What changed in this filing

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Item 9A. Controls and Procedures

2020-11-12 compared with 2019-11-15 · 143 added, 42 removed, 166 unchanged (53% of the section changed)

6 unchanged sentences

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that materially affected or are reasonably likely to materially affect internal control over financial reporting.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits 31.1 and 31.2 , respectively, to this 10-K.

The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits 31.

1 and 31.2 , respectively, to this 10-K.

Report of Management on Internal Control over Financial Reporting

15 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 27, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 27, 2020, of the Company and our report dated November 12, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph relating to the Company’s adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No.

Basis for Opinion

23 unchanged sentences

If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code to our chief executive officer, chief operating officer, chief financial officer, chief accounting officer or controller, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at www.starbucks.com/about-us/company-information/corporate-governance or in a report on Form 8-K filed with the SEC.

The remaining information required by this item is incorporated herein by reference to the sections entitled “Proposal 1 — Election of Directors” and “Beneficial Ownership of Common Stock — Delinquent Section 16(a) Reports,” “Corporate Governance — Board Committees and Related Matters” and “Corporate Governance — Audit and Compliance Committee” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on March 18, 2020 (the “Proxy Statement”).

The remaining information required by this item is incorporated herein by reference to the sections entitled “Proposal 1 — Election of Directors,” “Beneficial Ownership of Common Stock,” “Corporate Governance” and “Corporate Governance — Audit and Compliance Committee” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on March 17, 2021 (the “Proxy Statement”).

Executive Compensation

3 unchanged sentences

Certain Relationships, Related Transactions and Director Independence

The information required by this item is incorporated by reference to the section entitled “Certain Relationships and Related Transactions” and “Corporate Governance — Affirmative Determinations Regarding Director Independence and Other Matters” in the Proxy Statement.

The information required by this item is incorporated by reference to the section entitled “Certain Relationships and Related Person Transactions” and “Corporate Governance — Affirmative Determinations Regarding Director Independence and Other Matters” in the Proxy Statement.

Principal Accounting Fees and Services

4 unchanged sentences

The following financial statements are included in Part II, Item 8 of this 10-K:

Consolidated Statements of Earnings for the fiscal years ended September 29, 2019 , September 30, 2018 , and October 1, 2017 ;

Consolidated Statements of Comprehensive Income for the fiscal years ended September 29, 2019 , September 30, 2018 , and October 1, 2017 ;

• Consolidated Statements of Earnings for the fiscal years ended September 27, 2020, September 29, 2019, and September 30, 2018;

• Consolidated Statements of Comprehensive Income for the fiscal years ended September 27, 2020, September 29, 2019, and September 30, 2018;

• Consolidated Balance Sheets as of September 27, 2020 and September 29, 2019;

Consolidated Statements of Cash Flows for the fiscal years ended September 29, 2019 , September 30, 2018 , and October 1, 2017 ;

Consolidated Statements of Equity for the fiscal years ended September 29, 2019 , September 30, 2018 , and October 1, 2017 ;

• Consolidated Statements of Cash Flows for the fiscal years ended September 27, 2020, September 29, 2019, and September 30, 2018;

• Consolidated Statements of Equity for the fiscal years ended September 27, 2020, September 29, 2019, and September 30, 2018;

• Notes to Consolidated Financial Statements;

3 unchanged sentences

Incorporated by Reference

Exhibit Description

Date of Filing

Exhibit Description Form File No.

Date of Filing Exhibit

Transaction Agreement, dated as of May 6, 2018 by and between Starbucks Corporation and Nestlé S.A.

8-K 0-20322 5/7/2018 2.1

Restated Articles of Incorporation of Starbucks Corporation

10-Q 0-20322 4/28/2015 3.1

Amended and Restated Bylaws of Starbucks Corporation (As amended and restated through June 1, 2018)

8-K 0-20322 6/5/2018 3.1

Indenture, dated as of September 15, 2016, by and between Starbucks Corporation and U.S.

Bank National Association, as trustee

S-3ASR 333-213645

First Supplemental Indenture, dated March 17, 2017, by and between Starbucks Corporation and U.S.

Bank National Association, as trustee, transfer agent and registrar, and Elavon Financial Services, DAC, UK Branch, as paying agent (0.372% Senior Notes due 2024)

8-K 0-20322 3/20/2017 4.2

Form of 0.372% Senior Note due March 15, 2024

8-K 0-20322 3/20/2017 4.3

Second Supplemental Indenture, dated as of November 22, 2017, by and between Starbucks Corporation and U.S.

