amendment dated February 1, 1996, to Merger
Agreement among Noah's New York Bagels, Inc.,
Shareholders and Certain Optionholders of Noah's
New York Bagels, Inc., Einstein Brothers Bagels,
Inc. and NNYB Acquisition Corporation dated
January 22, 1996 (incorporated herein by reference
to Exhibit 10.22 to the Company's Form 10-Q for
the Quarterly Period Ended March 31, 1996, filed
with the SEC on May 15, 1996)
10.23 Master Licensing Agreement between the Company and
ARAMARK Food and Services Group, Inc. dated as of
January 30, 1996, as amended and restated May 7,
1996 (incorporated herein by reference to Exhibit
10.23 to the Company's Form 10-Q for the Quarterly
Period Ended March 31, 1996, filed with the SEC on
May 15, 1996)
11 Computation of Per Share Earnings
12 Ratio of Earnings to Fixed Charges
13 1996 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23 Independent Auditors' Consent
27 Financial Data Schedule
-------------
* Management contract or compensatory plan or arrangement.
(b) REPORTS ON FORM 8-K No reports on Form 8-K were filed
by the Company during the fiscal quarter ended September 29,
1996.
15
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 of the Board of Directors
and chief executive officer
December 24, 1996
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 and on
the dates indicated.
[Download Table]
Signature Title
Date
----------------------------------------------------------------
/s/ Howard Schultz chairman of the Board
------------------ of Directors and chief
Howard Schultz executive officer December 24, 1996
/s/ Orin C. Smith director, president and
----------------- chief operating
Orin C. Smith officer December 13, 1996
/s/ Howard Behar director, president
---------------- of Starbucks International December 24, 1996
Howard Behar
/s/ M. Michael Casey senior vice president
-------------------- and chief financial officer
M. Michael Casey (principal financial officer
and principal accounting
officer) December 24, 1996
/s/ Jeffrey H. Brotman Director December 13, 1996
----------------------
Jeffrey H. Brotman
/s/ Craig J. Foley Director December 24, 1996
------------------
Craig J. Foley
/s/ Arlen I. Prentice Director December 24, 1996
---------------------
Arlen I. Prentice
/s/ James G. Shennan, Jr. Director December 24, 1996
-------------------------
James G. Shennan, Jr.
16
/s/ Adrian D.P. Bellamy Director December 15, 1996
-----------------------
Adrian D.P. Bellamy
/s/ Barbara Bass Director December 12, 1996
----------------
Barbara Bass
17
[Download Table]
STARBUCKS CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Beginning Balance at End
Description of Year of Year
-------------------------------------------------------------
Allowance for Doubtful Accounts
-------------------------------
Fiscal Year Ended
September 29, 1996 $ 242,000 $ 116,000
Fiscal Year Ended
October 1, 1995 $ 126,000 $ 242,000
Fiscal Year Ended
October 2, 1994 $ 71,000 $ 126,000
[Download Table]
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
PAGE NO.
