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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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59-3305930
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
|
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1000 Darden Center Drive
Orlando, Florida
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32837
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(Address of principal executive offices)
|
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(Zip Code)
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Large accelerated filer
|
|
x
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Accelerated filer
|
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o
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|
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|||
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Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
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Smaller reporting company
|
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o
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Page
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Part I -
|
Financial Information
|
|
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Item 1.
|
||
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Item 2.
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||
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Item 3.
|
||
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|
Item 4.
|
||
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Part II -
|
Other Information
|
|
|
|
|
Item 1.
|
||
|
|
Item 1A.
|
||
|
|
Item 2.
|
||
|
|
Item 6.
|
||
|
|
|
||
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||
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Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
|
Sales
|
$
|
1,608.8
|
|
|
$
|
1,559.0
|
|
|
$
|
3,295.8
|
|
|
$
|
3,154.8
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
|
Food and beverage
|
482.1
|
|
|
485.5
|
|
|
984.9
|
|
|
987.5
|
|
||||
|
Restaurant labor
|
523.8
|
|
|
506.8
|
|
|
1,059.8
|
|
|
1,015.1
|
|
||||
|
Restaurant expenses
|
278.0
|
|
|
277.4
|
|
|
549.9
|
|
|
549.7
|
|
||||
|
Marketing expenses
|
58.3
|
|
|
61.9
|
|
|
123.9
|
|
|
126.4
|
|
||||
|
General and administrative expenses
|
101.9
|
|
|
128.9
|
|
|
199.0
|
|
|
224.3
|
|
||||
|
Depreciation and amortization
|
75.3
|
|
|
80.1
|
|
|
156.4
|
|
|
158.8
|
|
||||
|
Impairments and disposal of assets, net
|
7.7
|
|
|
39.3
|
|
|
6.0
|
|
|
46.3
|
|
||||
|
Total operating costs and expenses
|
$
|
1,527.1
|
|
|
$
|
1,579.9
|
|
|
$
|
3,079.9
|
|
|
$
|
3,108.1
|
|
|
Operating income (loss)
|
81.7
|
|
|
(20.9
|
)
|
|
215.9
|
|
|
46.7
|
|
||||
|
Interest, net
|
57.3
|
|
|
33.7
|
|
|
79.7
|
|
|
145.0
|
|
||||
|
Earnings (loss) before income taxes
|
24.4
|
|
|
(54.6
|
)
|
|
136.2
|
|
|
(98.3
|
)
|
||||
|
Income tax expense (benefit)
|
(5.7
|
)
|
|
(23.8
|
)
|
|
25.1
|
|
|
(48.2
|
)
|
||||
|
Earnings (loss) from continuing operations
|
$
|
30.1
|
|
|
$
|
(30.8
|
)
|
|
$
|
111.1
|
|
|
$
|
(50.1
|
)
|
|
Earnings (loss) from discontinued operations, net of tax expense (benefit) of $0.2, $(1.5), $3.2, and $319.3, respectively
|
13.1
|
|
|
(2.0
|
)
|
|
18.5
|
|
|
520.5
|
|
||||
|
Net earnings (loss)
|
$
|
43.2
|
|
|
$
|
(32.8
|
)
|
|
$
|
129.6
|
|
|
$
|
470.4
|
|
|
Basic net earnings per share:
|
|
|
|
|
|
|
|
||||||||
|
Earnings (loss) from continuing operations
|
$
|
0.23
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.87
|
|
|
$
|
(0.39
|
)
|
|
Earnings (loss) from discontinued operations
|
0.11
|
|
|
(0.02
|
)
|
|
0.14
|
|
|
4.01
|
|
||||
|
Net earnings (loss)
|
$
|
0.34
|
|
|
$
|
(0.26
|
)
|
|
$
|
1.01
|
|
|
$
|
3.62
|
|
|
Diluted net earnings per share:
|
|
|
|
|
|
|
|
||||||||
|
Earnings (loss) from continuing operations
|
$
|
0.23
|
|
|
$
|
(0.24
|
)
|
|
$
|
0.86
|
|
|
$
|
(0.39
|
)
|
|
Earnings (loss) from discontinued operations
|
0.10
|
|
|
(0.02
|
)
|
|
0.14
|
|
|
4.01
|
|
||||
|
Net earnings (loss)
|
$
|
0.33
|
|
|
$
|
(0.26
|
)
|
|
$
|
1.00
|
|
|
$
|
3.62
|
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
128.1
|
|
|
127.7
|
|
|
127.7
|
|
|
130.0
|
|
||||
|
Diluted
|
129.9
|
|
|
127.7
|
|
|
129.7
|
|
|
130.0
|
|
||||
|
Dividends declared per common share
|
$
|
0.55
|
|
|
$
|
0.55
|
|
|
$
|
1.10
|
|
|
$
|
1.10
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
|
Net earnings (loss)
|
$
|
43.2
|
|
|
$
|
(32.8
|
)
|
|
$
|
129.6
|
|
|
$
|
470.4
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency adjustment
|
0.1
|
|
|
4.0
|
|
|
0.9
|
|
|
5.5
|
|
||||
|
Change in fair value of marketable securities, net of taxes of $0.0, $0.0, $0.0 and $0.0, respectively
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
|
Change in fair value of derivatives and amortization of unrecognized gains and losses on derivatives, net of taxes of $13.8, $0.5, $14.3 and $15.9, respectively
|
20.2
|
|
|
3.5
|
|
|
20.9
|
|
|
27.4
|
|
||||
|
Amortization of unrecognized net actuarial (loss) gain, net of taxes of $0.0, $9.3, $(0.1) and $9.8, respectively, related to pension and other post-employment benefits
|
(0.1
|
)
|
|
15.1
|
|
|
(0.2
|
)
|
|
15.4
|
|
||||
|
Other comprehensive income
|
$
|
20.2
|
|
|
$
|
22.7
|
|
|
$
|
21.6
|
|
|
$
|
48.3
|
|
|
Total comprehensive income (loss)
|
$
|
63.4
|
|
|
$
|
(10.1
|
)
|
|
$
|
151.2
|
|
|
$
|
518.7
|
|
|
|
November 29,
2015 |
|
May 31,
2015 |
||||
|
|
(Unaudited)
|
|
|
||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
857.6
|
|
|
$
|
535.9
|
|
|
Receivables, net
|
63.3
|
|
|
78.0
|
|
||
|
Inventories
|
170.0
|
|
|
163.9
|
|
||
|
Prepaid income taxes
|
36.3
|
|
|
18.9
|
|
||
|
Prepaid expenses and other current assets
|
76.8
|
|
|
69.4
|
|
||
|
Deferred income taxes
|
161.1
|
|
|
157.4
|
|
||
|
Assets held for sale
|
18.4
|
|
|
32.9
|
|
||
|
Total current assets
|
$
|
1,383.5
|
|
|
$
|
1,056.4
|
|
|
Land, buildings and equipment, net of accumulated depreciation and amortization of $1,750.3 and $2,304.6, respectively
|
2,074.6
|
|
|
3,215.8
|
|
||
|
Goodwill
|
872.4
|
|
|
872.4
|
|
||
|
Trademarks
|
574.6
|
|
|
574.6
|
|
||
|
Other assets
|
277.2
|
|
|
275.5
|
|
||
|
Total assets
|
$
|
5,182.3
|
|
|
$
|
5,994.7
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable
|
$
|
191.4
|
|
|
$
|
198.8
|
|
|
Accrued payroll
|
110.0
|
|
|
141.1
|
|
||
|
Accrued income taxes
|
—
|
|
|
12.6
|
|
||
|
Other accrued taxes
|
49.9
|
|
|
51.5
|
|
||
|
Unearned revenues
|
307.8
|
|
|
328.6
|
|
||
|
Current portion of long-term debt
|
759.4
|
|
|
15.0
|
|
||
|
Other current liabilities
|
396.9
|
|
|
449.1
|
|
||
|
Total current liabilities
|
$
|
1,815.4
|
|
|
$
|
1,196.7
|
|
|
Long-term debt, less current portion
|
439.5
|
|
|
1,452.3
|
|
||
|
Deferred income taxes
|
226.2
|
|
|
341.8
|
|
||
|
Deferred rent
|
236.1
|
|
|
225.9
|
|
||
|
Other liabilities
|
475.3
|
|
|
444.5
|
|
||
|
Total liabilities
|
$
|
3,192.5
|
|
|
$
|
3,661.2
|
|
|
Stockholders’ equity:
|
|
|
|
||||
|
Common stock and surplus
|
$
|
1,488.3
|
|
|
$
|
1,405.9
|
|
|
Retained earnings
|
577.9
|
|
|
1,026.0
|
|
||
|
Treasury stock
|
(7.8
|
)
|
|
(7.8
|
)
|
||
|
Accumulated other comprehensive income (loss)
|
(65.0
|
)
|
|
(86.6
|
)
|
||
|
Unearned compensation
|
(3.6
|
)
|
|
(4.0
|
)
|
||
|
Total stockholders’ equity
|
$
|
1,989.8
|
|
|
$
|
2,333.5
|
|
|
Total liabilities and stockholders’ equity
|
$
|
5,182.3
|
|
|
$
|
5,994.7
|
|
|
|
Common
Stock
And
Surplus
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Unearned
Compensation
|
|
Total
Stockholders’
Equity
|
||||||||||||
|
Balance at May 31, 2015
|
$
|
1,405.9
|
|
|
$
|
1,026.0
|
|
|
$
|
(7.8
|
)
|
|
$
|
(86.6
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
2,333.5
|
|
|
Net earnings
|
—
|
|
|