Bank National Association, as trustee (2.200% Senior Notes due 2020 and 3.750% Senior Notes due 2047)

8-K 0-20322 11/22/2017 4.2

Form of 2.200% Senior Notes due November 22, 2020 (included in Exhibit 4.2)

8-K 0-20322 11/22/2017 4.3

Form of 3.750% Senior Notes due December 1, 2047 (included in Exhibit 4.2)

8-K 0-20322 11/22/2017 4.4

Third Supplemental Indenture, dated as of February 28, 2018, by and between Starbucks Corporation and U.S.

Bank National Association, as trustee (3.100% Senior Notes due 2023 and 3.500% Senior Notes due 2028)

8-K 0-20322 2/28/2018 4.2

Form of 3.100% Senior Notes due March 1, 2023

8-K 0-20322 2/28/2018 4.3

Form of 3.500% Senior Notes due March 1, 2028

8-K 0-20322 2/28/2018 4.4

Fourth Supplemental Indenture, dated as of August 10, 2018, by and between Starbucks Corporation and U.S.

Bank National Association, as trustee (3.800% Senior Notes due 2025, 4.000% Senior Notes due 2028 and 4.500% Senior Notes due 2048)

8-K 0-20322 8/10/2018 4.2

Form of 3.800% Senior Notes due August 15, 2025

8-K 0-20322 8/10/2018 4.3

Incorporated by Reference

Exhibit Description

Date of Filing

Exhibit Description Form File No.

Date of Filing Exhibit

Form of 4.000% Senior Notes due November 15, 2028

8-K 0-20322 8/10/2018 4.4

Form of 4.500% Senior Notes due November 15, 2048

8-K 0-20322 8/10/2018 4.5

Fifth Supplemental Indenture, dated as of May 13, 2019, by and between Starbucks Corporation and U.S.

Bank National Association, as trustee (3.550% Senior Notes due 2029 and 4.450% Senior Notes due 2049)

8-K 0-20322 5/13/2019 4.2

Form on 3.550% Senior Notes due August 15, 2029 (included in Exhibit 4.2)

8-K 0-20322 5/13/2019 4.3

Form on 4.450% Senior Notes due August 15, 2049 (included in Exhibit 4.2)

8-K 0-20322 5/13/2019 4.4

Sixth Supplemental Indenture, dated as of March 12, 2020, by and between Starbucks Corporation and U.S.

Bank National Association, as trustee (2.000% Senior Notes due 2027, 2.250% Senior Notes due 2030 and 3.350% Senior Notes due 2050)

8-K 0-20322 3/12/2020 4.2

Form of 2.000% Senior Notes due March 12, 2027 (included in Exhibit 4.2)

8-K 0-20322 3/12/2020 4.3

Form of 2.250% Senior Notes due March 12, 2030 (included in Exhibit 4.2)

8-K 0-20322 3/12/2020 4.4

Form of 3.350% Senior Notes due March 12, 2050 (included in Exhibit 4.2)

8-K 0-20322 3/12/2020 4.5

Seventh Supplemental Indenture, dated as of May 7, 2020, by and between Starbucks Corporation and U.S.

Bank National Association, as trustee (1.300% Senior Notes due 2022, 2.550% Senior Notes due 2030 and 3.500% Senior Notes due 2050)

8-K 0-20322 5/7/2020 4.2

Form of 1.300% Senior Notes due May 7, 2022 (included in Exhibit 4.2)

8-K 0-20322 5/7/2020 4.3

Form of 2.550% Senior Notes due November 15, 2030 (included in Exhibit 4.2)

8-K 0-20322 5/7/2020 4.4

Form of 3.500% Senior Notes due November 15, 2050 (included in Exhibit 4.2)

8-K 0-20322 5/7/2020 4.5

Indenture, dated as of August 23, 2007, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee

S-3ASR 333-190955 9/3/2013 4.1

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

Second Supplemental Indenture, dated as of September 6, 2013, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (3.850% Senior Notes due October 1, 2023)

8-K 0-20322 9/6/2013 4.2

Form of 3.850% Senior Notes due October 1, 2023

8-K 0-20322 9/6/2013 4.3

Third Supplemental Indenture, dated as of December 5, 2013, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (0.875% Senior Notes due 2016 and 2.000% Senior Notes due 2018)

8-K 0-20322 12/5/2013 4.2

Form of 2.000% Senior Notes due December 5, 2018

8-K 0-20322 12/5/2013 4.4

Fourth Supplemental Indenture, dated as of June 10, 2015, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (2.700% Senior Notes due June 15, 2022 and 4.300% Senior Notes due June 15, 2045)