----------------------------------------------------------------
3.1 Restated Articles of Incorporation of Starbucks
Corporation (incorporated herein by reference to
Exhibit 3.1 to the Company's Form 10-Q for the
fiscal quarter ended March 31, 1996, filed with
the SEC on May 15, 1996)
3.1.1 Amendment dated November 22, 1995 to the Restated
Articles of Incorporation of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.1.1
to the Company's Form 10-Q for the fiscal quarter
ended March 31, 1996, filed with the SEC on May 15,
1996)
3.1.2 Amendment dated March 18, 1996 to the Restated
Articles of Incorporation of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.1.2
to the Company's Form 10-Q for the quarterly period
ended March 31, 1996, filed with the SEC on May 15,
1996)
3.2 Amended and Restated Bylaws of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.2 to
the Company's Form 10-Q for the fiscal quarter ended
March 31, 1996, filed with the SEC on May 15, 1996)
4.1 Indenture, dated as of October 24, 1995, between
Starbucks Corporation and First Interstate Bank of
Washington, N.A., as Trustee (incorporated herein by
reference to Exhibit 4.3 to the Company's Form 10-K
for the Fiscal Year ended October 1, 1995, filed with
the SEC on December 28, 1995)
4.2 Form of Debenture relating to the Indenture described
in Exhibit 4.3 (included in Exhibit 4.3)
(incorporated herein by reference to Exhibit 4.4 to
the Company's Form 10-K for the Fiscal Year ended
October 1, 1995, filed with the SEC on December 28,
1995)
10.1 Starbucks Corporation Key Employee Stock Option Plan-
-1994 (incorporated herein by reference to Appendix
A to the Company's 1994 Proxy Statement filed with
the SEC on December 23, 1994)*
10.1.1 Starbucks Corporation Key Employee Stock Option
Plan--1994, as amended*
10.2 Starbucks Corporation 1989 Stock Option Plan for
Non-Employee Directors, as amended (incorporated
herein by reference to Appendix B to the Company's
1994 Proxy Statement filed with the SEC on December
23, 1994)*
10.2.1 Starbucks Corporation 1989 Stock Option Plan for
Non-Employee Directors, as amended*
10.3 Starbucks Corporation 1991 Company-Wide Stock
Option Plan, as amended (incorporated herein by
reference to the Company's Registration Statement
No. 33-52528 on Form S-8, filed with the SEC on
September 28, 1992)*
10.3.1 Starbucks Corporation 1991 Company-Wide Stock
Option Plan, as amended*
10.4 Starbucks Corporation Employee Stock Purchase
Plan -- 1995 (incorporated herein by reference to
Appendix C to the Company's 1994 Proxy Statement
filed with the SEC on December 23, 1994)*
10.5 Industrial Lease, dated March 31, 1989, between
Starbucks Corporation, David A. Sabey and Sandra L.
Sabey (incorporated herein by reference to Exhibit
10.4 to the Company's Registration Statement No.
33-47951 on Form S-1, filed with the SEC on May 15,
1992)
10.6 Office Lease, dated as of July 15, 1993, between
First and Utah Street Associates, L.P. and Starbucks
Corporation (incorporated herein by reference to
Exhibit 10.17 to the Company's Form 10-K for the
Fiscal Year ended October 3, 1993, filed with the
SEC on December 30, 1993)
10.7 Development Agreement, dated as of February 11,
1994, between Starbucks Corporation and Host
International, Inc. (incorporated herein by
reference to Exhibit 10.18 to the Company's Form
10-K for the Fiscal Year ended October 2, 1994,
filed with the SEC on December 23, 1994)
10.8 Special Warranty Deed, dated March 7, 1994, between
Kent North Corporate Park, as grantor and Starbucks
Corporation, as grantee (incorporated herein by
reference to Exhibit 10.14 to the Company's Form
10-K for the Fiscal Year ended October 2, 1994,
filed with the SEC on December 23, 1994)
10.9 Agreement and Plan of Merger, dated as of April 30,
1994, among Starbucks Corporation, TCC Acquisition
Corp., and The Coffee Connection, Inc. (incorporated
herein by reference to Exhibit 2 to the Company's
Form 10-Q for the Quarterly Period ended April 3,
1994, filed with the SEC on May 26, 1994)
10.10 Joint Venture and Partnership Agreement, dated
August 10, 1994, between Pepsi-Cola Company, a
division of PepsiCo, Inc., and Starbucks New
Venture Company (incorporated herein by reference
to Exhibit 10 to the Company's Form 10-Q for the
Quarterly Period ended July 3, 1994, filed with the
SEC on August 16, 1994)
10.11 Lease, dated August 22, 1994, between York County
Industrial Development Corporation and Starbucks
Corporation (incorporated herein by reference to
Exhibit 10 to the Company's Form 10-Q for the
Quarterly Period Ended July 2, 1995, filed with the
SEC on August 15, 1995)
10.12 Credit Agreement, dated October 24, 1994, between
Starbucks Corporation and Seattle-First National
Bank (incorporated herein by reference to Exhibit
10.1 to the Company's Registration Statement No.
