UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

STARBUCKS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Washington		91-1325671
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification No.)

2401 Utah Avenue South, Seattle, Washington 98134
(Address of principal executive offices)

(206) 447-1575
(Registrant’s Telephone Number, including Area Code)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x       Accelerated filer o       Non-accelerated filer o

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

Yes o       No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title		Shares Outstanding as of May 10, 2006
Common Stock, par value $0.001 per share		767,492,289

 

 

STARBUCKS CORPORATION

FORM 10-Q

For the Quarterly Period Ended April 2, 2006

Table of Contents

				Page
PART I. FINANCIAL INFORMATION
Item 1		Financial Statements:
		Consolidated Statements of Earnings			1
		Consolidated Balance Sheets			2
		Consolidated Statements of Cash Flows			3
		Notes to Consolidated Financial Statements			4
Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 3		Quantitative and Qualitative Disclosures About Market Risk			26
Item 4		Controls and Procedures			26
PART II. OTHER INFORMATION
Item 1		Legal Proceedings			27
Item 2		Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 4		Submission of Matters to a Vote of Security Holders			27
Item 6		Exhibits			28
Signatures					29
Index to Exhibits					30
EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STARBUCKS CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except earnings per share)
(unaudited)

		13 Weeks Ended								26 Weeks Ended
		April 2,				April 3,				April 2,				April 3,
		2006				2005				2006				2005
Net revenues:
Company-operated retail		$	1,599,844			$	1,283,947			$	3,227,827			$	2,642,608
Specialty:
Licensing			202,354				161,292				421,504				318,505
Foodservice and other			83,624				73,477				170,583				147,147
Total specialty			285,978				234,769				592,087				465,652
Total net revenues			1,885,822				1,518,716				3,819,914				3,108,260
Cost of sales including occupancy costs			760,873				628,740				1,538,911				1,276,495
Store operating expenses			665,273				532,944				1,287,439				1,053,950
Other operating expenses			63,648				46,347				122,796				90,628
Depreciation and amortization expenses			94,508				87,772				185,796				166,331
General and administrative expenses			119,611				81,929				242,936				165,528
Subtotal operating expenses			1,703,913				1,377,732				3,377,878				2,752,932
Income from equity investees			19,985				16,294				39,705				29,105
Operating income			201,894				157,278				481,741				384,433
Interest and other income, net			3,063				4,014				3,411				9,136
Earnings before income taxes			204,957				161,292				485,152				393,569
Income taxes			77,641				60,831				183,680				148,434
Net earnings		$	127,316			$	100,461			$	301,472			$	245,135
Net earnings per common share - basic		$	0.17			$	0.13			$	0.39			$	0.31
Net earnings per common share - diluted		$	0.16			$	0.12			$	0.38			$	0.30
Weighted average shares outstanding:
Basic			767,445				801,926				767,250				801,480
Diluted			794,613				828,062				793,936				829,352

See Notes to Consolidated Financial Statements.

STARBUCKS CORPORATION

CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

		April 2,				October 2,
		2006				2005
ASSETS		(unaudited)
Current assets:
Cash and cash equivalents		$	202,671			$	173,809
Short-term investments - available-for-sale securities			193,231				95,379
Short-term investments - trading securities			49,546				37,848
Accounts receivable, net of allowances of $4,627 and $3,079, respectively			190,631				190,762
Inventories			456,695				546,299
Prepaid expenses and other current assets			87,163				94,429
Deferred income taxes, net			87,477				70,808
Total current assets			1,267,414				1,209,334
Long-term investments - available-for-sale securities			37,639				60,475
Equity and other investments			214,780				201,089
Property, plant and equipment, net			1,963,701				1,842,019
Other assets			125,171				72,893
Other intangible assets			36,657				35,409
Goodwill			172,337				92,474
TOTAL ASSETS		$	3,817,699			$	3,513,693
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	230,719			$	220,975
Accrued compensation and related costs			283,342				232,354
Accrued occupancy costs			49,350				44,496
Accrued taxes			100,108				78,293
Short-term borrowings			95,000				277,000
Other accrued expenses			194,580				198,082
Deferred revenue			233,269				175,048
Current portion of long-term debt			755				748
Total current liabilities			1,187,123				1,226,996
Long-term debt			2,491				2,870
Other long-term liabilities			210,176				193,565
Shareholders’ equity:
Common stock ($0.001 par value) - authorized, 1,200,000,000; issued and outstanding, 769,274,760 and 767,442,110 shares, respectively (includes 3,394,200 common stock units in both periods)			769				767
Additional paid-in-capital			111,109				90,201
Other additional paid-in-capital			39,393				39,393
Retained earnings			2,240,459				1,938,987
Accumulated other comprehensive income			26,179				20,914
Total shareholders’ equity			2,417,909				2,090,262
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	3,817,699			$	3,513,693

See Notes to Consolidated Financial Statements.

STARBUCKS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

		26 Weeks Ended
		April 2,				April 3,
		2006				2005
OPERATING ACTIVITIES:
Net earnings		$	301,472			$	245,135
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			198,633				179,857
Provision for impairments and asset retirements			9,153				6,554
Deferred income taxes, net			(57,131	)			(20,946	)
Equity in income of investees			(24,807	)			(15,947	)
Distributions from equity investees			16,393				11,287
Stock-based compensation			51,297				-
Tax benefit from exercise of stock options			520				88,781
Excess tax benefit from exercise of stock options			(54,872	)			-
Net amortization of premium on securities			1,209				7,112
Cash provided/(used) by changes in operating assets and liabilities:
Inventories			91,975				18,894
Accounts payable			8,270				(20,350	)
Accrued compensation and related costs			50,099				(5,488	)
Accrued taxes			76,716				12,322
Deferred revenue			58,250				47,061
Other operating assets and liabilities			34,815				23,272
Net cash provided by operating activities			761,992				577,544
INVESTING ACTIVITIES:
Purchase of available-for-sale securities			(356,681	)			(582,992	)
Maturity of available-for-sale securities			127,604				362,666
Sale of available-for-sale securities			154,250				196,395
Acquisitions, net of cash acquired			(90,219	)			(11,282	)
Net (purchases)/sales of equity, other investments and other assets			(19,103	)			12,676
Net additions to property, plant and equipment			(310,331	)			(311,454	)
Net cash used by investing activities			(494,480	)			(333,991	)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock			91,618				121,534
Excess tax benefit from exercise of stock options			54,872				-
Net repayments of revolving credit facility			(182,000	)			-
Repurchase of common stock			(204,186	)			(334,749	)
Principal payments on long-term debt			(372	)			(366	)
Net cash used by financing activities			(240,068	)			(213,581	)
Effect of exchange rate changes on cash and cash equivalents			1,418				2,117
Net increase in cash and cash equivalents			28,862				32,089
CASH AND CASH EQUIVALENTS:
Beginning of period			173,809				145,053
End of the period		$	202,671			$	177,142
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the 26 weeks ended:
Interest		$	4,444			$	108
Income taxes		$	167,286			$	68,523

See Notes to Consolidated Financial Statements.

