Fiscal 2016 Annual Report

Fiscal 2016 Annual Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the Fiscal Year Ended October 2, 2016

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from

to

.

Commission File Number: 0-20322

Starbucks Corporation

(Exact Name of Registrant as Specified in its Charter)

Washington

91-1325671

(State of Incorporation)

(IRS Employer ID)

2401 Utah Avenue South, Seattle, Washington 98134 (206) 447-1575

(Address of principal executive offices, zip code, telephone number) Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value per share

Nasdaq Global Select Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (? 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation of S-K (? 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Non-accelerated filer (Do not check if a smaller reporting company)

Accelerated filer Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes

No

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant's

most recently completed second fiscal quarter, based upon the closing sale price of the registrant's common stock on March 27, 2016

as reported on the NASDAQ Global Select Market was $83 billion. As of November 11, 2016, there were 1,455.4 million shares of the

registrant's Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the registrant's Annual Meeting of Shareholders to be held on March 22, 2017 have been incorporated by reference into Part III of this Annual Report on Form 10-K.

STARBUCKS CORPORATION Form 10-K

For the Fiscal Year Ended October 2, 2016 TABLE OF CONTENTS

PART I

Item 1 Business

2

Item 1A Risk Factors

10

Item 1B Unresolved Staff Comments

16

Item 2 Properties

16

Item 3 Legal Proceedings

16

Item 4 Mine Safety Disclosures

16

PART II

Item 5 Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of

Equity Securities

17

Item 6 Selected Financial Data

19

Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations

22

Item 7A Quantitative and Qualitative Disclosures About Market Risk

44

Item 8 Financial Statements and Supplementary Data

45

Index For Notes to Consolidated Financial Statements

50

Report of Independent Registered Public Accounting Firm

86

Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

87

Item 9A Controls and Procedures

87

Item 9B Other Information

89

PART III

Item 10 Directors, Executive Officers and Corporate Governance

90

Item 11 Executive Compensation

90

Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

90

Item 13 Certain Relationships and Related Transactions, and Director Independence

90

Item 14 Principal Accounting Fees and Services

90

PART IV

Item 15 Exhibits, Financial Statement Schedules

91

SIGNATURES

92

INDEX TO EXHIBITS

94

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "seeks" or words of similar meaning, or future or conditional verbs, such as "will," "should," "could," "may," "aims," "intends," or "projects." A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. These forward-looking statements are all based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations". Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Annual Report on Form 10-K and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Starbucks Corporation

2016 Form 10-K 1

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