8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2005

STARBUCKS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Washington
(State or Other Jurisdiction of
Incorporation or Organization) 0-20322
(Commission File Number) 91-1325671
(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 5.03 Amendments to Articles of Incorporation or Bylaws.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.1
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

Item 1.01 Entry into a Material Definitive Agreement.

     On September 21, 2005, the Board of Directors (the “Board”) of Starbucks Corporation (the “Company”), upon a recommendation from the Compensation and Management Development Committee of the Board, established both objective and individual performance goals for performance-based bonuses payable in respect of the fiscal year ending October 1, 2006 (“Fiscal 2006”) to the executive officers of the Company under the Company’s Executive Management Bonus Plan (the “EMB Plan”). Target bonuses for the Company’s chairman and the Company’s president and chief executive officer are based on achievement of an objective performance goal only. Target bonuses for all other executive officers of the Company are weighted so that 80% of the target bonus is based on an objective performance goal and 20% is based on individual performance goals.

     The objective performance goal for each of the executive officers is based on the Company’s earnings per share for Fiscal 2006, excluding the impact of any (i) significant acquisitions or dispositions of businesses by the Company, (ii) one-time, non-operating charges or (iii) accounting changes (including the Company’s adoption of accounting standards requiring expensing equity compensation, effective the first quarter of Fiscal 2006, and the Company’s early adoption of any accounting change mandated by any governing body, organization or authority); and adjusted for any stock split, stock dividend or other recapitalization (such measure, the “Adjusted Earnings Per Share”). Individual performance goals vary depending on the Company’s strategic plan initiatives and the responsibilities of the positions held by the executive officers. Relative weights assigned to each individual performance goal typically range from 5% to 35% of the portion of the bonus attributable to achievement of individual performance goals. The Fiscal 2006 target bonus amounts and weighting between the objective and individual performance goals for each executive officer are set forth in the table below.

	Target Bonus (as a	Objective	Individual
	Percentage of	Performance Goals	Performance Goals
Executive Officer	Salary)	Weight	Weight
chairman	100%	100%	0%
president and chief executive officer	100%	100%	0%
division presidents	65%	80%	20%
executive vice presidents	50%	80%	20%

     The terms of the EMB Plan permit bonus payouts in excess of the target bonus in the event that the Company’s actual financial performance is better than the objective performance goal. Because of this fact, for Fiscal 2006, each executive officer’s bonus could be up to 200% of the target amount. The specific Adjusted Earnings Per Share levels required for increased bonus payouts are based on a scale approved by the independent directors of the Board upon a recommendation by the Compensation and Management Development Committee.

     The following is an example of how a maximum allowable payout of 200% of the target amount could affect total bonus payouts for Fiscal 2006. This example is included for illustrative purposes only and does not represent a forecast or target by the Company of expected Adjusted Earnings Per Share for Fiscal 2006.

     Because each executive vice president participating in the EMB Plan has a target bonus of 50% of base salary, and because 80% of that target bonus is allocated to achieving the objective performance goal and 20% of that target bonus is allocated to achieving the individual performance goals, the target bonus attributed to achieving the objective performance goal is 40% of base salary (i.e., 80% x 50% = 40%) and the target bonus attributed to achievement of the individual performance goals is 10% of base salary (i.e., 20% x 50% = 10%). If Adjusted Earnings Per Share for Fiscal 2006 were at a level permitting a payout of 200% of the target bonus, each executive vice president participating in the EMB Plan would be eligible to receive 100% of his or her base salary (80% for achieving the objective performance goal (200% x 40%) and 20% for achieving the individual performance goals (200% x 10%), assuming the executive vice president achieved all of his or her individual performance goals).