For the 13 Weeks and 26 Weeks Ended April 2, 2006, and April 3, 2005

Note 1: Financial Statement Preparation

The unaudited consolidated financial statements as of April 2, 2006, and for the 13-week and 26-week periods ended April 2, 2006, and April 3, 2005, have been prepared by Starbucks Corporation (“Starbucks” or the “Company”) under the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the financial information for the 13-week and 26-week periods ended April 2, 2006, and April 3, 2005, 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.

The financial information as of October 2, 2005, is derived from the Company’s audited consolidated financial statements and notes for the fiscal year ended October 2, 2005 (“Fiscal 2005”), included in Item 8 in the Fiscal 2005 Annual Report on Form 10-K (“10-K”). The information included in this Form 10-Q should be read in conjunction with management’s discussion and analysis and notes to the financial statements in the 10-K.

Certain reclassifications of prior year’s balances have been made to conform to the current format.

The results of operations for the 13-week and 26-week periods ended April 2, 2006, are not necessarily indicative of the results of operations that may be achieved for the entire fiscal year ending October 1, 2006.

Note 2: Business Acquisitions

In January 2006, Starbucks increased its equity ownership to 100% in its operations in Hawaii and Puerto Rico. Previously the Company owned 5% of both Coffee Partners Hawaii and Cafe´ del Caribe in Puerto Rico. Because Coffee Partners Hawaii was a general partnership, the equity method of accounting was previously applied. Retroactive application of the equity method of accounting for the Puerto Rico investment, which was previously accounted for under the cost method, resulted in a reduction of retained earnings of $0.5 million as of April 2, 2006 for the cumulative effect of the accounting change. Previously reported earnings per share amounts were not impacted as a result of this acquisition.

As shown in the tables below, the cumulative effect of the accounting change for financial results previously reported under the cost method and as restated in this Report under the equity method resulted in reductions of net earnings of $34 thousand for the 13 weeks ended January 1, 2006, and $97 thousand for the fiscal year ended October 2, 2005 (in thousands):

		Jan 1, 2006
Fiscal quarter ended		(13 Weeks)
Net earnings, as previously reported		$	174,190
Effect of change to equity method			(34	)
Net earnings, as restated for Puerto Rico acquisition		$	174,156

The following table summarizes the effects of the investment accounting change on net earnings for the periods indicated (in thousands):

		Jan 2, 2005				Apr 3, 2005				Jul 3, 2005				Oct 2, 2005				Oct 2, 2005
Fiscal period ended		(13 Weeks)				(13 Weeks)				(13 Weeks)				(13 Weeks)				(52 Weeks)
Net earnings, as previously reported		$	144,710			$	100,482			$	125,528			$	123,747			$	494,467
Effect of change to equity method			(36	)			(21	)			(15	)			(25	)			(97	)
Net earnings, as restated for Puerto Rico acquisition		$	144,674			$	100,461			$	125,513			$	123,722			$	494,370

Note 3: Summary of Significant Accounting Policies

Accounting for Stock-Based Compensation

The Company maintains several equity incentive plans under which it may grant non-qualified stock options, incentive stock options, restricted stock units or stock appreciation rights to employees, non-employee directors and consultants. The Company also has employee stock purchase plans (“ESPP”).

Prior to the October 3, 2005 adoption of the Financial Accounting Standards Board (“FASB”) Statement No. 123(R), “Share-Based Payment” (“SFAS 123R”), Starbucks accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations.

Accordingly, because the stock option grant price equaled the market price on the date of grant, and any purchase discounts under the Company’s stock purchase plans were within statutory limits, no compensation expense was recognized by the Company for stock-based compensation. As permitted by SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), stock-based compensation was included as a pro forma disclosure in the notes to the consolidated financial statements.

Effective October 3, 2005, the beginning of Starbucks first fiscal quarter of 2006, the Company adopted the fair value recognition provisions of SFAS 123R, using the modified-prospective transition method. Under this transition method, stock-based compensation expense was recognized in the consolidated financial statements for granted, modified, or settled stock options and for expense related to the ESPP, since the related purchase discounts exceeded the amount allowed under SFAS 123R for non-compensatory treatment. Compensation expense recognized included the estimated expense for stock options granted on and subsequent to October 3, 2005, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R, and the estimated expense for the portion vesting in the period for options granted prior to, but not vested as of October 3, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123. Results for prior periods have not been restated, as provided for under the modified-prospective method.

Total stock-based compensation expense recognized in the consolidated statement of earnings for the 13 weeks ended April 2, 2006, was $27.8 million before income taxes and consisted of stock option and ESPP expense of $25.4 million and $2.4 million, respectively. Total stock-based compensation expense recognized in the consolidated statement of earnings for the 26 weeks ended April 2, 2006, was $50.6 million before income taxes and consisted of stock option and ESPP expense of $45.9 million and $4.7 million, respectively. The related total tax benefit was $9.6 million and $17.3 million for the 13 weeks and 26 weeks ended April 2, 2006, respectively. Capitalized stock-based compensation at April 2, 2006 was $0.8 million, and was included in property, plant and equipment, and inventory on the consolidated balance sheet.

Prior to the adoption of SFAS 123R, Starbucks presented all tax benefits resulting from the exercise of stock options as operating cash inflows in the consolidated statements of cash flows, in accordance with the provisions of the Emerging Issues Task Force (“EITF”) Issue No 00-15, “Classification in the Statement of Cash Flows of the Income Tax Benefit Received by a Company upon Exercise of a Nonqualified Employee Stock Option.” SFAS 123R requires the benefits of tax deductions in excess of the compensation cost recognized for those options to be classified as financing cash inflows rather than operating cash inflows, on a prospective basis. This amount is shown as “Excess tax benefit from exercise of stock options” on the consolidated statement of cash flows.

For option grants made in November 2003 and thereafter, the Company may provide for immediate vesting upon retirement for optionees who have attained at least 10 years of service and are age 55 or older. Prior to adoption of SFAS 123R, the Company amortized the expense over the related vesting period with acceleration of expense upon retirement. With the adoption of SFAS 123R, the accounting treatment for retirement features changed. Expense for awards made prior to adoption of SFAS 123R is still amortized over the vesting period until retirement, at which point any remaining unrecognized expense is immediately recognized. For awards made on or after October 3, 2005, the related expense is recognized either from grant date through the date the employee reaches the years of service and age requirements, or from grant date through the stated vesting period, whichever is shorter.

The following table shows the effect on net earnings and earnings per share had compensation cost been recognized based upon the estimated fair value on the grant date of stock options, and ESPP, in accordance with SFAS 123, as amended by SFAS No. 148 “Accounting for Stock-Based Compensation – Transition and Disclosure” (in thousands, except earnings per share) :

		13 Weeks Ended				26 Weeks Ended
		April 3,				April 3,
		2005				2005
Net earnings		$	100,461			$	245,135
Deduct: stock-based compensation expense determined under fair value method, net of tax			(15,983	)			(28,057	)
Pro forma net income		$	84,478			$	217,078
Earnings per share:
Basic — as reported		$	0.13			$	0.31
Deduct: stock-based compensation expense determined under fair value method, net of tax			(0.02	)			(0.04	)
Basic — pro forma		$	0.11			$	0.27
Diluted — as reported		$	0.12			$	0.30
Deduct: stock-based compensation expense determined under fair value method, net of tax			(0.02	)			(0.04	)
Diluted — pro forma		$	0.10			$	0.26

Disclosures for the period ended April 2, 2006 are not presented because the amounts are recognized in the consolidated financial statements.

