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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended April 3, 2022
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: 000-20322
Starbucks Corporation
(Exact Name of Registrant as Specified in its Charter)
sbux-20220403_g1.jpg
Washington91-1325671
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer
Identification No.)
2401 Utah Avenue South, Seattle, Washington 98134
(Address of principal executive offices)
(206) 447-1575
(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
TitleTrading SymbolName of each exchange on which registered
Common Stock, par value $0.001 per shareSBUXNasdaq Global Select Market
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 whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer¨Non-accelerated filer¨Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes    ☐  No  x 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Shares Outstanding as of April 27, 2022
1,146.9 million


Table of Contents
STARBUCKS CORPORATION
FORM 10-Q
For the Quarterly Period Ended April 3, 2022
Table of Contents
 
  
PART I. FINANCIAL INFORMATION
Item 1
Item 2
Item 3
Item 4
PART II. OTHER INFORMATION
Item 1
Item 1A
Item 2
Item 3
Item 4
Item 5
Item 6

 


Table of Contents
PART I — FINANCIAL INFORMATION
Item 1.Financial Statements
STARBUCKS CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions, except per share data)
(unaudited)
 Quarter EndedTwo Quarters Ended
Apr 3,
2022
Mar 28,
2021
Apr 3,
2022
Mar 28,
2021
Net revenues:
Company-operated stores$6,276.7 $5,653.1 $12,999.1 $11,379.6 
Licensed stores849.5 595.0 1,700.3 1,208.8 
Other509.4 419.9 986.6 829.1 
Total net revenues7,635.6 6,668.0 15,686.0 13,417.5 
Product and distribution costs2,465.8 1,992.4 4,992.7 4,041.5 
Store operating expenses3,314.7 2,823.3 6,714.6 5,690.7 
Other operating expenses101.7 87.7 203.4 179.5 
Depreciation and amortization expenses367.7 366.7 733.8 732.6 
General and administrative expenses481.5 464.4 1,007.3 936.5 
Restructuring and impairments4.4 23.0 (3.1)95.2 
Total operating expenses6,735.8 5,757.5 13,648.7 11,676.0 
Income from equity investees49.1 77.1 89.4 159.7 
Operating income948.9 987.6 2,126.7 1,901.2 
Interest income and other, net46.3 17.3 46.2 32.7 
Interest expense(119.1)(115.0)(234.4)(235.8)
Earnings before income taxes876.1 889.9 1,938.5 1,698.1 
Income tax expense201.1 230.5 447.4 416.5 
Net earnings including noncontrolling interests675.0 659.4 1,491.1 1,281.6 
Net earnings attributable to noncontrolling interests0.5 — 0.7 — 
Net earnings attributable to Starbucks$674.5 $659.4 $1,490.4 $1,281.6 
Earnings per share - basic$0.59 $0.56 $1.29 $1.09 
Earnings per share - diluted$0.58 $0.56 $1.28 $1.08 
Weighted average shares outstanding:
Basic1,149.2 1,177.5 1,159.4 1,176.3 
Diluted1,153.9 1,184.8 1,165.2 1,183.9 

See Notes to Consolidated Financial Statements.
3

Table of Contents
STARBUCKS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions, unaudited)
Quarter EndedTwo Quarters Ended
Apr 3,
2022
Mar 28,
2021
Apr 3,
2022
Mar 28,
2021
Net earnings including noncontrolling interests$675.0 $659.4 $1,491.1 $1,281.6 
Other comprehensive income/(loss), net of tax:
Unrealized holding gains/(losses) on available-for-sale debt securities(10.5)(2.5)(13.9)(3.0)
Tax (expense)/benefit2.6 0.5 3.4 0.6 
Unrealized gains/(losses) on cash flow hedging instruments67.1 97.2 155.8 104.9 
Tax (expense)/benefit(14.2)(23.9)(26.0)(26.8)
Unrealized gains/(losses) on net investment hedging instruments38.1 47.7 79.6 17.5 
Tax (expense)/benefit(9.6)(12.1)(20.1)(4.5)
Translation adjustment and other(38.5)(83.4)(24.3)155.3 
Tax (expense)/benefit— 2.2 — 2.2 
Reclassification adjustment for net (gains)/losses realized in net earnings for available-for-sale debt securities, hedging instruments, and translation adjustment(34.2)(7.9)(50.3)(11.5)
Tax expense/(benefit)6.0 1.8 8.9 3.6 
Other comprehensive income6.8 19.6 113.1 238.3 
Comprehensive income including noncontrolling interests681.8 679.0 1,604.2 1,519.9 
Comprehensive income attributable to noncontrolling interests0.5 — 0.7 — 
Comprehensive income attributable to Starbucks$681.3 $679.0 $1,603.5 $1,519.9 

See Notes to Consolidated Financial Statements.
4

Table of Contents
STARBUCKS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
(unaudited)
Apr 3,
2022
Oct 3,
2021
ASSETS
Current assets:
Cash and cash equivalents$3,913.4 $6,455.7 
Short-term investments82.1 162.2 
Accounts receivable, net1,001.9 940.0 
Inventories1,920.0 1,603.9 
Prepaid expenses and other current assets623.7 594.6 
Total current assets7,541.1 9,756.4 
Long-term investments285.6 281.7 
Equity investments270.8 268.5 
Property, plant and equipment, net6,460.8 6,369.5 
Operating lease, right-of-use asset 8,170.2 8,236.0 
Deferred income taxes, net1,809.4 1,874.8 
Other long-term assets582.8 578.5 
Other intangible assets254.7 349.9 
Goodwill3,646.1 3,677.3 
TOTAL ASSETS$29,021.5 $31,392.6 
LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)
Current liabilities:
Accounts payable$1,329.5 $1,211.6 
Accrued liabilities2,092.4 2,321.2 
Accrued payroll and benefits 665.9 772.3 
Current portion of operating lease liability1,236.3 1,251.3 
Stored value card liability and current portion of deferred revenue1,781.6 1,596.1 
Current portion of long-term debt1,998.6 998.9 
Total current liabilities9,104.3 8,151.4 
Long-term debt14,014.4 13,616.9 
Operating lease liability7,668.5 7,738.0 
Deferred revenue 6,381.9 6,463.0 
Other long-term liabilities 613.6 737.8 
Total liabilities37,782.7 36,707.1 
Shareholders' deficit:
Common stock ($0.001 par value) — authorized, 2,400.0 shares; issued and outstanding, 1,146.9 and 1,180.0 shares, respectively
1.1 1.2 
Additional paid-in capital41.1 846.1 
Retained deficit(9,070.5)(6,315.7)
Accumulated other comprehensive income260.3 147.2 
Total shareholders’ deficit(8,768.0)(5,321.2)
Noncontrolling interests6.8 6.7 
Total deficit(8,761.2)(5,314.5)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT)$29,021.5 $31,392.6 


See Notes to Consolidated Financial Statements.
5

Table of Contents
STARBUCKS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)
 Two Quarters Ended
Apr 3,
2022
Mar 28,
2021
OPERATING ACTIVITIES:
Net earnings including noncontrolling interests$1,491.1 $1,281.6 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization777.7 772.9 
Deferred income taxes, net28.4 (25.2)
Income earned from equity method investees(118.7)(131.3)
Distributions received from equity method investees100.8 130.2 
Stock-based compensation149.2 175.3 
Non-cash lease costs670.7 617.9 
Loss on retirement and impairment of assets77.3 175.4 
Other(17.9)(15.4)
Cash provided by/(used in) changes in operating assets and liabilities:
Accounts receivable(62.1)12.8 
Inventories(324.9)51.3 
Prepaid expenses and other current assets(120.7)139.7 
Accounts payable133.0 21.3 
Deferred revenue110.2 89.8 
Operating lease liability(766.3)(676.3)
Other operating assets and liabilities(95.0)99.5 
Net cash provided by operating activities2,032.8 2,719.5 
INVESTING ACTIVITIES:
Purchases of investments(67.5)(321.7)
Sales of investments72.6 121.7 
Maturities and calls of investments55.7 289.0 
Additions to property, plant and equipment(871.9)(647.9)
Other(69.8)(20.1)
Net cash used in investing activities(880.9)(579.0)
FINANCING ACTIVITIES:
Net proceeds/(payments) from issuance of commercial paper— (296.5)
Net proceeds from issuance of short-term debt17.4 203.3 
Repayments of short-term debt(12.6)(320.5)
Proceeds from issuance of long-term debt1,498.1 — 
Repayments of long-term debt— (1,250.0)
Proceeds from issuance of common stock56.3 134.4 
Cash dividends paid(1,139.2)(1,058.0)
Repurchase of common stock(3,997.5)— 
Minimum tax withholdings on share-based awards(122.1)(90.1)
Other(9.2)— 
Net cash used in financing activities(3,708.8)(2,677.4)
Effect of exchange rate changes on cash and cash equivalents14.6 66.7 
Net increase/(decrease) in cash and cash equivalents(2,542.3)(470.2)
CASH AND CASH EQUIVALENTS:
Beginning of period6,455.7 4,350.9 
End of period$3,913.4 $3,880.7 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest, net of capitalized interest$236.0 $250.8 
Income taxes$783.2 $236.2 
See Notes to Consolidated Financial Statements.
6

Table of Contents
STARBUCKS CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
For the Quarters Ended April 3, 2022 and March 28, 2021
(in millions, except per share data, unaudited)
Common StockAdditional Paid-in CapitalRetained
Earnings/(Deficit)
Accumulated
Other
Comprehensive
Income/(Loss)
Shareholders’
Equity/(Deficit)
Noncontrolling
Interests
Total
 SharesAmount
Balance, January 2, 2022
1,151.6$1.2 $41.1 $(8,753.0)$253.5 $(8,457.2)$6.9 $(8,450.3)
Net earnings— — 674.5 — 674.5 0.5 675.0 
Other comprehensive income— — — 6.8 6.8 — 6.8 
Stock-based compensation expense— 54.4 — — 54.4 — 54.4 
Exercise of stock options/vesting of RSUs0.4(0.1)(4.4)— — (4.5)— (4.5)
Sale of common stock0.1— 11.0 — — 11.0 — 11.0 
Repurchase of common stock(5.2)— (61.0)(431.1)— (492.1)— (492.1)
Cash dividends declared, $0.49 per share
— — (560.9)— (560.9)— (560.9)
Net distributions to noncontrolling interests— — — — — (0.6)(0.6)
Balance, April 3, 2022
1,146.9$1.1 $41.1 $(9,070.5)$260.3 $(8,768.0)$6.8 $(8,761.2)
Balance, December 27, 2020
1,177.2$1.2 $488.6 $(8,253.6)$(145.9)$(7,909.7)$5.7 $(7,904.0)
Net earnings— — 659.4 — 659.4 — 659.4 
Other comprehensive income— — — 19.6 19.6 — 19.6 
Stock-based compensation expense— 76.7 — — 76.7 — 76.7 
Exercise of stock options/vesting of RSUs0.6— 20.0 — — 20.0 — 20.0 
Sale of common stock0.1— 10.1 — — 10.1 — 10.1 
Cash dividends declared, $0.45 per share
— — (530.1)— (530.1)— (530.1)
Balance, March 28, 2021
1,177.9$1.2 $595.4 $(8,124.3)$(126.3)$(7,654.0)$5.7 $(7,648.3)

See Notes to Consolidated Financial Statements.





7

Table of Contents
STARBUCKS CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
For the Two Quarters Ended April 03, 2022 and March 28, 2021
(in millions, except per share data, unaudited)
Common StockAdditional Paid-in CapitalRetained
Earnings/(Deficit)
Accumulated
Other
Comprehensive
Income/(Loss)
Shareholders’
Equity/(Deficit)
Noncontrolling
Interests
Total
 SharesAmount
Balance, October 3, 2021
1,180.0$1.2 $846.1 $(6,315.7)$147.2 $(5,321.2)$6.7 $(5,314.5)
Net earnings— — 1,490.4 — 1,490.4 0.7 1,491.1 
Other comprehensive income/(loss)— — — 113.1 113.1 — 113.1 
Stock-based compensation expense— 151.5 — — 151.5 — 151.5 
Exercise of stock options/vesting of RSUs3.0(0.1)(88.5)— — (88.6)— (88.6)
Sale of common stock0.2— 22.8 — — 22.8 — 22.8 
Repurchase of common stock(36.3)— (890.8)(3,122.2)— (4,013.0)— (4,013.0)
Cash dividends declared, $0.98 per share
— — (1,123.0)— (1,123.0)— (1,123.0)
Net distributions to noncontrolling interests— — — — — (0.6)(0.6)
Balance, April 3, 2022
1,146.9$1.1 $41.1 $(9,070.5)$260.3 $(8,768.0)$6.8 $(8,761.2)
Balance, September 27, 2020
1,173.3$1.2 $373.9 $(7,815.6)$(364.6)$(7,805.1)$5.7 $(7,799.4)
Cumulative effect of adoption of new accounting guidance— — (2.2)— (2.2)— (2.2)
Net earnings— — 1,281.6 — 1,281.6 — 1,281.6 
Other comprehensive income/(loss)— — 238.3 238.3 — 238.3 
Stock-based compensation expense— 177.2 — — 177.2 — 177.2 
Exercise of stock options/vesting of RSUs4.4— 24.0 — — 24.0 — 24.0 
Sale of common stock0.2— 20.3 — — 20.3 — 20.3 
Cash dividends declared, $1.35 per share
— — (1,588.1)— (1,588.1)— (1,588.1)
Balance, March 28, 2021
1,177.9$1.2 $595.4 $(8,124.3)$(126.3)$(7,654.0)$5.7 $(7,648.3)

See Notes to Consolidated Financial Statements.


8

Table of Contents
STARBUCKS CORPORATION
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Note 14

9

Table of Contents
STARBUCKS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1: Summary of Significant Accounting Policies and Estimates
Financial Statement Preparation
The unaudited consolidated financial statements as of April 3, 2022, and for the quarter and two quarters ended April 3, 2022 and March 28, 2021, have been prepared by Starbucks Corporation under the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the financial information for the quarter and two quarters ended April 3, 2022 and March 28, 2021 reflects all adjustments and accruals, which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. In this Quarterly Report on Form 10-Q (“10-Q”), Starbucks Corporation is referred to as “Starbucks,” the “Company,” “we,” “us” or “our.”
Segment information is prepared on the same basis that our management reviews financial information for operational decision-making purposes. In the fourth quarter of fiscal 2021, certain changes were made to our management team, and our operating segment reporting structure was realigned as a result. We realigned our fully licensed Latin America and Caribbean markets from our Americas operating segment to our International operating segment. We renamed the Americas operating segment to the North America operating segment, since it is comprised of our company-operated and licensed stores in the U.S. and Canada. We also made certain other immaterial changes between our International operating segment and Corporate and Other. Certain prior period information for our North America and International operating segments and our Corporate and Other reportable segment has been reclassified to conform to the current year presentation. There was no impact on consolidated net revenues, total operating expenses, operating income or net earnings per share as a result of these changes.
Certain prior period information on the consolidated balance sheets and consolidated statements of cash flows have been reclassified to conform to the current presentation.
The financial information as of October 3, 2021 is derived from our audited consolidated financial statements and notes for the fiscal year ended October 3, 2021 (“fiscal 2021”) included in Item 8 in the Fiscal 2021 Annual Report on Form 10-K (“10-K”). The information included in this 10-Q should be read in conjunction with the footnotes and management’s discussion and analysis of the consolidated financial statements in the 10-K.
The results of operations for the quarter and two quarters ended April 3, 2022 are not necessarily indicative of the results of operations that may be achieved for the entire fiscal year ending October 2, 2022 (“fiscal 2022”). Our fiscal year ends on the Sunday closest to September 30. Our fiscal 2022 year includes 52 weeks while our fiscal 2021 year included 53 weeks, with the 53rd week falling in the fourth quarter of fiscal 2021.
The novel coronavirus, known as the global COVID-19 pandemic, was first identified in December 2019 before spreading to markets where we have company-operated or licensed stores. We have since established the necessary protocols to operate safely, and our businesses demonstrated powerful momentum beyond recovery from the COVID-19 pandemic. Certain markets, primarily China, continue to experience pandemic-related restrictions impacting sales as they battle COVID-19 resurgences and navigate through prolonged lockdowns. We continue to monitor the COVID-19 pandemic and its effect on our business and results of operations; however, we cannot predict the duration, scope or severity of the COVID-19 pandemic or its future impact on our business, results of operations, cash flows and financial condition.
Government Subsidies
In response to the COVID-19 pandemic, certain governments have provided subsidies and assistance to companies. The most substantial of these were the U.S. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and the Canada Emergency Wage Subsidy ("CEWS"), which were no longer applicable in late fiscal 2021. However, during the quarter and two quarters ended April 3, 2022, an international government COVID-19 related subsidy reduced our store operating expenses by $12.4 million and $23.9 million, respectively, on our consolidated statements of earnings. During the quarter and two quarters ended March 28, 2021, qualified payroll and other credits reduced our store operating expenses by $97.4 million and $117.2 million, respectively, on our consolidated statements of earnings. After netting the qualified credits against our payable, a receivable of $97.1 million and $172.4 million was included in prepaid expenses and other current assets as of April 3, 2022 and October 3, 2021, respectively. As of April 3, 2022, deferred payroll tax payments of $116.4 million were included in accrued liabilities on our consolidated balance sheets. As of October 3, 2021, deferred payroll tax payments of $116.4 million were included in both accrued liabilities and other long-term liabilities on our consolidated balance sheets.
Restructuring
In fiscal 2021, we substantially completed our plan to reposition our North America store portfolio, primarily in dense metropolitan markets by pursuing strategic store closures and focusing on new store formats that better cater to changing customer tastes and preferences. As a result, we recorded approximately $23.0 million and $95.2 million to restructuring and
10

impairments on our consolidated statements of earnings during the quarter ended and two quarters ended March 28, 2021. Of these totals, $8.6 million and $51.2 million related to the impairment of store assets for which either a triggering event occurred and the assets were determined not to be recoverable or the store was permanently closed, respectively. During the quarter and two quarters ended March 28, 2021, an additional $14.4 million and $44.0 million, respectively, was associated with accelerated amortization of right-of-use (“ROU”) lease assets and other lease costs due to planned store closures prior to the end of contractual lease terms. As the restructuring plan was substantially completed in fiscal 2021, we did not recognize any material restructuring and impairment amounts during the quarter and two quarters ended April 3, 2022. As of April 3, 2022 and October 3, 2021, there were no material restructuring-related accrued liabilities on our consolidated balance sheets.
Recently Adopted Accounting Pronouncements
In the first quarter of fiscal 2022, we adopted the Financial Accounting Standards Board (“FASB”) issued guidance related to reference rate reform. The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The adoption of the new guidance did not have a material impact to our financial statements.
In June 2016, the FASB issued guidance replacing the incurred loss impairment methodology with a new methodology that reflects current expected credit losses on financial assets, including receivables and available-for-sale securities. The new methodology requires entities to estimate and recognize expected credit losses each reporting period. The guidance was adopted during the first quarter of fiscal 2021 under the modified retrospective approach and resulted in a $2.2 million transition adjustment to opening shareholders' retained deficit on our consolidated statements of equity.