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On September 20, 2005, Javier G. Teruel, 55, was elected to the Board as a Class 2 Director by the other members of the Board. The Board also appointed Mr. Teruel to the Audit and Compliance Committee. Mr. Teruel has served as Vice Chairman of Colgate-Palmolive Company since July 2004, where he is responsible for reviewing and sharpening Colgate-Palmolive’s worldwide strategy and for the operations of its Hill’s Pet Nutrition Division. After joining Colgate in Mexico in 1971, Mr. Teruel advanced through marketing and management positions in Latin America, later becoming Vice President of Body Care in Global Business Development in New York, and President and General Manager of Colgate-Mexico. Subsequently, Mr. Teruel served as President of Colgate-Europe, followed by Chief Growth Officer responsible for the Company’s growth functions. Before being appointed Vice Chairman in July 2004, Mr. Teruel had most recently been Colgate-Palmolive’s Executive Vice President responsible for Asia, Central Europe, Africa, and Hill’s Pet Nutrition. A copy of the press release issued September 22, 2005 announcing the election of Mr. Teruel is attached hereto as Exhibit 99.1.

     There are no family relationships between Mr. Teruel and any director or executive officer of the Company or any of its subsidiaries, nor has Mr. Teruel or any member of his immediate family engaged in any related party transaction with the Company since the beginning of the Company’s last fiscal year.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

     On September 21, 2005, the Company filed Articles of Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Secretary of State of the State of Washington in order to increase the authorized number of shares of common stock of the Company from 600,000,000 to 1,200,000,000. The Board approved the increase in the number of authorized shares of common stock in connection with a two-for-one forward stock split of the outstanding shares of the Company’s common stock, to be effected by a stock dividend that will be paid on October 21, 2005 to all shareholders of record as of October 3, 2005. The effective date of the Articles of Amendment was September 21, 2005. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01 Other Events.

     On September 20, 2005, the Board authorized the repurchase by the Company of up to an additional five million shares of its common stock (ten million shares after giving effect to the two-for-one stock split). A copy of the press release announcing the authorized share repurchase is attached as Exhibit 99.2 and is incorporated by reference herein.

     On September 21, 2005, the Company issued a press release announcing that the Board had declared a two-for-one forward stock split to be effected by a stock dividend that will be paid on October 21, 2005 to all shareholders of record as of October 3, 2005. A copy of the press release announcing the stock split is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
3.1	Articles of Amendment filed with the Secretary of State of the State of Washington on September 21, 2005.
10.1	Starbucks Corporation Executive Management Bonus Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2004).
99.1	Press release, dated September 22, 2005, announcing the election of Javier G. Teruel as a director of the Company.
99.2	Press release, dated September 22, 2005, announcing an increase in the Company’s authorized share repurchase amounts.
99.3	Press release, dated September 21, 2005, announcing a two-for-one forward stock split.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	STARBUCKS CORPORATION
Dated: September 22, 2005	By:	/s/ Michael Casey
		Michael Casey
		executive vice president and chief financial officer Signing on behalf of the registrant and as principal financial officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Amendment filed with the Secretary of State of the State of Washington on September 21, 2005.
10.1	Starbucks Corporation Executive Management Bonus Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 22, 2004).
99.1	Press release, dated September 22, 2005, announcing the election of Javier G. Teruel as a director of the Company.
99.2	Press release, dated September 22, 2005, announcing an increase in the Company’s authorized share repurchase amounts.
99.3	Press release, dated September 21, 2005, announcing a two-for-one forward stock split.

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
STARBUCKS CORPORATION

     Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act, the undersigned corporation hereby submits the following amendment to the corporation’s Amended and Restated Articles of Incorporation:

1.	The name of the corporation is Starbucks Corporation.
2.	Article 4 is hereby amended and restated in its entirety to read as follows:

“ARTICLE 4. SHARES

     The corporation shall have authority to issue 1,207,500,000 shares of capital stock, of which 1,200,000,000 shares will be common stock, and, 7,500,000 shares will be preferred stock.

     4.1 Common Stock. The corporation shall have authority to issue up to 1,200,000,000 shares of common stock, $0.001 par value per share.

     4.2 Preferred Stock. The corporation shall have authority to issue up to 7,500,000 shares of preferred stock, $0.001 par value per share. The Board of Directors shall have all rights afforded by applicable law to establish series of said preferred shares, the rights and preferences of each such series to be set forth in appropriate resolutions of the Board of Directors.”