8-K 0-20322 6/10/2015 4.2

Form of 2.700% Senior Notes due June 15, 2022

8-K 0-20322 6/10/2015 4.3

Form of 4.300% Senior Notes due June 15, 2045

8-K 0-20322 6/10/2015 4.4

Fifth Supplemental Indenture, dated as of February 4, 2016, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (2.100% Senior Notes due February 4, 2021)

Incorporated by Reference

Exhibit Description

Date of Filing

8-K 0-20322 2/4/2016 4.2

Form of 2.100% Senior Notes due February 4, 2021

8-K 0-20322 2/4/2016 4.3

Sixth Supplemental Indenture, dated as of May 16, 2016, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (2.450% Senior Notes due June 15, 2026)

8-K 0-20322 5/16/2016 4.4

Form of 2.450% Senior Notes due June 15, 2026

8-K 0-20322 5/16/2016 4.5

Description of Securities

10-K 0-20322 11/15/2019 4.29

Starbucks Corporation Employee Stock Purchase Plan — 1995 as amended and restated on April 9, 2015 to reflect adjustments for the 2-for-1 forward stock split effective on such date

10-Q 0-20322 8/1/2017 10.1

Starbucks Corporation Executive Management Bonus Plan, as amended and restated on June 25, 2019

0-20322 7/30/2019 10.1

Starbucks Corporation Management Deferred Compensation Plan, as amended and restated effective January 1, 2011

10-Q 0-20322 2/4/2011 10.2

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

Fifth Amendment to Starbucks Corporation Management Deferred Compensation Plan

10-Q 0-20322 7/28/2020 10.1

Starbucks Corporation UK Share Save Plan

10-K 0-20322 12/23/2003 10.9

Starbucks Corporation Deferred Compensation Plan for Non-Employee Directors, effective October 3, 2011, as amended and restated effective September 11, 2018

10-K 0-20322 11/16/2018 10.5

Starbucks Corporation UK Share Incentive Plan, as amended and restated effective November 14, 2006

10-K 0-20322 12/14/2006 10.12

Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective March 20, 2013, as restated on April 9, 2015 to reflect adjustments for the 2-for-1 forward stock split effective on such date, and as amended and restated by the Board on September 11, 2018

10-K 0-20322 11/16/2018 10.7

2005 Key Employee Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective November 15, 2005

0-20322 2/10/2006 10.2

Incorporated by Reference

Exhibit Description

Date of Filing

Exhibit Description Form File No.

Date of Filing Exhibit

2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective September 11, 2018

Form of Stock Option Grant Agreement for Purchase of Stock under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan

10-K 0-20322 11/16/2018 10.9

Form of Global Stock Option Grant Agreement for Purchase of Stock under the Key Employee Sub-Plan to the 2005 Long Term Equity Incentive Plan

10-K 0-20322 11/18/2016 10.14

Form of Stock Option Grant Agreement for Purchase of Stock under the 2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan

10-Q 0-20322 4/26/2016 10.2

Form of Restricted Stock Unit Grant Agreement under the 2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan

10-Q 0-20322 4/26/2016 10.3

Credit Agreement, dated October 25, 2017, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, N.A., Citibank, N.A.

Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto.

Amended and Restated 364-Day Credit Agreement, dated October 24, 2018, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent and Swing Line Lender and U.S.

Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto.

8-K 0-20322 10/30/2017 10.1

First Amendment to Credit Agreement, dated May 27, 2020, among Starbucks Corporation, each Lender under the Credit Agreement that is a party thereto, and the Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer

10-Q 0-20322 7/28/2020 10.2

Description of Extension, dated as of October 23, 2019, to the Amended and Restated 364-Day Credit Agreement, dated as of October 24, 2018, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent and Swing Line Lender and U.S.

Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto.

Form of Commercial Paper Dealer Agreement between Starbucks Corporation, as Issuer, and the Dealer

Form of Time Vested Restricted Stock Unit Grant Agreement (U.S.) under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan

8-K 0-20322 10/25/2019

First Amendment to Amended and Restated 364-Day Credit Agreement, dated May 27, 2020, among Starbucks Corporation, each Lender under the Credit Agreement that is a party thereto, and the Bank of America, N.A., as Administrative Agent and Swing Line Lender

10-Q 0-20322 7/28/2020 10.3

Incorporated by Reference

Exhibit Description

Date of Filing

Exhibit Description Form File No.

Date of Filing Exhibit

Second Amended and Restated 364-Day Credit Agreement, dated September 23, 2020, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent and Swing Line Lender and U.S.

Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto.