11

Note 2: Derivative Financial Instruments
Interest Rates
From time to time, we enter into designated cash flow hedges to manage the variability in cash flows due to changes in benchmark interest rates. We enter into interest rate swap agreements and treasury locks, which are synthetic forward sales of U.S. Treasury securities settled in cash based upon the difference between an agreed-upon treasury rate and the prevailing treasury rate at settlement. These agreements are cash settled at the time of the pricing of the related debt. Each derivative agreement's gain or loss is recorded in accumulated other comprehensive income (“AOCI”) and is subsequently reclassified to interest expense over the life of the related debt.
To hedge the exposure to changes in the fair value of our fixed-rate debt, we enter into interest rate swap agreements, which are designated as fair value hedges. The changes in fair values of these derivative instruments and the offsetting changes in fair values of the underlying hedged debt due to changes in the relevant benchmark interest rates are recorded in interest expense. Refer to Note 7, Debt, for additional information on our long-term debt.
Foreign Currency
To reduce cash flow volatility from foreign currency fluctuations, we enter into forward and swap contracts to hedge portions of cash flows of anticipated intercompany royalty payments, inventory purchases, and intercompany borrowing and lending activities. The resulting gains and losses from these derivatives are recorded in AOCI and subsequently reclassified to revenue, product and distribution costs, or interest income and other, net, respectively, when the hedged exposures affect net earnings.
From time to time, we may enter into financial instruments, including, but not limited to, forward and swap contracts or foreign currency-denominated debt, to hedge the currency exposure of our net investments in certain international operations. The resulting gains and losses from these derivatives are recorded in AOCI and are subsequently reclassified to net earnings when the hedged net investment is either sold or substantially liquidated.
Foreign currency forward and swap contracts not designated as hedging instruments are used to mitigate the foreign exchange risk of certain other balance sheet items. Gains and losses from these derivatives are largely offset by the financial impact of translating foreign currency-denominated payables and receivables, and these gains and losses are recorded in interest income and other, net.
Commodities
Depending on market conditions, we may enter into coffee forward contracts, futures contracts and collars to hedge anticipated cash flows under our price-to-be-fixed green coffee contracts, which are described further in Note 4, Inventories, or our longer-dated forecasted coffee demand where underlying fixed price and price-to-be-fixed contracts are not yet available. The resulting gains and losses are recorded in AOCI and are subsequently reclassified to product and distribution costs when the hedged exposure affects net earnings.
Depending on market conditions, we may also enter into dairy forward contracts and futures contracts to hedge a portion of anticipated cash flows under our dairy purchase contracts and our forecasted dairy demand. The resulting gains or losses are recorded in AOCI and are subsequently reclassified to product and distribution costs when the hedged exposure affects net earnings.
Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge. Cash flows from hedging transactions are classified in the same categories as the cash flows from the respective hedged items. For de-designated cash flow hedges in which the underlying transactions are no longer probable of occurring, the related accumulated derivative gains or losses are recognized in interest income and other, net on our consolidated statements of earnings. Due to ongoing global supply chain disruptions, certain coffee cash flow hedges have been de-designated early which resulted in insignificant amounts recognized in earnings during the quarter and two quarters ended April 3, 2022. These derivatives may be accounted for prospectively as non-designated derivatives until maturity, re-designated to new hedging relationships or terminate early. We continue to believe transactions related to our other designated cash flow hedges are probable to occur.
To mitigate the price uncertainty of a portion of our future purchases, including diesel fuel and other commodities, we enter into swap contracts, futures and collars that are not designated as hedging instruments. The resulting gains and losses are recorded in interest income and other, net to help offset price fluctuations on our beverage, food, packaging and transportation costs, which are included in product and distribution costs on our consolidated statements of earnings.
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Gains and losses on derivative contracts and foreign currency-denominated debt designated as hedging instruments included in AOCI and expected to be reclassified into earnings within 12 months, net of tax (in millions):
Net Gains/(Losses)
Included in AOCI
Net Gains/(Losses) Expected to be Reclassified from AOCI into Earnings within 12 Months
Outstanding Contract/Debt Remaining Maturity
(Months)
Apr 3, 2022Oct 3, 2021
Cash Flow Hedges:
Coffee$260.6 $197.8 $244.9 9
Cross-currency swaps— 4.4 — 32
Dairy 3.7 (0.4)3.7 11
Foreign currency - other5.1 1.3 2.6 33
Interest rates(17.7)(44.8)(1.1)127
Net Investment Hedges:
Cross-currency swaps43.5 37.9 — 90
Foreign currency16.0 16.0 — 0
Foreign currency debt43.5 (5.3)— 24
13

Pre-tax gains and losses on derivative contracts and foreign currency-denominated long-term debt designated as hedging instruments recognized in other comprehensive income (“OCI”) and reclassifications from AOCI to earnings (in millions):
Quarter Ended
Gains/(Losses) Recognized in
OCI Before Reclassifications
Gains/(Losses) Reclassified from
AOCI to Earnings
Location of gain/(loss)
Apr 3, 2022Mar 28, 2021Apr 3, 2022Mar 28, 2021
Cash Flow Hedges:
Coffee$24.0 $5.7 $17.8 $(3.4)Product and distribution costs
Cross-currency swaps4.9 13.8 (0.8)0.6 Interest expense
9.4 13.5 Interest income and other, net
Dairy3.4 (0.9)2.9 (0.6)Product and distribution costs
Foreign currency - other0.7 7.1 2.4 0.2 Licensed stores revenue
(0.3)(1.9)Product and distribution costs
Interest rates34.1 71.5 (0.5)(0.5)Interest expense
— (3.6)Interest income and other, net
Net Investment Hedges:
Cross-currency swaps (2.1)6.1 3.5 3.4 Interest expense
Foreign currency debt40.2 41.6 — — 
Two Quarters Ended
Gains/(Losses) Recognized in
OCI Before Reclassifications
Gains/(Losses) Reclassified from
AOCI to Earnings
Location of gain/(loss)
Apr 3, 2022Mar 28, 2021Apr 3, 2022Mar 28, 2021
Cash Flow Hedges:
Coffee95.5 17.7 24.3 (2.7)Product and distribution costs
Cross-currency swaps9.4 10.4 (1.6)1.6 Interest expense
16.3 8.7 Interest income and other, net
Dairy8.0 1.6 2.5 2.0 Product and distribution costs
Foreign currency - other7.6 (18.8)4.5 0.2 Licensed stores revenue
(1.7)(1.9)Product and distribution costs
Interest rates35.3 94.0 (0.9)(1.1)Interest expense
— (3.6)Interest income and other, net
Net Investment Hedges:
Cross-currency swaps 14.2 (10.4)6.9 6.6 Interest expense
Foreign currency debt65.4 27.9 — — 
14

Pre-tax gains and losses on non-designated derivatives and designated fair value hedging instruments and the related fair value hedged item recognized in earnings (in millions):
Gains/(Losses) Recognized in Earnings
 Location of gain/(loss) recognized in earnings Quarter EndedTwo Quarters Ended
 Apr 3, 2022Mar 28, 2021Apr 3, 2022Mar 28, 2021
Non-Designated Derivatives:
DairyInterest income and other, net$0.1 $— $0.1 $— 
Foreign currency - otherInterest income and other, net11.6 (0.8)21.8 (1.7)
CoffeeInterest income and other, net6.2 — 9.3 — 
Diesel fuel and other commoditiesInterest income and other, net0.7 0.8 0.7 2.0 
Fair Value Hedges:
Interest rate swapInterest expense(21.3)(1.5)(26.1)(1.1)
Long-term debt (hedged item)Interest expense24.8 4.8 33.0 7.7 
Notional amounts of outstanding derivative contracts (in millions):
Apr 3, 2022Oct 3, 2021
Coffee$917 $481 
Cross-currency swaps773 806 
Dairy55 53 
Diesel fuel and other commodities24 10 
Foreign currency - other 1,105 1,009 
Interest rate swaps1,600 1,250 
15

Fair value of outstanding derivative contracts (in millions) including the location of the asset and/or liability on the consolidated balance sheets:
Derivative Assets
Balance Sheet LocationApr 3, 2022Oct 3, 2021
Designated Derivative Instruments:
CoffeePrepaid expenses and other current assets$35.4 $130.5 
Cross-currency swapsOther long-term assets68.8 54.7 
DairyPrepaid expenses and other current assets 5.2 0.8 
Foreign currency - otherPrepaid expenses and other current assets12.6 8.9 
Other long-term assets9.1 6.9 
Interest rate swapsOther long-term assets35.7 22.7 
Non-designated Derivative Instruments:
CoffeePrepaid expenses and other current assets2.3 — 
DairyPrepaid expenses and other current assets0.9 — 
Diesel fuel and other commoditiesPrepaid expenses and other current assets1.6 0.1 
Foreign currencyPrepaid expenses and other current assets6.7 7.3 
Derivative Liabilities
Balance Sheet LocationApr 3, 2022Oct 3, 2021
Designated Derivative Instruments:
CoffeeAccrued liabilities$23.4 $— 
Cross-currency swapsOther long-term liabilities0.7 3.3 
DairyAccrued liabilities1.4 0.9 
Foreign currency - otherAccrued liabilities7.4 7.4 
Other long-term liabilities5.0 3.6 
Interest ratesOther long-term liabilities11.1 1.3 
Non-designated Derivative Instruments:
DairyAccrued liabilities0.2 0.2 
Diesel fuel and other commoditiesAccrued liabilities1.0 — 
Foreign currencyAccrued liabilities1.6 0.1 
The following amounts were recorded on the consolidated balance sheets related to fixed-to-floating interest rate swaps designated in fair value hedging relationships:
Carrying amount of hedged itemCumulative amount of fair value hedging adjustment included in the carrying amount
Apr 3, 2022Oct 3, 2021Apr 3, 2022Oct 3, 2021
Location on the balance sheet
Long-term debt$1,088.6 $771.7 $(11.4)$21.7 
Additional disclosures related to cash flow gains and losses included in AOCI, as well as subsequent reclassifications to earnings, are included in Note 10, Equity.
16


Note 3: Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis (in millions):
  Fair Value Measurements at Reporting Date Using
 Balance at
April 3, 2022
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant  Other Observable Inputs
(Level 2)
Significant Unobservable  Inputs
(Level 3)
Assets:
Cash and cash equivalents$3,913.4 $3,913.4 $— $— 
Short-term investments:
Available-for-sale debt securities
Corporate debt securities8.2 — 8.2 — 
Total available-for-sale debt securities8.2 — 8.2 — 
Marketable equity securities73.9 73.9 — — 
Total short-term investments82.1 73.9 8.2 — 
Prepaid expenses and other current assets:
Derivative assets64.7 39.6 25.1 — 
Long-term investments:
Available-for-sale debt securities
Corporate debt securities139.6 — 139.6 — 
Foreign government obligations3.8 — 3.8 — 
Mortgage and other asset-backed securities58.9 — 58.9 — 
State and local government obligations1.4 — 1.4 — 
U.S. government treasury securities81.9 81.9 — — 
Total long-term investments285.6 81.9 203.7 — 
Other long-term assets:
Derivative assets113.6 — 113.6 — 
Total assets$4,459.4 $4,108.8 $350.6 $— 
Liabilities:
Accrued liabilities:
Derivative liabilities$35.0 $23.8 $11.2 $— 
Other long-term liabilities:
Derivative liabilities16.8 — 16.8 — 
Total liabilities$51.8 $23.8 $28.0 $— 
17

  Fair Value Measurements at Reporting Date Using
 Balance at
October 3, 2021
Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant
Unobservable  Inputs
(Level 3)
Assets:
Cash and cash equivalents$6,455.7 $6,455.7 $— $— 
Short-term investments:
Available-for-sale debt securities
Commercial paper63.0 — 63.0 — 
Corporate debt securities24.7 — 24.7 — 
Mortgage and other asset-backed securities0.1 — 0.1 — 
Total available-for-sale debt securities87.8 — 87.8 — 
Marketable equity securities74.4 74.4 — — 
Total short-term investments162.2 74.4 87.8 — 
Prepaid expenses and other current assets:
Derivative assets147.6 131.1 16.5 — 
Long-term investments:
Available-for-sale debt securities
Auction rate securities6.0 — — 6.0 
Corporate debt securities162.0 — 162.0 — 
Foreign government obligations4.0 — 4.0 — 
Mortgage and other asset-backed securities31.9 — 31.9 — 
State and local government obligations1.5 — 1.5 — 
U.S. government treasury securities76.3 76.3 — — 
Total long-term investments281.7 76.3 199.4 6.0 
Other long-term assets:
Derivative assets84.3 — 84.3 — 
Total assets$7,131.5 $6,737.5 $388.0 $6.0 
Liabilities:
Accrued liabilities:
Derivative liabilities$8.6 $0.3 $8.3 $— 
Other long-term liabilities:
Derivative liabilities8.2 — 8.2 — 
Total liabilities$16.8 $0.3 $16.5 $— 
There were no material transfers between levels and there was no significant activity within Level 3 instruments during the periods presented. The fair values of any financial instruments presented above exclude the impact of netting assets and liabilities when a legally enforceable master netting agreement exists.
Gross unrealized holding gains and losses on available-for-sale debt securities and marketable equity securities were not material as of April 3, 2022 and October 3, 2021.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Assets and liabilities recognized or disclosed at fair value on the consolidated financial statements on a nonrecurring basis include items such as property, plant and equipment, ROU assets, goodwill and other intangible assets and other assets. These assets are measured at fair value if determined to be impaired.
18

The estimated fair value of our long-term debt based on the quoted market price (Level 2) is included at Note 7, Debt. There were no material fair value adjustments during the two quarters ended April 3, 2022 and March 28, 2021.
Note 4: Inventories (in millions):
Apr 3, 2022Oct 3, 2021
Coffee:
Unroasted$929.1 $670.3 
Roasted294.3 233.5 
Other merchandise held for sale322.0 329.3 
Packaging and other supplies374.6 370.8 
Total$1,920.0 $1,603.9 
Other merchandise held for sale includes, among other items, serveware, food and tea. Inventory levels vary due to seasonality, commodity market supply and price fluctuations.
As of April 3, 2022, we had committed to purchasing green coffee totaling $500 million under fixed-price contracts and an estimated $1.3 billion under price-to-be-fixed contracts. A portion of our price-to-be-fixed contracts are effectively fixed through the use of futures. See Note 2, Derivative Financial Instruments, for further discussion. Price-to-be-fixed contracts are purchase commitments whereby the quality, quantity, delivery period and other negotiated terms are agreed upon, but the date, and therefore the price, at which the base “C” coffee commodity price component will be fixed has not yet been established. For most contracts, either Starbucks or the seller has the option to “fix” the base “C” coffee commodity price prior to the delivery date. For other contracts, Starbucks and the seller may agree upon pricing parameters determined by the base “C” coffee commodity price. Until prices are fixed, we estimate the total cost of these purchase commitments. We believe, based on established relationships with our suppliers and continuous monitoring, the risk of non-delivery on these purchase commitments is remote.