3.	The date of adoption of such amendment was September 20, 2005.
4.	The amendment was duly approved by the Board of Directors pursuant to RCW 23B.10.020; shareholder action was not required.

DATED: September 21, 2005.

STARBUCKS CORPORATION
By:	/s/ Michael Casey
	Michael Casey
	executive vice president, chief financial officer and chief administrative officer

EX-99.1

Exhibit 99.1

Contact: Lara Wyss
                 Starbucks Coffee Company
                 206-318-7100
                 lwyss@starbucks.com

Starbucks Appoints Javier G. Teruel to Board of Directors

Seattle; September 22, 2005 — Starbucks Corporation (Nasdaq: SBUX) announced today that Javier G. Teruel, vice chairman of the Colgate Palmolive Company, was elected to the Company’s Board of Directors on September 20. Additionally, Teruel will participate as a member of the audit committee.

He joins 11 current board members: Barbara Bass, Howard Behar, William Bradley, Jim Donald, Mellody Hobson, Olden Lee, Gregory Maffei, Howard Schultz, James Shennan, Jr., Myron Ullman, and Craig Weatherup.

“We are pleased that Javier has accepted our invitation to join our Board of Directors,” said Howard Schultz, chairman of the board of Starbucks. “With his extensive background, both domestically and internationally, Javier will be a valuable contributor to the company as we continue to grow and become locally relevant to consumers in every market we enter.”

Teruel, 55, has extensive experience in the consumer goods industry, serving as vice chairman of Colgate-Palmolive Company since July 2004. After joining Colgate in Mexico in 1971, he advanced through marketing and management positions in Latin America, later becoming vice president of Body Care in Global Business Development in New York, and president and general manager of Colgate-Mexico. Subsequently, Teruel served as president of Colgate-Europe, followed by chief growth officer responsible for the company’s growth functions. Prior to being appointed to his current position at Colgate-Palmolive, Teruel had most recently been executive vice president responsible for Asia, Central Europe, Africa, and Hill’s Pet Nutrition.

Starbucks Corporation is the leading retailer, roaster and brand of specialty coffee in the world, with more than 9,500 retail locations in North America, Latin America, Europe, the Middle East and the Pacific Rim. The Company is committed to offering the highest quality coffee and the Starbucks Experience while conducting its business in ways that produce social, environmental and economic benefits for communities in which it does business. In addition to its retail operations, the Company produces and sells bottled Frappuccino® coffee drinks, Starbucks DoubleShot® coffee drink, and a line of superpremium ice creams through its joint venture partnerships. The Company’s brand portfolio provides a wide variety of consumer products — innovative superpremium Tazo® teas and exceptional compact discs from Starbucks Hear Music™ enhance the Starbucks Experience through best-of-class products. The Seattle’s Best Coffee® and Torrefazione Italia® Coffee brands enable Starbucks to appeal to a broader consumer base by offering an alternative variety of coffee flavor profiles.

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EX-99.2

Exhibit 99.2

Starbucks Contact, Investor Relations:	Starbucks Contact, Media:
Mary Ellen Fukuhara 206-318-4025	May Kulthol 206-318-7100

Starbucks Announces Additional Stock Repurchase Authorization

SEATTLE; September 22, 2005 — Starbucks Corporation (Nasdaq: SBUX) today announced that its Board of Directors has authorized the repurchase of up to 5 million shares of the Company’s common stock. This authorization is in addition to the 7.2 million shares that remain available for repurchase under existing authorizations. Since the Company’s initial share repurchase program was authorized in September of 2001, Starbucks has repurchased a total of 35.7 million shares at a cost of $1.5 billion under authorized programs through Tuesday, September 20, 2005.

“This additional authorization reflects the continued strength of Starbucks balance sheet and our operating cash flow, which allows us to support the growth in the business and repurchase shares,” stated Michael Casey, chief financial officer at Starbucks.