129.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129.6
|
|
||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
|
21.6
|
|
||||||
|
Dividends declared
|
—
|
|
|
(140.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.6
|
)
|
||||||
|
Stock option exercises (1.5 shares)
|
59.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.7
|
|
||||||
|
Stock-based compensation
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
||||||
|
ESOP note receivable repayments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||||
|
Income tax benefits credited to equity
|
12.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
||||||
|
Repurchases of common stock (0.0 shares)
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
|
Issuance of stock under Employee Stock Purchase Plan and other plans (0.1 shares)
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||||
|
Separation of Four Corners Property Trust
|
—
|
|
|
(436.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(436.8
|
)
|
||||||
|
Balance at November 29, 2015
|
$
|
1,488.3
|
|
|
$
|
577.9
|
|
|
$
|
(7.8
|
)
|
|
$
|
(65.0
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
1,989.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Balance at May 25, 2014
|
$
|
1,302.2
|
|
|
$
|
995.8
|
|
|
$
|
(7.8
|
)
|
|
$
|
(128.1
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
2,156.9
|
|
|
Net earnings
|
—
|
|
|
470.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
470.4
|
|
||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
48.3
|
|
|
—
|
|
|
48.3
|
|
||||||
|
Dividends declared
|
—
|
|
|
(140.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.9
|
)
|
||||||
|
Stock option exercises (1.4 shares)
|
48.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48.0
|
|
||||||
|
Stock-based compensation
|
17.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.5
|
|
||||||
|
ESOP note receivable repayments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||||
|
Income tax benefits credited to equity
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||||
|
Repurchases of common stock (8.7 shares)
|
(88.3
|
)
|
|
(328.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(416.3
|
)
|
||||||
|
Issuance of stock under Employee Stock Purchase Plan and other plans (0.1 shares)
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||
|
Accelerated share repurchase program
|
(85.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85.6
|
)
|
||||||
|
Balance at November 23, 2014
|
$
|
1,200.7
|
|
|
$
|
997.3
|
|
|
$
|
(7.8
|
)
|
|
$
|
(79.8
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
2,105.5
|
|
|
|
Six Months Ended
|
||||||
|
|
November 29,
2015 |
|
November 23,
2014 |
||||
|
Cash flows—operating activities
|
|
|
|
||||
|
Net earnings
|
$
|
129.6
|
|
|
$
|
470.4
|
|
|
Earnings from discontinued operations, net of tax
|
(18.5
|
)
|
|
(520.5
|
)
|
||
|
Adjustments to reconcile net earnings from continuing operations to cash flows:
|
|
|
|
||||
|
Depreciation and amortization
|
156.4
|
|
|
158.8
|
|
||
|
Impairments and disposal of assets, net
|
6.0
|
|
|
46.3
|
|
||
|
Amortization of loan costs and losses on interest-rate related derivatives
|
3.1
|
|
|
4.9
|
|
||
|
Stock-based compensation expense
|
17.3
|
|
|
29.9
|
|
||
|
Change in current assets and liabilities
|
(91.0
|
)
|
|
(68.6
|
)
|
||
|
Contributions to pension and postretirement plans
|
(0.7
|
)
|
|
(0.7
|
)
|
||
|
Change in cash surrender value of trust-owned life insurance
|
1.8
|
|
|
(3.9
|
)
|
||
|
Deferred income taxes
|
(58.8
|
)
|
|
(33.9
|
)
|
||
|
Change in deferred rent
|
10.7
|
|
|
13.0
|
|
||
|
Change in other assets and liabilities
|
(5.0
|
)
|
|
9.6
|
|
||
|
Loss on extinguishment of debt
|
35.5
|
|
|
90.5
|
|
||
|
Other, net
|
4.2
|
|
|
2.1
|
|
||
|
Net cash provided by operating activities of continuing operations
|
$
|
190.6
|
|
|
$
|
197.9
|
|
|
Cash flows—investing activities
|
|
|
|
||||
|
Purchases of land, buildings and equipment
|
(122.2
|
)
|
|
(167.4
|
)
|
||
|
Proceeds from disposal of land, buildings and equipment
|
311.4
|
|
|
10.7
|
|
||
|
Proceeds from sale of marketable securities
|
0.8
|
|
|
7.7
|
|
||
|
Increase in other assets
|
(10.5
|
)
|
|
(7.4
|
)
|
||
|
Net cash provided by (used in) investing activities of continuing operations
|
$
|
179.5
|
|
|
$
|
(156.4
|
)
|
|
Cash flows—financing activities
|
|
|
|
||||
|
Proceeds from issuance of common stock
|
62.1
|
|
|
50.9
|
|
||
|
Income tax benefits credited to equity
|
12.0
|
|
|
4.0
|
|
||
|
Special cash distribution from Four Corners Property Trust
|
315.0
|
|
|
—
|
|
||
|
Dividends paid
|
(140.6
|
)
|
|
(140.9
|
)
|
||
|
Repurchases of common stock
|
(0.4
|
)
|
|
(2.0
|
)
|
||
|
ESOP note receivable repayment
|
0.4
|
|
|
0.3
|
|
||
|
Proceeds from issuance of short-term debt
|
—
|
|
|
397.4
|
|
||
|
Repayments of short-term debt
|
—
|
|
|
(585.0
|
)
|
||
|
Repayment of long-term debt
|
(270.0
|
)
|
|
(1,059.4
|
)
|
||
|
Principal payments on capital and financing leases
|
(1.6
|
)
|
|
(1.2
|
)
|
||
|
Payment for accelerated share repurchase program
|
—
|
|
|
(500.0
|
)
|
||
|
Proceeds from financing lease obligation
|
—
|
|
|
93.1
|
|
||
|
Net cash used in financing activities of continuing operations
|
$
|
(23.1
|
)
|
|
$
|
(1,742.8
|
)
|
|
Cash flows—discontinued operations
|
|
|
|
||||
|
Net cash used in operating activities of discontinued operations
|
(31.6
|
)
|
|
(223.6
|
)
|
||
|
Net cash provided by investing activities of discontinued operations
|
6.3
|
|
|
1,984.1
|
|
||
|
Net cash (used in) provided by discontinued operations
|
$
|
(25.3
|
)
|
|
$
|
1,760.5
|
|
|
|
|
|
|
||||
|
Increase in cash and cash equivalents
|
321.7
|
|
|
59.2
|
|
||
|
Cash and cash equivalents - beginning of period
|
535.9
|
|
|
98.3
|
|
||
|
Cash and cash equivalents - end of period
|
$
|
857.6
|
|
|
$
|
157.5
|
|
|
|
|
|
|
||||
|
|
Six Months Ended
|
||||||
|
|
November 29,
2015 |
|
November 23,
2014 |
||||
|
Cash flows from changes in current assets and liabilities
|
|
|
|
||||
|
Receivables, net
|
15.9
|
|
|
16.2
|
|
||
|
Inventories
|
(6.3
|
)
|
|
34.9
|
|
||
|
Prepaid expenses and other current assets
|
(7.6
|
)
|
|
13.8
|
|
||
|
Accounts payable
|
(1.2
|
)
|
|
(36.9
|
)
|
||
|
Accrued payroll
|
(31.0
|
)
|
|
(13.2
|
)
|
||
|
Prepaid/accrued income taxes
|
(7.1
|
)
|
|
(34.0
|
)
|
||
|
Other accrued taxes
|
(0.7
|
)
|
|
8.0
|
|
||
|
Unearned revenues
|
(10.6
|
)
|
|
(21.6
|
)
|
||
|
Other current liabilities
|
(42.4
|
)
|
|
(35.8
|
)
|
||
|
Change in current assets and liabilities
|
$
|
(91.0
|
)
|
|
$
|
(68.6
|
)
|
|
•
|
$500.0 million
of unsecured
6.200 percent
senior notes due in October 2017;
|
|
•
|
$121.9 million
of unsecured
4.500 percent
senior notes due in October 2021;
|
|
•
|
$111.1 million
of unsecured
3.350 percent
senior notes due in November 2022; and
|
|
•
|
$10.0 million
of unsecured
4.520 percent
senior notes due in August 2024
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(in millions)
|
November 29, 2015
|
|
November 23, 2014
|
|
November 29, 2015
|
|
November 23, 2014
|
||||||||
|
Sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400.4
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
|
Restaurant and marketing expenses
|
—
|
|
|
(0.6
|
)
|
|
0.3
|
|
|
353.9
|
|
||||
|
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
|
Other costs and expenses (1)
|
(13.3
|
)
|
|
4.1
|
|
|
(22.0
|
)
|
|
(793.5
|
)
|
||||
|
Earnings before income taxes
|
13.3
|
|
|
(3.5
|
)
|
|
21.7
|
|
|
839.8
|
|
||||
|
Income tax expense (benefit)
|
0.2
|
|
|
(1.5
|
)
|
|
3.2
|
|
|
319.3
|
|
||||
|
Earnings (loss) from discontinued operations, net of tax
|
$
|
13.1
|
|
|
$
|
(2.0
|
)
|
|
$
|
18.5
|
|
|
$
|
520.5
|
|
|
(1)
|
Amounts include the initial gain recognized on the sale of Red Lobster as well as gains recognized upon satisfaction of landlord consents.