Note 5: Supplemental Balance Sheet and Statement of Earnings Information (in millions):
Prepaid Expenses and Other Current Assets
Apr 3, 2022Oct 3, 2021
Income tax receivable$183.3 $20.7 
Government subsidies receivable97.1 172.4 
Other prepaid expenses and current assets343.3 401.5 
Total prepaid expenses and current assets$623.7 $594.6 

19

Property, Plant and Equipment, net
Apr 3, 2022Oct 3, 2021
Land$46.2 $46.2 
Buildings587.2 587.6 
Leasehold improvements8,846.5 8,637.6 
Store equipment2,963.9 2,934.1 
Roasting equipment863.6 857.2 
Furniture, fixtures and other1,465.9 1,392.0 
Work in progress539.5 374.1 
Property, plant and equipment, gross15,312.8 14,828.8 
Accumulated depreciation(8,852.0)(8,459.3)
Property, plant and equipment, net$6,460.8 $6,369.5 
Accrued Liabilities
Apr 3, 2022Oct 3, 2021
Accrued occupancy costs$84.7 $107.1 
Accrued dividends payable561.9 578.1 
Accrued capital and other operating expenditures902.1 840.7 
Self-insurance reserves251.7 229.3 
Income taxes payable113.8 348.0 
Accrued business taxes178.2 218.0 
Total accrued liabilities$2,092.4 $2,321.2 
Store Operating Expenses
Quarter EndedTwo Quarters Ended
Apr 3, 2022Mar 28, 2021Apr 3, 2022Mar 28, 2021
Wages and benefits$2,018.3 $1,664.9 $4,029.0 $3,271.1 
Occupancy costs664.9 626.2 1,330.2 1,254.3 
Other expenses631.5 532.2 1,355.4 1,165.3 
Total store operating expenses$3,314.7 $2,823.3 $6,714.6 $5,690.7 

Note 6: Other Intangible Assets and Goodwill
Indefinite-Lived Intangible Assets
(in millions)Apr 3, 2022Oct 3, 2021
Trade names, trademarks and patents$97.1 $96.4 

20

Finite-Lived Intangible Assets
Apr 3, 2022Oct 3, 2021
(in millions)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Acquired and reacquired rights$1,126.7 $(1,040.5)$86.2 $1,141.5 $(971.9)$169.6 
Acquired trade secrets and processes27.6 (26.2)1.4 27.6 (24.8)2.8 
Trade names, trademarks and patents127.4 (61.7)65.7 126.3 (51.9)74.4 
Licensing agreements20.1 (15.8)4.3 18.8 (13.5)5.3 
Other finite-lived intangible assets24.3 (24.3)— 24.0 (22.6)1.4 
Total finite-lived intangible assets$1,326.1 $(1,168.5)$157.6 $1,338.2 $(1,084.7)$253.5 
Amortization expense for finite-lived intangible assets was $49.2 million and $99.4 million for the quarter and two quarters ended April 3, 2022, respectively and $62.2 million and $123.4 million for the quarter and two quarters ended March 28, 2021, respectively.
Estimated future amortization expense as of April 3, 2022 (in millions):
Fiscal YearTotal
2022 (excluding the two quarters ended April 3, 2022)
$97.9 
202320.9 
202420.4 
202514.4 
20261.5 
Thereafter2.5 
Total estimated future amortization expense$157.6 
Goodwill
Changes in the carrying amount of goodwill by reportable operating segment (in millions):
North AmericaInternationalChannel DevelopmentCorporate and OtherTotal
Goodwill balance at October 3, 2021
$493.2 $3,148.3 $34.7 $1.1 $3,677.3 
Other(1)
0.4 (31.6)— — (31.2)
Goodwill balance at April 3, 2022
$493.6 $3,116.7 $34.7 $1.1 $3,646.1 
(1)“Other” consists of changes in the goodwill balance resulting from foreign currency translation.
21

Note 7: Debt
Revolving Credit Facility
Our $3 billion unsecured five-year revolving credit facility (the "2021 credit facility"), of which $150 million may be used for issuances of letters of credit, is currently set to mature on September 16, 2026. The 2021 credit facility is available for working capital, capital expenditures and other corporate purposes, including acquisitions and share repurchases. We have the option, subject to negotiation and agreement with the related banks, to increase the maximum commitment amount by an additional $1 billion.
Borrowings under the 2021 credit facility will bear interest at a variable rate based on LIBOR, and, for U.S. dollar-denominated loans under certain circumstances, a Base Rate (as defined in the 2021 credit facility), in each case plus an applicable margin. The applicable margin is based on the Company’s long-term credit ratings assigned by the Moody’s and Standard & Poor’s rating agencies. The 2021 credit facility contains alternative interest rate provisions specifying rate calculations to be used at such time LIBOR ceases to be available as a benchmark due to reference rate reform. The “Base Rate” is the highest of (i) the Federal Funds Rate (as defined in the 2021 credit facility) plus 0.050%, (ii) Bank of America’s prime rate, and (iii) the Eurocurrency Rate (as defined in the 2021 credit facility) plus 1.000%.
The 2021 credit facility contains provisions requiring us to maintain compliance with certain covenants, including a minimum fixed charge coverage ratio, which measures our ability to cover financing expenses. As of April 3, 2022, we were in compliance with all applicable covenants. No amounts were outstanding under our 2021 credit facility as of April 3, 2022 or October 3, 2021.
Short-term Debt
Under our commercial paper program, we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $3 billion, with individual maturities that may vary but not exceed 397 days from the date of issue. Amounts outstanding under the commercial paper program are required to be backstopped by available commitments under our 2021 credit facility. The proceeds from borrowings under our commercial paper program may be used for working capital needs, capital expenditures and other corporate purposes, including, but not limited to, business expansion, payment of cash dividends on our common stock and share repurchases. As of April 3, 2022 and October 3, 2021, we had no borrowings outstanding under the program.
Additionally, we hold the following Japanese yen-denominated credit facilities that are available for working capital needs and capital expenditures within our Japanese market:
A ¥5 billion, or $41.1 million, credit facility is currently set to mature on December 31, 2022. Borrowings under such credit facility are subject to terms defined within the facility and will bear interest at a variable rate based on Tokyo Interbank Offered Rate ("TIBOR") plus an applicable margin of 0.400%.
A ¥10 billion, or $82.2 million, credit facility is currently set to mature on March 27, 2023. Borrowings under such credit facility are subject to terms defined within the facility and will bear interest at a variable rate based on TIBOR plus an applicable margin of 0.350%.
As of April 3, 2022 and October 3, 2021, we had no borrowings outstanding under these Japanese yen-denominated credit facilities.
22

Long-term Debt
Components of long-term debt including the associated interest rates and related estimated fair values by calendar maturity (in millions, except interest rates):
Apr 3, 2022Oct 3, 2021Stated Interest Rate
Effective Interest Rate(1)
IssuanceAmountEstimated Fair ValueAmountEstimated Fair Value
May 2022 notes$500.0 $500.1 $500.0 $503.1 1.300 %1.334 %
June 2022 notes500.0 500.7 500.0 506.7 2.700 %2.819 %
March 2023 notes1,000.0 1,008.2 1,000.0 1,035.9 3.100 %3.107 %
October 2023 notes(2)
750.0 762.0 750.0 794.8 3.850 %2.859 %
February 2024 notes(3)
500.0 500.6 — — 0.553 %0.783 %
March 2024 notes(4)
698.4 671.4 763.8 761.0 0.372 %0.462 %
August 2025 notes1,250.0 1,275.7 1,250.0 1,371.5 3.800 %3.721 %
June 2026 notes500.0 485.7 500.0 526.4 2.450 %2.511 %
March 2027 notes500.0 472.1 500.0 513.0 2.000 %2.058 %
March 2028 notes600.0 600.3 600.0 663.2 3.500 %3.529 %
November 2028 notes750.0 772.4 750.0 855.9 4.000 %3.958 %
August 2029 notes(2)
1,000.0 1,004.4 1,000.0 1,109.9 3.550 %3.840 %
March 2030 notes750.0 684.8 750.0 758.6 2.250 %3.084 %
November 2030 notes1,250.0 1,158.7 1,250.0 1,286.9 2.550 %2.582 %
February 2032 notes1,000.0 952.7 — — 3.000 %3.155 %
June 2045 notes350.0 358.7 350.0 414.1 4.300 %4.348 %
December 2047 notes500.0 480.0 500.0 556.5 3.750 %3.765 %
November 2048 notes1,000.0 1,079.1 1,000.0 1,248.6 4.500 %4.504 %
August 2049 notes1,000.0 1,070.5 1,000.0 1,241.0 4.450 %4.447 %
March 2050 notes500.0 456.2 500.0 527.5 3.350 %3.362 %
November 2050 notes1,250.0 1,162.8 1,250.0 1,339.5 3.500 %3.528 %
Total16,148.4 15,957.1 14,713.8 16,014.1 
Aggregate debt issuance costs and unamortized premium/(discount), net(124.0)(119.7)
Hedge accounting fair value adjustment(2)
(11.4)21.7 
Total$16,013.0 $14,615.8 
(1)Includes the effects of the amortization of any premium or discount and any gain or loss upon settlement of related treasury locks or forward-starting interest rate swaps utilized to hedge interest rate risk prior to the debt issuance.
(2)Amount includes the change in fair value due to changes in benchmark interest rates related to hedging our October 2023 notes and $350 million of our August 2029 notes. Refer to Note 2, Derivative Financial Instruments, for additional information on our interest rate swaps designated as fair value hedges.
(3)Floating rate notes which bear interest at a rate equal to Compounded SOFR (as defined in the February 2024 notes) plus 0.420%, resulting in a stated interest rate of 0.553% at April 3, 2022.
(4)Japanese yen-denominated long-term debt.
23

The following table summarizes our long-term debt maturities as of April 3, 2022 by fiscal year (in millions):
Fiscal Year Total
2022$1,000.0 
20231,000.0 
20241,948.4 
20251,250.0 
2026500.0 
Thereafter10,450.0 
Total$16,148.4 
Note 8: Leases
The components of lease costs (in millions):
Quarter EndedTwo Quarters Ended
Apr 3, 2022Mar 28, 2021Apr 3, 2022Mar 28, 2021
Operating lease costs(1)
$393.4 $389.3 $779.5 $798.7 
Variable lease costs235.8 224.3 465.6 446.7 
Short-term lease costs7.1 7.6 14.2 16.3 
Total lease costs$636.3 $621.2 $1,259.3 $1,261.7 
(1)Includes immaterial amounts of sublease income and rent concessions.
The following table includes supplemental information (in millions):
Two Quarters Ended
Apr 3, 2022Mar 28, 2021
Cash paid related to operating lease liabilities$845.5 $792.4 
Operating lease liabilities arising from obtaining ROU assets710.6 659.6 
Apr 3, 2022Mar 28, 2021
Weighted-average remaining operating lease term8.5 years8.7 years
Weighted-average operating lease discount rate2.5 %2.4 %
Finance lease assets are recorded in property, plant and equipment, net with the corresponding lease liabilities included in accrued liabilities and other long-term liabilities on the consolidated balance sheet. There were no material finance leases as of April 3, 2022 and October 3, 2021.
Minimum future maturities of operating lease liabilities (in millions):
Fiscal YearTotal
2022 (excluding the two quarters ended April 3, 2022)
$754.3 
20231,481.1 
20241,381.8 
20251,236.9 
20261,077.3 
Thereafter4,059.4 
Total lease payments9,990.8 
Less imputed interest(1,086.0)
Total$8,904.8 
As of April 3, 2022, we have entered into operating leases that have not yet commenced of $1.0 billion, primarily related to real estate leases. These leases will commence between fiscal year 2022 and fiscal year 2028 with lease terms ranging from ten to twenty years.
24

Note 9: Deferred Revenue
Our deferred revenue primarily consists of the prepaid royalty from Nestlé, for which we have continuing performance obligations to support the Global Coffee Alliance, our unredeemed stored value card liability and unredeemed loyalty points (“Stars”) associated with our loyalty program.
As of April 3, 2022, the current and long-term deferred revenue related to Nestlé was $177.0 million and $6.3 billion, respectively. As of October 3, 2021, the current and long-term deferred revenue related to the Nestlé up-front payment was $177.0 million and $6.4 billion, respectively. During both quarters and two quarters ended April 3, 2022 and March 28, 2021, we recognized $44.2 million and $88.4 million of prepaid royalty revenue related to Nestlé, respectively.
Changes in our deferred revenue balance related to our stored value cards and loyalty program (in millions):
Quarter Ended April 3, 2022
Total
Stored value cards and loyalty program at January 2, 2022
$1,952.5 
Revenue deferred - card activations, card reloads and Stars earned3,124.0 
Revenue recognized - card and Stars redemptions and breakage(3,426.3)
Other(1)
(5.0)
Stored value cards and loyalty program at April 3, 2022(2)
$1,645.2 
Quarter Ended March 28, 2021
Total
Stored value cards and loyalty program at December 27, 2020
$1,750.0 
Revenue deferred - card activations, card reloads and Stars earned2,709.7 
Revenue recognized - card and Stars redemptions and breakage(2,977.8)
Other(1)
(6.7)
Stored value cards and loyalty program at March 28, 2021(2)
$1,475.2 
Two Quarters Ended April 3, 2022
Total
Stored value cards and loyalty program at October 3, 2021
$1,448.5 
Revenue deferred - card activations, card reloads and Stars earned7,041.5 
Revenue recognized - card and Stars redemptions and breakage(6,837.1)
Other(1)
(7.7)
Stored value cards and loyalty program at April 3, 2022(2)
$1,645.2 
Two Quarters Ended March 28, 2021
Total
Stored value cards and loyalty program at September 27, 2020
$1,280.5 
Revenue deferred - card activations, card reloads and Stars earned6,147.1 
Revenue recognized - card and Stars redemptions and breakage(5,958.0)
Other(1)
5.6 
Stored value cards and loyalty program at March 28, 2021(2)
$1,475.2 
(1)“Other” primarily consists of changes in the stored value cards and loyalty program balances resulting from foreign currency translation.
(2)As of April 3, 2022 and March 28, 2021, approximately $1.5 billion and $1.4 billion of these amounts were current, respectively.
25

Note 10:     Equity
Changes in AOCI by component, net of tax (in millions):
Quarter Ended Available-for-Sale Debt Securities Cash Flow Hedges Net Investment HedgesTranslation Adjustment and OtherTotal
April 3, 2022
Net gains/(losses) in AOCI, beginning of period$(1.2)$224.6 $77.1 $(47.0)$253.5 
Net gains/(losses) recognized in OCI before reclassifications(7.9)52.9 28.5 (38.5)35.0 
Net (gains)/losses reclassified from AOCI to earnings0.1 (25.8)(2.6)0.1 (28.2)
Other comprehensive income/(loss) attributable to Starbucks(7.8)27.1 25.9 (38.4)6.8 
Net gains/(losses) in AOCI, end of period$(9.0)$251.7 $103.0 $(85.4)$260.3 
March 28, 2021
Net gains/(losses) in AOCI, beginning of period$4.1 $(75.5)$(13.5)$(61.0)$(145.9)
Net gains/(losses) recognized in OCI before reclassifications(2.0)73.3 35.6 (81.2)25.7 
Net (gains)/losses reclassified from AOCI to earnings(0.1)(3.5)(2.5)(6.1)
Other comprehensive income/(loss) attributable to Starbucks(2.1)69.8 33.1 (81.2)19.6 
Net gains/(losses) in AOCI, end of period$2.0 $(5.7)$19.6 $(142.2)$(126.3)
Two Quarters EndedAvailable-for-Sale Debt SecuritiesCash Flow HedgesNet Investment HedgesTranslation Adjustment and OtherTotal
April 3, 2022
Net gains/(losses) in AOCI, beginning of period$1.5 $158.3 $48.6 $(61.2)$147.2 
Net gains/(losses) recognized in OCI before reclassifications(10.5)129.8 59.5 (24.3)154.5 
Net (gains)/losses reclassified from AOCI to earnings— (36.4)(5.1)0.1 (41.4)
Other comprehensive income/(loss) attributable to Starbucks(10.5)93.4 54.4 (24.2)113.1 
Net gains/(losses) in AOCI, end of period$(9.0)$251.7 $103.0 $(85.4)$260.3 
March 28, 2021
Net gains/(losses) in AOCI, beginning of period$5.7 $(82.1)$11.5 $(299.7)$(364.6)
Net gains/(losses) recognized in OCI before reclassifications(2.4)78.1 13.0 157.5 246.2 
Net (gains)/losses reclassified from AOCI to earnings(1.3)(1.7)(4.9)— (7.9)
Other comprehensive income/(loss) attributable to Starbucks(3.7)76.4 8.1 157.5 238.3 
Net gains/(losses) in AOCI, end of period$2.0 $(5.7)$19.6 $(142.2)$(126.3)
26

Impact of reclassifications from AOCI on the consolidated statements of earnings (in millions):
Quarter Ended
AOCI
Components
Amounts Reclassified from AOCIAffected Line Item in
the Statements of Earnings
Apr 3, 2022Mar 28, 2021
Gains/(losses) on available-for-sale debt securities$(0.2)$0.2 Interest income and other, net
Gains/(losses) on cash flow hedges30.9 4.3 
Please refer to Note 2, Derivative Financial Instruments for additional information.
Gains/(losses) on net investment hedges3.5 3.4 Interest expense
34.2 7.9 Total before tax
(6.0)(1.8)Tax (expense)/benefit
$28.2 $6.1 Net of tax
Two Quarters Ended
AOCI
Components
Amounts Reclassified from AOCIAffected Line Item in
the Statements of Earnings
Apr 3, 2022Mar 28, 2021
Gains/(losses) on available-for-sale debt securities$— $1.7 Interest income and other, net
Gains/(losses) on cash flow hedges43.4 3.2 
Please refer to Note 2, Derivative Financial Instruments for additional information.
Gains/(losses) on net investment hedges6.9 6.6 Interest expense
50.3 11.5 Total before tax
(8.9)(3.6)Tax (expense)/benefit
$41.4 $7.9 Net of tax
In addition to 2.4 billion shares of authorized common stock with $0.001 par value per share, the Company has authorized 7.5 million shares of preferred stock, none of which was outstanding as of April 3, 2022.
During the two quarters ended April 3, 2022, we repurchased 36.3 million shares of common stock for $4.0 billion. On March 15, 2022, we announced that our Board of Directors authorized the repurchase of up to an additional 40 million shares under our ongoing share repurchase program. On April 4, 2022, we announced a temporary suspension of our share repurchase program to allow us to augment investments in our stores and partners. Repurchases pursuant to this program were last made on April 1, 2022. As of April 3, 2022, 52.6 million shares remained available for repurchase under current authorizations.
During the second quarter of fiscal 2022, our Board of Directors approved a quarterly cash dividend to shareholders of $0.49 per share to be paid on May 27, 2022 to shareholders of record as of the close of business on May 13, 2022.
Note 11: Employee Stock Plans
As of April 3, 2022, there were 34.5 million shares of common stock available for issuance pursuant to future equity-based compensation awards and 11.1 million shares available for issuance under our employee stock purchase plan.
Stock-based compensation expense recognized in the consolidated statements of earnings (in millions):
 Quarter EndedTwo Quarters Ended
 Apr 3, 2022Mar 28, 2021Apr 3, 2022Mar 28, 2021
Restricted Stock Units (“RSUs”)$54.1 $75.1 $149.8 $173.5 
Options(0.6)0.9 (0.5)1.8 
Total stock-based compensation expense$53.5 $76.0 $149.3 $175.3 
27