The fair value of stock awards was estimated at the date of grant using the Black-Scholes-Merton (“BSM”) option valuation model with the following weighted average assumptions for the 13 weeks ended April 2, 2006 and April 3, 2005:

		Employee Stock Options				ESPP
				April 3,				April 3,
		April 2,		2005		April 2,		2005
13 Weeks Ended		2006		(Pro forma)		2006		(Pro forma)
Expected term (in years)		4.4		4.1		0.25 – 3.0		0.25 – 3.0
Expected stock price volatility		28%		29%		25% – 50%		30% – 58%
Risk-free interest rate		4.6%		3.3%		2.3% – 4.6%		2.7% – 2.9%
Expected dividend yield		0.0%		0.0%		0.0%		0.0%
Estimated fair value per option granted		$10.86		$7.29		$6.18		$5.46

The fair value of stock awards was estimated at the date of grant using the BSM option valuation model with the following weighted average assumptions for the 26 weeks ended April 2, 2006 and April 3, 2005:

		Employee Stock Options				ESPP
				April 3,				April 3,
		April 2,		2005		April 2,		2005
26 Weeks Ended		2006		(Pro forma)		2006		(Pro forma)
Expected term (in years)		4.4		3.7		0.25 – 3.0		0.25 – 3.0
Expected stock price volatility		29%		34%		22% – 50%		20% – 58%
Risk-free interest rate		4.4%		3.6%		2.3% – 4.6%		1.9% – 2.9%
Expected dividend yield		0.0%		0.0%		0.0%		0.0%
Estimated fair value per option granted		$9.54		$8.25		$5.68		$4.99

The expected term of the options represents the estimated period of time until exercise and is based on historical experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. For 2006, expected stock price volatility is based on a combination of historical volatility of the Company’s stock and the one-year implied volatility of its traded options, for the related vesting periods. Prior to the adoption of SFAS 123R, expected stock price volatility was estimated using only historical volatility. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. The Company has not paid dividends in the past and does not plan to pay any dividends in the near future.

The BSM option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, particularly for the expected term and expected stock price volatility. The Company’s employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. Because Company stock options do not trade on a secondary exchange, employees do not derive a benefit from holding stock options unless there is an increase, above the grant price, in the market price of the Company’s stock. Such an increase in stock price would benefit all shareholders commensurately. See Note 9 for additional details.

Stored Value Cards

Revenues from the Company’s stored value cards, such as the Starbucks Card, are recognized when tendered for payment, or upon redemption. Outstanding customer balances are included in “Deferred revenue” on the consolidated balance sheets. There are no expiration dates on the Company’s stored value cards, and Starbucks does not charge any service fees that cause a decrement to customer balances.

While the Company will continue to honor all stored value cards presented for payment, management may determine the likelihood of redemption to be remote for certain card balances due to, among other things, long periods of inactivity. In these circumstances, to the extent management determines there is no requirement for remitting card balances to government agencies under unclaimed property laws, card balances may be recognized in the consolidated statements of earnings in “Income and other income, net.” For the 13 weeks and 26 weeks ended April 2, 2006, income recognized on unredeemed stored value card balances was $1.1 million and $2.3 million, respectively. There was no income recognized on unredeemed stored value card balances during the 13 weeks or 26 weeks ended April 3, 2005.

Recently Issued Accounting Pronouncements

In November 2005, the FASB issued Staff Position No. FAS 123(R)-3, “Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards” (“FSP 123R-3”). The Company has elected to adopt the alternative transition method provided in FSP 123R-3 for calculating the tax effects of stock-based compensation under SFAS 123R. The alternative transition method includes

simplified methods to establish the beginning balance of the additional paid-in-capital pool (“APIC pool”) related to the tax effects of stock-based compensation, and for determining the subsequent impact on the APIC pool and consolidated statements of cash flows of the tax effects of stock-based compensation awards that are outstanding upon adoption of SFAS 123R.

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143” (“FIN 47”). FIN 47 requires the recognition of a liability for the fair value of a legally-required conditional asset retirement obligation when incurred, if the liability’s fair value can be reasonably estimated. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective for fiscal years ending after December 15, 2005, or no later than Starbucks fiscal fourth quarter of 2006. The Company has not yet determined the impact of adoption on its consolidated financial statements.

In December 2004, the FASB issued Staff Position No. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004” (“FSP 109-2”). The American Jobs Creation Act allows a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer (“repatriation provision”), provided certain criteria are met. The law allows the Company to make an election to repatriate earnings through fiscal 2006. FSP 109-2 provides accounting and disclosure guidance for the repatriation provision. Although FSP 109-2 was effective upon its issuance, it allows companies additional time beyond the enactment date to evaluate the effects of the provision on its plan for investment or repatriation of unremitted foreign earnings. The Company continues to evaluate the impact of the new Act to determine whether it will repatriate foreign earnings and the impact, if any, this pronouncement will have on its consolidated financial statements. As of April 2, 2006, the Company has not made an election to repatriate earnings under this provision. The Company may or may not elect to repatriate earnings in fiscal 2006. Earnings under consideration for repatriation range from $0 to $75 million and the related income tax effects range from $0 to $5 million. As provided in FSP 109-2, Starbucks has not adjusted its tax expense or deferred tax liability to reflect the repatriation provision.

Note 4: Derivative Financial Instruments

The Company manages its exposure to various risks within the consolidated financial statements according to an umbrella risk management policy. Under this policy, Starbucks may engage in transactions involving various derivative instruments with maturities generally not longer than five years, to hedge assets, liabilities, revenues and purchases.

Cash Flow Hedges

Starbucks, which include subsidiaries that use their local currency as their functional currency, enters into cash flow derivative instruments to hedge portions of anticipated revenue streams and inventory purchases. Current forward contracts hedge monthly forecasted revenue transactions denominated in Japanese yen and Canadian dollars, as well as forecasted inventory purchases denominated in U.S. dollars, euros and Swiss francs, for foreign operations. Additionally, the Company has swap contracts to hedge a portion of its forecasted U.S. fluid milk purchases. The effect of these swaps will fix the price paid by Starbucks for the monthly volume of milk purchases covered under the contracts.

The Company had accumulated net derivative losses of $3.2 million, net of taxes, in other comprehensive income as of April 2, 2006, related to cash flow hedges. Of this amount, $2.4 million of net derivative losses pertain to hedging instruments that will be dedesignated within 12 months and will also continue to experience fair value changes before affecting earnings. No cash flow hedges were discontinued during the 13-week or 26-week periods ended April 2, 2006, and April 3, 2005. Current contracts will expire within 30 months.

Net Investment Hedges

Net investment derivative instruments hedge the Company’s equity method investment in Starbucks Coffee Japan, Ltd. to minimize foreign currency exposure to fluctuations in the Japanese yen. The Company applies the spot-to-spot method for these forward foreign exchange contracts, and under this method the change in fair value of the forward contracts attributable to the changes in spot exchange rates (the effective portion) is reported in other comprehensive income. The remaining change in fair value of the forward contract (the ineffective portion) is reclassified into earnings in “Interest and other income, net.” The Company had accumulated net derivative losses of $2.0 million, net of taxes, in other comprehensive income as of April 2, 2006, related to net investment derivative hedges. Current contracts expire within 25 months.