|
|
Cash paid for interest and income taxes are as follows:
|
|
Six Months Ended
|
||||||
|
(in millions)
|
|
November 29, 2015
|
|
November 23, 2014
|
||||
|
Interest paid, net of amounts capitalized (1)
|
|
$
|
40.8
|
|
|
$
|
99.9
|
|
|
Income taxes paid, net of refunds
|
|
103.9
|
|
|
199.4
|
|
||
|
(1)
|
Interest paid during fiscal 2015 includes debt retirement costs of
$44.4 million
.
|
|
Non-cash investing and financing activities are as follows:
|
|
Six Months Ended
|
||||||
|
(in millions)
|
|
November 29, 2015
|
|
November 23, 2014
|
||||
|
Increase in land, buildings and equipment through accrued purchases
|
|
$
|
11.2
|
|
|
$
|
29.5
|
|
|
Net book value of assets distributed in Four Corners separation, net of deferred tax liabilities
|
|
751.8
|
|
|
—
|
|
||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
(in millions)
|
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||
|
Anti-dilutive stock-based compensation awards
|
|
0.4
|
|
|
5.6
|
|
|
0.2
|
|
|
6.6
|
|
|
(in millions)
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains (Losses) on Marketable Securities
|
|
Unrealized Gains (Losses) on Derivatives
|
|
Benefit Plan Funding Position
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
|
Balance at August 30, 2015
|
|
$
|
(0.9
|
)
|
|
$
|
0.1
|
|
|
$
|
(18.4
|
)
|
|
$
|
(66.0
|
)
|
|
$
|
(85.2
|
)
|
|
Gain (loss)
|
|
0.1
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
|
Reclassification realized in net earnings
|
|
—
|
|
|
—
|
|
|
22.3
|
|
|
(0.1
|
)
|
|
22.2
|
|
|||||
|
Balance at November 29, 2015
|
|
$
|
(0.8
|
)
|
|
$
|
0.1
|
|
|
$
|
1.8
|
|
|
$
|
(66.1
|
)
|
|
$
|
(65.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance at August 24, 2014
|
|
$
|
(3.2
|
)
|
|
$
|
—
|
|
|
$
|
(26.5
|
)
|
|
$
|
(72.8
|
)
|
|
$
|
(102.5
|
)
|
|
Gain (loss)
|
|
(0.5
|
)
|
|
0.1
|
|
|
2.7
|
|
|
14.6
|
|
|
16.9
|
|
|||||
|
Reclassification realized in net earnings
|
|
4.5
|
|
|
—
|
|
|
0.8
|
|
|
0.5
|
|
|
5.8
|
|
|||||
|
Balance at November 23, 2014
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
(23.0
|
)
|
|
$
|
(57.7
|
)
|
|
$
|
(79.8
|
)
|
|
(in millions)
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains (Losses) on Marketable Securities
|
|
Unrealized Gains (Losses) on Derivatives
|
|
Benefit Plan Funding Position
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
|
Balance at May 31, 2015
|
|
$
|
(1.7
|
)
|
|
$
|
0.1
|
|
|
$
|
(19.1
|
)
|
|
$
|
(65.9
|
)
|
|
$
|
(86.6
|
)
|
|
Gain (loss)
|
|
0.9
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.8
|
|
|||||
|
Reclassification realized in net earnings
|
|
—
|
|
|
—
|
|
|
21.0
|
|
|
(0.2
|
)
|
|
20.8
|
|
|||||
|
Balance at November 29, 2015
|
|
$
|
(0.8
|
)
|
|
$
|
0.1
|
|
|
$
|
1.8
|
|
|
$
|
(66.1
|
)
|
|
$
|
(65.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance at May 25, 2014
|
|
$
|
(4.7
|
)
|
|
$
|
0.1
|
|
|
$
|
(50.4
|
)
|
|
$
|
(73.1
|
)
|
|
$
|
(128.1
|
)
|
|
Gain (loss)
|
|
(1.8
|
)
|
|
—
|
|
|
0.7
|
|
|
14.6
|
|
|
13.5
|
|
|||||
|
Reclassification realized in net earnings
|
|
7.3
|
|
|
—
|
|
|
26.7
|
|
|
0.8
|
|
|
34.8
|
|
|||||
|
Balance at November 23, 2014
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
(23.0
|
)
|
|
$
|
(57.7
|
)
|
|
$
|
(79.8
|
)
|
|
|
|
|
Amount Reclassified from AOCI into Net Earnings
|
||||||||||||||
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(in millions)
AOCI Components
|
Location of Gain (Loss) Recognized in Earnings
|
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
|
Derivatives
|
|
|
|
|
|
|
|
|
|
||||||||
|
Equity contracts
|
(1)
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
(0.9
|
)
|
||||
|
Interest rate contracts
|
(2)
|
|
(36.1
|
)
|
|
(1.4
|
)
|
|
(37.4
|
)
|
|
(41.9
|
)
|
||||
|
Total before tax
|
|
|
$
|
(36.1
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(35.3
|
)
|
|
$
|
(42.8
|
)
|
|
Tax benefit
|
|
|
13.8
|
|
|
0.6
|
|
|
14.3
|
|
|
16.1
|
|
||||
|
Net of tax
|
|
|
$
|
(22.3
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(21.0
|
)
|
|
$
|
(26.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Benefit plan funding position
|
|
|
|
|
|
|
|
|
|
||||||||
|
Recognized net actuarial loss - pension/postretirement plans
|
(3)
|
|
$
|
(0.8
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(1.3
|
)
|
|
Recognized net actuarial gain (loss) - other plans
|
(4)
|
|
0.9
|
|
|
(0.1
|
)
|
|
1.7
|
|
|
(0.3
|
)
|
||||
|
Total before tax
|
|
|
$
|
0.1
|
|
|
$
|
(0.8
|
)
|
|
$
|
0.3
|
|
|
$
|
(1.6
|
)
|
|
Tax benefit (expense)
|
|
|
—
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
0.8
|
|
||||
|
Net of tax
|
|
|
$
|
0.1
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.8
|
)
|
|
(1)
|
Primarily included in restaurant labor costs and general and administrative expenses. See Note 9 for additional details.
|
|
(2)
|
Included in interest, net, on our consolidated statements of earnings. Reclassifications for the quarter and
six
months ended
November 29, 2015
, and for the
six
months ended
November 23, 2014
, primarily related to the acceleration of hedge loss amortization resulting from the pay down of long-term debt.
|
|
(3)
|
Included in the computation of net periodic benefit costs - pension and postretirement plans, which is a component of restaurant labor expenses and general and administrative expenses. See Note 8 for additional details.
|
|
(4)
|
Included in the computation of net periodic benefit costs - other plans, which is a component of general and administrative expenses.
|
|
|
|
Defined Benefit Plans
|
||||||||||||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(in millions)
|
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
|
Service cost
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
Interest cost
|
|
2.6
|
|
|
2.9
|
|
|
5.3
|
|
|
5.0
|
|
||||
|
Expected return on plan assets
|
|
(3.6
|
)
|
|
(4.5
|
)
|
|
(7.2
|
)
|
|
(7.6
|
)
|
||||
|
Recognized net actuarial loss
|
|
0.8
|
|
|
0.8
|
|
|
1.4
|
|
|
1.3
|
|
||||
|
Net periodic benefit (credit) cost
|
|
$
|
(0.2
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.8
|
)
|
|
|
|
Postretirement Benefit Plan
|
||||||||||||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(in millions)
|
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
|
Service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
Interest cost
|
|
0.2
|
|
|
0.4
|
|
|
0.4
|
|
|
0.8
|
|
||||
|
Amortization of unrecognized prior service credit
|
|
(1.2
|
)
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
||||
|
Recognized net actuarial loss
|
|
0.3
|
|
|
0.2
|
|
|
0.6
|
|
|
0.3
|
|
||||
|
Net periodic benefit (credit) cost
|
|
$
|
(0.6
|
)
|
|
$
|
0.7
|
|
|
$
|
(1.3
|
)
|
|
$
|
1.4
|
|
|
(in millions)
|
Notional Values
|
|
Balance
Sheet
Location
|
|
Fair Values
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||
|
|
November 29,
2015 |
|
May 31,
2015 |
|
|
|
November 29,
2015 |
|
May 31,
2015 |
|
November 29,
2015 |
|
May 31,
2015 |
||||||||||||
|
Derivative contracts designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Equity forwards
|
$
|
19.4
|
|
|
$
|
11.4
|
|
|
(1)
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
Interest rate related
|
200.0
|
|
|
200.0
|
|
|
(1)
|
|
3.8
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
$
|
3.8
|
|
|
$
|
4.0
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
||||
|
Derivative contracts not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Equity forwards
|
$
|
28.0
|
|
|
$
|
51.7
|
|
|
(1)
|
|
$
|
0.5
|
|
|
$
|
1.3
|
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
$
|
0.5
|
|
|
$
|
1.3
|
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
||||
|
Total derivative contracts
|
|
$
|
4.3
|
|
|
$
|
5.3
|
|
|
$
|
(3.4
|
)
|
|
$
|
—
|
|
|||||||||
|
(1)
|
Derivative assets and liabilities are included in receivables, net, prepaid expenses and other current assets and other current liabilities, as applicable, on our consolidated balance sheets.