Shares will be repurchased in the open market at times and amounts considered appropriate by the Company based on factors including price and market conditions. Additionally, the Company’s Board of Directors has authorized that purchases can be made under Rule 10b5-1 of the Securities Exchange Act of 1934. A Rule 10b5-1 plan allows Starbucks to repurchase its shares during periods when the Company would normally not be active in the market due to its own internal trading blackout periods. All such purchases must be made according to a predefined plan that is established when the Starbucks plan administrator is not aware of material non-public information.

Starbucks Corporation is the leading retailer, roaster and brand of specialty coffee in the world, with more than 9,500 retail locations in North America, Latin America, Europe, the Middle East and the Pacific Rim. The Company is committed to offering the highest quality coffee and the Starbucks Experience while conducting its business in ways that produce social, environmental and economic benefits for communities in which it does business. In addition to its retail operations, the Company produces and sells bottled Frappuccino® coffee drinks, Starbucks DoubleShot® espresso drink, and a line of superpremium ice creams through its joint venture partnerships. The Company’s brand portfolio provides a wide variety of consumer products — innovative superpremium Tazo® teas and exceptional compact discs from Starbucks Hear Music™ enhance the Starbucks Experience through best-of-class products. The Seattle’s Best Coffee® and Torrefazione Italia® coffee brands enable Starbucks to appeal to a broader consumer base by offering an alternative variety of coffee flavor profiles.

© 2005 Starbucks Coffee Company. All rights reserved.

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EX-99.3

Exhibit 99.3

Starbucks Contact, Investor Relations:	Starbucks Contact, Media:
Mary Ellen Fukuhara 206-318-4025	May Kulthol 206-318-7100

Starbucks Corporation Announces Fifth 2-for-1 Stock Split Since Initial Public Offering

SEATTLE; September 21, 2005 — Starbucks Corporation (Nasdaq: SBUX) today announced that its Board of Directors has declared a two-for-one stock split.

Shareholders of record as of October 3, 2005 will receive one additional share for each share held on the record date. The new shares will be payable on October 21, 2005. Starbucks common stock will begin trading on a split-adjusted basis on October 24, 2005. This is the fifth two-for-one split of the Company’s common stock since its initial public offering in 1992; the most recent stock split occurred in April 2001.

On a split-adjusted basis, the Company’s previously communicated earnings per share targets equate to $0.15 for the fourth quarter of fiscal 2005 and $0.60 for the full fiscal year 2005. For fiscal 2006, Starbucks split-adjusted earnings per share target range for the full year equates to $0.72 to $0.74. The Company continues to state all targets excluding any impact from expensing stock options. Starbucks plans to report its fiscal fourth quarter and year-end 2005 financial results on November 17, 2005.

Starbucks Corporation is the leading retailer, roaster and brand of specialty coffee in the world, with more than 9,500 retail locations in North America, Latin America, Europe, the Middle East and the Pacific Rim. The Company is committed to offering the highest quality coffee and the Starbucks Experience while conducting its business in ways that produce social, environmental and economic benefits for communities in which it does business. In addition to its retail operations, the Company produces and sells bottled Frappuccino® coffee drinks, Starbucks DoubleShot® espresso drink, and a line of superpremium ice creams through its joint venture partnerships. The Company’s brand portfolio provides a wide variety of consumer products — innovative superpremium Tazo® teas and exceptional compact discs from Starbucks Hear Music^™ enhance the Starbucks Experience through best-of-class products. The Seattle’s Best Coffee® and Torrefazione Italia® coffee brands enable Starbucks to appeal to a broader consumer base by offering an alternative variety of coffee flavor profiles.

This release includes a forward-looking statement regarding projected earnings per share results. This forward-looking statement is based on currently available operating, financial, and competitive information and is 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, coffee, dairy and other raw material prices and availability, successful execution of internal performance and expansion plans, fluctuations in U.S. and international economies and currencies, the impact of initiatives by competitors, the effect of legal proceedings, and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including the “Certain Additional Risks and Uncertainties” section of Starbucks Annual Report on Form 10-K/A for the fiscal year ended October 3, 2004. The Company assumes no obligation to update this forward-looking statement.

© 2005 Starbucks Coffee Company. All rights reserved.

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