The following table presents the net gains and losses reclassified from other comprehensive income into the consolidated statements of earnings during the periods indicated for cash flow and net investment hedges (in thousands):

		13 Weeks Ended								26 Weeks Ended
		April 2,				April 3,				April 2,				April 3,
		2006				2005				2006				2005
Cash flow hedges:
Reclassified gains/(losses) into total net revenues		$	451			$	(351	)		$	872			$	(763	)
Reclassified losses into cost of sales			(1,932	)			(1,135	)			(3,568	)			(2,184	)
Net reclassified losses — cash flow hedges			(1,481	)			(1,486	)			(2,696	)			(2,947	)
Net reclassified gains — net investment hedges			576				46				999				210
Total		$	(905	)		$	(1,440	)		$	(1,697	)		$	(2,737	)

Note 5: Inventories

Inventories consist of the following (in thousands):

		April 2,				October 2,				April 3,
		2006				2005				2005
Coffee:
Unroasted		$	245,117			$	319,745			$	222,896
Roasted			63,486				56,231				41,099
Other merchandise held for sale			79,250				109,094				78,733
Packaging and other supplies			68,842				61,229				63,345
Total		$	456,695			$	546,299			$	406,073

The Company had committed to fixed-price purchase contracts for green coffee totaling $424 million and $333 million as of April 2, 2006 and April 3, 2005, respectively. The Company believes, based on relationships established with its suppliers in the past, the risk of nondelivery on such purchase commitments is remote.

Note 6: Property, Plant, and Equipment

Property, plant and equipment are recorded at cost and consist of the following (in thousands):

		April 2,				October 2,
		2006				2005
Land		$	17,247			$	13,833
Buildings			72,612				68,180
Leasehold improvements			2,154,957				1,947,963
Store equipment			715,680				646,792
Roasting equipment			178,206				168,934
Furniture, fixtures and other			503,415				476,372
			3,642,117				3,322,074
Less: accumulated depreciation and amortization			(1,791,828	)			(1,625,564	)
			1,850,289				1,696,510
Work in progress			113,412				145,509
Property, plant and equipment, net		$	1,963,701			$	1,842,019

Note 7: Short-term Borrowings

As of April 2, 2006 the Company had $95 million outstanding under its revolving credit facility, which was entered into in August 2005, as well as an outstanding letter of credit of $11.9 million. As of October 2, 2005, the Company had $277 million outstanding, with no outstanding letters of credit. During the 26-weeks ended April 2, 2006, the Company had additional borrowings of $178 million under the credit facility and made principal repayments of $360 million. Interest expense on the Company’s short-term borrowings for the 13 weeks and 26 weeks ended April 2, 2006 was $1.4 million and $4.0 million, respectively. The weighted average contractual interest rates at April 2, 2006 and October 2, 2005 were 5.0% and 4.0%, respectively. The credit facility contains provisions that require the Company to maintain compliance with certain covenants, including the maintenance of certain financial ratios. As of April 2, 2006 and October 2, 2005, the Company was in compliance with each of these covenants.

Note 8: Shareholders’ Equity

Under the Company’s authorized share repurchase program, Starbucks acquired 6.1 million shares at an average price of $29.00 for a total amount of $178 million during the 26-week period ended April 2, 2006. Starbucks acquired 13.1 million shares at an average price of $25.56 for a total amount of $335 million during the 26-week period ended April 3, 2005. As of April 2, 2006, the Company

had 16.0 million additional shares authorized for repurchase. Share repurchases were funded through cash, cash equivalents, available-for-sale securities and borrowings under the revolving credit facility and were part of the Company’s active capital management program.

Comprehensive Income

Comprehensive income includes all changes in equity during the period, except those resulting from transactions with shareholders and subsidiaries of the Company. It has two components: net earnings and other comprehensive income. Accumulated other comprehensive income reported on the Company’s consolidated balance sheets consists of foreign currency translation adjustments and the unrealized gains and losses, net of applicable taxes, on available-for-sale securities and on derivative instruments designated and qualifying as cash flow and net investment hedges.

Comprehensive income, net of related tax effects, is as follows (in thousands):

		13 Weeks Ended								26 Weeks Ended
		April 2,				April 3,				April 2,				April 3,
		2006				2005				2006				2005
Net earnings		$	127,316			$	100,461			$	301,472			$	245,135
Unrealized holding gains/(losses) on cash flow hedging instruments			570				1,045				(698	)			(3,020	)
Unrealized holding gains/(losses) on net investment hedging instruments			(93	)			1,185				1,244				(926	)
Unrealized holding gains/(losses) on available-for-sale securities			911				(1,055	)			867				(1,342	)
Reclassification adjustment for losses realized in net earnings			922				1,257				2,022				1,803
Net unrealized gains/(losses)			2,310				2,432				3,435				(3,485	)
Translation adjustment			5,450				(12,910	)			1,830				16,266
Total comprehensive income		$	135,076			$	89,983			$	306,737			$	257,916

The favorable translation adjustment change for the 13-week period ended April 2, 2006, of $5.4 million was primarily due to the weakening of the U.S. dollar against several currencies, such as the euro, British pound sterling and Korean won. The unfavorable translation adjustment change for the 13-week period ended April 3, 2005, of $12.9 million was primarily due to the strengthening of the U.S. dollar against several currencies, such as the euro, Japanese yen and British pound sterling.

The favorable translation adjustment change for the 26-week period ended April 2, 2006, of $1.8 million was primarily due to the weakening of the U.S. dollar against several currencies, such as the Korean won, Taiwan dollar and Chinese renminbi, partially offset by the strengthening of the U.S. dollar against the Japanese yen. The favorable translation adjustment change for the 26-week period ended April 3, 2005, of $16.3 million was primarily due to the weakening of the U.S. dollar against several currencies, such as the British pound sterling, Japanese yen, euro and Canadian dollar.

The components of accumulated other comprehensive income, net of tax, were as follows (in thousands):

		April 2,				October 2,
		2006				2005
Net unrealized holding gains/(losses) on available-for-sale securities		$	222			$	(651	)
Net unrealized holding losses on hedging instruments			(5,224	)			(7,786	)
Translation adjustment			31,181				29,351
Accumulated other comprehensive income		$	26,179			$	20,914

Note 9: Stock-Based Compensation

Stock Option Plans

Stock options to purchase the Company’s common stock are granted at prices at or above the fair market value on the date of grant. Options generally become exercisable in three or four equal installments beginning a year from the date of grant and generally expire 10 years from the date of grant. Options granted to non-employee directors generally vest over one year. Nearly all outstanding stock options are non-qualified stock options.

The fair value of each stock option granted is estimated on the date of grant using the BSM option valuation model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. Options granted are valued using the multiple option valuation approach, and the resulting expense is recognized using the graded, or accelerated, attribution method, consistent with the multiple option valuation approach. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on the Company’s historical experience and future expectations. Prior to the adoption of SFAS 123R, the effect of forfeitures on the pro forma expense

amounts was recognized as the forfeitures occurred.