8-K 0-20322 9/24/2020 10.1

Form of Commercial Paper Dealer Agreement between Starbucks Corporation, as Issuer, and the Dealer

8-K 0-20322 7/29/2016

Form of Time Vested Global Restricted Stock Unit Grant Agreement under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan

Form of Performance Based Global Restricted Stock Unit Grant Agreement under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan

10-K 0-20322 11/18/2016 10.21

Form of Global Key Employee Restricted Stock Unit Grant Agreement

10-K 0-20322 11/17/2017 10.24

Form of Global Key Employee Restricted Stock Unit Grant Agreement (Effective November 2019)

10-K 0-20322 11/15/2019 10.22

Form of Global Key Employee Restricted Stock Unit Grant Agreement - No Retirement Vesting (Effective November 2020)

Form of Global Key Employee Restricted Stock Unit Grant Agreement - Retirement Vesting (Effective November 2020)

Form of Global Key Employee Stock Option Grant Agreement for Purchase of Stock under the 2005 Long-Term Equity Incentive Plan

10-K 0-20322 11/17/2017 10.25

Form of Global Key Employee Performance-Based Stock Option Grant Agreement for Purchase of Stock under the 2005 Long-Term Equity Incentive Plan

Form of Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based)

Form of Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based) (Effective November 2019)

Exclusive Aircraft Sublease (S/N 6003) dated as of September 27, 2013 by and between Cloverdale Services, LLC and Starbucks Corporation

Transition Agreement dated June 27, 2018 between Scott Maw and Starbucks Corporation

10-K 0-20322 11/16/2018 10.23

Form of Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based - No Retirement Vesting )

10-K 0-20322 11/17/2017 10.26

Form of Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based - Retirement Vesting) (Effective November 2019)

10-K 0-20322 11/15/2019 10.26

Form of Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based - Retirement Vesting) (Effective November 2020)

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

Letter Agreement dated November 30, 2009 between Starbucks Corporation and John Culver

10-Q 0-20322 2/2/2010 10.3

Letter Agreement dated May 16, 2012 between Starbucks Corporation and Lucy Lee Helm

10-K 0-20322 11/14/2014 10.33

Offer Letter dated March 23, 2017 between Starbucks Corporation and Kevin Johnson

10-Q 0-20322 5/2/2017 10.1

Executive Long-Term Incentive Agreement dated December 9, 2019 between Starbucks Corporation and Kevin R.

10-Q 0-20322 1/28/2020 10.1

Offer Letter dated August 23, 2017 between Starbucks Corporation and Rosalind Brewer

8-K 0-20322 9/6/2017 10.1

Executive Long-Term Incentive Agreement dated December 9, 2019 by and between Starbucks Corporation and Rosalind G.

10-Q 0-20322 1/28/2020 10.2

Offer Letter dated October 5, 2018 between Starbucks Corporation and Patrick J.

8-K 0-20322 10/9/2018 10.1

Incorporated by Reference

Exhibit Description

Date of Filing

Exhibit Description Form File No.

Date of Filing Exhibit

Subsidiaries of Starbucks Corporation

1 unchanged sentence

Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K)

__ __ __ __ X

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

3 unchanged sentences

101 The following financial statements from the Company’s 10-K for the fiscal year ended September 27, 2020, formatted in iXBRL:

(i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements

104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

* Denotes a management contract or compensatory plan or arrangement.

10 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of November 12, 2020.

president and chief executive officer, director

Signature Title

Johnson president and chief executive officer, director

(principal executive officer)

/s/ Patrick J.

executive vice president, chief financial officer

Grismer executive vice president, chief financial officer

(principal financial officer)

senior vice president, Corporate Financial Services, and chief accounting officer (principal accounting officer)

Walker senior vice president, Corporate Financial Services, and chief accounting officer (principal accounting officer)

/s/ Richard E.

/s/ Rosalind G.

/s/ Andrew Campion

Brewer director

/s/ Andrew Campion director

Andrew Campion

/s/ Mellody Hobson

Dillon director

/s/ Mellody Hobson director

Mellody Hobson

/s/ Jørgen Vig Knudstorp

/s/ Jørgen Vig Knudstorp director

Jørgen Vig Knudstorp

/s/ Isabel Ge Mahe

/s/ Isabel Ge Mahe director

Isabel Ge Mahe

/s/ Satya Nadella

Signature Title

/s/ Satya Nadella director

Satya Nadella

/s/ Joshua Cooper Ramo

/s/ Joshua Cooper Ramo director

Joshua Cooper Ramo

/s/ Clara Shih

/s/ Clara Shih director

/s/ Javier G.

Teruel director

Ullman, III director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures