true2024Q10000829224--09-29 0000829224 2023-10-01 2023-12-31 0000829224 2024-01-24 xbrli:shares
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM
10-Q/A
 
 
Amendment No. 1
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2023
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)
 
 
 
LOGO
 
Washington
 
91-1325671
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer
Identification No.)
2401 Utah Avenue South, Seattle, Washington 98134
(Address of principal executive offices, zip code)
(206)
447-1575
(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
 
Title
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, par value $0.001 per share   SBUX   Nasdaq 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 ☒ 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 ☒ 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 filer      Accelerated 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 
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 January 24, 2024
1,132.2 million
 
 
 

EXPLANATORY NOTE
Starbucks Corporation (the “Company”) is filing this Amendment No. 1 on Form
10-Q/A
(this “Amendment”) to its Quarterly Report on Form
10-Q
for the fiscal quarter ended December 31, 2023, which was originally filed with the Securities and Exchange Commission (the “SEC”) on January 30, 2024 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” by adding a Rule
10b5-1
trading arrangement entered into by Michael Conway, our group president, International and Channel Development, during the quarter ended December 31, 2023, which was inadvertently omitted from the disclosure included in the Original Filing.
In addition, as required by Rule
12b-15
of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule
13a-14(a)
or
15d-14(a)
of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K,
paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.
Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.
 
Item 5.
Other Information
Insider Adoption or Termination of Trading Arrangements:
During the fiscal quarter ended December 31, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule
10b5-1
trading arrangement” or
“non-Rule
10b5-1
trading arrangement,” as those terms are defined in Regulation
S-K,
Item 408, except as described in the table below:
 
Name & Title
  
Date Adopted
  
Character of

Trading

Arrangement
(1)
  
Aggregate Number of Shares of
Common Stock to be Purchased or
Sold Pursuant to Trading Arrangement
  
Duration
(6)
  
Other Material

Terms
  
Date

Terminated
Rachel Ruggeri,
executive vice president,
chief financial officer
   November 28, 2023    Rule
10b5-1

Trading
Arrangement
  
Up to $900,000 of shares to be sold
(2)
Plus
 
Up to 4,979 shares to be sold
(3)
 
Plus
 
Up to 2,165 shares to be sold
(4)
   December 3, 2024
(7)
   N/A    N/A
Michael Conway,
group president, International and Channel Development
   November 14, 2023    Rule
10b5-1

Trading
Arrangement
   Up to 13,000 shares to be sold
(5)
   October 31, 2024
(7)
   N/A    N/A
 
(1)
 
Except as indicated by footnote, each trading arrangement marked as a “Rule
10b5-1
Trading Arrangement” is intended to satisfy the affirmative defense of Rule
10b5-1(c),
as amended (the “Rule”).

(2)
 
Ms. Ruggeri’s trading plan provides for the sale of up to $300,000 of shares pursuant to each of three orders, to be entered in March, May, and August 2024, respectively, with such sales subject to a limit price of $80 per share during the applicable good-until-cancelled period for such order.
(3)
 
Ms. Ruggeri’s trading plan provides for the sale, on November 11, 2024, at market price, of up to 4,979 shares to be received by Ms. Ruggeri upon the vesting of performance-based RSUs in November 2024.
(4)
 
Ms. Ruggeri’s trading plan provides for the sale, on November 18, 2024, at market price, of up to up to 2,165 shares to be received by Ms. Ruggeri upon the vesting of time-based RSUs in November 2024.
(5)
 
Mr. Conway’s trading plan provides for the sale of up to 3,250 shares pursuant to each of four orders, to be entered in February, April, June, and August 2024, respectively, with such sales subject to a limit price of $80 per share during the applicable good-until-cancelled period for such order.
(6)
Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or the expiration of all of the orders relating to such trades, or (b) the date listed in the table. The trading arrangement marked as a “Rule
10b5-1
Trading Arrangement” only permits transactions upon expiration of the applicable mandatory
cooling-off
period under the Rule.
(7)
 
The arrangement also provides for automatic expiration in the event of the officer’s death, bankruptcy, or insolvency, notice from the officer or the officer’s agent of termination of the trading arrangement, or a determination by the broker that the trading arrangement has been terminated or that a breach by the officer has occurred or upon the broker’s exercise of its termination rights under the trading arrangement.

Item 6.
Exhibits
 
         
Incorporated by Reference
    
Exhibit
No.
  
Exhibit Description
  
Form
  
File No.
  
Date of
Filing
  
Exhibit
Number
  
Filed
Herewith
31.1
   Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    —     —     —     —     X
31.2
   Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    —     —     —     —     X
101
   Inline XBRL ("iXBRL") for the information under Part II, Item 5, “Other Information” of this Amendment No. 1 on Form 10-Q/A    —     —     —     —     X
104
   Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)    —     —     —     —     X

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.
February 16, 2024
 
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

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, Laxman Narasimhan, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q/A for the fiscal quarter ended December 31, 2023, of Starbucks Corporation; and

 

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.

Date: February 16, 2024

 

/s/ Laxman Narasimhan
Laxman Narasimhan
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/A for the fiscal quarter ended December 31, 2023, of Starbucks Corporation; and

 

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.

Date: February 16, 2024

 

/s/ Rachel Ruggeri
Rachel Ruggeri

executive vice president, chief financial

officer

v3.24.0.1
Cover - shares
shares in Millions
3 Months Ended
Dec. 31, 2023
Jan. 24, 2024
Document Information [Line Items]    
Entity Incorporation, State or Country Code WA  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Document Type 10-Q/A  
Document Quarterly Report true  
Amendment Flag true  
Document Period End Date Dec. 31, 2023  
Document Transition Report false  
Entity File Number 000-20322  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Trading Symbol SBUX  
Entity Central Index Key 0000829224  
Current Fiscal Year End Date --09-29  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   1,132.2
Entity Registrant Name Starbucks Corporation  
Entity Address, Address Line One 2401 Utah Avenue South  
Entity Address, City or Town Seattle  
Entity Address, State or Province WA  
Entity Address, Postal Zip Code 98134  
City Area Code 206  
Local Phone Number 447-1575  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Security Exchange Name NASDAQ  
Entity Tax Identification Number 91-1325671  
Amendment Description Starbucks Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023, which was originally filed with the Securities and Exchange Commission (the “SEC”) on January 30, 2024 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” by adding a Rule 10b5-1 trading arrangement entered into by Michael Conway, our group president, International and Channel Development, during the quarter ended December 31, 2023, which was inadvertently omitted from the disclosure included in the Original Filing. In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment. Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.  

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