|
|
(in millions)
|
|
Amount of Gain (Loss)
Recognized in AOCI
(effective portion)
|
|
Location of
Gain (Loss)
Reclassified
from AOCI to
Earnings
|
|
Amount of Gain (Loss)
Reclassified from AOCI to
Earnings (effective portion)
|
|
Location of
Gain (Loss)
Recognized
in Earnings
(ineffective
portion)
|
|
(1) Amount of Gain (Loss)
Recognized in Earnings
(ineffective portion)
|
||||||||||||||||||
|
|
|
Three Months Ended
|
|
|
|
Three Months Ended
|
|
|
|
Three Months Ended
|
||||||||||||||||||
|
Type of Derivative
|
|
November 29,
2015 |
|
November 23,
2014 |
|
|
|
November 29,
2015 |
|
November 23,
2014 |
|
|
|
November 29,
2015 |
|
November 23,
2014 |
||||||||||||
|
Equity
|
|
$
|
(2.1
|
)
|
|
$
|
2.7
|
|
|
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(2)
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
Interest rate
|
|
—
|
|
|
—
|
|
|
Interest, net
|
|
(36.1
|
)
|
|
(1.4
|
)
|
|
Interest, net
|
|
—
|
|
|
—
|
|
||||||
|
|
|
$
|
(2.1
|
)
|
|
$
|
2.7
|
|
|
|
|
$
|
(36.1
|
)
|
|
$
|
(1.4
|
)
|
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
(in millions)
|
|
Amount of Gain (Loss)
Recognized in AOCI
(effective portion)
|
|
Location of
Gain (Loss)
Reclassified
from AOCI to
Earnings
|
|
Amount of Gain (Loss)
Reclassified from AOCI to
Earnings (effective portion)
|
|
Location of
Gain (Loss)
Recognized
in Earnings
(ineffective
portion)
|
|
(1) Amount of Gain (Loss)
Recognized in Earnings
(ineffective portion)
|
||||||||||||||||||
|
|
|
Six Months Ended
|
|
|
|
Six Months Ended
|
|
|
|
Six Months Ended
|
||||||||||||||||||
|
Type of Derivative
|
|
November 29,
2015 |
|
November 23,
2014 |
|
|
|
November 29,
2015 |
|
November 23,
2014 |
|
|
|
November 29,
2015 |
|
November 23,
2014 |
||||||||||||
|
Equity
|
|
$
|
(0.1
|
)
|
|
$
|
0.7
|
|
|
(2)
|
|
$
|
2.1
|
|
|
$
|
(0.9
|
)
|
|
(2)
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
Interest rate
|
|
—
|
|
|
—
|
|
|
Interest, net
|
|
(37.4
|
)
|
|
(41.9
|
)
|
|
Interest, net
|
|
—
|
|
|
—
|
|
||||||
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.7
|
|
|
|
|
$
|
(35.3
|
)
|
|
$
|
(42.8
|
)
|
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
(1)
|
Generally, all of our derivative instruments designated as cash flow hedges have some level of ineffectiveness, which is recognized currently in earnings. However, as these amounts are generally nominal and our consolidated financial statements are presented “in millions,” these amounts may appear as zero in this tabular presentation.
|
|
(2)
|
Location of the gain (loss) reclassified from AOCI to earnings as well as the gain (loss) recognized in earnings for the ineffective portion of the hedge is restaurant labor expenses and general and administrative expenses.
|
|
(in millions)
|
|
Amount of Gain (Loss)
Recognized in Earnings on
Derivatives
|
|
Location of
Gain (Loss)
Recognized in
Earnings on
Derivatives
|
|
Hedged Item in
Fair Value Hedge
Relationship
|
|
Amount of Gain (Loss)
Recognized in Earnings on
Related Hedged Item
|
|
Location of
Gain (Loss)
Recognized in
Earnings on
Related
Hedged Item
|
||||||||||||
|
|
|
Three Months Ended
|
|
|
|
|
|
Three Months Ended
|
|
|
||||||||||||
|
|
|
November 29,
2015 |
|
November 23,
2014 |
|
|
|
|
|
November 29,
2015 |
|
November 23,
2014 |
|
|
||||||||
|
Interest rate
|
|
$
|
0.4
|
|
|
$
|
(0.2
|
)
|
|
Interest, net
|
|
Debt
|
|
$
|
(0.4
|
)
|
|
$
|
0.2
|
|
|
Interest, net
|
|
(in millions)
|
|
Amount of Gain (Loss)
Recognized in Earnings on
Derivatives
|
|
Location of
Gain (Loss)
Recognized in
Earnings on
Derivatives
|
|
Hedged Item in
Fair Value Hedge
Relationship
|
|
Amount of Gain (Loss)
Recognized in Earnings on
Related Hedged Item
|
|
Location of
Gain (Loss)
Recognized in
Earnings on
Related
Hedged Item
|
||||||||||||
|
|
|
Six Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
||||||||||||
|
|
|
November 29,
2015 |
|
November 23,
2014 |
|
|
|
|
|
November 29,
2015 |
|
November 23,
2014 |
|
|
||||||||
|
Interest rate
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
Interest, net
|
|
Debt
|
|
$
|
(0.3
|
)
|
|
$
|
(0.5
|
)
|
|
Interest, net
|
|
(in millions)
|
|
Location of Gain (Loss) Recognized
in Earnings on Derivatives
|
|
Amount of Gain (Loss) Recognized in Earnings
|
||||||||||||||
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||
|
|
|
|
November 29, 2015
|
|
November 23, 2014
|
|
November 29, 2015
|
|
November 23, 2014
|
|||||||||
|
|
|
|
|
|
|
|||||||||||||
|
Equity forwards
|
|
Restaurant labor expenses
|
|
$
|
(0.7
|
)
|
|
$
|
1.8
|
|
|
1.0
|
|
|
1.2
|
|
||
|
Equity forwards
|
|
General and administrative expenses
|
|
(1.6
|
)
|
|
4.6
|
|
|
2.2
|
|
|
2.8
|
|
||||
|
|
|
|
|
$
|
(2.3
|
)
|
|
$
|
6.4
|
|
|
$
|
3.2
|
|
|
$
|
4.0
|
|
|
Items Measured at Fair Value at November 29, 2015
|
|||||||||||||||||
|
(in millions)
|
|
|
Fair value
of assets
(liabilities)
|
|
Quoted prices
in active
market for
identical assets
(liabilities)
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Corporate bonds
|
(1)
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
U.S. Treasury securities
|
(2)
|
|
5.0
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
||||
|
Mortgage-backed securities
|
(1)
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Equity forwards
|
(3)
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
||||
|
Interest rate swaps
|
(4)
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
||||
|
Total
|
|
|
$
|
8.9
|
|
|
$
|
5.0
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
Items Measured at Fair Value at May 31, 2015
|
|||||||||||||||||
|
(in millions)
|
|
|
Fair value
of assets
(liabilities)
|
|
Quoted prices
in active
market for
identical assets
(liabilities)
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
|
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Corporate bonds
|
(1)
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
U.S. Treasury securities
|
(2)
|
|
5.0
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
||||
|
Mortgage-backed securities
|
(1)
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
||||
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Equity forwards
|
(3)
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
||||
|
Interest rate swaps
|
(4)
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
||||
|
Total
|
|
|
$
|
14.1
|
|
|
$
|
5.0
|
|
|
$
|
9.1
|
|
|
$
|
—
|
|
|
(1)
|
The fair value of these securities is based on closing market prices of the investments when applicable, or, alternatively, valuations utilizing market data and other observable inputs, inclusive of the risk of nonperformance.
|
|
(2)
|
The fair value of our U.S. Treasury securities is based on closing market prices.
|
|
(3)
|
The fair value of our equity forwards is based on the closing market value of Darden stock, inclusive of the risk of nonperformance.