Stock option and RSU transactions from October 3, 2021 through April 3, 2022 (in millions):
Stock OptionsRSUs
Options outstanding/Nonvested RSUs, October 3, 2021
5.2 7.7 
Granted— 3.7 
Options exercised/RSUs vested(0.7)(3.5)
Forfeited/expired— (0.6)
Options outstanding/Nonvested RSUs, April 3, 2022
4.5 7.3 
Total unrecognized stock-based compensation expense, net of estimated forfeitures, as of April 3, 2022
$— $245.8 
Note 12: Earnings per Share
Calculation of net earnings per common share (“EPS”) — basic and diluted (in millions, except EPS):
 Quarter EndedTwo Quarters Ended
 Apr 3, 2022Mar 28, 2021Apr 3, 2022Mar 28, 2021
Net earnings attributable to Starbucks$674.5 $659.4 $1,490.4 $1,281.6 
Weighted average common shares outstanding (for basic calculation)1,149.2 1,177.5 1,159.4 1,176.3 
Dilutive effect of outstanding common stock options and RSUs4.7 7.3 5.8 7.6 
Weighted average common and common equivalent shares outstanding (for diluted calculation)1,153.9 1,184.8 1,165.2 1,183.9 
EPS — basic$0.59 $0.56 $1.29 $1.09 
EPS — diluted$0.58 $0.56 $1.28 $1.08 
Potential dilutive shares consist of the incremental common shares issuable upon the exercise of outstanding stock options (both vested and non-vested) and unvested RSUs, calculated using the treasury stock method. The calculation of dilutive shares outstanding would exclude out-of-the-money stock options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would be anti-dilutive. As of April 3, 2022 and March 28, 2021, we had an immaterial amount of anti-dilutive stock options and unvested RSUs.
Note 13: Commitments and Contingencies
Legal Proceedings
On April 13, 2010, an organization named Council for Education and Research on Toxics (“Plaintiff”) filed a lawsuit in the Superior Court of the State of California, County of Los Angeles, against the Company and certain other defendants who manufacture, package, distribute or sell brewed coffee. The lawsuit is Council for Education and Research on Toxics v. Starbucks Corporation, et al. On May 9, 2011, the Plaintiff filed an additional lawsuit in the Superior Court of the State of California, County of Los Angeles, against the Company and additional defendants who manufacture, package, distribute or sell packaged coffee. The lawsuit is Council for Education and Research on Toxics v. Brad Barry LLC, et al. Both cases have since been consolidated and now include nearly eighty defendants, which constitute the majority of the coffee industry in California. Plaintiff alleges that the Company and the other defendants failed to provide warnings for their coffee products of exposure to the chemical acrylamide as required under California Health and Safety Code Section 25249.5, the California Safe Drinking Water and Toxic Enforcement Act of 1986, better known as Proposition 65. Plaintiff seeks equitable relief, including providing warnings to consumers of coffee products, as well as civil penalties in the amount of the statutory maximum of two thousand five hundred dollars per day per violation of Proposition 65. The Plaintiff asserts that every consumed cup of coffee, absent a compliant warning, is equivalent to a violation under Proposition 65.
The Company, as part of a joint defense group organized to defend against the lawsuit, disputes the claims of the Plaintiff. Acrylamide is not added to coffee but is present in all coffee in small amounts (parts per billion) as a byproduct of the coffee bean roasting process. The Company has asserted multiple affirmative defenses. Trial of the first phase of the case (“Phase 1”) commenced on September 8, 2014, and was limited to three affirmative defenses shared by all defendants. On September 1, 2015, the trial court issued a final ruling adverse to defendants on all Phase 1 defenses. Trial of the second phase of the case (“Phase 2”) commenced in the fall of 2017. On May 7, 2018, the trial court issued a ruling adverse to defendants on the Phase 2 defense, the Company's last remaining defense to liability. On June 22, 2018, the California Office of Environmental Health Hazard Assessment (OEHHA) proposed a new regulation clarifying that cancer warnings are not required for coffee under Proposition 65. The case was set to proceed to a third phase trial (“Phase 3”) on damages, remedies and attorneys' fees on
28

October 15, 2018. However, on October 12, 2018, the California Court of Appeal granted the defendants’ request for a stay of the Phase 3 trial.
On June 3, 2019, the California Office of Administrative Law (OAL) approved the coffee exemption regulation. The regulation became effective on October 1, 2019. On June 24, 2019, the California Court of Appeal lifted the stay of the litigation. At the status conference on August 25, 2020, the trial judge granted the defendants’ motion for summary judgment, ruling that the coffee exemption regulation is a complete defense to the Plaintiff’s complaint. The Notice of Entry of Judgment from the court was served on October 6, 2020, and the Plaintiff filed a Notice of Appeal on November 20, 2020 and its opening brief in the appeals process on April 9, 2021. Defendants filed their response brief on August 9, 2021, and Plaintiff filed a reply on November 15, 2021. Starbucks believes that the likelihood that the Company will ultimately incur a material loss in connection with this litigation is less than reasonably possible. Accordingly, as of April 3, 2022, no loss contingency has been recorded for this matter.
Starbucks is party to various other legal proceedings arising in the ordinary course of business, including certain employment litigation cases that have been certified as class or collective actions, but, except as noted above, is not currently a party to any legal proceeding that management believes could have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Note 14: Segment Reporting
Segment information is prepared on the same basis that our interim chief executive officer, who is our chief operating decision maker, manages the segments, evaluates financial results and makes key operating decisions.
Consolidated revenue mix by product type (in millions):
Quarter EndedTwo Quarters Ended
Apr 3, 2022Mar 28, 2021Apr 3, 2022Mar 28, 2021
Beverage(1)
$4,599.0 60 %$4,212.8 63 %$9,497.4 60 %$8,464.5 63 %
Food(2)
1,364.3 18 %1,131.4 17 %2,798.9 18 %2,272.0 17 %
Other(3)
1,672.3 22 %1,323.8 20 %3,389.7 22 %2,681.0 20 %
Total$7,635.6 100 %$6,668.0 100 %$15,686.0 100 %$13,417.5 100 %
(1)Beverage represents sales within our company-operated stores.
(2)Food includes sales within our company-operated stores.
(3)Other primarily consists of packaged and single-serve coffees and teas, royalty and licensing revenues, serveware, beverage-related ingredients and ready-to-drink beverages, among other items.
29

The tables below present financial information for our reportable operating segments and Corporate and Other segment (in millions):
Quarter Ended
North America (1)
International (1)
Channel Development
Corporate and Other (1)
Total
April 3, 2022
Total net revenues$5,445.7 $1,702.4 $463.1 $24.4 $7,635.6 
Depreciation and amortization expenses202.0 133.4 — 32.3 367.7 
Income from equity investees— 0.6 48.5 — 49.1 
Operating income/(loss)931.5 180.7 197.9 (361.2)948.9 
March 28, 2021
Total net revenues$4,638.5 $1,637.0 $369.9 $22.6 $6,668.0 
Depreciation and amortization expenses186.0 143.4 0.3 37.0 366.7 
Income from equity investees— 26.8 50.3 — 77.1 
Operating income/(loss)896.4 258.1 172.6 (339.5)987.6 
Two Quarters Ended
North AmericaInternationalChannel DevelopmentCorporate and OtherTotal
April 3, 2022
Total net revenues$11,178.0 $3,578.4 $880.1 $49.5 $15,686.0 
Depreciation and amortization expenses402.1 266.5 — 65.2 733.8 
Income from equity investees— 1.3 88.1 — 89.4 
Operating income/(loss)2,014.6 480.3 381.1 (749.3)2,126.7 
March 28, 2021
Total net revenues$9,314.2 $3,319.0 $741.2 $43.1 $13,417.5 
Depreciation and amortization expenses374.9 283.4 0.6 73.7 732.6 
Income from equity investees— 53.0 106.7 — 159.7 
Operating income/(loss)1,699.3 541.0 353.3 (692.4)1,901.2 
(1)North America and International total net revenues and operating income and Corporate and Other operating loss for the quarter and two quarters ended March 28, 2021, have been restated to conform with current period presentation.
30

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements herein are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, these statements can be identified by the use of words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “project,” “seek,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements include statements relating to trends in or expectations relating to the effects of our existing and any future initiatives, strategies, investments and plans, as well as trends in or expectations regarding our financial results and long-term growth model and drivers; our operations in the U.S. and China; our environmental, social and governance efforts; our partners; economic and consumer trends, including the impact of inflationary pressures; the conversion of several market operations to fully licensed models; our plans for streamlining our operations, including store openings, closures and changes in store formats and models; expanding our licensing to Nestlé of our consumer packaged goods and Foodservice businesses and its effects on our Channel Development segment results; tax rates; business opportunities and expansion; strategic acquisitions; our dividends programs; commodity costs and our mitgation strategy; our liquidity, cash flow from operations, investments, borrowing capacity and use of proceeds; continuing compliance with our covenants under our credit facilities and commercial paper program; repatriation of cash to the U.S.; the likelihood of the issuance of additional debt and the applicable interest rate; the continuing impact of the COVID-19 pandemic on our financial results and future availability of governmental subsidies for COVID-19 or other public health events; our ceo transition; our share repurchase program; our use of cash and cash requirements; the expected effects of new accounting pronouncements and the estimated impact of changes in U.S. tax law, including on tax rates, investments funded by these changes and potential outcomes; and effects of legal proceedings. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Actual future results and trends may differ materially depending on a variety of factors, including, but not limited to: further spread of COVID-19 and related disruptions to our business; regulatory measures or voluntary actions that may be put in place to limit the spread of COVID-19, including restrictions on business operations or social distancing requirements, and the duration and efficacy of such restrictions; the resurgence of COVID-19 infections and the circulation of novel variants of COVID-19; fluctuations in U.S. and international economies and currencies; our ability to preserve, grow and leverage our brands; the ability of our business partners and third-party providers to fulfill their responsibilities and commitments; potential negative effects of incidents involving food or beverage-borne illnesses, tampering, adulteration, contamination or mislabeling; potential negative effects of material breaches of our information technology systems to the extent we experience a material breach; material failures of our information technology systems; costs associated with, and the successful execution of, the Company’s initiatives and plans; new initiatives and plans or revisions to existing initiatives or plans; our ability to obtain financing on acceptable terms; the acceptance of the Company’s products by our customers, evolving consumer preferences and tastes and changes in consumer spending behavior; partner investments, changes in the availability and cost of labor including any union organizing efforts and our responses to such efforts; failure to attract or retain key executive or employee talent; significant increased logistics costs; inflationary pressures; the impact of competition; inherent risks of operating a global business including any potential negative effects stemming from the Russian invasion of Ukraine; the prices and availability of coffee, dairy and other raw materials; the effect of legal proceedings; the effects of changes in tax laws and related guidance and regulations that may be implemented and other risks detailed in our filings with the SEC, including in Part I Item IA Risk Factors in the 10-K.
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 the forward-looking statements, which speak only as of the date of this report. We are under no obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
This information should be read in conjunction with the consolidated financial statements and the notes included in Item 1 of Part I of this 10-Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contained in the 10-K filed with the SEC on November 19, 2021.
Introduction and Overview
Starbucks is the premier roaster, marketer and retailer of specialty coffee in the world, operating in 84 markets. As of April 3, 2022, Starbucks had more than 34,600 company-operated and licensed stores, an increase of 5% from the prior year. Additionally, we sell a variety of consumer-packaged goods, primarily through the Global Coffee Alliance established with Nestlé and other partnerships and joint ventures. During the quarter ended April 3, 2022, our global comparable store sales grew 7%, primarily driven by 12% growth in the U.S. market, partially offset by COVID-19 related restrictions in China, leading to a 23% decrease in China comparable store sales.
We have three reportable operating segments: 1) North America, which is inclusive of the U.S. and Canada, 2) International, which is inclusive of China, Japan, Asia Pacific, Europe, Middle East, Africa, Latin America and the Caribbean; and 3) Channel
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Table of Contents
Development. Non-reportable operating segments such as Evolution Fresh and unallocated corporate expenses are reported within Corporate and Other.
We believe our financial results and long-term growth model will continue to be driven by new store openings, comparable store sales growth and operating margin management, underpinned by disciplined capital allocation. We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our marketing and operational strategies. Throughout this MD&A, we commonly discuss the following key operating metrics:
New store openings and store count
Comparable store sales growth
Operating margin
Comparable store sales growth represents the percentage change in sales in one period from the same prior year period for company-operated stores open for 13 months or longer and exclude the impact of foreign currency translation. We analyze comparable store sales growth on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements. Stores that are temporarily closed or operating at reduced hours due to the COVID-19 pandemic remain in comparable store sales while stores identified for permanent closure have been removed.
Our fiscal year ends on the Sunday closest to September 30. Our fiscal 2022 year includes 52 weeks while our fiscal 2021 year included 53 weeks, with the 53rd week falling in the fourth quarter of fiscal 2021. All references to store counts, including data for new store openings, are reported net of store closures, unless otherwise noted.
Starbucks results for the second quarter of fiscal 2022 demonstrate the overall strength and resilience of our brand, despite continued COVID-19 related disruptions in certain international markets, especially China. Consolidated net revenues increased 15% to $7.6 billion in the second quarter of fiscal 2022 compared to $6.7 billion in the second quarter of fiscal 2021, primarily driven by strength in our U.S. business, incremental revenues from new store openings and growth in our licensed stores, partially offset by continued COVID-19 pandemic related disruptions in China restricting customer mobility. Consolidated operating margin decreased 240 basis points from the prior year to 12.4%, primarily driven by inflationary pressures on commodities and our supply chain as well as investments and growth in retail store partner wages and benefits, partially offset by pricing and lower restructuring expenses in North America.
For both the North America segment and the U.S., comparable store sales increased 12% for the second quarter of fiscal 2022 compared to an increase of 9% in the second quarter of fiscal 2021. Average ticket for both the North America segment and the U.S. grew 7%, primarily driven by pricing and increased demand for food items in our U.S. market. The segment also experienced higher costs, primarily related to increased supply chain costs due to inflationary pressures, enhancements in retail store partner wages and increased spend on new partner training and support costs to address labor market conditions, partially offset by pricing and lapping restructuring expenses in the prior period.
For the International segment, comparable store sales declined 8%, inclusive of a 3% adverse impact from lapping the prior-year value-added tax benefit. Comparable store sales for our China market declined 23% for the second quarter of fiscal 2022, inclusive of a 4% adverse impact from lapping the prior-year value-added tax benefit. Our China market experienced unprecedented COVID-19 pandemic related restrictions in multiple cities that severely impacted customer mobility; approximately one third of our stores in China remain temporarily closed or offer mobile ordering channels only. Strong business recovery in other international markets partially offset the unfavorability in our China market.
Net revenues for our Channel Development segment increased $93 million, or 25%, when compared with the second quarter of fiscal 2021. This was largely due to higher product sales to and royalty revenue from the Global Coffee Alliance and growth in our international ready-to-drink business.
Despite continued COVID-19 induced business interruptions, especially in our China market, we have seen the strength and resilience of our brand as well as strong customer demand across our portfolio. However, COVID-19 related mobility restrictions remain in place in China. Additionally, our business expects the weights from inflationary pressures and increased spend due to labor market conditions to continue as well as incremental investments in our partners, technology and digital capabilities. While we anticipate these will have an adverse impact on our operating margin for the remainder of the fiscal year, we are confident that our strategy will elevate both the partner and customer experience, accelerating growth over the long-term.
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Table of Contents
Results of Operations (in millions)
Revenues
 Quarter EndedTwo Quarters Ended
Apr 3,
2022
Mar 28,
2021
$
Change
%
Change
Apr 3,
2022
Mar 28,
2021
$
Change
%
Change
Company-operated stores$6,276.7 $5,653.1 $623.6 11.0 %$12,999.1 $11,379.6 $1,619.5 14.2 %
Licensed stores849.5 595.0 254.5 42.8 1,700.3 1,208.8 491.5 40.7 
Other509.4 419.9 89.5 21.3 986.6 829.1 157.5 19.0 
Total net revenues$7,635.6 $6,668.0 $967.6 14.5 %$15,686.0 $13,417.5 $2,268.5 16.9 %
For the quarter ended April 3, 2022 compared with the quarter ended March 28, 2021
Total net revenues for the second quarter of fiscal 2022 increased $968 million, primarily due to higher revenues from company-operated stores ($624 million). The growth of company-operated stores revenue was driven by a 7% increase in comparable store sales ($402 million), attributable to a 4% increase in average ticket and a 3% increase in comparable transactions. Also contributing to the increase were incremental revenues from 885 net new Starbucks® company-operated stores, or a 5% increase, over the past 12 months ($250 million). Partially offsetting these increases was unfavorable foreign currency translation ($55 million).
Licensed stores revenue increased $255 million also contributed to the increase in total net revenues, driven by higher product and equipment sales to and royalty revenues from our licensees ($228 million) and the conversion of our Korea market from a joint venture to a fully licensed market in the fourth quarter of fiscal 2021 ($40 million).
Other revenues increased $90 million, primarily due to higher product sales and royalty revenue in the Global Coffee Alliance and volume growth in our international ready-to-drink business.
For the two quarters ended April 3, 2022 compared with the two quarters ended March 28, 2021
Total net revenues for the first two quarters of fiscal 2022 increased $2.3 billion, primarily due to higher revenues from company-operated stores ($1.6 billion). The growth of company-operated stores revenue was driven by a 10% increase in comparable store sales ($1.1 billion) attributed to a 6% increase in comparable transactions and a 3% increase in average ticket. Also contributing to the increase were incremental revenues from 885 net new Starbucks® company-operated stores, or a 5% increase, over the past 12 months ($503 million). Partially offsetting these increases was unfavorable foreign currency translation ($61 million).
Licensed stores revenue increased $492 million, primarily driven by higher product and equipment sales to and royalty revenues from our licensees ($434 million) and the conversion of our Korea market from a joint venture to a fully licensed market in the fourth quarter of fiscal 2021 ($79 million).
Other revenues increased $158 million, primarily due to higher product sales and royalty revenue in the Global Coffee Alliance and volume growth in our international ready-to-drink business.
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Table of Contents
Operating Expenses
 Quarter EndedTwo Quarters Ended
Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
   As a % of Total
Net Revenues
As a % of Total
Net Revenues
Product and distribution costs$2,465.8 $1,992.4 $473.4 32.3 %29.9 %$4,992.7 $4,041.5 $951.2 31.8 %30.1 %
Store operating expenses3,314.7 2,823.3 491.4 43.4 42.3 6,714.6 5,690.7 1,023.9 42.8 42.4 
Other operating expenses101.7 87.7 14.0 1.3 1.3 203.4 179.5 23.9 1.3 1.3 
Depreciation and amortization expenses367.7 366.7 1.0 4.8 5.5 733.8 732.6 1.2 4.7 5.5 
General and administrative expenses481.5 464.4 17.1 6.3 7.0 1,007.3 936.5 70.8 6.4 7.0 
Restructuring and impairments4.4 23.0 (18.6)0.1 0.3 (3.1)95.2 (98.3)— 0.7 
Total operating expenses6,735.8 5,757.5 978.3 88.2 %86.3 %13,648.7 11,676.0 1,972.7 87.0 87.0 
Income from equity investees49.1 77.1 (28.0)0.6 1.2 89.4 159.7 (70.3)0.6 1.2 
Operating income$948.9 $987.6 $(38.7)12.4 %14.8 %$2,126.7 $1,901.2 $225.5 13.6 %14.2 %
Store operating expenses as a % of company-operated stores revenue52.8 %49.9 %51.7 %50.0 %
For the quarter ended April 3, 2022 compared with the quarter ended March 28, 2021
Product and distribution costs as a percentage of total net revenues increased 240 basis points for the second quarter of fiscal 2022, primarily due to supply chain costs due to inflationary pressures.
Store operating expenses as a percentage of total net revenues increased 110 basis points for the second quarter of fiscal 2022. Store operating expenses as a percentage of company-operated stores revenue increased 290 basis points, primarily due to enhancements in retail store partner wages and benefits (approximately 260 basis points), lapping of higher temporary government subsidies in the prior year (approximately 150 basis points) and increased spend on new partner training and support costs to address labor market conditions (approximately 80 basis points), partially offset by sales leverage.
Other operating expenses increased $14 million for the second quarter of fiscal 2022, primarily due to higher support costs for our growing licensed markets ($4 million) and strategic investments in technology and other initiatives ($3 million).
Depreciation and amortization expenses as a percentage of total net revenues decreased 70 basis points, primarily due to sales leverage.
General and administrative expenses increased $17 million, primarily due to incremental investments in technology ($24 million), increased partner wages and benefits ($19 million) and increased support costs to address labor market conditions ($10 million). These increases were partially offset by lower performance-based compensation ($33 million).
Restructuring and impairment expenses decreased $19 million, primarily due to lower restructuring activities related to our North America store portfolio optimization in the prior year, specifically lower accelerated lease right-of-use asset amortization costs ($13 million) and lower asset impairment charges ($7 million).
Income from equity investees decreased $28 million, primarily due to the conversion of our Korea market from a joint venture to a fully licensed market in the fourth quarter of fiscal 2021 ($27 million).
The combination of these changes resulted in an overall decrease in operating margin of 240 basis points for the second quarter of fiscal 2022.
34

