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Item 9A. Controls and Procedures

2022-11-18 compared with 2021-11-19 · 50 added, 35 removed, 216 unchanged (28% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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.

During the fourth quarter of fiscal 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our interim 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 (October 2, 2022).

18 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 2, 2022, 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 October 3, 2021, of the Company and our report dated November 19, 2021, expressed an unqualified opinion on those financial statements.

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 October 2, 2022, of the Company and our report dated November 18, 2022, expre ssed an unqualified opinion on those financial statements.

Basis for Opinion

24 unchanged sentences

This code is publicly available on our website at www.starbucks.com/about-us/company-information/corporate-governance.

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.

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 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,” “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 23, 2023 (the “Proxy Statement”).

7 unchanged sentences

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.

The information required by this item is incorporated by reference to the sections entitled “Proposal 4 - Ratification of Selection of Deloitte & Touche LLP (PCAOB ID No.

34 ) 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 and Financial Statement Schedules

2 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 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;

• Consolidated Statements of Earnings for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020;

• Consolidated Statements of Comprehensive Income for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020;

• Consolidated Balance Sheets as of October 2, 2022 and October 3, 2021;

• Consolidated Statements of Cash Flows for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020;

• Consolidated Statements of Equity for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020;

• 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 Mar ch 17 , 20 2 1 )

Amended and Restated Bylaws of Starbucks Corporation (As amended and restated through March 17, 2021)

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

49 unchanged sentences

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)

2 unchanged sentences

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

Eighth Supplemental Indenture, dated as of February 14, 2022, by and between Starbucks Corporation and U.S.

Bank Trust Company, National Association, as trustee and as successor in interest to U.S.

Bank National Association (Floating Rate Senior Notes due 2024 and 3.000% Senior Notes due 2032)

8-K 0-20322 2/14/2022 4.2

Incorporated by Reference

1 unchanged sentence

Date of Filing Exhibit

Form of Floating Rate Senior Notes due 2024 (included as Exhibit A to Exhibit 4.24)

8-K 0-20322 2/14/2022 4.3

Form of 3.000% Senior Notes due 2032 (included as Exhibit B to Exhibit 4.24)

8-K 0-20322 2/14/2022 4.4

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

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)

6 unchanged sentences

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

Form of 4.300% Senior Notes due June 15, 2045

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

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)

6 unchanged sentences

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

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

10-Q 0-20322 7/30/2019 10.1

Starbucks Corporation Executive Management Bonus Plan, as amended and restated on J anuary 12, 2022

8-K 0-20322 1/14/2022 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

Fifth Amendment to Starbucks Corporation Management Deferred Compensation Plan

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 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

Incorporated by Reference

1 unchanged sentence

Date of Filing Exhibit

Fifth Amendment to Starbucks Corporation Management Deferred Compensation Plan

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

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 2005 Long-Term Equity Incentive Plan, as amended and restated effective March 16, 2022

10-Q 0-20322 5/3/2022 10.1

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

17 unchanged sentences

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

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

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

4 unchanged sentences

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

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

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

2 unchanged sentences

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

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

Offer Letter dated September 1, 2022 between Starbucks Corporation and Laxman Narasimhan

8-K 0-20322 9/1/2022 10.10

Starbucks Corporation Executive Severance and Change in Control Plan effective August 31, 2022

8-K 0-20322 9/2/2022 10.10

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Promotion - Time-Based -No Retirement Vesting) (Effective August 2022)

Starbucks Corporation Key Employee Restricted Stock Unit Grant Agreement (New Hire - Time-Based - No Retirement Vesting) (Effective August 2022)

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Annual - Time-Based - Retirement Vesting) (Effective August 2022)

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Annual - Performance Based - Retirement Vesting) (Effective August 2022)

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Executive Advisor - Time-Based) (Effective August 2022)

Subsidiaries of Starbucks Corporation

Incorporated by Reference

Exhibit Description Form File No.

Date of Filing Exhibit

Consent of Independent Registered Public Accounting Firm

11 unchanged sentences

STARBUCKS CORPORATION

president and chief executive officer

/s/ Howard Schultz

Howard Schultz

interim chief executive officer

November 18, 2022

1 unchanged sentence

Signature Title

Johnson president and chief executive officer, director

/s/ Howard Schultz interim chief executive officer, director

(principal executive officer)

Howard Schultz

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

(principal financial officer)

(principal financial officer and principal accounting officer)

Rachel Ruggeri

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

/s/ Richard E.

1 unchanged sentence

Andrew Campion

Dillon director

/s/ Isabel Ge Mahe director

9 unchanged sentences

/s/ Clara Shih director

/s/ Javier G.

Teruel 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