|
|
(4)
|
The fair value of our interest rate lock and swap agreements is based on current and expected market interest rates, inclusive of the risk of nonperformance.
|
|
(in millions)
|
|
Olive Garden
|
|
LongHorn Steakhouse
|
|
Fine Dining
|
|
Other Business
|
|
Corporate
|
|
Consolidated
|
||||||||||||
|
For the three months ended November 29, 2015
|
|
|||||||||||||||||||||||
|
Sales
|
|
$
|
892.3
|
|
|
$
|
365.1
|
|
|
$
|
123.3
|
|
|
$
|
228.1
|
|
|
$
|
—
|
|
|
$
|
1,608.8
|
|
|
Restaurant and marketing expenses
|
|
735.2
|
|
|
310.3
|
|
|
100.9
|
|
|
195.8
|
|
|
—
|
|
|
1,342.2
|
|
||||||
|
Segment profit
|
|
$
|
157.1
|
|
|
$
|
54.8
|
|
|
$
|
22.4
|
|
|
$
|
32.3
|
|
|
$
|
—
|
|
|
$
|
266.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
|
$
|
33.4
|
|
|
$
|
17.4
|
|
|
$
|
6.7
|
|
|
$
|
12.5
|
|
|
$
|
5.3
|
|
|
$
|
75.3
|
|
|
Impairments and disposal of assets, net
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
7.7
|
|
||||||
|
(in millions)
|
|
Olive Garden
|
|
LongHorn Steakhouse
|
|
Fine Dining
|
|
Other Business
|
|
Corporate
|
|
Consolidated
|
||||||||||||
|
For the three months ended November 23, 2014
|
|
|||||||||||||||||||||||
|
Sales
|
|
$
|
881.7
|
|
|
$
|
345.9
|
|
|
$
|
120.4
|
|
|
$
|
211.0
|
|
|
$
|
—
|
|
|
$
|
1,559.0
|
|
|
Restaurant and marketing expenses
|
|
741.2
|
|
|
303.1
|
|
|
99.3
|
|
|
188.0
|
|
|
—
|
|
|
1,331.6
|
|
||||||
|
Segment profit
|
|
$
|
140.5
|
|
|
$
|
42.8
|
|
|
$
|
21.1
|
|
|
$
|
23.0
|
|
|
$
|
—
|
|
|
$
|
227.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
|
$
|
37.7
|
|
|
$
|
17.6
|
|
|
$
|
6.5
|
|
|
$
|
11.7
|
|
|
$
|
6.6
|
|
|
$
|
80.1
|
|
|
Impairments and disposal of assets, net
|
|
15.2
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|
8.6
|
|
|
39.3
|
|
||||||
|
(in millions)
|
|
Olive Garden
|
|
LongHorn Steakhouse
|
|
Fine Dining
|
|
Other Business
|
|
Corporate
|
|
Consolidated
|
||||||||||||
|
For the six months ended November 29, 2015
|
|
|||||||||||||||||||||||
|
Sales
|
|
$
|
1,836.9
|
|
|
$
|
748.9
|
|
|
$
|
236.5
|
|
|
$
|
473.5
|
|
|
$
|
—
|
|
|
$
|
3,295.8
|
|
|
Restaurant and marketing expenses
|
|
1,487.8
|
|
|
637.0
|
|
|
196.3
|
|
|
397.4
|
|
|
—
|
|
|
2,718.5
|
|
||||||
|
Segment profit
|
|
$
|
349.1
|
|
|
$
|
111.9
|
|
|
$
|
40.2
|
|
|
$
|
76.1
|
|
|
$
|
—
|
|
|
$
|
577.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
|
$
|
69.9
|
|
|
$
|
36.9
|
|
|
$
|
13.5
|
|
|
$
|
25.0
|
|
|
$
|
11.1
|
|
|
$
|
156.4
|
|
|
Impairments and disposal of assets, net
|
|
—
|
|
|
(1.2
|
)
|
|
0.7
|
|
|
6.5
|
|
|
—
|
|
|
6.0
|
|
||||||
|
Segments assets
|
|
943.4
|
|
|
985.5
|
|
|
854.2
|
|
|
1,000.7
|
|
|
1,398.5
|
|
|
5,182.3
|
|
||||||
|
Capital expenditures
|
|
44.1
|
|
|
30.3
|
|
|
8.0
|
|
|
37.4
|
|
|
2.4
|
|
|
122.2
|
|
||||||
|
(in millions)
|
|
Olive Garden
|
|
LongHorn Steakhouse
|
|
Fine Dining
|
|
Other Business
|
|
Corporate
|
|
Consolidated
|
||||||||||||
|
For the six months ended November 23, 2014
|
|
|||||||||||||||||||||||
|
Sales
|
|
$
|
1,795.2
|
|
|
$
|
702.8
|
|
|
$
|
224.4
|
|
|
$
|
432.4
|
|
|
$
|
—
|
|
|
$
|
3,154.8
|
|
|
Restaurant and marketing expenses
|
|
1,506.3
|
|
|
606.7
|
|
|
188.0
|
|
|
377.7
|
|
|
—
|
|
|
2,678.7
|
|
||||||
|
Segment profit
|
|
$
|
288.9
|
|
|
$
|
96.1
|
|
|
$
|
36.4
|
|
|
$
|
54.7
|
|
|
$
|
—
|
|
|
$
|
476.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Depreciation and amortization
|
|
$
|
74.8
|
|
|
$
|
35.2
|
|
|
$
|
13.0
|
|
|
$
|
23.4
|
|
|
$
|
12.4
|
|
|
$
|
158.8
|
|
|
Impairments and disposal of assets, net
|
|
15.8
|
|
|
0.8
|
|
|
—
|
|
|
21.0
|
|
|
8.7
|
|
|
46.3
|
|
||||||
|
Segments assets
|
|
1,706.6
|
|
|
1,289.4
|
|
|
869.5
|
|
|
1,071.2
|
|
|
851.2
|
|
|
5,787.9
|
|
||||||
|
Capital expenditures
|
|
70.5
|
|
|
37.9
|
|
|
11.6
|
|
|
44.4
|
|
|
3.0
|
|
|
167.4
|
|
||||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(in millions)
|
|
November 29, 2015
|
|
November 23, 2014
|
|
November 29, 2015
|
|
November 23, 2014
|
||||||||
|
Segment profit
|
|
$
|
266.6
|
|
|
$
|
227.4
|
|
|
$
|
577.3
|
|
|
$
|
476.1
|
|
|
Less general and administrative expenses
|
|
(101.9
|
)
|
|
(128.9
|
)
|
|
(199.0
|
)
|
|
(224.3
|
)
|
||||
|
Less depreciation and amortization
|
|
(75.3
|
)
|
|
(80.1
|
)
|
|
(156.4
|
)
|
|
(158.8
|
)
|
||||
|
Less impairments and disposal of assets, net
|
|
(7.7
|
)
|
|
(39.3
|
)
|
|
(6.0
|
)
|
|
(46.3
|
)
|
||||
|
Less interest, net
|
|
(57.3
|
)
|
|
(33.7
|
)
|
|
(79.7
|
)
|
|
(145.0
|
)
|
||||
|
Earnings (loss) before income taxes
|
|
$
|
24.4
|
|
|
$
|
(54.6
|
)
|
|
$
|
136.2
|
|
|
$
|
(98.3
|
)
|
|
|
Stock Options Granted
|
||||||
|
|
Six Months Ended
|
||||||
|
|
November 29, 2015
|
|
November 23, 2014
|
||||
|
Weighted-average fair value (1)
|
$
|
12.72
|
|
|
$
|
9.20
|
|
|
Dividend yield
|
3.3
|
%
|
|
4.5
|
%
|
||
|
Expected volatility of stock
|
28.0
|
%
|
|
37.3
|
%
|
||
|
Risk-free interest rate
|
1.9
|
%
|
|
2.1
|
%
|
||
|
Expected option life (in years)
|
6.5
|
|
|
6.5
|
|
||
|
Weighted-average exercise price per share (1)
|
$
|
64.85
|
|
|
$
|
39.55
|
|
|
(in millions)
|
|
Stock
Options
|
|
Restricted
Stock/
Restricted
Stock
Units
|
|
Darden
Stock
Units
|
|
Cash-Settled
Performance
Stock Units
|
|
Equity-Settled
Performance Stock Units |
|||||
|
Outstanding beginning of period
|
|
7.71
|
|
|
0.10
|
|
|
1.37
|
|
|
0.38
|
|
|
—
|
|
|
Awards issued in conversion as a result of the separation of Four Corners
|
|
0.97
|
|
|
—
|
|
|
0.18
|
|
|
0.05
|
|
|
—
|
|
|
Awards granted
|
|
0.43
|
|
|
0.04
|
|
|
0.32
|
|
|
—
|
|
|
0.19
|
|
|
Awards exercised
|
|
(1.70
|
)
|
|
(0.02
|
)
|
|
(0.33
|
)
|
|
(0.10
|
)
|
|
—
|
|
|
Awards forfeited
|
|
(0.13
|
)
|
|
—
|
|
|
(0.05
|
)
|
|
(0.10
|
)
|
|
—
|
|
|
Performance unit adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.04
|
|
|
—
|
|
|
Outstanding end of period
|
|
7.28
|
|
|
0.12
|
|
|
1.49
|
|
|
0.27
|
|
|
0.19
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(in millions)
|
|
November 29,
2015 |
|
November 23,
2014 |
|
November 29,
2015 |
|
November 23,
2014 |
||||||||
|
Stock options
|
|
$
|
2.4
|
|
|
$
|
11.5
|
|
|
$
|
4.9
|
|
|
$
|
14.7
|
|
|
Restricted stock/restricted stock units
|
|
0.5
|
|
|
0.7
|
|
|
0.9
|
|
|
1.1
|
|
||||
|
Darden stock units
|
|
2.6
|
|
|
3.5
|
|
|
6.8
|
|
|
4.8
|
|
||||
|
Cash-settled performance stock units
|
|
0.2
|
|
|
7.1
|
|
|
2.0
|
|
|
8.0
|
|
||||
|
Equity-settled performance stock units
|
|
0.8
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||||
|
Employee stock purchase plan
|
|
0.3
|
|
|
0.3
|
|
|
0.6
|
|
|
0.7
|
|
||||
|
Director compensation program/other
|
|
0.3
|
|
|
0.6
|
|
|
1.0
|
|
|
0.6
|
|
||||
|
Total stock-based compensation expense
|
|
$
|
7.1
|
|
|
$
|
23.7
|
|
|
$
|
17.3
|
|
|
$
|
29.9
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(in millions)
|
|
November 29, 2015 (3)
|
|
November 23,
2014 |
|
November 29, 2015 (3)
|
|
November 23,
2014 |
||||||||
|
Employee termination benefits (1)
|
|
$
|
0.1
|
|
|
$
|
27.0
|
|
|
$
|
0.2
|
|
|
$
|
27.0
|
|
|
Other (2)
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
|
Total
|
|
$
|
0.1
|
|
|
$
|
27.4
|
|
|
$
|
0.2
|
|
|
$
|
27.4
|
|
|
(1)
|
Includes salary and stock-based compensation expense.