For the two quarters ended April 3, 2022 compared with the two quarters ended March 28, 2021
Product and distribution costs as a percentage of total net revenues increased 170 basis points for the first two quarters of fiscal 2022, primarily due to supply chain costs due to inflationary pressures.
Store operating expenses as a percentage of total net revenues increased 40 basis points for the first two quarters of fiscal 2022. Store operating expenses as a percentage of company-operated stores revenue increased 170 basis points, primarily due to enhancements in retail store partner wages and benefits (approximately 280 basis points), lapping of higher temporary government subsidies in the prior year (approximately 80 basis points) and increased spend on new partner training and support costs to address labor market conditions (approximately 100 basis points), partially offset by sales leverage.
Other operating expenses increased $24 million for the first two quarters of fiscal 2022, primarily due to higher support costs for our growing licensed markets ($11 million) and strategic investments in technology and other initiatives ($4 million).
Depreciation and amortization expenses as a percentage of total net revenues decreased 80 basis points, primarily due to sales leverage.
General and administrative expenses increased $71 million, primarily due to incremental investments in technology ($52 million), increased partner wages and benefits ($38 million) and increased support costs to address labor market conditions ($11 million). These increases were partially offset by lower performance-based compensation ($41 million).
Restructuring and impairment expenses decreased $98 million, primarily due to lower restructuring activities related to our North America store portfolio optimization in the prior year, specifically lower accelerated lease right-of-use asset amortization costs ($52 million) and lower asset impairment charges ($48 million).
Income from equity investees decreased $70 million, primarily due to the conversion of our Korea market from a joint venture to a fully licensed market in the fourth quarter of fiscal 2021 ($54 million) and lower income from our North American Coffee Partnership joint venture ($19 million).
The combination of these changes resulted in an overall decrease in operating margin of 60 basis points for the first two quarters of fiscal 2022.
Other Income and Expenses 
 Quarter EndedTwo Quarters Ended
Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
As a % of Total
Net Revenues
As a % of Total
Net Revenues
Operating income$948.9 $987.6 $(38.7)12.4 %14.8 %$2,126.7 $1,901.2 $225.5 13.6 %14.2 %
Interest income and other, net46.3 17.3 29.0 0.6 0.3 46.2 32.7 13.5 0.3 0.2 
Interest expense(119.1)(115.0)(4.1)(1.6)(1.7)(234.4)(235.8)1.4 (1.5)(1.8)
Earnings before income taxes876.1 889.9 (13.8)11.5 13.3 1,938.5 1,698.1 240.4 12.4 12.7 
Income tax expense201.1 230.5 (29.4)2.6 3.5 447.4 416.5 30.9 2.9 3.1 
Net earnings including noncontrolling interests675.0 659.4 15.6 8.8 9.9 1,491.1 1,281.6 209.5 9.5 9.6 
Net earnings attributable to noncontrolling interests0.5 — 0.5 — — 0.7 — 0.7 — — 
Net earnings attributable to Starbucks$674.5 $659.4 $15.1 8.8 %9.9 %$1,490.4 $1,281.6 $208.8 9.5 %9.6 %
Effective tax rate including noncontrolling interests23.0 %25.9 %23.1 %24.5 %

For the quarter ended April 3, 2022 compared with the quarter ended March 28, 2021
35

Interest income and other, net increased $29 million, primarily due to higher net gains from certain investments.
Interest expense increased $4 million, primarily due to additional interest incurred on long-term debt issued in February 2022.
The effective tax rate for the quarter ended April 3, 2022 was 23.0% compared to 25.9% for the same period in fiscal 2021. The decrease was primarily due to a beneficial return-to-provision adjustment recorded related to the prior year divestiture of certain joint venture operations.
For the two quarters ended April 3, 2022 compared with the two quarters ended March 28, 2021
Interest income and other, net increased $14 million, primarily due to higher net gains from certain investments.
The effective tax rate for the first two quarters ended April 3, 2022 was 23.1% compared to 24.5% for the same period in fiscal 2021. The decrease was primarily due to a beneficial return-to-provision adjustment recorded related to the prior year divestiture of certain joint venture operations.
Segment Information
Results of operations by segment (in millions):
North America (1)    
 Quarter EndedTwo Quarters Ended
Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
As a % of
North America
Total Net Revenues
As a % of North America
Total Net Revenues
Net revenues:
Company-operated stores$4,936.3 $4,268.4 $667.9 90.6 %92.0 %$10,150.4 $8,553.2 $1,597.2 90.8 %91.8 %
Licensed stores507.0 368.1 138.9 9.3 7.9 1,022.9 756.6 266.3 9.2 8.1 
Other2.4 2.0 0.4 — — 4.7 4.4 0.3 — — 
Total net revenues5,445.7 4,638.5 807.2 100.0 100.0 11,178.0 9,314.2 1,863.8 100.0 100.0 
Product and distribution costs1,564.0 1,213.1 350.9 28.7 26.2 3,193.4 2,473.5 719.9 28.6 26.6 
Store operating expenses2,625.4 2,203.1 422.3 48.2 47.5 5,327.7 4,442.1 885.6 47.7 47.7 
Other operating expenses47.1 39.2 7.9 0.9 0.8 95.3 80.7 14.6 0.9 0.9 
Depreciation and amortization expenses202.0 186.0 16.0 3.7 4.0 402.1 374.9 27.2 3.6 4.0 
General and administrative expenses71.3 77.7 (6.4)1.3 1.7 148.0 148.5 (0.5)1.3 1.6 
Restructuring and impairments4.4 23.0 (18.6)0.1 0.5 (3.1)95.2 (98.3)— 1.0 
Total operating expenses4,514.2 3,742.1 772.1 82.9 80.7 9,163.4 7,614.9 1,548.5 82.0 81.8 
Operating income$931.5 $896.4 $35.1 17.1 %19.3 %$2,014.6 $1,699.3 $315.3 18.0 %18.2 %
Store operating expenses as a % of company-operated stores revenue53.2 %51.6 %52.5 %51.9 %
(1)North America licensed stores revenue, total net revenues, product and distribution costs, other operating expenses, total operating expenses and operating income for the quarter and two quarters ended March 28, 2021, have been restated to conform with current period presentation.
For the quarter ended April 3, 2022 compared with the quarter ended March 28, 2021
36

Revenues
North America total net revenues for the second quarter of fiscal 2022 increased $807 million, or 17%, primarily due to a 12% increase in comparable store sales ($510 million) driven by a 7% increase in average ticket and a 5% increase in transactions. Also contributing to these increases were the performance of new stores compared to the closure of underperforming stores in prior year including stores related to our restructuring plan ($146 million) and higher product and equipment sales to and royalty revenues from our licensees ($139 million).
Operating Margin
North America operating income for the second quarter of fiscal 2022 increased 4% to $932 million, compared to $896 million in the second quarter of fiscal 2021. Operating margin decreased 220 basis points to 17.1%, primarily due to higher supply chain costs resulting from inflationary pressures (approximately 350 basis points), investments in labor including enhancements in retail store partner wages and benefits (approximately 280 basis points) and support costs to address labor market conditions (approximately 100 basis points) as well as lapping temporary subsidies provided by the CARES Act and CEWS (approximately 140 basis points). These were partially offset by sales leverage as well as pricing (approximately 390 basis points), sourcing savings (approximately 80 basis points), lower restructuring activity expenses (approximately 40 basis points) and benefits from the closure of lower-performing stores (approximately 40 basis points).
For the two quarters ended April 3, 2022 compared with the two quarters ended March 28, 2021
Revenues
North America total net revenues for the first two quarters of fiscal 2022 increased $1.9 billion, or 20% primarily due to a 15% increase in comparable store sales ($1.3 billion) driven by a 9% increase in transactions and a 6% increase in average ticket. Also contributing to these increases were the performance of new stores compared to the closure of underperforming stores in prior year including stores related to our restructuring plan ($287 million) and higher product and equipment sales to and royalty revenues from our licensees ($268 million), primarily due to business recovery from impact of the COVID-19 pandemic.
Operating Margin
North America operating income for the first two quarters of fiscal 2022 increased 19% to $2.0 billion, compared to $1.7 billion for the same period in fiscal 2021. Operating margin decreased 20 basis points to 18.0%, primarily due to investments in labor including enhancements in retail store partner wages and benefits (approximately 310 basis points) and increased spend on new partner training and support costs to address labor market conditions (approximately 120 basis points), higher supply chain costs resulting from inflationary pressures (approximately 300 basis points) and lapping temporary subsidies provided by the CARES Act and CEWS (approximately 90 basis points). These were partially offset by sales leverage as well as pricing (approximately 300 basis points), lower restructuring activity expenses (approximately 100 basis points), sourcing savings (approximately 80 basis points) and benefits from the closure of lower-performing stores (approximately 50 basis points).

37

International (1)
 Quarter EndedTwo Quarters Ended
 Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
As a % of International
Total Net Revenues
As a % of International
Total Net Revenues
Net revenues:
Company-operated stores$1,340.4 $1,384.7 $(44.3)78.7 %84.6 %$2,848.7 $2,826.4 $22.3 79.6 %85.2 %
Licensed stores342.5 226.9 115.6 20.1 13.9 677.4 452.2 225.2 18.9 13.6 
Other19.5 25.4 (5.9)1.1 1.6 52.3 40.4 11.9 1.5 1.2 
Total net revenues1,702.4 1,637.0 65.4 100.0 100.0 3,578.4 3,319.0 259.4 100.0 100.0 
Product and distribution costs580.5 528.0 52.5 34.1 32.3 1,196.4 1,064.2 132.2 33.4 32.1 
Store operating expenses689.3 620.2 69.1 40.5 37.9 1,386.9 1,248.6 138.3 38.8 37.6 
Other operating expenses39.5 32.0 7.5 2.3 2.0 78.7 67.6 11.1 2.2 2.0 
Depreciation and amortization expenses133.4 143.4 (10.0)7.8 8.8 266.5 283.4 (16.9)7.4 8.5 
General and administrative expenses79.6 82.1 (2.5)4.7 5.0 170.9 167.2 3.7 4.8 5.0 
Total operating expenses1,522.3 1,405.7 116.6 89.4 85.9 3,099.4 2,831.0 268.4 86.6 85.3 
Income from equity investees0.6 26.8 (26.2)— 1.6 1.3 53.0 (51.7)— 1.6 
Operating income$180.7 $258.1 $(77.4)10.6 %15.8 %$480.3 $541.0 $(60.7)13.4 %16.3 %
Store operating expenses as a % of company-operated stores revenue51.4 %44.8 %48.7 %44.2 %
(1)International licensed stores revenue, total net revenues, product and distribution costs, other operating expenses, general and administrative expenses, total operating expenses and operating income for the quarter and two quarters ended March 28, 2021, have been restated to conform with current period presentation.
For the quarter ended April 3, 2022 compared with the quarter ended March 28, 2021
Revenues
International total net revenues for the second quarter of fiscal 2022 increased $65 million, or 4%, primarily due to 751 net new Starbucks company-operated store openings, or an 11% increase over the past 12 months ($104 million). Additionally, there were higher product sales to and royalty revenues from our licensees ($89 million), primarily due to continuing improvement of our licensees from the COVID-19 pandemic. Also contributing to the increase was the conversion of our Korea market from a joint venture to a fully licensed market in the fourth quarter of fiscal 2021 ($40 million). These increases were partially offset by an 8% decline in comparable store sales ($108 million), driven by a 5% decrease in average ticket and a 3% decrease in customer transactions, primarily attributable to COVID-19 related restrictions in China and lapping the prior-year VAT benefit as well as unfavorable foreign currency translation ($53 million).
Operating Margin
International operating income for the second quarter of fiscal 2022 decreased 30% to $181 million, compared to $258 million in the second quarter of fiscal 2021. Operating margin decreased 520 basis points to 10.6%, primarily due to strategic initiatives, largely in China (approximately 180 basis points), an increase in product and distribution costs from a sales mix shift (approximately 160 basis points), investments and growth in retail store partner wages and benefits (approximately 130 basis points), lower temporary government subsidies (approximately 90 basis points) and increased supply chain costs due to inflationary pressures (approximately 50 basis points). These decreases were partially offset by lower amortization expenses (approximately 80 basis points).
38

For the two quarters ended April 3, 2022 compared with the two quarters ended March 28, 2021
Revenues
International total net revenues for the first two quarters of fiscal 2022 increased $259 million, or 8%, primarily due to 751 net new Starbucks® company-operated stores, or an 11% increase over the past 12 months ($217 million). Additionally, there were higher product sales to and royalty revenues from our licensees ($166 million), primarily due to continuing improvement of our licensees from the COVID-19 pandemic. Also contributing to the increase was the conversion of our Korea market from a joint venture to a fully licensed market in the fourth quarter of fiscal 2021 ($79 million). These increases were partially offset by a 6% decline in comparable store sales ($151 million), driven by a 5% decrease in average ticket primarily attributable to COVID-19 related restrictions in China and lapping the prior-year VAT benefit in China as well as unfavorable foreign currency translation ($70 million).
Operating Margin
International operating income for the first two quarters of fiscal 2022 decreased 11% to $480 million, compared to $541 million for the same period in fiscal 2021. Operating margin decreased 290 basis points to 13.4%, primarily due to strategic initiatives, largely in China (approximately 140 basis points), investments and growth in retail store partner wages and benefits (approximately 130 basis points), an increase in product and distribution costs from a sales mix shift (approximately 120 basis points) and increased supply chain costs due to inflationary pressures (approximately 50 basis points). These decreases were partially offset by lower amortization expenses (approximately 80 basis points).
Channel Development 
Quarter EndedTwo Quarters Ended
 Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
Apr 3,
2022
Mar 28,
2021
$
Change
Apr 3,
2022
Mar 28,
2021
As a % of Channel Development
Total Net Revenues
As a % of Channel Development
Total Net Revenues
Net revenues$463.1 $369.9 $93.2 $880.1 $741.2 $138.9 
Product and distribution costs300.5 231.9 68.6 64.9 %62.7 %559.3 465.4 93.9 63.5 %62.8 %
Other operating expenses10.7 13.1 (2.4)2.3 3.5 22.0 24.1 (2.1)2.5 3.3 
Depreciation and amortization expenses— 0.3 (0.3)— 0.1 — 0.6 (0.6)— 0.1 
General and administrative expenses2.5 2.3 0.2 0.5 0.6 5.8 4.5 1.3 0.7 0.6 
Total operating expenses313.7 247.6 66.1 67.7 66.9 587.1 494.6 92.5 66.7 66.7 
Income from equity investees48.5 50.3 (1.8)10.5 13.6 88.1 106.7 (18.6)10.0 14.4 
Operating income$197.9 $172.6 $25.3 42.7 %46.7 %$381.1 $353.3 $27.8 43.3 %47.7 %
For the quarter ended April 3, 2022 compared with the quarter ended March 28, 2021
Revenues
Channel Development total net revenues for the second quarter of fiscal 2022 increased $93 million, or 25%, primarily due to higher Global Coffee Alliance product sales and royalty revenue ($77 million) and volume growth in our ready-to-drink businesses ($18 million).
Operating Margin
Channel Development operating income for the second quarter of fiscal 2022 increased 15% to $198 million, compared to $173 million in the second quarter of fiscal 2021. Operating margin decreased 400 basis points to 42.7%, primarily due to business mix shift driven by growth in the Global Coffee Alliance.
For the two quarters ended April 3, 2022 compared with the two quarters ended March 28, 2021
39

Revenues
Channel Development total net revenues for the first two quarters of fiscal 2022 increased $139 million, or 19%, primarily due to higher Global Coffee Alliance product sales and royalty revenue ($107 million) and volume growth in our ready-to-drink businesses ($34 million).
Operating Margin
Channel Development operating income for the first two quarters of fiscal 2022 increased 8% to $381 million, compared to $353 million for the same period in fiscal 2021. Operating margin decreased 440 basis points to 43.3%, primarily due to a decline in our North American Coffee Partnership joint venture income due to supply chain constraints and inflationary pressures as well as a business mix shift.
Corporate and Other (1)    
 Quarter EndedTwo Quarters Ended
 Apr 3,
2022
Mar 28,
2021
$
Change
%
Change
Apr 3,
2022
Mar 28,
2021
$
Change
%
Change
Net revenues:
Other$24.4 $22.6 $1.8 8.0 %$49.5 $43.1 $6.4 14.8 %
Total net revenues24.4 22.6 1.8 8.0 49.5 43.1 6.4 14.8 
Product and distribution costs20.8 19.4 1.4 7.2 43.6 38.4 5.2 13.5 
Other operating expenses4.4 3.4 1.0 29.4 7.4 7.1 0.3 4.2 
Depreciation and amortization expenses32.3 37.0 (4.7)(12.7)65.2 73.7 (8.5)(11.5)
General and administrative expenses328.1 302.3 25.8 8.5 682.6 616.3 66.3 10.8 
Total operating expenses385.6 362.1 23.5 6.5 798.8 735.5 63.3 8.6 
Operating loss$(361.2)$(339.5)$(21.7)6.4 %$(749.3)$(692.4)$(56.9)8.2 %
(1)Corporate and other general and administrative expenses, total operating expenses and operating loss for the quarter and two quarters ended March 28, 2021, have been restated to conform with current period presentation.
Corporate and Other primarily consists of our unallocated corporate expenses, as well as Evolution Fresh. Unallocated corporate expenses include corporate administrative functions that support the operating segments but are not specifically attributable to or managed by any segment and are not included in the reported financial results of the operating segments.
For the quarter ended April 3, 2022 compared with the quarter ended March 28, 2021
Corporate and Other operating loss increased to $361 million for the second quarter of fiscal 2022, or 6%, compared to $340 million for the second quarter of fiscal 2021. This increase was primarily driven by incremental investments in technology ($22 million), increased partner wages and benefits ($12 million) and increased support costs to address labor market conditions ($10 million). These increases were partially offset by lower performance-based compensation ($26 million).
For the two quarters ended April 3, 2022 compared with the two quarters ended March 28, 2021
Corporate and Other operating loss increased to $749 million for the first two quarters of fiscal 2022, or 8%, compared to $692 million for the same period in fiscal 2021. This increase was primarily driven by incremental investments in technology ($45 million), increased partner wages and benefits ($21 million) and increased support costs to address labor market conditions ($11 million). These increases were partially offset by lower performance-based compensation ($24 million).
40

