What changed in this filing

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Item 9A. Controls and Procedures

2021-11-19 compared with 2020-11-12 · 40 added, 98 removed, 211 unchanged (40% of the section changed)

4 unchanged sentences

During the fourth quarter of fiscal 2021, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report (September 27, 2020).

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

8 unchanged sentences

This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September 27, 2020.

Our internal control over financial reporting as of September 27, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of October 3, 2021.

Our internal control over financial reporting as of October 3, 2021 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1 unchanged sentence

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Starbucks Corporation and subsidiaries (the “Company”) as of September 27, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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.

We have audited the internal control over financial reporting of Starbucks Corporation and subsidiaries (the “Company”) as of October 3, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 3, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinion

18 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Information regarding our executive officers is set forth in Item 1 of Part 1 of this Report under the caption “Information about our Executive Officers.”

Information regarding our executive officers is set forth in Item 1 of Part I of this Report under the caption “Information about our Executive Officers.”

We adopted a code of ethics that applies to our chief executive officer, chief financial officer, controller and other finance leaders, which is a “code of ethics” as defined by applicable rules of the SEC.

2 unchanged sentences

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 16, 2022 (the “Proxy Statement”).

We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

Executive Compensation

The information required by this item is incorporated by reference to the section entitled “Executive Compensation,” in the Proxy Statement.

The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Executive Compensation Tables,” “Compensation of Directors” and “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this item is incorporated by reference to the sections entitled “Equity Compensation Plan Information” and “Beneficial Ownership of Common Stock” in the Proxy Statement.

Certain Relationships, Related Transactions and Director Independence

Certain Relationships and Related Transactions and Director Independence

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

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the sections entitled “Proposal 4 - Ratification of Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm - Independent Registered Public Accounting Firm Fees” and “Proposal 4 - Ratification of Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm - Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm” in the Proxy Statement.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) The following documents are filed as a part of this 10-K:

1 unchanged sentence

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 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 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;

• Consolidated Statements of Earnings for the fiscal years ended October 3, 2021, September 27, 2020, and September 29, 2019;

• Consolidated Statements of Comprehensive Income for the fiscal years ended October 3, 2021, September 27, 2020, and September 29, 2019;

• Consolidated Balance Sheets as of October 3, 2021 and September 27, 2020;

• Consolidated Statements of Cash Flows for the fiscal years ended October 3, 2021, September 27, 2020, and September 29, 2019;

• Consolidated Statements of Equity for the fiscal years ended October 3, 2021, September 27, 2020, and September 29, 2019;

• Notes to Consolidated Financial Statements;

9 unchanged sentences

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

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

Amended and Restated Bylaws of Starbucks Corporation (As amended and restated through Mar ch 17 , 20 2 1 )

8-K 0-20322 3/19/2021 3.1

10 unchanged sentences

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)

12 unchanged sentences

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

Form of 4.000% Senior Notes due November 15, 2028

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

Incorporated by Reference

2 unchanged sentences

Form of 4.500% Senior Notes due November 15, 2048

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.

1 unchanged sentence

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

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

Form of 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)

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

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

26 unchanged sentences

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)

4 unchanged sentences

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)

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)

7 unchanged sentences

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

0-20322 7/30/2019 10.1

10-Q 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

1 unchanged sentence

Date of Filing Exhibit

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

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

4 unchanged sentences

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.

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.

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 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.

Credit Agreement, dated September 16, 2021, 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.

4 unchanged sentences

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)

1 unchanged sentence

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

10-K 0-20322 11/12/2020 10.23

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

10-K 0-20322 11/12/2020 10.24

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

2 unchanged sentences

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

1 unchanged sentence

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

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

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

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

10-K 0-20322 11/12/2020 10.29

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.

Offer Letter dated January 6, 2021 between Starbucks Corporation and Rachel Ruggeri

8-K 0-20322 1/7/2021 10.1

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

Subsidiaries of Starbucks Corporation

Consent of Independent Registered Public Accounting Firm

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

2 unchanged sentences

Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

101 The following financial statements from the Company’s 10-K for the fiscal year ended October 3, 2021, formatted in iXBRL:

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

2 unchanged sentences

** Furnished herewith.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

November 19, 2021

POWER OF ATTORNEY

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Kevin R.

Johnson, Patrick J.

Grismer and Rachel A.

Gonzalez, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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 19, 2021.

2 unchanged sentences

(principal executive officer)

/s/ Patrick J.

Grismer executive vice president, chief financial officer

/s/ Rachel Ruggeri executive vice president, chief financial officer

(principal financial officer)

Rachel Ruggeri

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

/s/ Richard E.

/s/ Rosalind G.

Brewer director

/s/ Andrew Campion director

1 unchanged sentence

Dillon director

/s/ Isabel Ge Mahe director

Isabel Ge Mahe

/s/ Mellody Hobson director

2 unchanged sentences

Jørgen Vig Knudstorp

/s/ Isabel Ge Mahe director

Isabel Ge Mahe

Signature Title

/s/ Satya Nadella director

5 unchanged sentences

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