A summary of the Company’s stock option activity during the 26 weeks ended April 2, 2006 is presented in the following table:

		Shares				Weighted Average				Weighted Average				Aggregate Intrinsic
		Subject to				Exercise Price per				Remaining				Value
		Options				Share				Contractual Life				(in thousands)
Outstanding, October 2, 2005			72,458,906			$	13.22				6.3			$	857,319
Granted			12,924,332				30.37
Exercised			(7,147,282)				10.16
Cancelled			(1,818,944)				23.68
Outstanding, April 2, 2006			76,417,012				16.16				6.4				1,640,797
Exercisable, April 2, 2006			45,351,971				10.27				4.9				1,240,751

The aggregate intrinsic value in the table above is before applicable income taxes, based on the Company’s closing stock price of $37.63 as of the last business day of the period ended April 2, 2006, which would have been received by the optionees had all options been exercised on that date. As of April 2, 2006, total unrecognized stock-based compensation expense related to nonvested stock options was approximately $118 million, which is expected to be recognized over a weighted average period of approximately 24 months. During the 26 weeks ended April 2, 2006, the total intrinsic value of stock options exercised was $155.3 million. During the 26 weeks ended April 2, 2006, the total fair value of options vested was $9.3 million.

The Company issues new shares of common stock upon exercise of stock options.

As of April 2, 2006, there were 61.4 million shares of common stock available for issuance pursuant to future stock option grants. Additional information regarding options outstanding as of April 2, 2006, is as follows:

		Options Outstanding								Options Exercisable
						Weighted
						Average		Weighted						Weighted
						Remaining		Average						Average
Range of						Contractual		Exercise						Exercise
Exercise Prices		Shares				Life (Years)		Price		Shares				Price
$3.96 —     $6.56			15,960,151			2.0		$  5.00			15,960,151				$   5.00
6.64 —     10.32			17,356,628			5.7		9.42			15,560,927				9.32
10.38 —     15.23			16,030,161			7.2		14.16			9,909,122				13.78
15.76 —     27.32			14,328,780			8.6		26.35			3,764,838				26.55
27.58 —     36.51			12,741,292			9.6		30.37			156,933				28.83
			76,417,012			6.4		16.16			45,351,971				10.27

Employee Stock Purchase Plans

The Company has an employee stock purchase plan allowing eligible employees to contribute up to 10% of their base earnings toward the quarterly purchase of the Company’s common stock. The employee’s purchase price is 85% of the lesser of the fair market value of the stock on the first business day or the last business day of the quarterly offering period. Employees may purchase shares having a fair market value of up to $25,000 (measured as of the first day of each quarterly offering period for each calendar year). The total number of shares issuable under the plan is 32.0 million. There were 795,468 shares issued under the plan during the 26 weeks ended April 2, 2006 at an average price of $23.62. Since inception of the plan, 15.6 million shares have been purchased, leaving 16.4 million shares available for future issuance.

Starbucks has an additional employee stock purchase plan in the United Kingdom that allows eligible U.K. employees to save toward the purchase of the Company’s common stock. Under the Save-As-You-Earn (“SAYE”) plan the employee’s purchase price is 85% of the fair value of the stock on the first business day of a three-year offering period. The total number of shares issuable under the plan is 1.2 million. There were 29,382 shares issued under the plan during the 26 weeks ended April 2, 2006 at $8.84, and 1.1 million shares remain available for future issuance. During fiscal 2004, the Company suspended future offerings under this plan. The last offering was made in December 2002 and matured in February 2006.

A new employee stock purchase plan, the U.K. Share Incentive Plan, was introduced during fiscal 2004 to replace the SAYE plan. It allows eligible U.K. employees to purchase shares of common stock through payroll deductions during six-month offering periods at the lesser of the fair market value of the stock at the beginning or at the end of the offering period. The Company will award one matching share for each six shares purchased under the plan. The total number of shares issuable under the plan is 1.4 million. There were 5,948 shares issued under the plan during the 26 weeks ended April 2, 2006 at $24.91. As of April 2, 2006, 1.38 million shares were available for future issuance.

Note 10: Earnings Per Share

The following table represents the calculation of net earnings per common share – basic and diluted (in thousands, except earnings per share):

		13 Weeks Ended								26 Weeks Ended
		April 2,				April 3,				April 2,				April 3,
		2006				2005				2006				2005
Net earnings		$	127,316			$	100,461			$	301,472			$	245,135
Weighted average common shares and common stock units outstanding (for basic calculation)			767,445				801,926				767,250				801,480
Dilutive effect of outstanding common stock options			27,168				26,136				26,686				27,872
Weighted average common and common equivalent shares outstanding (for diluted calculation)			794,613				828,062				793,936				829,352
Net earnings per common share — basic		$	0.17			$	0.13			$	0.39			$	0.31
Net earnings per common and common equivalent share — diluted		$	0.16			$	0.12			$	0.38			$	0.30

Potential dilutive shares consist of the incremental common shares issuable upon the exercise of outstanding stock options using the treasury stock method. Potential dilutive shares are excluded from the computation of earnings per share if their effect is antidilutive. For the 13-week period ended April 2, 2006, antidilutive options totaled 12.0 million, and for the 13-week period ended April 3, 2005, totaled 13.6 million. For the 26-week period ended April 2, 2006, antidilutive options totaled 10.1 million, and for the 26-week period ended April 3, 2005, totaled 10.3 million.

Note 11: Commitments and Contingencies

Guarantees

The Company has unconditionally guaranteed the repayment of certain Japanese yen-denominated bank loans and related interest and fees of an unconsolidated equity investee, Starbucks Coffee Japan, Ltd. The guarantees continue until the loans, including accrued interest and fees, have been paid in full, with the final loan amount due in 2014. The maximum amount is limited to the sum of unpaid principal and interest amounts, as well as other related expenses. These amounts will vary based on fluctuations in the yen foreign exchange rate. As of April 2, 2006, the maximum amount of the guarantees was approximately $6.7 million. Because there has been no modification of these loan guarantees subsequent to the Company’s adoption of FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indebtedness of Others,” Starbucks has applied the disclosure provisions only and has not recorded the guarantee on its consolidated balance sheet.

Starbucks has commitments under which it has unconditionally guaranteed its proportionate share, or 50%, of certain borrowings of unconsolidated equity investees. The Company’s maximum exposure is approximately $6.9 million, excluding interest and other related costs and the majority of these commitments expire in 2007 and 2011. As of April 2, 2006, the Company recorded $2.8 million to “Equity and other investments” and “Other long-term liabilities” on the consolidated balance sheet for the fair value of the guarantee arrangements.

Product Warranties

Coffee brewing and espresso equipment sold to the Company’s licensees for use in retail licensing operations are under warranty for defects in materials and workmanship for a period ranging from 12 months to 24 months. The Company establishes an accrual for estimated warranty costs at the time of sale, based on historical experience. Product warranty costs and changes to the related accrual were not significant for the 26-week period ended April 2, 2006.

Legal Proceedings

On June 3, 2004, two then-current employees of the Company filed a lawsuit, entitled Sean Pendlebury and Laurel Overton v. Starbucks Coffee Company, in the U.S. District Court for the Southern District of Florida claiming the Company violated requirements of the Fair Labor Standards Act (“FLSA”). The suit alleges that the Company misclassified its retail store managers as exempt from the overtime provisions of the FLSA, and that each manager therefore is entitled to overtime compensation for any week in which he or she worked more than 40 hours during the three years before joining the suit as a plaintiff, and for as long as they remain a manager thereafter. Plaintiffs seek to represent themselves and all similarly situated U.S. current and former store managers of the Company. Plaintiffs seek reimbursement for an unspecified amount of unpaid overtime compensation, liquidated damages, attorney’s fees and costs. Plaintiffs also filed on June 3, 2004 a motion for conditional collective action treatment and court-supervised notice to additional putative class members under the opt-in procedures in section 16(b) of the FLSA. On January 3, 2005, the district court entered an order authorizing nationwide notice of the lawsuit to all current and former store managers employed by the Company during the three years before the suit was filed. The Company filed a motion for summary judgment as to the claims of the named

plaintiffs on September 24, 2004. The court denied that motion because this case is in the early stages of discovery, but the court noted that the Company may resubmit this motion at a later date. Starbucks believes that the plaintiffs are properly classified as exempt under the federal wage laws and that a loss in this case is unlikely. Due to the early status of this case, the Company cannot estimate the possible loss to the Company, if any. Trial is currently set for early 2007. The Company intends to vigorously defend the lawsuit.

On March 11, 2005, a former employee of the Company filed a lawsuit, entitled James Falcon v. Starbucks Corporation and Does 1 through 100, in the U.S. District Court for the Southern District of Texas claiming that the Company violated requirements of the FLSA. Specifically, the plaintiff claims that the Company misclassified its retail assistant store managers as exempt from the overtime provisions of the FLSA and that each assistant manager therefore is entitled to overtime compensation for any week in which he or she worked more than 40 hours during the three years before joining the suit as a plaintiff, and for as long as they remain an assistant manager thereafter. On August 18, 2005, the plaintiff amended his complaint to include allegations that he and other retail assistant store managers were not paid overtime compensation for all hours worked in excess of 40 hours in a work week after they were re-classified as non-exempt employees in September 2002. In both claims, Plaintiff seeks to represent himself and a putative class of all current and former assistant store managers employed by the Company in the United States from March 11, 2002 until the present. He also seeks, on behalf of himself and the class, reimbursement for an unspecified amount of unpaid overtime compensation, liquidated damages, injunctive relief, and attorney’s fees and costs. On September 13, 2005, the plaintiff filed a motion for conditional collective action treatment and court-supervised notice to all putative class members under the opt-in procedures in section 16(b) of the FLSA. On November 29, 2005, the court entered an order authorizing notice to the class of the existence of the lawsuit and their opportunity to join as plaintiffs. The Company has a policy requiring that all non-exempt partners, including assistant store managers, be paid for all hours worked, including any hours worked in excess of 40 per week. The Company also believes that this policy is, and at all relevant times has been, communicated and followed consistently. Further, the Company believes that the plaintiff and other assistant store managers were properly classified as exempt under the FLSA prior to September 2002. At this early stage of the case, the Company cannot estimate the possible loss to the Company, if any, and believes that a loss in this case is unlikely. No trial date has been set. The Company intends to vigorously defend the lawsuit.

On October 8, 2004, a former hourly employee of the Company filed a lawsuit in San Diego County Superior Court entitled Jou Chau v. Starbucks Coffee Company. The lawsuit alleges that the Company violated the California Labor Code by allowing shift supervisors to receive tips. More specifically, the lawsuit alleges that since shift supervisors direct the work of baristas, they qualify as “agents” of the Company and are therefore excluded from receiving tips under California Labor Code Section 351, which prohibits employers and their agents from collecting or receiving tips left by patrons for other employees. The lawsuit further alleges that because the tipping practices violate the Labor Code, they also are unfair practices under the California Unfair Competition Law. In addition to recovery of an unspecified amount of tips distributed to shift supervisors, the lawsuit seeks penalties under California Labor Code Section 203 for willful failure to pay wages due. Plaintiff also seeks attorneys’ fees and costs. On March 30, 2006, the Court issued an order certifying the case as a class action, with the plaintiff representing a class of all persons employed as baristas in the state of California since October 8, 2000. The size of the class has yet to be determined. Due to the early status of this case, the Company cannot estimate the possible loss to the Company, if any. The Company believes its practices comply with California law, and the Company intends to vigorously defend the lawsuit. There has been no trial date set in the case.

The Company is party to various other legal proceedings arising in the ordinary course of its business, but it is not currently a party to any legal proceeding that management believes would have a material adverse effect on the consolidated financial position or results of operations of the Company.

Note 12: Segment Reporting

Segment information is prepared on the basis that the Company’s management reviews financial information for operational decision making purposes. The tables below present information by operating segment (in thousands):

		United								Unallocated
13 Weeks Ended		States(1)				International(1)				Corporate(2)				Total
April 2, 2006
Total net revenues		$	1,570,496			$	315,326			$	-			$	1,885,822
Earnings/(loss) before income taxes			266,314				22,728				(84,085	)			204,957
Depreciation and amortization expenses			69,102				16,745				8,661				94,508
Income from equity investees			10,761				9,224				-				19,985
Provision for impairments and asset retirements			1,870				3,684				(150	)			5,404
April 3, 2005
Total net revenues		$	1,276,418			$	242,298			$	-			$	1,518,716
Earnings/(loss) before income taxes			195,941				17,408				(52,057	)			161,292
Depreciation and amortization expenses			64,819				14,128				8,825				87,772
Income from equity investees			8,564				7,730				-				16,294
Provision for impairments and asset retirements			1,271				1,501				1,389				4,161

		United								Unallocated
26 Weeks Ended		States(1)				International(1)				Corporate(2)				Total
April 2, 2006
Total net revenues		$	3,191,077			$	628,837			$	-			$	3,819,914
Earnings/(loss) before income taxes			605,625				58,299				(178,772	)			485,152
Depreciation and amortization expenses			136,820				31,754				17,222				185,796
Income from equity investees			22,460				17,245				-				39,705
Provision for impairments and asset retirements			3,912				5,256				(15	)			9,153
April 3, 2005
Total net revenues		$	2,615,191			$	493,069			$	-			$	3,108,260
Earnings/(loss) before income taxes			461,473				37,129				(105,033	)			393,569
Depreciation and amortization expenses			122,154				27,217				16,960				166,331
Income from equity investees			17,272				11,833				-				29,105
Provision for impairments and asset retirements			3,350				1,815				1,389				6,554

(1)		For purposes of internal management and segment reporting, Company-operated operations in Hawaii and Puerto Rico are included in the International segment to conform to the organizational alignment of the Company.
(2)		Unallocated corporate includes certain general and administrative expenses, related depreciation and amortization expenses and certain amounts included in “Interest and other income, net” on the consolidated statements of earnings.

The table below represents information by geographic area (in thousands):

		13 Weeks Ended								26 Weeks Ended
		April 2,				April 3,				April 2,				April 3,
		2006				2005				2006				2005
Net revenues from external customers:
United States		$	1,587,249			$	1,279,019			$	3,212,116			$	2,620,721
Foreign countries			298,573				239,697				607,798				487,539
Total		$	1,885,822			$	1,518,716			$	3,819,914			$	3,108,260

No customer accounts for 10% or more of the Company’s revenues. Revenues from foreign countries are based on the geographic location of the customers and consist primarily of revenues from the United Kingdom and Canada, which together account for approximately 76% of foreign net revenues.