Quarterly Store Data
Our store data for the periods presented is as follows:
 Net stores opened/(closed) and transferred during the period  
 Quarter EndedTwo Quarters EndedStores open as of
Apr 3,
2022
Mar 28,
2021
Apr 3,
2022
Mar 28,
2021
Apr 3,
2022
Mar 28,
2021
North America
Company-operated stores54 (209)93 (289)9,954 9,820 
Licensed stores(16)20 50 6,972 6,881 
Total North America (1)
38 (189)100 (239)16,926 16,701 
International
Company-operated stores102 123 315 308 7,587 6,836 
Licensed stores173 71 382 214 10,117 9,406 
Total International (1)
275 194 697 522 17,704 16,242 
Total Company313 5 797 283 34,630 32,943 
(1)North America and International licensed stores as of March 28, 2021, have been recast as a result of our fiscal 2021 operating segment reporting structure realignment.
Financial Condition, Liquidity and Capital Resources
Investment Overview
Our cash and investments totaled $4.3 billion as of April 3, 2022 and $6.9 billion as of October 3, 2021. We actively manage our cash and investments in order to internally fund operating needs, make scheduled interest and principal payments on our borrowings, make acquisitions and return cash to shareholders through common stock cash dividend payments and share repurchases. Our investment portfolio primarily includes highly liquid available-for-sale securities, including corporate debt securities and government treasury securities (foreign and domestic). As of April 3, 2022, approximately $2.9 billion of cash was held in foreign subsidiaries.
Borrowing Capacity
Revolving Credit Facility
Our $3 billion unsecured five-year revolving credit facility (the "2021 credit facility"), of which $150 million may be used for issuances of letters of credit, is currently set to mature on September 16, 2026. The 2021 credit facility is available for working capital, capital expenditures and other corporate purposes, including acquisitions and share repurchases. We have the option, subject to negotiation and agreement with the related banks, to increase the maximum commitment amount by an additional $1.0 billion.
Borrowings under the 2021 credit facility will bear interest at a variable rate based on LIBOR, and, for U.S. dollar-denominated loans under certain circumstances, a Base Rate (as defined in the 2021 credit facility), in each case plus an applicable margin. The applicable margin is based on the Company’s long-term credit ratings assigned by the Moody’s and Standard & Poor’s rating agencies. The 2021 credit facility contains alternative interest rate provisions specifying rate calculations to be used at such time LIBOR ceases to be available as a benchmark due to reference rate reform. The “Base Rate” is the highest of (i) the Federal Funds Rate (as defined in the 2021 credit facility) plus 0.050%, (ii) Bank of America’s prime rate and (iii) the Eurocurrency Rate (as defined in the 2021 credit facility) plus 1.000%.
The 2021 credit facility contains provisions requiring us to maintain compliance with certain covenants, including a minimum fixed charge coverage ratio, which measures our ability to cover financing expenses. As of April 3, 2022, we were in compliance with all applicable covenants. No amounts were outstanding under our 2021 credit facility as of April 3, 2022 or October 3, 2021.
Commercial Paper
Under our commercial paper program, we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $3.0 billion, with individual maturities that may vary but not exceed 397 days from the date of issue. Amounts outstanding under the commercial paper program are required to be backstopped by available commitments under the 2021 credit facility discussed above. The proceeds from borrowings under our commercial paper program may be used for
41

working capital needs, capital expenditures and other corporate purposes, including, but not limited to, business expansion, payment of cash dividends on our common stock and share repurchases. As of April 3, 2022 and October 3, 2021, we had no borrowings outstanding under our commercial paper program. Our total contractual borrowing capacity for general corporate purposes was $3 billion as of the end of our second quarter of fiscal 2022.
Credit facilities in Japan
Additionally, we hold Japanese yen-denominated credit facilities for the use of our Japan subsidiary. These are available for working capital needs and capital expenditures within our Japanese market.
A ¥5 billion, or $41.1 million, credit facility is currently set to mature on December 31, 2022. Borrowings under such credit facility are subject to terms defined within the facility and will bear interest at a variable rate based on TIBOR plus an applicable margin of 0.400%.
A ¥10 billion, or $82.2 million, credit facility is currently set to mature on March 27, 2023. Borrowings under such credit facility are subject to terms defined within the facility and will bear interest at a variable rate based on TIBOR plus an applicable margin of 0.350%.
As of April 3, 2022 and October 3, 2021, we had no borrowings outstanding under these Japanese yen-denominated credit facilities.
See Note 7, Debt, to the consolidated financial statements included in Item 1 of Part I of this 10-Q for details of the components of our long-term debt.
Our ability to incur new liens and conduct sale and leaseback transactions on certain material properties is subject to compliance with terms of the indentures under which the long-term notes were issued. As of April 3, 2022, we were in compliance with all applicable covenants.
Use of Cash
We expect to use our available cash and investments, including, but not limited to, additional potential future borrowings under the credit facilities, commercial paper program and the issuance of debt to support and invest in our core businesses, including investing in new ways to serve our customers and supporting our store partners, repaying maturing debts, as well as returning cash to shareholders through common stock cash dividend payments and discretionary share repurchases and investing in new business opportunities related to our core and developing businesses. Furthermore, we may use our available cash resources to make proportionate capital contributions to our investees. We may also seek strategic acquisitions to leverage existing capabilities and further build our business. Acquisitions may include increasing our ownership interests in our investees. Any decisions to increase such ownership interests will be driven by valuation and fit with our ownership strategy.
We believe that net future cash flows generated from operations and existing cash and investments both domestically and internationally combined with our ability to leverage our balance sheet through the issuance of debt will be sufficient to finance capital requirements for our core businesses as well as shareholder distributions for at least the next 12 months. We are currently not aware of any trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact our capital needs during or beyond the next 12 months. We have borrowed funds and continue to believe we have the ability to do so at reasonable interest rates; however, additional borrowings would result in increased interest expense in the future. In this regard, we may incur additional debt, within targeted levels, as part of our plans to fund our capital programs, including cash returns to shareholders through future dividends and discretionary share repurchases as well as investing in new business opportunities. If necessary, we may pursue additional sources of financing, including both short-term and long-term borrowings and debt issuances.
We regularly review our cash positions and our determination of indefinite reinvestment of foreign earnings. In the event we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S. state income taxes, which could be material. We do not anticipate the need for repatriated funds to the U.S. to satisfy domestic liquidity needs.
During the second quarter of fiscal 2022, our Board of Directors approved a quarterly cash dividend to shareholders of $0.49 per share to be paid on May 27, 2022 to shareholders of record as of the close of business on May 13, 2022.
During the first quarter of fiscal 2022, we resumed our share repurchase program which was temporarily suspended in March 2020. During the two quarters ended April 3, 2022, we repurchased 36.3 million shares of common stock for $4.0 billion. On March 15, 2022, we announced that our Board of Directors authorized the repurchase of up to an additional 40 million shares under our ongoing share repurchase program. On April 4, 2022, we announced a temporary suspension of our share repurchase program to allow us to augment investments in our stores and partners. Repurchases pursuant to this program were last made on April 1, 2022. As of April 3, 2022, 52.6 million shares remained available for repurchase under current authorizations.
42

Other than normal operating expenses, cash requirements for the remainder of fiscal 2022 are expected to consist primarily of capital expenditures for investments in our new and existing stores, our supply chain and corporate facilities as well as repayment of debt maturities due later this fiscal year. Total capital expenditures for fiscal 2022 are expected to be approximately $2 billion.
In the MD&A included in the 10-K, we disclosed that we had $33.7 billion of current and long-term material cash requirements as of October 3, 2021. There have been no material changes to our material cash requirements during the period covered by this 10-Q outside of the normal course of our business.
Cash Flows
Cash provided by operating activities was $2.0 billion for the first two quarters of fiscal 2022, compared to $2.7 billion for the same period in fiscal 2021. The change was primarily due to net cash used by changes in operating assets and liabilities, partially offset by higher net earnings.
Cash used in investing activities for the first two quarters of fiscal 2022 totaled $881 million, compared to cash used in investing activities of $579 million for the same period in fiscal 2021. The change was primarily due to an increase in spend on capital expenditures.
Cash used in financing activities for the first two quarters of fiscal 2022 totaled $3.7 billion compared to cash used by financing activities of $2.7 billion for the same period in fiscal 2021. The increase was primarily due to resuming our share repurchase program, partially offset by net proceeds from issuance of long-term debt.
Commodity Prices, Availability and General Risk Conditions
Commodity price risk represents our primary market risk, generated by our purchases of green coffee and dairy products, among other items. We purchase, roast and sell high-quality arabica coffee and related products and risk arises from the price volatility of green coffee. In addition to coffee, we also purchase significant amounts of dairy products to support the needs of our company-operated stores. The price and availability of these commodities directly impact our results of operations, and we expect commodity prices, particularly coffee, to impact future results of operations. For additional details, see Product Supply in Item 1 of the 10-K, as well as Risk Factors in Item 1A of the 10-K.
Seasonality and Quarterly Results
Our business is subject to moderate seasonal fluctuations, of which our fiscal second quarter typically experiences lower revenues and operating income. However, the COVID-19 pandemic may have an impact on consumer behaviors and customer traffic that result in changes in the seasonal fluctuations of our business. Additionally, as our stored value cards are issued to and loaded by customers during the holiday season, we tend to have higher cash flows from operations during the first quarter of the fiscal year. However, since revenues from our stored value cards are recognized upon redemption and not when cash is loaded, the impact of seasonal fluctuations on the consolidated statements of earnings is much less pronounced. As a result of moderate seasonal fluctuations, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 1, Summary of Significant Accounting Policies and Estimates, to the consolidated financial statements included in Item 1 of Part I of this 10-Q, for a detailed description of recent accounting pronouncements.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in the commodity price risk, foreign currency exchange risk, equity security price risk or interest rate risk discussed in Item 7A of the 10-K.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
During the second quarter of fiscal 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our interim chief executive officer and our chief financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
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Based upon that evaluation, our interim chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report (April 3, 2022).
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Table of Contents
PART II — OTHER INFORMATION
Item 1.Legal Proceedings
See Note 13, Commitments and Contingencies, to the consolidated financial statements included in Item 1 of Part I of this 10-Q for information regarding certain legal proceedings in which we are involved.
Item 1A.Risk Factors
In addition to the other information set forth in this 10-Q, you should carefully consider the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in our 10-K and Part II, Item 1A. Risk Factors in our first quarter 2022 Form 10-Q, which could materially adversely affect our business, financial condition, or future results. There have been no material changes to the risk factors disclosed our 10-K and our first quarter 2022 Form 10-Q.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Information regarding repurchases of our common stock during the quarter ended April 3, 2022:
Total
Number of
Shares
Purchased
Average
Price
Paid per
Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs(2)
Maximum
Number of
Shares that May
Yet Be
Purchased
Under the Plans
or Programs(3)
Period (1)
January 3, 2022 - January 30, 20221,650,000 $102.83 1,650,000 16,129,441 
January 31, 2022 - February 27, 20221,432,263 94.55 1,432,263 14,697,178 
February 28, 2022 - April 3, 20222,125,000 88.02 2,125,000 52,572,178 
Total5,207,263 $94.51 5,207,263 
(1)Monthly information is presented by reference to our fiscal months during the second quarter of fiscal 2022.
(2)Share repurchases are conducted under our ongoing share repurchase program announced in September 2001, which has no expiration date. On March 15, 2022, our Board of Directors authorized the repurchase of up to an additional 40 million shares under our ongoing share repurchase program. On April 4, 2022, we announced a temporary suspension of our share repurchase program. Repurchases pursuant to this program were last made on April 1, 2022.
(3)This column includes the total number of shares available for repurchase under our ongoing share repurchase program. Shares under our ongoing share repurchase program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act, or through privately negotiated transactions. The timing, manner, price and amount of repurchases will be determined at our discretion and the share repurchase program may be suspended, terminated or modified at any time for any reason.
Item 3.Defaults upon Senior Securities
None.
Item 4.Mine Safety Disclosures
Not applicable.
Item 5.Other Information
None.
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Item 6.Exhibits
  Incorporated by Reference 
Exhibit
No.
Exhibit DescriptionFormFile No.
Date of
Filing
Exhibit Number
Filed
Herewith
10-Q000-2032204/28/20153.1
8-K000-2032203/19/20213.1
8-K000-2032202/14/20224.2
8-K000-2032202/14/20224.3
8-K000-2032202/14/20224.4
X
8-K000-2032204/05/202210.1
X
X
101
The following financial statements from the Company's 10-Q for the fiscal quarter ended April 3, 2022, 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
104Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)X

* Denotes a management contract or compensatory plan or arrangement.
** Furnished herewith.


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SIGNATURES
Pursuant to the requirements 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.
May 3, 2022
 
STARBUCKS CORPORATION
By:/s/ Rachel Ruggeri
Rachel Ruggeri
executive vice president, chief financial officer
Signing on behalf of the registrant and as
principal financial officer

47

STARBUCKS CORPORATION
2005 LONG-TERM EQUITY INCENTIVE PLAN
(Effective February 9, 2005, as amended and restated by the Company’s shareholders 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, as amended and restated by the Board on September 11, 2018, and as amended and restated by the Company’s shareholders effective March 16, 2022)



ii


iii



iv


STARBUCKS CORPORATION
2005 LONG-TERM EQUITY INCENTIVE PLAN
PART I
PURPOSE, ADMINISTRATION AND RESERVATION OF SHARES
Section 1. Purpose of the Plan. The purposes of this Plan are (a) to attract and retain the most talented Partners, officers and Directors available, and (b) to promote the growth and success of the Company’s business, (i) by aligning the long-term interests of Partners, officers and Directors with those of the shareholders by providing an opportunity to acquire an interest in the Company and (ii) by providing both rewards for exceptional performance and long term incentives for future contributions to the success of the Company and its Subsidiaries.
The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Awards, Restricted Stock, Restricted Stock Units, or SARs, at the discretion of the Committee. Each Award will be subject to conditions specified in the Plan and in the terms of the Award Agreement, such as continued employment or satisfaction of performance criteria.
This Plan will serve as a framework for the Committee to establish sub-plans or procedures governing the grants to Partners, Directors and Consultants and Partners working outside of the United States.
Section 2. Definitions. As used herein, the following definitions shall apply:
(a)2022 Annual Meeting” shall mean the 2022 Annual Meeting of Shareholders.
(b)Active Status” shall mean (i) for Partners, the absence of any interruption or termination of service as a Partner, (ii) for Directors, that the Director has not been removed from the Board for cause (as determined by the Company’s shareholders), and (iii) for Consultants, the absence of any interruption, expiration, or termination of such person’s consulting or advisory relationship with the Company or any Subsidiary or the occurrence of any termination event as set forth in such person’s Award Agreement. Active Status shall not be considered interrupted (A) for a Partner in the case of sick leave, maternity leave, infant care leave, medical emergency leave, military leave, or any other leave of absence properly taken in accordance with the policies of the Company or any applicable Subsidiary as may be in effect from time to time, and (B) for a Consultant, in the case of any temporary interruption in such person’s availability to provide services to the Company or any Subsidiary which has been granted in writing by
1


an authorized officer of the Company. Whenever a mandatory severance period applies under applicable law with respect to a termination of service as a Partner, Active Status shall be considered terminated upon such Partner’s receipt of notice of termination in whatever form prescribed by applicable law.
(c)ASC 718” shall mean Accounting Standards Codification (ASC) Topic 718, “Stock Compensation,” as promulgated by the Financial Accounting Standards Board.
(d)Award” shall mean any award or benefits granted under the Plan, including Options, Stock Awards, Restricted Stock, Restricted Stock Units, and SARs.
(e)Award Agreement” shall mean a written or electronic agreement or other instrument as may be approved from time to time by the Committee setting forth the terms of the Award. An Award Agreement may be in the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Committee.
(f)Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
(g)Board” shall mean the Board of Directors of the Company.
(h)Change of Control” shall mean the first day that any one or more of the following conditions shall have been satisfied:
(i) the sale, liquidation or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions;
(ii) an acquisition (other than directly from the Company) of any outstanding voting securities by any person, after which such person (as the term is used for purposes of Section 13(d) or 14(d) of the Exchange Act) has Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding voting securities of the Company, other than a Board approved transaction;
(iii) during any 12-consecutive month period, the individuals who, at the beginning of such period, constitute the Board (“Incumbent Directors”) cease for any reason other than death to constitute at least a majority of the members of the Board; provided however that except as set forth in this Section 2(h)(iii), an individual who becomes a member of the Board subsequent to the beginning of the 12-month period, shall be deemed to have satisfied such 12-month requirement and shall be deemed an
2