|
|
(2)
|
Includes postemployment medical, outplacement and relocation costs.
|
|
(3)
|
Reflects subsequent adjustments to the fiscal 2014 and 2015 plans based on updated information.
|
|
(in millions)
|
|
Fiscal Year
2014 Plans
|
|
Fiscal Year
2015 Plans |
|
Payments
|
|
Adjustments
|
|
Balance at November 29, 2015
|
||||||||||
|
Employee termination benefits (1)
|
|
$
|
13.4
|
|
|
$
|
24.2
|
|
|
$
|
(31.3
|
)
|
|
$
|
0.8
|
|
|
$
|
7.1
|
|
|
Other
|
|
1.1
|
|
|
0.6
|
|
|
(1.2
|
)
|
|
(0.3
|
)
|
|
0.2
|
|
|||||
|
Total
|
|
$
|
14.5
|
|
|
$
|
24.8
|
|
|
$
|
(32.5
|
)
|
|
$
|
0.5
|
|
|
$
|
7.3
|
|
|
(1)
|
Excludes costs associated with stock options and restricted stock that will be settled in shares upon vesting.
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
November 29,
2015 |
|
November 23,
2014 |
|
% Chg
|
|
November 29,
2015 |
|
November 23,
2014 |
|
% Chg
|
||||||||||
|
Sales
|
$
|
1,608.8
|
|
|
$
|
1,559.0
|
|
|
3.2
|
%
|
|
$
|
3,295.8
|
|
|
$
|
3,154.8
|
|
|
4.5
|
%
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Food and beverage
|
482.1
|
|
|
485.5
|
|
|
(0.7
|
)
|
|
984.9
|
|
|
987.5
|
|
|
(0.3
|
)
|
||||
|
Restaurant labor
|
523.8
|
|
|
506.8
|
|
|
3.4
|
|
|
1,059.8
|
|
|
1,015.1
|
|
|
4.4
|
|
||||
|
Restaurant expenses
|
278.0
|
|
|
277.4
|
|
|
0.2
|
|
|
549.9
|
|
|
549.7
|
|
|
—
|
|
||||
|
Marketing expenses
|
58.3
|
|
|
61.9
|
|
|
(5.8
|
)
|
|
123.9
|
|
|
126.4
|
|
|
(2.0
|
)
|
||||
|
General and administrative expenses
|
101.9
|
|
|
128.9
|
|
|
(20.9
|
)
|
|
199.0
|
|
|
224.3
|
|
|
(11.3
|
)
|
||||
|
Depreciation and amortization
|
75.3
|
|
|
80.1
|
|
|
(6.0
|
)
|
|
156.4
|
|
|
158.8
|
|
|
(1.5
|
)
|
||||
|
Impairments and disposal of assets, net
|
7.7
|
|
|
39.3
|
|
|
(80.4
|
)
|
|
6.0
|
|
|
46.3
|
|
|
(87.0
|
)
|
||||
|
Total costs and expenses
|
$
|
1,527.1
|
|
|
$
|
1,579.9
|
|
|
(3.3
|
)
|
|
$
|
3,079.9
|
|
|
$
|
3,108.1
|
|
|
(0.9
|
)
|
|
Operating income (loss)
|
81.7
|
|
|
(20.9
|
)
|
|
NM
|
|
|
215.9
|
|
|
46.7
|
|
|
362.3
|
|
||||
|
Interest, net
|
57.3
|
|
|
33.7
|
|
|
70.0
|
|
|
79.7
|
|
|
145.0
|
|
|
(45.0
|
)
|
||||
|
Earnings (loss) before income taxes
|
24.4
|
|
|
(54.6
|
)
|
|
NM
|
|
|
136.2
|
|
|
(98.3
|
)
|
|
NM
|
|
||||
|
Income tax expense (benefit) (1)
|
(5.7
|
)
|
|
(23.8
|
)
|
|
NM
|
|
|
25.1
|
|
|
(48.2
|
)
|
|
NM
|
|
||||
|
Earnings (loss) from continuing operations
|
$
|
30.1
|
|
|
$
|
(30.8
|
)
|
|
NM
|
|
|
$
|
111.1
|
|
|
$
|
(50.1
|
)
|
|
NM
|
|
|
Earnings (loss) from discontinued operations, net of tax
|
13.1
|
|
|
(2.0
|
)
|
|
NM
|
|
|
18.5
|
|
|
520.5
|
|
|
(96.4
|
)
|
||||
|
Net earnings (loss)
|
$
|
43.2
|
|
|
$
|
(32.8
|
)
|
|
NM
|
|
|
$
|
129.6
|
|
|
$
|
470.4
|
|
|
(72.4
|
)%
|
|
Diluted net earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Earnings (loss) from continuing operations
|
$
|
0.23
|
|
|
$
|
(0.24
|
)
|
|
NM
|
|
|
$
|
0.86
|
|
|
$
|
(0.39
|
)
|
|
NM
|
|
|
Earnings (loss) from discontinued operations
|
0.10
|
|
|
(0.02
|
)
|
|
NM
|
|
|
0.14
|
|
|
4.01
|
|
|
NM
|
|
||||
|
Net earnings (loss)
|
$
|
0.33
|
|
|
$
|
(0.26
|
)
|
|
NM
|
|
|
$
|
1.00
|
|
|
$
|
3.62
|
|
|
(72.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(1) Effective tax rate
|
(23.4
|
)%
|
|
43.6
|
%
|
|
|
|
18.4
|
%
|
|
49.0
|
%
|
|
|
||||||
|
NM = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
November 29, 2015
|
|
May 31, 2015
|
|
November 23, 2014
|
|||
|
Olive Garden (1)
|
|
844
|
|
|
846
|
|
|
844
|
|
|
LongHorn Steakhouse
|
|
479
|
|
|
480
|
|
|
472
|
|
|
The Capital Grille
|
|
54
|
|
|
54
|
|
|
55
|
|
|
Bahama Breeze
|
|
37
|
|
|
36
|
|
|
36
|
|
|
Seasons 52
|
|
42
|
|
|
43
|
|
|
42
|
|
|
Eddie V's
|
|
16
|
|
|
16
|
|
|
15
|
|
|
Yard House
|
|
62
|
|
|
59
|
|
|
56
|
|
|
Total
|
|
1,534
|
|
|
1,534
|
|
|
1,520
|
|
|
(1)
|
Includes six locations in Canada for all periods presented.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
(in millions)
|
November 29, 2015
|
|
November 23, 2014
|
|
% Chg
|
|
November 29, 2015
|
|
November 23, 2014
|
|
% Chg
|
||||||||||
|
Olive Garden
|
$
|
892.3
|
|
|
$
|
881.7
|
|
|
1.2
|
%
|
|
$
|
1,836.9
|
|
|
$
|
1,795.2
|
|
|
2.3
|
%
|
|
LongHorn Steakhouse
|
$
|
365.1
|
|
|
$
|
345.9
|
|
|
5.6
|
%
|
|
$
|
748.9
|
|
|
$
|
702.8
|
|
|
6.6
|
%
|
|
Yard House
|
$
|
118.2
|
|
|
$
|
109.0
|
|
|
8.4
|
%
|
|
$
|
242.5
|
|
|
$
|
220.0
|
|
|
10.2
|
%
|
|
The Capital Grille
|
$
|
98.0
|
|
|
$
|
97.4
|
|
|
0.6
|
%
|
|
$
|
186.7
|
|
|
$
|
180.0
|
|
|
3.7
|
%
|
|
Bahama Breeze
|
$
|
46.3
|
|
|
$
|
44.3
|
|
|
4.5
|
%
|
|
$
|
104.4
|
|
|
$
|
101.1
|
|
|
3.3
|
%
|
|
Seasons 52
|
$
|
60.5
|
|
|
$
|
55.1
|
|
|
9.8
|
%
|
|
$
|
120.1
|
|
|
$
|
105.5
|
|
|
13.8
|
%
|
|
Eddie V's
|
$
|
25.2
|
|
|
$
|
22.9
|
|
|
10.0
|
%
|
|
$
|
49.8
|
|
|
$
|
44.4
|
|
|
12.2
|
%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
November 29, 2015
|
|
November 29, 2015
|
||||||||
|
|
Fiscal Basis (1)
|
|
Comparable
Calendar Basis (2)
|
|
Fiscal Basis (1)
|
|
Comparable
Calendar Basis (2)
|
||||
|
Olive Garden
|
1.0
|
%
|
|
2.8
|
%
|
|
1.9
|
%
|
|
2.7
|
%
|
|
LongHorn Steakhouse
|
2.6
|
%
|
|
3.6
|
%
|
|
3.7
|
%
|
|
4.4
|
%
|
|
Yard House
|
1.7
|
%
|
|
2.4
|
%
|
|
2.5
|
%
|
|
2.9
|
%
|
|
The Capital Grille
|
1.5
|
%
|
|
0.9
|
%
|
|
4.1
|
%
|
|
3.4
|
%
|
|
Bahama Breeze
|
2.4
|
%
|
|
5.8
|
%
|
|
2.0
|
%
|
|
3.9
|
%
|
|
Seasons 52
|
4.5
|
%
|
|
3.8
|
%
|
|
4.3
|
%
|
|
3.9
|
%
|
|
Eddie V's
|
1.1
|
%
|
|
3.2
|
%
|
|
2.2
|
%
|
|
2.7
|
%
|
|
(1)