33-85172 on Form S-3, filed with the SEC on October
14, 1994)
10.13 Second Amendment to Office Lease, dated as of
January 1, 1995, between First & Utah Street
Associates, L.P. and Starbucks Corporation
(incorporated herein by reference to the Company's
Registration Statement No. 33-93974 on Form S-3,
filed with the SEC on June 27, 1995)
10.14 Starbucks Corporation Amended and Restated
Consulting/Employment Agreement with Jeffrey H.
Brotman, dated as of January 14, 1995 (incorporated
herein by reference to Exhibit 10.14 to the
Company's Form 10-K for the Fiscal Year ended
October 1, 1995, filed with the SEC on December 28,
1995)
10.15 Series B Preferred Stock Purchase Agreement dated
March 31, 1995, among Starbucks Corporation, Noah's
New York Bagels, Inc. and certain shareholders of
Noah's New York Bagels, Inc. (incorporated herein
by reference to the Company's Registration Statement
No. 33-91780 on Form S-3, filed with the SEC on
April 28, 1995)
10.16 Amended and Restated Investor Rights Agreement
dated March 31, 1995, among Starbucks Corporation,
Noah's New York Bagels, Inc. and certain shareholders
of Noah's New York Bagels, Inc. (incorporated
herein by reference to the Company's Registration
Statement No. 33-91780 on Form S-3, filed with the
SEC on April 28, 1995)
10.17 Amended and Restated Voting Rights Agreement dated
March 31, 1995, among Starbucks Corporation, Noah's
New York Bagels, Inc. and certain shareholders of
Noah's New York Bagels, Inc. (incorporated herein
by reference to the Company's Registration Statement
No. 33-91780 on Form S-3, filed on April 28, 1995)
10.18 Protective Covenants Agreement dated March 31, 1995,
among Starbucks Corporation, Noah's New York Bagels,
Inc. and certain shareholders of Noah's New York
Bagels, Inc. (incorporated herein by reference to
the Company's Registration Statement No. 33-91780 on
Form S-3, filed with the SEC on April 28, 1995)
10.19 Third Amendment to Office Lease, dated as of
September 30, 1995, between First and Utah Street
Associates, L.P. and Starbucks Corporation
(incorporated herein by reference to Exhibit 10.19
to the Company's Form 10-K for the Fiscal Year
ended October 1, 1995, filed with the SEC on
December 28, 1995)
10.20 Amendment to Credit Agreement and Note, dated
October 23, 1995 between Starbucks Corporation and
Seattle-First National Bank (incorporated herein
by reference to Exhibit 10.20 to the Company's
Form 10-K for the Fiscal Year ended October 1,
1995, filed with the SEC on December 28, 1995)
10.21 Merger Agreement among Noah's New York Bagels, Inc.
Shareholders and Certain Optionholders of Noah's
New York Bagels, Inc., Einstein Brothers Bagels,
Inc. and NNYB Acquisition Corporation, dated
January 22, 1996 (incorporated herein by reference
to Exhibit 10.21 to the Company's Form 10-Q for
the Quarterly Period Ended March 31, 1996, filed
with the SEC on May 15, 1996)
10.22 Amendment dated February 1, 1996, to Merger
Agreement among Noah's New York Bagels, Inc.,
Shareholders and Certain Optionholders of Noah's
New York Bagels, Inc., Einstein Brothers Bagels,
Inc. and NNYB Acquisition Corporation dated
January 22, 1996 (incorporated herein by reference
to Exhibit 10.22 to the Company's Form 10-Q for
the Quarterly Period Ended March 31, 1996, filed
with the SEC on May 15, 1996)
10.23 Master Licensing Agreement between the Company and
ARAMARK Food and Services Group, Inc. dated as of
January 30, 1996, as amended and restated May 7,
1996 (incorporated herein by reference to Exhibit
10.23 to the Company's Form 10-Q for the Quarterly
Period Ended March 31, 1996, filed with the SEC on
May 15, 1996)
11 Computation of Per Share Earnings
12 Ratio of Earnings to Fixed Charges
13 1996 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23 Independent Auditors' Consent
27 Financial Data Schedule
-------------
* Management contract or compensatory plan or arrangement.
Dates Referenced Herein and Documents Incorporated by Reference
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