Incumbent Director if such Director was elected by or on the recommendation of or with the approval of at least two-thirds of the Directors who then qualified as Incumbent Directors either actually (because they were Directors at the beginning of such period) or by operation of the provisions of this section; if any such individual initially assumes office as a result of or in connection with either an actual or threatened solicitation with respect to the election of Directors (as such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitations of proxies or consents by or on behalf of a person other than the Board, then such individual shall not be considered an Incumbent Director; or
(iv) a merger, consolidation or reorganization of the Company, as a result of which the shareholders of the Company immediately prior to such merger, consolidation or reorganization own directly or indirectly immediately following such merger, consolidation or reorganization less than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from such merger, consolidation or reorganization.
(i)Code” shall mean the Internal Revenue Code of 1986, as amended.
(j)Committee” shall mean the Compensation and Management Development Committee appointed by the Board.
(k)Common Stock” shall mean the common stock of the Company, par value $0.001 per share, subject to adjustment as provided in Section 5.
(l)Company” shall mean Starbucks Corporation, a Washington corporation, and any successor thereto.
(m)Consultant” shall mean any person, except a Partner, engaged by the Company or any Subsidiary of the Company, to render personal services to such entity, including as an advisor, pursuant to the terms of a written agreement.
(n)Director” shall mean a member of the Board.
(o)Disability” shall mean (i) in the case of a Participant whose employment with the Company or a Subsidiary is subject to the terms of an employment or consulting agreement that includes a definition of “Disability,” the term “Disability” as used in this Plan shall have the meaning set forth in such employment or consulting agreement during the period that such employment or consulting agreement remains in effect; and (ii) in all other cases, the term “Disability” as used in this Plan shall have the same meaning as set forth under the Company’s long-term disability plan applicable to the
3


Participant as may be amended from time to time, and in the event the Company does not maintain any such plan with respect to a Participant, a physical or mental condition resulting from bodily injury, disease or mental disorder which renders the Participant incapable of continuing his or her usual and customary employment with the Company or a Subsidiary, as the case may be, for a period of not less than 120 days or such other period as may be required by applicable law.
(p)Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(q)Executive Officers” shall mean the officers of the Company as such term is defined in Rule 16a-1 under the Exchange Act.
(r)Fair Market Value” shall mean the closing price per share of the Common Stock on Nasdaq as to the date specified (or the previous trading day if the date specified is a day on which no trading occurred), or if Nasdaq shall cease to be the principal exchange or quotation system upon which the shares of Common Stock are listed or quoted, then such exchange or quotation system as the Company elects to list or quote its shares of Common Stock and that the Committee designates as the Company’s principal exchange or quotation system.
(s)FLSA” shall mean the Fair Labor Standards Act of 1938, as amended.
(t)Incentive Stock Option” shall mean any Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.
(u)Independent Director” shall mean a Director who: (1) meets the independence requirements of Nasdaq, or if Nasdaq shall cease to be the principal exchange or quotation system upon which the shares of Common Stock are listed or quoted, then such exchange or quotation system as the Company elects to list or quote its shares of Common Stock and that the Committee designates as the Company’s principal exchange or quotation system; (2) qualifies as a “non-employee director” under Rule 16b-3 promulgated under the Exchange Act; and (3) satisfies independence criteria under any other applicable laws or regulations relating to the issuance of Shares to Partners.
(v)Maximum Annual Participant Award” shall have the meaning set forth in Section 6(b).
4


(w)Misconduct” shall mean any of the following; provided, however, that with respect to Non-Employee Directors “Misconduct” shall mean subsection (viii) only:
(i) any material breach of an agreement between the Participant and the Company or any Subsidiary which, if curable, has not been cured within twenty (20) days after the Participant has been given written notice of the need to cure such breach, or which breach, if previously cured, recurs;
(ii) willful unauthorized use or disclosure of confidential information or trade secrets of the Company or any Subsidiary by the Participant;
(iii) the Participant’s continued willful and intentional failure to satisfactorily perform Participant’s essential responsibilities, provided that the Participant has been given at least thirty (30) days’ written notice of the need to cure the failure and cure has not been effected within that time period, or which failure, if previously cured, recurs;
(iv) material failure of the Participant to comply with rules, policies or procedures of the Company or any Subsidiary as they may be amended from time to time, provided that the Participant has been given at least thirty (30) days’ written notice of the need to cure the failure, if such failure is curable, and cure has not been effected within that time period, or which failure, if previously cured, recurs;
(v) Participant’s dishonesty, fraud or gross negligence related to the business or property of the Company or any Subsidiary;
(vi) personal conduct that is materially detrimental to the business of the Company or any Subsidiary;
(vii) conviction of or plea of nolo contendere to a felony; or
(viii) in the case of Non-Employee Directors, the removal from the Board for cause (as determined by the Company’s shareholders).
(x)Nasdaq” shall mean The Nasdaq Stock Market, Inc.
(y)Nominating and Corporate Governance Committee” shall mean the Nominating and Corporate Governance Committee appointed by the Board.
(z)Non-Employee Director” shall mean a Director who is not a Partner.
(aa)Nonqualified Stock Option” shall mean an Option that does not qualify or is not intended to qualify as an Incentive Stock Option.
5


(ab)Option” shall mean a stock option granted pursuant to Section 10 of the Plan.
(ac)Optionee” shall mean a Participant who has been granted an Option.
(ad)Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(ae)Participant” shall mean a Partner, Director or Consultant granted an Award.
(af)Partner” shall mean any person, including an officer, who is a common law employee of, receives remuneration for personal services to, is reflected on the official human resources database as an employee of, and is on the payroll of the Company or any Subsidiary of the Company. A person is on the payroll if he or she is paid from or at the direction of the payroll department of the Company, or any Subsidiary of the Company. Persons providing services to the Company, or to any Subsidiary of the Company, pursuant to an agreement with a staff leasing organization, temporary workers engaged through or employed by temporary or leasing agencies, and workers who hold themselves out to the Company, or a Subsidiary to which they are providing services as being independent contractors, or as being employed by or engaged through another company while providing the services, and persons covered by a collective bargaining agreement (unless the collective bargaining agreement applicable to the person specifically provides for participation in this Plan) are not Partners for purposes of this Plan and do not and cannot participate in this Plan, whether or not such persons are, or may be reclassified by the courts, the Internal Revenue Service, the U.S. Department of Labor, or other person or entity as, common law employees of the Company, or any Subsidiary, either solely or jointly with another person or entity.
(ag)Performance Criteria” shall have the meaning set forth in Section 11(b).
(ah)Plan” shall mean this Starbucks Corporation 2005 Long-Term Equity Incentive Plan, including any amendments thereto.
(ai)Plan Minimum Vesting Requirements” shall mean the minimum vesting requirements set forth under Plan Section 6(d) hereunder.
(aj)Reprice” shall mean the reduction of the exercise price of Options or SARs previously awarded, and, at any time when the exercise price of Options or SARs is above the Fair Market Value of a share of Common Stock, the cancellation and re-grant or the exchange of such outstanding Options or SARs for either cash or a new Award with a lower (or no) exercise price.
6


(ak)Resignation (or Resign) for Good Reason” shall mean any voluntary termination by written resignation of the Active Status of any Partner after a Change of Control because of: (1) a material reduction in the Partner’s authority, responsibilities or scope of employment; (2) an assignment of duties to the Partner inconsistent with the Partner’s role at the Company (including its Subsidiaries) prior to the Change of Control, (3) a reduction in the Partner’s base salary or total incentive compensation; (4) a material reduction in the Partner’s benefits unless such reduction applies to all Partners of comparable rank; or (5) the relocation of the Partner’s primary work location more than fifty (50) miles from the Partner’s primary work location prior to the Change of Control; provided that the Partner’s written notice of voluntary resignation must be tendered within one (1) year after the Change of Control, and shall specify which of the events described in (1) through (5) resulted in the resignation.
(al)Restricted Stock” shall mean a grant of Shares pursuant to Section 11 of the Plan.
(am)Restricted Stock Units” shall mean a grant of the right to receive Shares or their cash equivalent (or both) pursuant to Section 11 of the Plan.
(an)Retirement” shall mean, (i) with respect to any Partner, voluntary termination of employment after attainment of age 55 and at least ten (10) years of credited service with the Company or any Subsidiary (but only during the time the Subsidiary was a Subsidiary), as determined by the Committee in its sole discretion, and (ii) with respect to any Non-Employee Director, ceasing to be a Director pursuant to election by the Company’s shareholders or by voluntary resignation with the approval of the Board’s chair after having attained the age of 55 years and served continuously on the Board for at least six years.
(ao)SAR” shall mean a stock appreciation right awarded pursuant to Section 12 of the Plan.
(ap)SEC” shall mean the Securities and Exchange Commission.
(aq)Share” shall mean one share of Common Stock, as adjusted in accordance with Section 5 of the Plan.
(ar)Stand-Alone SARs” shall have the meaning set forth in Section 12(c) of the Plan.
(as)Stock Award” shall mean an award of fully vested Shares granted pursuant to Section 11 of the Plan.
7


(at)Subcommittee” shall have the meaning set forth in Section 3(d).
(au)Subsidiary” shall mean (1) in the case of an Incentive Stock Option a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, and (2) in the case of a Nonqualified Stock Option, Restricted Stock, a Restricted Stock Unit or a SAR, in addition to a subsidiary corporation as defined in (1), (A) a limited liability company, partnership or other entity in which the Company controls fifty percent (50%) or more of the voting power or equity interests, or (B) an entity with respect to which the Company possesses the power, directly or indirectly, to direct or cause the direction of the management and policies of that entity, whether through the Company’s ownership of voting securities, by contract or otherwise.
(av)Tandem SARs” shall have the meaning set forth in Section 12(b) of the Plan.
Section 3. Administration of the Plan.
(a) Authority. The Plan shall be administered by the Committee. The Committee shall have full and exclusive power to administer the Plan on behalf of the Board, subject to such terms and conditions as the Committee may prescribe. Notwithstanding anything herein to the contrary, the Committee’s power to administer the Plan, and actions the Committee takes under the Plan, shall be subject to the limitation that certain actions may be subject to review and approval by either the full Board or a panel consisting of all of the Independent Directors of the Company.
(b) Powers of the Committee. Subject to the other provisions of this Plan, the Committee shall have the authority, in its discretion:
(i) to grant Incentive Stock Options, Nonqualified Stock Options, Stock Awards, Restricted Stock, Restricted Stock Units, and SARs to Participants and to determine the terms and conditions of such Awards, including the determination of the Fair Market Value of the Shares and the exercise price, and to modify or amend each Award, with the consent of the Participant when required;
(ii) to determine the Participants, to whom Awards, if any, will be granted hereunder, the timing of such Awards, and the number of Shares to be represented by each Award;
(iii) to construe and interpret the Plan and the Awards granted hereunder;
(iv) to prescribe, amend, and rescind rules and regulations relating to the Plan, including the forms of Award Agreement and manner of acceptance of an Award, and to
8


take or approve such further actions as it determines necessary or appropriate to the administration of the Plan and Awards, such as correcting a defect or supplying any omission, or reconciling any inconsistency so that the Plan or any Award Agreement complies with applicable law, regulations and listing requirements and so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of Nasdaq, disruption of communications or natural catastrophe) deemed by the Committee to be inconsistent with the purposes of the Plan or any Award Agreement, provided that no such action shall be taken absent shareholder approval to the extent required under Section 14;
(v) to establish performance criteria for Awards made pursuant to the Plan in accordance with a methodology established by the Committee, and to determine whether performance goals have been attained;
(vi) to accelerate or defer (with the consent of the Participant) the exercise or vested date of any Award;
(vii) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted by the Committee;
(viii) to establish sub-plans, procedures or guidelines for the grant of Awards to Partners, Directors, Consultants and Partners working outside of the United States; and
(ix) to make all other determinations deemed necessary or advisable for the administration of the Plan;
provided that, no consent of a Participant is necessary under clauses (i) or (vi) if a modification, amendment, acceleration, or deferral, in the reasonable judgment of the Committee confers a benefit on the Participant or is made pursuant to an adjustment in accordance with Section 5.
(c) Effect of Committee’s Decision. All decisions, determinations, and interpretations of the Committee shall be final and binding on all Participants, the Company (including its Subsidiaries), any shareholder and all other persons.
(d) Delegation. Consistent with the Committee’s charter, as such charter may be amended from time to time, and subject to applicable law, the Committee may delegate (i) to one or more separate committees consisting of members of the Committee or other Directors (any such committee a “Subcommittee”), or (ii) to an Executive Officer of the Company, the ability to grant Awards and take the other actions described in Section 3(b) with respect to Participants who are not Executive Officers, and such
9


actions shall be treated for all purposes as if taken by the Committee; provided that the grant of Awards shall be made in accordance with parameters established by the Committee. Any action by any such Subcommittee or Executive Officer within the scope of such delegation shall be deemed for all purposes to have been taken by the Committee.
(e) Administration. The Committee may delegate the administration of the Plan to an officer or officers of the Company, and such administrator(s) may have the authority to directly, or under their supervision, execute and distribute agreements or other documents evidencing or relating to Awards granted by the Committee under this Plan, to maintain records relating to the grant, vesting, exercise, forfeiture or expiration of Awards, to process or oversee the issuance of Shares upon the exercise, vesting and/or settlement of an Award, to interpret the terms of Awards and to take such other actions as the Committee may specify. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and references in this Plan to the Committee shall include any such administrator, provided that the actions and interpretations of any such administrator shall be subject to review and approval, disapproval or modification by the Committee.
Section 4. Shares Subject to the Plan.
(a) Reservation of Shares. Subject to the provisions of Section 5 of the Plan, the number of shares authorized for issuance under the Plan pursuant to Awards granted on or after October 3, 2021 shall be 106,035,135 plus any shares that on October 3, 2021 are subject to outstanding awards under the Plan that after such date cease to be subject to such awards for any reason other than such awards having been exercised. Subject to the provisions of Section 5 of the Plan, the maximum aggregate number of Shares (adjusted, proportionately, in the event of any stock split or stock dividend with respect to the Shares) which may be granted as Incentive Stock Options under the Plan shall not exceed 69,612,358. The aggregate number of Shares available for issuance under the Plan will be reduced by 2.1 Shares for each Share delivered in settlement of any Stock Award or any award of Restricted Stock or Restricted Stock Unit and one Share for each Share delivered in settlement of an Option or a SAR. If an Award expires, is forfeited, is settled in cash or becomes unexercisable for any reason without having been exercised in full, the undelivered Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future Awards under the Plan. Notwithstanding the foregoing, Shares subject to an Award under this Plan may not again be made available for issuance under this Plan if such Shares are: (i) shares that were subject to a stock-settled SAR and were not issued upon the net settlement or net exercise of such SAR, (ii) shares used to pay the exercise or purchase
10


price of an Award, (iii) shares delivered to or withheld by the Company to pay the withholding taxes related to an Award, or (iv) shares repurchased on the open market with the proceeds of an Option exercise. Any Shares that become available for grant pursuant to this Section 4(a) shall be added back as one Share if such shares were subject to Options or SARs granted under this Plan, and as 2.1 Shares if such shares were subject to Awards other than Options or SARs granted under this Plan. The Shares may be authorized but unissued, or reacquired shares of Common Stock.
(b) Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Company completes the corporate action relating to the grant of such Award and all conditions to the grant have been satisfied, provided that conditions to the exercise of an Award shall not defer the date of grant. Notice of a grant shall be given to each Participant to whom an Award is so granted within a reasonable time after the determination has been made.
(c) Securities Law Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated under either such Act, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
(d) Substitutions and Assumptions. The Board or the Committee shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies, provided such substitutions and assumptions are permitted by Section 424 of the Code and the regulations promulgated thereunder. The number of Shares reserved pursuant to Section 4(a) may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.
Section 5. Adjustments to Shares Subject to the Plan. If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and/or the price per Share covered by outstanding Awards under the Plan, (iii) the Maximum Annual Participant Award, and (iv) the
11


maximum number of Shares that can be granted as Incentive Stock Options under the Plan. The Committee may also make adjustments described in (i)-(iv) of the previous sentence in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 5, the Committee may take into account such factors as it deems appropriate, including the restrictions of applicable law and the potential tax consequences of an adjustment, and in light of such factors may make adjustments that are not uniform or proportionate among outstanding Awards. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Committee shall be final, binding and conclusive. For purposes of this Section 5, conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.”
Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.
PART II
TERMS APPLICABLE TO ALL AWARDS
Section 6. General Eligibility.
(a) Awards. Awards may be granted to Participants who are Partners, Directors or Consultants; provided however that Incentive Stock Options may only be granted to Partners.
(b) Maximum Annual Participant Award. Subject to adjustment pursuant to Section 5, the aggregate number of Shares with respect to which an Award or Awards may be granted to any one Participant in any one taxable year of the Company (the “Maximum Annual Participant Award”) shall not exceed 10,000,000 shares of Common Stock. If an Option is in tandem with a SAR, such that the exercise of the Option or SAR with respect to a Share cancels the tandem SAR or Option right, respectively, with respect to each Share, the tandem Option and SAR rights with respect to each Share shall be counted as covering but one Share for purposes of the Maximum Annual Participant Award.
(c) No Employment/Service Rights. Nothing in the Plan shall confer upon any Participant the right to an Award or to continue in service as a Partner or Consultant for any period of specific duration, or interfere with or otherwise restrict in any way the
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rights of the Company (or any Subsidiary employing or retaining such person), or of any Participant, which rights are hereby expressly reserved by each, to terminate such person’s services at any time for any reason, with or without cause.
(d) Plan Minimum Vesting Requirements. All Awards granted under the Plan after the 2022 Annual Meeting will not vest in whole or in part prior to the one-year anniversary of the date of grant (excluding, for this purpose, any (i) Awards that are substituted or assumed pursuant to Section 4(d) and (ii) Awards to Non-Employee Directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of shareholders, which is at least 50 weeks after the immediately preceding annual meeting of shareholders); provided, however, that up to 5% of the Shares available for future distribution under the Plan immediately following the 2022 Annual Meeting may be granted pursuant to Awards without such Plan Minimum Vesting Requirement. Nothing in this Section 6(d) shall limit (i) the Committee’s ability to grant Awards that are subject to agreements providing for accelerated vesting on a termination of employment or service or to otherwise accelerate vesting, or (ii) any rights to accelerated vesting in connection with a (A) Change of Control as described in Section 9 (including vesting acceleration in connection with employment termination following such event), (B) the death of the Participant, (C) the Disability of the Participant, or (D) the Participant’s Retirement, whether set forth in the Plan, an agreement or otherwise.
(e) Fractional Shares. For the avoidance of doubt, fractional Options, Stock Awards, Restricted Stock, Restricted Stock Units, and SARs, and fractional Shares may be issued pursuant to this Plan or in settlement of Awards granted under the Plan, and adjustments made under Section 5 may result in fractional Shares.
Section 7. Procedure for Exercise of Awards; Rights as a Shareholder.
(a) Procedure. An Award shall be exercised when written, electronic or verbal notice of exercise has been given to the Company, or the brokerage firm or firms approved by the Company to facilitate exercises and sales under this Plan, in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised has been received by the Company or the brokerage firm or firms, as applicable. The notification to the brokerage firm shall be made in accordance with procedures of such brokerage firm approved by the Company. Full payment may, as authorized by the Committee, consist of any consideration and method of payment allowable under Section 7(b) of the Plan. The Company shall issue (or cause to be issued) such share certificate promptly upon exercise of the Award. In the event that the exercise of an Award is treated in part
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as the exercise of an Incentive Stock Option and in part as the exercise of a Nonqualified Stock Option pursuant to Section 10(a), the Company shall issue a share certificate evidencing the Shares treated as acquired upon the exercise of an Incentive Stock Option and a separate share certificate evidencing the Shares treated as acquired upon the exercise of a Nonqualified Stock Option, and shall identify each such certificate accordingly in its share transfer records. No adjustment will be made for a dividend or other right for which the record date is prior to the date the share certificate is issued, except as provided in Section 5 of the Plan.
(b) Method of Payment. The consideration to be paid for any Shares to be issued upon exercise or other required settlement of an Award, including the method of payment, shall be determined by the Committee and which forms may include: (i) with respect to an Option, a request that the Company or the designated brokerage firm conduct a cashless exercise of the Option; (ii) cash; (iii) tender of shares of Common Stock owned by the Participant; and (iv) withholding of shares of Common Stock that otherwise would be issued upon exercise or settlement of the Award, in each case, in accordance with rules established by the Committee from time to time. Shares used to pay the exercise price shall be valued at their Fair Market Value on the exercise date.
(c) Withholding Obligations. To the extent required by applicable federal, state, local or foreign law, the Committee may and/or a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to any Incentive Stock Option, Nonqualified Stock Option, SAR, Stock Award, Restricted Stock or Restricted Stock Units, or any sale of Shares. The Company shall not be required to issue Shares or to recognize the disposition of such Shares until such obligations are satisfied. These obligations may be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued to a Participant under such Award or by tendering Shares previously acquired by the Participant in accordance with rules established by the Committee from time to time. The value of the Shares so withheld or tendered shall be equal to the amount required to be withheld under applicable tax laws, subject to applicable accounting guidance. The Fair Market Value of the Shares to be withheld or tendered will be determined based on such methodology that the Company deems to be reasonable and in accordance with applicable law.
(d) Shareholder Rights. Except as otherwise provided in this Plan, until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the share certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall
14