|
Same-restaurant sales is a year-over-year comparison of each period’s sales volumes for a 52-week year and is limited to restaurants open at least 16 months.
|
|
(2)
|
Comparable calendar basis same-restaurant sales balances the one-week offset in the fiscal basis same-restaurant sales due to the transition from a 53-week year in fiscal
2015
to a 52-week year in fiscal
2016
.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
November 29, 2015
|
|
November 23, 2014
|
|
November 29, 2015
|
|
November 23, 2014
|
||||
|
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||
|
Food and beverage
|
30.0
|
|
|
31.1
|
|
|
29.9
|
|
|
31.3
|
|
|
Restaurant labor
|
32.6
|
|
|
32.5
|
|
|
32.2
|
|
|
32.2
|
|
|
Restaurant expenses
|
17.3
|
|
|
17.8
|
|
|
16.7
|
|
|
17.4
|
|
|
Marketing expenses
|
3.6
|
|
|
4.0
|
|
|
3.8
|
|
|
4.0
|
|
|
General and administrative expenses
|
6.2
|
|
|
8.3
|
|
|
5.9
|
|
|
7.1
|
|
|
Depreciation and amortization
|
4.7
|
|
|
5.1
|
|
|
4.7
|
|
|
5.0
|
|
|
Impairments and disposal of assets, net
|
0.5
|
|
|
2.5
|
|
|
0.2
|
|
|
1.5
|
|
|
Total operating costs and expenses
|
94.9
|
%
|
|
101.3
|
%
|
|
93.4
|
%
|
|
98.5
|
%
|
|
Operating income (loss)
|
5.1
|
|
|
(1.3
|
)
|
|
6.6
|
|
|
1.5
|
|
|
Interest, net
|
3.6
|
|
|
2.2
|
|
|
2.5
|
|
|
4.6
|
|
|
Earnings (loss) before income taxes
|
1.5
|
|
|
(3.5
|
)
|
|
4.1
|
|
|
(3.1
|
)
|
|
Income tax expense (benefit)
|
(0.4
|
)
|
|
(1.5
|
)
|
|
0.7
|
|
|
(1.5
|
)
|
|
Earnings (loss) from continuing operations
|
1.9
|
|
|
(2.0
|
)
|
|
3.4
|
|
|
(1.6
|
)
|
|
•
|
Food and beverage costs decreased as percent of sales as a result of food cost deflation, primarily dairy and seafood, favorable pricing and cost savings initiatives.
|
|
•
|
Restaurant labor costs increased as a percent of sales as a result of higher manager bonus and salary costs, partially offset by sales leverage.
|
|
•
|
Restaurant expenses (which include utilities, repairs and maintenance, credit card, lease, property tax, workers’ compensation, new restaurant pre-opening and other restaurant-level operating expenses) decreased as a percent of sales, primarily as a result of sales leverage, cost savings initiatives and lower repair and maintenance expenses, partially offset by higher rent expense resulting from additional sale leasebacks and the spin-off of Four Corners.
|
|
•
|
Marketing expenses decreased as a percent of sales, primarily as a result of lower media spending and sales leverage.
|
|
•
|
General and administrative expenses decreased as a percent of sales, primarily as a result of sales leverage,
|
|
•
|
Depreciation and amortization expense decreased as a percent of sales primarily due to sales leverage. The decrease also resulted from the impact of completed sale-leaseback transactions and the spin-off of Four Corners.
|
|
•
|
Impairments and disposal of assets, net decreased as a percent of sales primarily due to higher restaurant-related impairments in the
second
quarter of fiscal
2015
.
|
|
•
|
Food and beverage costs decreased as percent of sales as a result of pricing, favorable menu mix, cost savings initiatives and food cost deflation.
|
|
•
|
Restaurant labor costs were flat as a percent of sales as higher manager bonus and salary costs were offset by sales leverage.
|
|
•
|
Restaurant expenses (which include utilities, repairs and maintenance, credit card, lease, property tax, workers’ compensation, new restaurant pre-opening and other restaurant-level operating expenses) decreased as a percent of sales, primarily as a result of sales leverage, cost savings initiatives and lower workers' compensation expenses.
|
|
•
|
Marketing expenses decreased as a percent of sales, primarily as a result of sales leverage.
|
|
•
|
General and administrative expenses decreased as a percent of sales, primarily as a result of sales leverage, support cost savings and the favorable settlement of legal matters. Costs incurred in fiscal
2016
related to the real estate plan implementation were essentially comparable with the strategic action plan costs incurred in fiscal
2015
.
|
|
•
|
Depreciation and amortization expense decreased as a percent of sales primarily due to sales leverage. The decrease also resulted from the impact of completed sale-leaseback transactions and the spin-off of Four Corners.
|
|
•
|
Impairments and disposal of assets, net decreased as a percent of sales primarily due to higher restaurant-related impairments in fiscal
2015
.
|
|
•
|
Sale-leaseback transactions of 64 restaurant properties, 14 of which were completed in fiscal 2015, 48 were completed in the first six months of fiscal
2016
, and the remaining properties are expected to be completed in fiscal 2016. The 62 completed transactions generated net proceeds of
$228.3 million
;
|
|
•
|
Transfer 424 of our restaurant properties into a REIT, with substantially all of the REIT’s initial assets being leased back to Darden. We completed the spin-off of Four Corners on November 9, 2015. See Note 2 to our unaudited consolidated financial statements for further details.
|
|
•
|
Sale leaseback of our corporate headquarters, which was completed during the quarter ended
November 29, 2015
, generating net proceeds of
$131.0 million
.
|
|
•
|
$150.0 million of unsecured 6.000 percent senior notes due in August 2035; and
|
|
•
|
$300.0 million of unsecured 6.800 percent senior notes due in October 2037.
