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DARDEN RESTAURANTS, INC. (Exact Name of Registrant As Specified in Its Charter)

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DARDEN RESTAURANTS, INC. (Exact Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 23, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 1-13666 Commission File Number DARDEN RESTAURANTS, INC. (Exact name of registrant as specified in its charter) Florida 59-3305930 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1000 Darden Center Drive Orlando, Florida 32837 (Address of principal executive offices) (Zip Code) 407-245-4000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, without par value DRI New York Stock Exchange 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 ☐ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No Number of shares of common stock outstanding as of March 16, 2020: 120,823,455. Table of Contents TABLE OF CONTENTS Page Part I - Financial Information Item 1. Financial Statements (Unaudited) 4 Consolidated Statements of Earnings 4 Consolidated Statements of Comprehensive Income 5 Consolidated Balance Sheets 6 Consolidated Statements of Changes in Stockholders’ Equity 7 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosures About Market Risk 34 Item 4. Controls and Procedures 34 Part II - Other Information Item 1. Legal Proceedings 35 Item 1A. Risk Factors 35 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36 Item 5. Other Information 36 Item 6. Exhibits 37 Signature 38 2 Table of Contents Cautionary Statement Regarding Forward-Looking Statements Statements set forth in or incorporated into this report that are not historical facts, including without limitation statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Darden Restaurants, Inc. and its subsidiaries that are preceded by, followed by or that include words such as “may,” “will,” “expect,” “intend,” “anticipate,” “continue,” “estimate,” “project,” “believe,” “plan”, “outlook” or similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This statement is included for purposes of complying with the safe harbor provisions of that Act. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements for any reason to reflect events or circumstances arising after such date. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. The most significant of these uncertainties are described in Darden’s Form 10-K, Form 10-Q (including this report) and Form 8-K reports. 3 Table of Contents PART I FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) DARDEN RESTAURANTS, INC. CONSOLIDATED STATEMENTS OF EARNINGS (In millions, except per share data) (Unaudited) Three Months Ended Nine Months Ended February 23, February 24, February 23, February 24, 2020 2019 2020 2019 Sales $ 2,346.5 $ 2,246.5 $ 6,536.8 $ 6,281.3 Costs and expenses: Food and beverage 658.0 638.0 1,844.3 1,784.6 Restaurant labor 753.8 711.4 2,149.9 2,053.1 Restaurant expenses 396.7 379.5 1,144.7 1,098.4 Marketing expenses 71.6 62.4 206.6 186.9 General and administrative expenses 100.3 102.8 289.6 302.4 Depreciation and amortization 87.7 85.3 261.5 248.8 Impairments and disposal of assets, net 0.1 1.6 0.2 4.4 Total operating costs and expenses $ 2,068.2 $ 1,981.0 $ 5,896.8 $ 5,678.6 Operating income 278.3 265.5 640.0 602.7 Interest, net 13.2 12.4 37.4 38.3 Other (income) expense, net — — 153.3 — Earnings (loss) before income taxes 265.1 253.1 449.3 564.4 Income tax expense 31.8 28.0 18.8 54.5 Earnings from continuing operations $ 233.3 $ 225.1 $ 430.5 $ 509.9 Losses from discontinued operations, net of tax benefit of $0.7, $0.8, $1.6 and $1.3, respectively (1.0) (1.5) (2.9) (4.5) Net earnings $ 232.3 $ 223.6 $ 427.6 $ 505.4 Basic net earnings per share: Earnings from continuing operations $ 1.92 $ 1.83 $ 3.53 $ 4.12 Losses from discontinued operations — (0.02) (0.03) (0.03) Net earnings $ 1.92 $ 1.81 $ 3.50 $ 4.09 Diluted net earnings per share: Earnings from continuing operations $ 1.90 $ 1.80 $ 3.48 $ 4.06 Losses from discontinued operations (0.01) (0.01) (0.02) (0.04) Net earnings $ 1.89 $ 1.79 $ 3.46 $ 4.02 Average number of common shares outstanding: Basic 121.3 123.3 122.1 123.7 Diluted 122.8 125.0 123.7 125.6 See accompanying notes to our unaudited consolidated financial statements. 4 Table of Contents DARDEN RESTAURANTS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) (Unaudited) Three Months Ended Nine Months Ended February 23, February 24, February 23, February 24, 2020 2019 2020 2019 Net earnings $ 232.3 $ 223.6 $ 427.6 $ 505.4 Other comprehensive income (loss): Foreign currency adjustment — (0.3) 5.5 0.3 Change in fair value of derivatives and amortization of unrecognized gains and losses on derivatives, net of taxes of $0.0, $(0.1), $(0.1) and $(0.1), respectively 0.7 (1.9) (4.9) 4.4 Net unamortized gain (loss) arising during the period, including amortization of unrecognized net actuarial (loss) gain, net of taxes of $(0.1), $0.0, $32.3 and $0.0, respectively, related to pension and other post-employment benefits (0.6) (0.1) 97.2 (0.5) Other comprehensive income (loss) $ 0.1 $ (2.3) $ 97.8 $ 4.2 Total comprehensive income $ 232.4 $ 221.3 $ 525.4 $ 509.6 See accompanying notes to our unaudited consolidated financial statements. 5 Table of Contents DARDEN RESTAURANTS, INC. CONSOLIDATED BALANCE SHEETS (In millions) February 23, May 26, 2020 2019 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 321.7 $ 457.3 Receivables, net 51.2 88.3 Inventories 229.6 207.3 Prepaid income taxes 19.6 41.6 Prepaid expenses and other current assets 63.9 98.1 Total current assets $ 686.0 $ 892.6 Land, buildings and equipment, net of accumulated depreciation and amortization of $2,615.5 and $2,482.6, respectively 2,794.9 2,552.6 Operating lease right-of-use assets 4,030.4 — Goodwill 1,205.5 1,183.7 Trademarks 950.8 950.8 Other assets 305.7 313.1 Total assets $ 9,973.3 $ 5,892.8 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 360.1 $ 332.6 Accrued payroll 155.2 175.3 Accrued income taxes 5.4 11.6 Other accrued taxes 52.2 54.2 Unearned revenues 475.7 428.5 Other current liabilities 634.5 471.9 Total current liabilities $ 1,683.1 $ 1,474.1 Long-term debt 928.5 927.7 Deferred income taxes 188.5 156.9 Operating lease liabilities - non-current 4,317.4 — Deferred rent — 354.4 Other liabilities 514.6 587.1 Total liabilities $ 7,632.1 $ 3,500.2 Stockholders’ equity: Common stock and surplus $ 1,693.0 $ 1,685.0 Retained earnings 648.6 806.6 Accumulated other comprehensive income (loss) (0.4) (98.2) Unearned compensation — (0.8) Total stockholders’ equity $ 2,341.2 $ 2,392.6 Total liabilities and stockholders’ equity $ 9,973.3 $ 5,892.8 See accompanying notes to our unaudited consolidated financial statements. 6 Table of Contents DARDEN RESTAURANTS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Three and Six Months Ended February 23, 2020 and February 24, 2019 (In millions) (Unaudited) Common Accumulated Stock Other Total And Retained Treasury Comprehensive Unearned Stockholders’ Surplus Earnings Stock Income (Loss) Compensation Equity Balance at November 24, 2019 $ 1,690.0 $ 584.5 $ — $ (0.5) $ (0.3) $ 2,273.7 Net earnings — 232.3 — — — 232.3 Other comprehensive income (loss) — — — 0.1 — 0.1 Dividends declared ($0.88 per share) — (107.4) — — — (107.4) Stock
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