exist with respect to the Shares subject to the Award, notwithstanding the exercise of the Award.
(e) Non-Transferability of Awards. An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in exchange for consideration, except that an Award may be transferred by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant; unless the Committee permits further transferability, on a general or specific basis, in which case the Committee may impose conditions and limitations on any permitted transferability.
Section 8. Expiration of Awards.
(a) Expiration, Termination or Forfeiture of Awards. Unless otherwise provided in this Plan or in the applicable Award Agreement or any severance or employment agreement, unvested Awards granted under this Plan shall expire, terminate, or otherwise be forfeited immediately upon termination of a Participant’s Active Status for any reason, and vested Awards granted under this Plan shall expire, terminate, or otherwise be forfeited as follows:
(i) three (3) months after the date the Company delivers a notice of termination of Active Status for a Participant other than a Non-Employee Director, other than in circumstances covered by (ii), (iii), (iv) or (v) below; or thirty-six (36) months after the date a Non-Employee Director ceases to be a Director, other than in circumstances covered by (ii) and (iv) below;
(ii) immediately upon termination of a Participant’s Active Status for Misconduct;
(iii) twelve (12) months after the date on which a Participant other than a Non-Employee Director ceased performing services as a result of his or her total and permanent Disability;
(iv) twelve (12) months after the date of the death of a Participant whose Active Status terminated as a result of his or her death; and
(v) thirty-six (36) months after the date on which the Participant ceased performing services as a result of Retirement.
(b) Extension of Term. Notwithstanding subsection (a) above, the Committee shall have the authority to extend the expiration date of any outstanding Option, other than an Incentive Stock Option, or SAR in circumstances in which it deems such action
15


to be appropriate (provided that no such extension shall extend the term of an Option or SAR beyond the date on which the Option or SAR would have expired if no termination of the Partner’s Active Status had occurred).
Section 9. Effect of Change of Control. Notwithstanding any other provision in the Plan to the contrary, the following provisions shall apply unless otherwise provided in the most recently executed agreement between the Participant and the Company, or specifically prohibited under applicable laws, or by the rules and regulations of any applicable governmental agencies or national securities exchanges or quotation systems.
(a) Acceleration. Awards of a Participant shall be Accelerated (as defined in Section 9(b) below) as follows:
(i) With respect to Non-Employee Directors, upon the occurrence of a Change of Control;
(ii) With respect to any Partner, upon the occurrence of a Change of Control described in Section 2(h)(i);
(iii) With respect to any Partner who Resigns for Good Reason or whose Active Status is terminated within one year after a Change of Control described in Section 2(h)(ii) or (iii);
(iv) With respect to any Partner, upon the occurrence of a Change of Control described in Section 2(h)(iv) in connection with which each Award is not assumed or an equivalent award substituted by such successor entity or a parent or subsidiary of such successor entity; and
(v) With respect to any Partner who Resigns for Good Reason or whose Active Status is terminated within one year after a Change of Control described in Section 2(h)(iv) in connection with which each Award is assumed or an equivalent award substituted by the successor entity or a parent or subsidiary of such successor entity.
(b) Definition. For purposes of this Section 9, Awards of a Participant being “Accelerated” means, with respect to such Participant:
(i) any and all Options and SARs shall become fully vested and immediately exercisable (with any performance-based Options and SARs for which the performance
16


period has not yet been completed, vesting at the target level specified in the award agreement), and shall remain exercisable throughout their entire term;
(ii) any restriction periods and restrictions imposed on Restricted Stock or Restricted Stock Units that are not performance-based shall lapse;
(iii) any restriction periods and restrictions imposed on Restricted Stock or Restricted Stock Units that are performance-based (and for which the performance period has not yet been completed) shall lapse, with such performance-based criteria deemed achieved at the target level specified in the Award Agreement; and
(iv) the restrictions and deferral limitations and other conditions applicable to any other Awards shall lapse, and such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant.
PART III
SPECIFIC TERMS APPLICABLE TO OPTIONS, STOCK AWARDS AND SARS
Section 10. Grant, Terms and Conditions of Options.
(a) Designation. Each Option shall be designated in an Award Agreement as either an Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Partner during any calendar year (under all plans of the Company) exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. Options shall be taken into account in the order in which they were granted.
(b) Terms of Options. The term of each Incentive Stock Option shall be no more than ten (10) years from the date of grant. However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns Shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the term of the Option shall be no more than five (5) years from the date of grant. The term of all Nonqualified Stock Options shall be no more than ten (10) years from the date of grant.
(c) Option Exercise Prices.
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(i) The per Share exercise price under an Incentive Stock Option shall be as follows:
(A)If granted to a Partner who, at the time of the grant of such Incentive Stock Option, owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.
(B)If granted to any other Partner, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.
(ii) The per Share exercise price under a Nonqualified Stock Option or SAR shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
(iii) In no event shall the Board or the Committee be permitted to Reprice an Option after the date of grant without shareholder approval.
(d) Vesting. Unless otherwise provided in the applicable Award Agreement or any written severance or employment agreement between the Company and the Optionee, to the extent Options vest and become exercisable in increments, such Options shall cease vesting as of the date of the Optionee’s Disability or termination of such Optionee’s Active Status (or, for Directors, as of the date the Director ceases to serve as a Director) for reasons other than Retirement or death, and, in case of such Optionee’s termination of Active Status (or, for Directors, the Director’s ceasing to serve as a Director) due to Retirement or death, such Options shall become fully vested and immediately exercisable.
(e) Substitution of SARs for Options. Notwithstanding anything in this Plan to the contrary, if the Company is required to or elects to record as an expense in its consolidated statements of earnings the cost of Options pursuant to ASC 718 or a similar accounting requirement, the Committee shall have the sole discretion to substitute, without receiving Participants’ permission, SARs paid only in stock for outstanding Options; provided, the terms of the substituted SARs are the same as the terms of the Options, the number of shares underlying the number of SARs equals the number of shares underlying the Options and the difference between the Fair Market Value of the underlying Shares and the grant price of the SARs is equivalent to the difference between the Fair Market Value of the underlying shares and the exercise price of the Options.
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(f) Exercise. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Committee at the time of grant, and as are permissible under the terms of the Plan, including but not limited to, the Performance Criteria set forth in Section 11(b).
Section 11. Grant, Terms and Conditions of Stock Awards, Restricted Stock and Restricted Stock Units.
(a) Designation. Stock Awards, Restricted Stock or Restricted Stock Units may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. Restricted Stock or Restricted Stock Units (but no other Awards under this Plan) may include dividend or dividend equivalent rights, as may be specified in the Award Agreement; provided, however, that dividends or dividend equivalent rights shall not be paid currently with respect to any Shares underlying awards of Restricted Stock or Restricted Stock Units, except to the extent that such Shares are earned. After the Committee determines that it will offer a Stock Award, Restricted Stock or Restricted Stock Units, it will advise the Participant in writing or electronically, by means of an Award Agreement, of the terms, conditions and restrictions, including vesting, if any, related to the offer, including the number of Shares that the Participant shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the Participant must accept the offer. The offer shall be accepted by execution of an Award Agreement or as otherwise directed by the Committee. Payment, if any, of a Stock Award, Restricted Stock and Restricted Stock Units may be made as permitted by Section 7(b). Restricted Stock Units can be settled in Shares valued at Fair Market Value on the settlement date, in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate. The term of each award of Restricted Stock or Restricted Stock Units shall be at the discretion of the Committee.
(b) Performance Criteria. Restricted Stock and Restricted Stock Units may be subject to the attainment of performance goals relating to the Performance Criteria selected by the Committee and specified at the time such Restricted Stock and Restricted Stock Units are granted. For purposes of this Plan, “Performance Criteria” means one or more of the following (as selected by the Committee): (i) cash flow; (ii) earnings per share, as adjusted for any stock split, stock dividend or other recapitalization; (iii) earnings measures; (iv) return on equity; (v) total shareholder return; (vi) share price performance, as adjusted for any stock split, stock dividend or other recapitalization; (vii) return on capital; (viii) revenue; (ix) income; (x) operating or profit margin; (xi) return on operating revenue; (xii) brand recognition/acceptance; (xiii) customer satisfaction; (xiv) productivity; (xv) expense targets; (xvi) market share; (xvii) cost control measures; (xiii) inventory turns or cycle time; (xix) balance sheet
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metrics; (xx) strategic initiatives; (xxi) store count; (xxii) comparable store sales; or (xxiii) environmental, social and governance goals; provided, however, that “Performance Criteria” shall include any derivations of these Performance Criteria (e.g., income shall include pre-tax income, net income, operating income, etc.). Any of these Performance Criteria may be used to measure the performance of the Company as a whole or any business unit or division of the Company. Performance Criteria may be stated in absolute terms or relative to comparison companies or indices to be achieved during a period of time.
The Committee may provide, at the time it establishes performance goals for any award (as well as at any time when the achievement of the performance goals remains substantially uncertain), that any evaluation of performance shall include or exclude any one or more of the following events that occurs during a performance period: (i) significant acquisitions or dispositions of businesses or assets by the Company, (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (iv) any reorganization and restructuring programs; (v) the effect of items that are unusual in nature or occur infrequently as determined under generally accepted accounting principles; (vi) significant, non-recurring charges or credits; (vii) foreign exchange rates; and (viii) any such other events that are determined to be appropriate by the Committee, which would result in objective and non-discretionary adjustments.
(c) Vesting. Unless the Committee determines otherwise, the Award Agreement shall provide for the forfeiture of the non-vested Shares underlying Restricted Stock or Restricted Stock Units upon the termination of a Participant’s Active Status. To the extent that the Participant purchased the Shares granted under such Restricted Stock or Restricted Stock Units and any such Shares remain non-vested at the time the Participant’s Active Status terminates, the termination of Active Status shall cause an immediate sale of such non-vested Shares to the Company at the original price per Share paid by the Participant.
Section 12. Grant, Terms and Conditions of SARs.
(a) Grants. The Committee shall have the full power and authority, exercisable in its sole discretion, to grant SARs to selected Participants. The Committee is authorized to grant both tandem stock appreciation rights, consisting of SARs with underlying Options (“Tandem SARs”), and stand-alone stock appreciation rights (“Stand-Alone SARs”) as described below. The terms of SARs shall be at the discretion of the Committee. In no event shall the Board or the Committee be permitted to Reprice a SAR after the date of grant without shareholder approval.
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(b) Tandem SARs.
(i) Participants may be granted a Tandem SAR, exercisable upon such terms and conditions as the Committee shall establish, to elect between the exercise of the underlying Option for Shares or the surrender of the Option in exchange for a distribution from the Company in an amount equal to the excess of (A) the Fair Market Value (on the Option surrender date) of the number of Shares in which the Participant is at the time vested under the surrendered Option (or surrendered portion thereof) over (B) the aggregate exercise price payable for such vested Shares.
(ii) No such Option surrender shall be effective unless it is approved by the Committee, either at the time of the actual Option surrender or at any earlier time. If the surrender is so approved, then the distributions to which the Participant shall become entitled under this Section 12(b) may be made in Shares valued at Fair Market Value (on the Option surrender date), in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate.
(iii) If the surrender of an Option is not approved by the Committee, then the Participant shall retain whatever rights he or she had under the surrendered Option (or surrendered portion thereof) on the Option surrender date and may exercise such rights at any time prior to the later of (A) five (5) business days after the receipt of the rejection notice or (B) the last day on which the Option is otherwise exercisable in accordance with the terms of the instrument evidencing such Option, but in no event may such rights be exercised more than ten (10) years after the date of the Option grant.
(c) Stand-Alone SARs.
(i) A Participant may be granted a Stand-Alone SAR not tied to any underlying Option under Section 10 of the Plan. The Stand-Alone SAR shall cover a specified number of Shares and shall be exercisable upon such terms and conditions as the Committee shall establish. Upon exercise of the Stand-Alone SAR, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of (A) the aggregate Fair Market Value (on the exercise date) of the Shares underlying the exercised right over (B) the aggregate base price in effect for those Shares.
(ii) The number of Shares underlying each Stand-Alone SAR and the base price in effect for those Shares shall be determined by the Committee at the time the Stand-Alone SAR is granted. In no event, however, may the base price per Share be less than the Fair Market Value per underlying Share on the grant date.
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(iii) The distribution with respect to an exercised Stand-Alone SAR may be made in Shares valued at Fair Market Value on the exercise date, in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate.
(iv) The term of all Stand-Alone SARs shall be no more than ten (10) years from the date of grant.
(d) Exercised SARs. The Shares issued in settlement of any SARs exercised under this Section 12, and the Shares underlying any exercised SARs that were not issued in settlement of the SAR, shall not be available for subsequent issuance under the Plan.
PART IV
TERM OF PLAN AND SHAREHOLDER APPROVAL
Section 13. Term of Plan. The Plan shall continue in effect until terminated under Section 14 of the Plan. No Incentive Stock Options may be granted after November 9, 2031.
Section 14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board or the Committee may amend or terminate the Plan from time to time in such respects as the Board may deem advisable (including, but not limited to amendments which the Board deems appropriate to enhance the Company’s ability to claim deductions related to stock option exercises); provided that to the extent required by the Code or the rules of Nasdaq or the SEC, shareholder approval shall be required for any amendment of the Plan. Subject to the foregoing, it is specifically intended that the Board or Committee may amend the Plan without shareholder approval to comply with legal, regulatory and listing requirements and to avoid unanticipated consequences deemed by the Committee to be inconsistent with the purpose of the Plan or any Award Agreement.
(b) Participants in Foreign Countries. The Committee shall have the authority to adopt such modifications, procedures, and sub-plans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.
(c) Effect of Amendment or Termination. Any amendment or termination of the Plan shall not impair the rights of holders of Awards and such Awards shall remain in full
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force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Participant and the Committee, which agreement must be in writing and signed by the Participant and the Company.
Section 15. Shareholder Approval. The effectiveness of the Plan is subject to approval by the shareholders of the Company in accordance with applicable Nasdaq rules.
PART V
OTHER PROVISIONS
Section 16. No Liability of Company. The Company and any Subsidiary that is in existence or hereafter comes into existence shall not be liable to a Participant or any other person as to: (i) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder; and (ii) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Award granted hereunder.
Section 17. Other Policies. Each Award may be subject to the terms and conditions of any other policy (and any amendments thereto) adopted by the Company from time to time, which may include any policy related to the vesting or transfer of equity awards. Whether any such policy will apply to a particular Award may depend, among other things, on when the Award was granted, whom the Award was granted to, and the type of Award.
Section 18. Non-Exclusivity of Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including without limitation, the granting of Stock Awards, Restricted Stock, Restricted Stock Units, or Options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
Section 19. Governing Law. This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the state of Washington and applicable federal law. Any reference in this Plan or in the agreement or other document evidencing any Award to a provision of law or to a rule or regulation
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shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

24

Exhibit 31.1

CERTIFICATION 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

I, Howard Schultz, certify that: 
1.I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2022, of Starbucks Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2022
 
/s/ Howard Schultz
Howard Schultz
interim chief executive officer




Exhibit 31.2

CERTIFICATION 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

I, Rachel Ruggeri, certify that: 
1.I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2022, of Starbucks Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2022
 
/s/ Rachel Ruggeri
Rachel Ruggeri
executive vice president, chief financial officer




Exhibit 32

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Starbucks Corporation (“Starbucks”) on Form 10-Q for the fiscal quarter ended April 3, 2022, as filed with the Securities and Exchange Commission on May 3, 2022 (the “Report”), Howard Schultz, interim chief executive officer of Starbucks, and Rachel Ruggeri, executive vice president, chief financial officer of Starbucks, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge:
 
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Starbucks.

May 3, 2022
 
/s/ Howard Schultz
Howard Schultz
interim chief executive officer

May 3, 2022
 
/s/ Rachel Ruggeri
Rachel Ruggeri
executive vice president, chief financial officer