|
|
•
|
$500.0 million of unsecured 6.200 percent senior notes due in October 2017;
|
|
•
|
$121.9 million of unsecured 4.500 percent senior notes due in October 2021;
|
|
•
|
$111.1 million of unsecured 3.350 percent senior notes due in November 2022; and
|
|
•
|
$10.0 million of unsecured 4.520 percent senior notes due in August 2024
|
|
(in millions)
Contractual Obligations
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
|||||||||||
|
Long-term debt
(1)
|
|
$
|
1,110.5
|
|
|
$
|
45.4
|
|
|
$
|
60.3
|
|
|
$
|
60.3
|
|
|
$
|
944.5
|
|
|
Operating Leases (2)
|
|
3,082.5
|
|
|
314.2
|
|
|
590.6
|
|
|
512.0
|
|
|
1,665.7
|
|
|||||
|
Purchase obligations (3)
|
|
439.7
|
|
|
414.1
|
|
|
18.2
|
|
|
7.4
|
|
|
—
|
|
|||||
|
Capital lease obligations (4)
|
|
82.0
|
|
|
5.8
|
|
|
11.9
|
|
|
12.3
|
|
|
52.0
|
|
|||||
|
Benefit obligations (5)
|
|
342.9
|
|
|
35.4
|
|
|
55.7
|
|
|
64.3
|
|
|
187.5
|
|
|||||
|
Unrecognized income tax benefits (6)
|
|
15.5
|
|
|
0.6
|
|
|
5.1
|
|
|
9.8
|
|
|
—
|
|
|||||
|
Total contractual obligations
|
|
$
|
5,073.1
|
|
|
$
|
815.5
|
|
|
$
|
741.8
|
|
|
$
|
666.1
|
|
|
$
|
2,849.7
|
|
|
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||||
|
(in millions)
Other Commercial Commitments
|
|
Total
Amounts
Committed
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
|
Standby letters of credit (7)
|
|
$
|
132.6
|
|
|
$
|
132.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Guarantees (8)
|
|
145.5
|
|
|
34.9
|
|
|
55.0
|
|
|
32.9
|
|
|
22.7
|
|
|||||
|
Total commercial commitments
|
|
$
|
278.1
|
|
|
$
|
167.5
|
|
|
$
|
55.0
|
|
|
$
|
32.9
|
|
|
$
|
22.7
|
|
|
(1)
|
Includes interest payments associated with existing long-term debt. Excludes the current portion of long-term debt which was repaid subsequent to the end of the quarter ended
November 29, 2015
. Excludes issuance discount and issuance costs of
$10.5 million
.
|
|
(2)
|
Includes financing lease obligations and associated imputed interest of
$76.9 million
over the life of the obligations.
|
|
(3)
|
Includes commitments for food and beverage items, supplies, capital projects, information technology and other miscellaneous commitments.
|
|
(4)
|
Capital lease obligations include imputed interest of
$28.7 million
over the life of the obligations.
|
|
(5)
|
Includes expected contributions associated with our defined benefit plans and payments associated with our postretirement benefit plan and our non-qualified deferred compensation plan through
November of fiscal 2026
.
|
|
(6)
|
Includes interest on unrecognized income tax benefits of
$0.8 million
,
$0.1 million
of which relates to contingencies expected to be resolved within one year.
|
|
(7)
|
Includes letters of credit for
$119.2 million
related to workers’ compensation and general liabilities accrued in our consolidated financial statements, letters of credit for
$0.2 million
of lease payments included in the contractual operating lease obligation payments noted above and other letters of credit totaling
$13.2 million
.
|
|
(8)
|
Consists solely of guarantees associated with leased properties that have been assigned to third parties. We are not aware of any non-performance under these arrangements that would result in our having to perform in accordance with the terms of the guarantees.
|
|
•
|
Food safety and food-borne illness concerns throughout the supply chain;
|
|
•
|
Litigation, including allegations of illegal, unfair or inconsistent employment practices;
|
|
•
|
Unfavorable publicity, or a failure to respond effectively to adverse publicity;
|
|
•
|
Risks relating to public policy changes and federal, state and local regulation of our business, including in the areas of environmental matters, minimum wage, unionization, data privacy, menu labeling, immigration requirements and taxes;
|
|
•
|
Labor and insurance costs;
|
|
•
|
Insufficient guest or employee facing technology, or a failure to maintain a continuous and secure cyber network, free from material failure, interruption or security breach;
|
|
•
|
Our inability or failure to execute a comprehensive business continuity plan following a major natural disaster such as a hurricane or manmade disaster, including terrorism;
|
|
•
|
Health concerns arising from food-related pandemics, outbreaks of flu viruses or other diseases;
|
|
•
|
Intense competition, or an insufficient focus on competition and the consumer landscape;
|
|
•
|
Our failure to drive both short-term and long-term profitable sales growth through brand relevance, operating excellence, opening new restaurants of existing brands and developing or acquiring new dining brands;
|
|
•
|
Our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, and the testing of other new business ventures that have not yet proven their long-term viability;
|
|
•
|
A lack of suitable new restaurant locations or a decline in the quality of the locations of our current restaurants;
|
|
•
|
Higher-than-anticipated costs to open, close, relocate or remodel restaurants;
|
|
•
|
A failure to identify and execute innovative marketing and guest relationship tactics and ineffective or improper use of social media or other marketing initiatives;
|
|
•
|
A failure to recruit, develop and retain effective leaders or the loss or shortage of key personnel, or an inability to adequately monitor and respond to employee dissatisfaction;
|
|
•
|
A failure to address cost pressures, including rising costs for commodities, health care and utilities used by our restaurants, and a failure to effectively deliver cost management activities and achieve economies of scale in purchasing;
|
|
•
|
The impact of shortages or interruptions in the delivery of food and other products from third-party vendors and suppliers;
|
|
•
|
Adverse weather conditions and natural disasters;
|
|
•
|
Volatility in the market value of derivatives we use to hedge commodity prices;
|
|
•
|
Economic and business factors specific to the restaurant industry and other general macroeconomic factors including energy prices and interest rates that are largely out of our control;
|
|
•
|
Disruptions in the financial markets that may impact consumer spending patterns, affect the availability and cost of credit and increase pension plan expenses;
|
|
•
|
Risks associated with doing business with franchisees, business partners and vendors in foreign markets;
|
|
•
|
Failure to protect our intellectual property;
|
|
•
|
Impairment of the carrying value of our goodwill or other intangible assets;
|
|
•
|
A failure of our internal controls over financial reporting and future changes in accounting standards; and
|
|
•
|
An inability or failure to recognize, respond to and effectively manage the accelerated impact of social media.
|
|
|
|
Total Number of
Shares Purchased (1) (2)
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number of
Shares that May Yet
be Purchased
Under the Plans or
Programs (3)
|
|||||
|
August 31, 2015 through October 4, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
5,431,009
|
|
|
October 5, 2015 through November 1, 2015
|
|
2,183
|
|
|
$
|
66.42
|
|
|
2,183
|
|
|
5,428,826
|
|
|
November 2, 2015 through November 29, 2015
|
|
4,179
|
|
|
$
|
59.00
|
|
|
4,179
|
|
|
5,424,647
|
|
|
Total
|
|
6,362
|
|
|
$
|
61.55
|
|
|
6,362
|
|
|
5,424,647
|
|
|
(1)
|
All of the shares purchased during the quarter ended
November 29, 2015
were purchased as part of our repurchase program. On December 16, 2015, our Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $500.0 million of its outstanding common stock. This repurchase program, which was announced publicly in a press release issued on December 18, 2015 does not have an expiration, replaces all other outstanding share repurchase authorizations and eliminates the balance of shares available for repurchase remaining under the previous authorizations.
|
|
(2)
|
The number of shares purchased includes shares withheld for taxes on vesting of restricted stock, shares delivered or deemed to be delivered to us on tender of stock in payment for the exercise price of options, and shares reacquired pursuant to tax withholding on option exercises. These shares are included as part of our repurchase program and deplete the repurchase authority granted by our Board. The number of shares repurchased excludes shares we reacquired pursuant to forfeiture of restricted stock.
|
|
(3)
|
Repurchases are subject to prevailing market prices, may be made in open market or private transactions and may occur or be discontinued at any time. There can be no assurance that we will repurchase any shares.
|
|
|
|
|
|
|
|
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DARDEN RESTAURANTS, INC.
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Dated:
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January 6, 2016
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By:
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/s/ Jeffrey A. Davis
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Jeffrey A. Davis
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Senior Vice President and Chief Financial Officer
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(Principal financial officer)
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Exhibit No.
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Exhibit Title
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2.1
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Separation and Distribution Agreement, dated as of October 21, 2015, by and between Darden Restaurants, Inc. and Four Corners Property Trust, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed October 21, 2015).
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3.1
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Articles of Amendment to the Articles of Incorporation, as amended, of Darden Restaurants, Inc. filed November 10, 2015 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed November 13, 2015).
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10.1 *
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Release Letter Agreement between Valerie L. Insignares and Darden Restaurants, Inc. executed September 2, 2015.
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10.2 *
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Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 22, 2015).
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12
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Computation of Ratio of Consolidated Earnings to Fixed Charges.
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31(a)
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31(b)
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32(a)
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32(b)
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Schema Document
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101.CAL
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XBRL Calculation Linkbase Document
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101.DEF
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XBRL Definition Linkbase Document
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101.LAB
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XBRL Label Linkbase Document
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101.PRE
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XBRL Presentation Linkbase Document
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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