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, including anticipated store openings, trends in or expectations regarding Starbucks Corporation’s revenue, comparable store sales and net earnings growth, effective tax rate, cash flow requirements and capital expenditures, all constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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, coffee, dairy and other raw materials prices and availability, successful execution of internal performance and expansion plans, fluctuations in United States and international economies and currencies, ramifications from the war on terrorism, or other international events or developments, the impact of competitors’ initiatives, the effect of legal proceedings, and other risks detailed herein and in Starbucks Corporation’s other filings with the Securities and Exchange Commission (“SEC”), including the Item 1A. “Risks Factors” section of the Starbucks Annual Report on Form 10-K for the fiscal year ended October 2, 2005.

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. Users should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. The Company is 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 Quarterly Report and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 2, 2005.

General

Starbucks Corporation’s fiscal year ends on the Sunday closest to September 30. Fiscal year 2005 had 52 weeks and the fiscal year ending on October 1, 2006 will also include 52 weeks.

Management Overview

During both the 13 weeks and 26 weeks ended April 2, 2006, the Company’s focus on execution in all areas of its business, from U.S. and International Company-operated retail operations to the Company’s specialty businesses, delivered strong financial performance. Management believes that its ability to achieve the balance between growing the core business and building the foundation for future growth is the key to increasing long-term shareholder value. Starbucks quarterly and year to date fiscal 2006 performance reflects the Company’s continuing commitment to achieving this balance.

The primary driver of the Company’s revenue growth continues to be the opening of new retail stores, both Company-operated and licensed, in support of the Company’s objective to establish Starbucks as one of the most recognized and respected brands in the world. Starbucks opened 984 new stores in the first half of fiscal 2006 and expects to open at least 1,800 new stores during fiscal 2006. With a presence today in 37 countries, serving more than 40 million customers per week, management continues to believe that the Company’s long-term goal of 15,000 Starbucks retail locations throughout the United States and at least 15,000 stores in International markets is achievable.

In addition to opening new retail stores, Starbucks is targeting to increase revenues generated at new and existing Company-operated stores by attracting new customers and increasing the frequency of visits by current customers. The strategy is to increase first year average store sales and comparable store sales by continuously improving the level of customer service, introducing innovative products and improving service with speed through training, technology and process improvement.

In licensed retail operations, Starbucks shares operating and store development experience to help licensees improve the profitability of existing stores and build new stores. Internationally, the Company’s strategy is to selectively increase its equity stake in licensed international operations as these markets develop. In January 2006, the Company increased its equity ownership from 5% to 100% in its operations in Hawaii and Puerto Rico.

The combination of more retail stores, comparable store sales growth of 10% and growth in other business channels in both the U.S. and International operating segments resulted in a 24% increase in total net revenues for the 13 weeks ended April 2, 2006, compared to the same period of fiscal 2005. The Company’s three to five year revenue growth target is approximately 20%. Comparable store sales growth for the remainder of fiscal 2006 is expected to be in the range of 3% to 7%, with monthly anomalies.

Because additional U.S. and International retail stores continue to leverage existing support organizations and facilities, the

Company’s infrastructure can be expanded more slowly than the rate of revenue growth and generate margin improvement. For the 13 weeks ended April 2, 2006, operating income as a percentage of total net revenues increased to 10.7% from 10.4% in the same period of fiscal 2005, primarily due to lower cost of sales including occupancy costs, offset in part by higher general and administrative expenses. For the 26 weeks ended April 2, 2006, operating income as a percentage of total net revenues increased to 12.6% from 12.4% in the same period of fiscal 2005, primarily due to lower cost of sales including occupancy costs, and depreciation and amortization expense, partially offset by higher general and administrative expenses. Net earnings increased by 27% and 23% during the 13 weeks and 26 weeks ended April 2, 2006, respectively. Reported margin and net earnings increases include the expense for stock-based compensation in the 13 weeks and 26 weeks ended April 2, 2006, while stock-based compensation expense was not included in the Company’s consolidated financial results in fiscal 2005.

Results of Operations for the 13 Weeks Ended April 2, 2006 and April 3, 2005

CONSOLIDATED RESULTS

The following table presents the consolidated statements of earnings as well as the percentage relationship to total net revenues of items included in the Company’s consolidated statements of earnings (amounts in thousands):

		13 Weeks Ended												13 Weeks Ended
		April 2,				April 3,				%				April 2,				April 3,
		2006				2005				Change				2006				2005
STATEMENTS OF EARNINGS DATA
														As a % of total net revenues
Net revenues:
Company-operated retail		$	1,599,844			$	1,283,947				24.6	%			84.8%				84.5%
Specialty:
Licensing			202,354				161,292				25.5	%			10.7				10.6
Foodservice and other			83,624				73,477				13.8	%			4.5				4.9
Total specialty			285,978				234,769				21.8	%			15.2				15.5
Total net revenues			1,885,822				1,518,716				24.2	%			100.0				100.0
Cost of sales including occupancy costs			760,873				628,740								40.3				41.4
Store operating expenses (1)			665,273				532,944								35.4				35.1
Other operating expenses (2)			63,648				46,347								3.4				3.0
Depreciation and amortization expenses			94,508				87,772								5.0				5.8
General and administrative expenses			119,611				81,929								6.3				5.4
Subtotal operating expenses			1,703,913				1,377,732				23.7	%			90.4				90.7
Income from equity investees			19,985				16,294								1.1				1.1
Operating income			201,894				157,278				28.4	%			10.7				10.4
Interest and other income, net			3,063				4,014								0.2				0.2
Earnings before income taxes			204,957				161,292				27.1	%			10.9				10.6
Income taxes			77,641				60,831								4.1				4.0
Net earnings		$	127,316			$	100,461				26.7	%			6.8%				6.6%

(1)		As a percentage of related Company-operated retail revenues, store operating expenses were 41.6% for the 13 weeks ended April 2, 2006, and 41.5% for the 13 weeks ended April 3, 2005.
(2)		As a percentage of related total specialty revenues, other operating expenses were 22.3% for the 13 weeks ended April 2, 2006, and 19.7% for the 13 weeks ended April 3, 2005.

Net revenues for the 13 weeks ended April 2, 2006, increased 24% to $1.9 billion from $1.5 billion for the corresponding period of fiscal 2005, driven by increases in both Company-operated retail revenues and specialty operations. Net revenues are expected to grow approximately 20% in fiscal 2006 compared to fiscal 2005.

During the 13-week period ended April 2, 2006, Starbucks derived 85% of total net revenues from its Company-operated retail stores. Company-operated retail revenues increased 25% to $1.6 billion for the 13 weeks ended April 2, 2006, from $1.3 billion for the same period in fiscal 2005. The increase was primarily attributable to the opening of 874 new Company-operated retail stores in the last 12 months and comparable store sales growth of 10% for the 13 weeks ended April 2, 2006. The increase in comparable store sales was due to an 8% increase in the number of customer transactions and a 2% increase in the average value per transaction. Management believes increased traffic in Company-operated retail stores continues to be driven by sustained popularity of core products, new product innovation, a high level of customer satisfaction and improved service with speed through enhanced technology, training and execution at retail stores.

The Company derived the remaining 15% of total net revenues from channels outside the Company-operated retail stores, collectively known as “Specialty Operations.” Specialty revenues, which include licensing revenues and foodservice and other revenues, increased 22% to $286 million for the 13 weeks ended April 2, 2006, compared to $235 million for the corresponding period of fiscal 2005.

Licensing revenues, which are derived from retail store licensing arrangements, as well as grocery, warehouse club, and certain other branded-product licensed operations, increased 25% to $202 million primarily due to higher product sales and royalty revenues from the opening of 1,090 new licensed retail stores in the last 12 months and growth in the licensed grocery and warehouse club business.

Foodservice and other revenues increased 14% to $84 million for the 13 weeks ended April 2, 2006, from $73 million for the corresponding period of fiscal 2005. The increase was primarily due to growth in the U.S. foodservice business.

Cost of sales including occupancy costs decreased to 40.3% of total net revenues for the 13 weeks ended April 2, 2006, compared to 41.4% in the corresponding 13-week period of fiscal 2005. This improvement was primarily due to fixed rent costs in the current year being distributed over an expanded revenue base, as well as higher occupancy costs in the prior year resulting from intensified store maintenance activities. These favorable items, together with other lesser improvements, offset higher green coffee costs in the second quarter.

Store operating expenses as a percentage of Company-operated retail revenues increased slightly to 41.6% for the 13 weeks ended April 2, 2006, from 41.5% for the corresponding period of fiscal 2005, primarily due to higher payroll-related expenditures for incentive compensation based on the Company’s strong operating results in fiscal 2006 and the recognition of stock-based compensation expense. This increase was partially offset by higher costs in the prior year associated with the North American leadership conference held for retail management employees, as well as leverage gained from higher retail revenues. Regional leadership conferences in fiscal 2006 will be held during the Company’s third fiscal quarter.

Other operating expenses (expenses associated with the Company’s specialty operations) increased to 22.3% of total specialty revenues for the 13 weeks ended April 2, 2006, compared to 19.7% in the corresponding period of fiscal 2005. The increase was primarily due to the recognition of stock-based compensation expense, as well as higher payroll-related expenditures to support the expansion of U.S. and International licensed retail store businesses.

Depreciation and amortization expenses increased to $95 million for the 13 weeks ended April 2, 2006, compared to $88 million for the corresponding period of fiscal 2005. The increase was primarily due to the opening of 874 new Company-operated retail stores in the last 12 months. As a percentage of total net revenues, depreciation and amortization expenses decreased to 5.0% for the 13 weeks ended April 2, 2006, from 5.8% for the corresponding 13-week period of fiscal 2005.

General and administrative expenses increased to $120 million for the 13 weeks ended April 2, 2006, compared to $82 million for the corresponding period of fiscal 2005. The increase was primarily due to higher payroll-related expenditures from stock-based compensation, additional employees to support continued global growth and higher provisions for incentive compensation based on the Company’s strong operating results in fiscal 2006. As a percentage of total net revenues, general and administrative expenses increased to 6.3% for the 13 weeks ended April 2, 2006, from 5.4% for the corresponding period of fiscal 2005.

Income from equity investees increased 23% to $20 million for the 13 weeks ended April 2, 2006, compared to $16 million for the corresponding period of fiscal 2005. The increase was primarily due to volume-driven results for The North American Coffee Partnership, which produces bottled Frappuccino^® and Starbucks DoubleShot^® coffee drinks, and improved results from international investees primarily as a result of additional licensed retail stores.

Operating income increased 28% to $202 million for the 13 weeks ended April 2, 2006, compared to $157 million for the corresponding 13-week period of fiscal 2005. Operating margin increased to 10.7% of total net revenues for the 13 weeks ended April 2, 2006, compared to 10.4% for the corresponding period of fiscal 2005, primarily due to lower cost of sales including occupancy costs, offset in part by higher general and administrative expenses.

Interest and other income decreased to $3.1 million for the 13 weeks ended April 2, 2006, compared to $4.0 million in the corresponding 13-week period of fiscal 2005, primarily due to lower interest income as well as interest expense recognized on borrowings under the Company’s revolving credit facility, which was entered into in August of 2005. These were offset in part by higher realized gains from investment activity.

Income taxes for the 13 weeks ended April 2, 2006 resulted in an effective tax rate of 37.9%, compared to 37.7% in the corresponding period of fiscal 2005. The Company currently estimates that its effective tax rate for fiscal year 2006 will approximate 38%, with quarterly variations.

SEGMENT RESULTS

Segment information is prepared on the basis that the Company’s management reviews financial information for operational decision-making purposes. The tables below present operating segment results net of intersegment eliminations for the 13 weeks ended April 2, 2006 and April 3, 2005 (in thousands):

		13 Weeks Ended												13 Weeks Ended
		April 2,				April 3,				%				April 2,				April 3,
		2006				2005				Change				2006				2005
														As a % of U.S. total net
United States														revenues
Net revenues:
Company-operated retail		$	1,338,118			$	1,084,737				23.4	%			85.2	%			85.0	%
Specialty:
Licensing			155,794				124,136				25.5	%			9.9	%			9.7	%
Foodservice and other			76,584				67,545				13.4	%			4.9	%			5.3	%
Total specialty			232,378				191,681				21.2	%			14.8	%			15.0	%
Total net revenues			1,570,496				1,276,418				23.0	%			100.0	%			100.0	%
Cost of sales including occupancy costs			609,168				504,076								38.8	%			39.5	%
Store operating expenses			562,429				456,838								42.0	%(1)			42.1	%(1)
Other operating expenses			51,439				38,841								22.1	%(2)			20.3	%(2)
Depreciation and amortization expenses			69,102				64,819								4.4	%			5.1	%
General and administrative expenses			23,201				24,350								1.5	%			1.9	%
Income from equity investees			10,761				8,564								0.7	%			0.7	%
Operating income		$	265,918			$	196,058				35.6	%			16.9	%			15.4	%

														As a % of International
International														total net revenues
Net revenues:
Company-operated retail		$	261,726			$	199,210				31.4	%			83.0	%			82.2	%
Specialty:
Licensing			46,560				37,156				25.3	%			14.8	%			15.3	%
Foodservice and other			7,040				5,932				18.7	%			2.2	%			2.5	%
Total specialty			53,600				43,088				24.4	%			17.0	%			17.8	%
Total net revenues			315,326				242,298				30.1	%			100.0	%			100.0	%
Cost of sales including occupancy costs			151,705				124,664								48.1	%			51.5	%
Store operating expenses			102,844				76,106								39.3	% (1)			38.2	% (1)
Other operating expenses			12,209				7,506								22.8	% (2)			17.4	% (2)
Depreciation and amortization expenses			16,745				14,128								5.3	%			5.8	%
General and administrative expenses			18,570				10,216								5.9	%			4.2	%
Income from equity investees			9,224				7,730								2.9	%			3.2	%
Operating income		$	22,477			$	17,408				29.1	%			7.1	%			7.2	%

														As a % of total net
Unallocated Corporate														revenues
Depreciation and amortization expenses		$	8,661			$	8,825								0.5	%			0.6	%
General and administrative expenses			77,840				47,363								4.1	%			3.1	%
Operating loss		$	(86,501	)		$	(56,188	)							(4.6	)%			(3.7	)%

(1)		Shown as a percentage of related Company-operated retail revenues.
(2)		Shown as a percentage of related total specialty revenues.