x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Florida | 59-3305930 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1000 Darden Center Drive Orlando, Florida | 32837 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | x | Accelerated filer | o | |||
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
Page | |||
Part I - | Financial Information | ||
Item 1. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
Part II - | Other Information | ||
Item 1. | |||
Item 1A. | |||
Item 2. | |||
Item 4. | |||
Item 6. | |||
Three Months Ended | Nine Months Ended | ||||||||||||||
February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||||||
Sales | $ | 2,258.2 | $ | 2,159.7 | $ | 6,253.0 | $ | 5,933.2 | |||||||
Costs and expenses: | |||||||||||||||
Cost of sales: | |||||||||||||||
Food and beverage | 695.1 | 661.7 | 1,921.5 | 1,828.5 | |||||||||||
Restaurant labor | 709.0 | 657.2 | 1,971.5 | 1,864.6 | |||||||||||
Restaurant expenses | 348.2 | 308.4 | 977.8 | 901.2 | |||||||||||
Total cost of sales, excluding restaurant depreciation and amortization of $95.8, $83.2, $277.2 and $242.2, respectively | $ | 1,752.3 | $ | 1,627.3 | $ | 4,870.8 | $ | 4,594.3 | |||||||
Selling, general and administrative | 199.8 | 198.0 | 634.1 | 568.3 | |||||||||||
Depreciation and amortization | 101.0 | 88.9 | 292.8 | 258.8 | |||||||||||
Interest, net | 31.9 | 27.7 | 92.7 | 74.5 | |||||||||||
Total costs and expenses | $ | 2,085.0 | $ | 1,941.9 | $ | 5,890.4 | $ | 5,495.9 | |||||||
Earnings before income taxes | 173.2 | 217.8 | 362.6 | 437.3 | |||||||||||
Income taxes | (38.7 | ) | (53.7 | ) | (83.3 | ) | (112.3 | ) | |||||||
Earnings from continuing operations | $ | 134.5 | $ | 164.1 | $ | 279.3 | $ | 325.0 | |||||||
Losses from discontinued operations, net of tax benefit of $0.2, $0.0, $0.4 and $0.4, respectively | (0.1 | ) | — | (0.5 | ) | (0.7 | ) | ||||||||
Net earnings | $ | 134.4 | $ | 164.1 | $ | 278.8 | $ | 324.3 | |||||||
Basic net earnings per share: | |||||||||||||||
Earnings from continuing operations | $ | 1.04 | $ | 1.28 | $ | 2.17 | $ | 2.49 | |||||||
Losses from discontinued operations | — | — | — | (0.01 | ) | ||||||||||
Net earnings | $ | 1.04 | $ | 1.28 | $ | 2.17 | $ | 2.48 | |||||||
Diluted net earnings per share: | |||||||||||||||
Earnings from continuing operations | $ | 1.02 | $ | 1.25 | $ | 2.13 | $ | 2.43 | |||||||
Losses from discontinued operations | — | — | (0.01 | ) | (0.01 | ) | |||||||||
Net earnings | $ | 1.02 | $ | 1.25 | $ | 2.12 | $ | 2.42 | |||||||
Average number of common shares outstanding: | |||||||||||||||
Basic | 129.3 | 128.0 | 128.7 | 130.7 | |||||||||||
Diluted | 131.5 | 130.9 | 131.4 | 133.8 | |||||||||||
Dividends declared per common share | $ | 0.50 | $ | 0.43 | $ | 1.50 | $ | 1.29 |
Three Months Ended | Nine Months Ended | ||||||||||||||
February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||||||
Net earnings | $ | 134.4 | $ | 164.1 | $ | 278.8 | $ | 324.3 | |||||||
Other comprehensive income (loss): | |||||||||||||||
Foreign currency adjustment | (0.6 | ) | 0.9 | 0.1 | (0.5 | ) | |||||||||
Change in fair value of marketable securities, net of tax benefit of $0.0, $0.0, $(0.1) and $(0.1), respectively | — | — | (0.1 | ) | (0.1 | ) | |||||||||
Change in fair value of derivatives and amortization of unrecognized gains and losses on derivatives, net of tax expense (benefit) of $1.0, $(0.3), $(1.6) and $(25.0), respectively | (3.7 | ) | 1.7 | (8.9 | ) | (42.5 | ) | ||||||||
Net unamortized gain arising during period, including amortization of unrecognized net actuarial loss, net of tax expense of $1.1, $1.1, $3.2 and $3.3, respectively | 1.7 | 1.8 | 5.2 | 5.4 | |||||||||||
Other comprehensive income (loss) | $ | (2.6 | ) | $ | 4.4 | $ | (3.7 | ) | $ | (37.7 | ) | ||||
Total comprehensive income | $ | 131.8 | $ | 168.5 | $ | 275.1 | $ | 286.6 |
February 24, 2013 | May 27, 2012 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 103.9 | $ | 70.5 | |||
Receivables, net | 68.1 | 71.4 | |||||
Inventories | 432.6 | 404.1 | |||||
Prepaid income taxes | 12.7 | 12.2 | |||||
Prepaid expenses and other current assets | 82.5 | 74.9 | |||||
Deferred income taxes | 153.6 | 124.5 | |||||
Total current assets | $ | 853.4 | $ | 757.6 | |||
Land, buildings and equipment, net of accumulated depreciation and amortization of $2,981.7 and $2,774.3, respectively | 4,335.0 | 3,951.3 | |||||
Goodwill | 904.5 | 538.6 | |||||
Trademarks | 574.2 | 464.9 | |||||
Other assets | 290.7 | 231.8 | |||||
Total assets | $ | 6,957.8 | $ | 5,944.2 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 324.8 | $ | 260.7 | |||
Short-term debt | 216.9 | 262.7 | |||||
Accrued payroll | 135.5 | 154.3 | |||||
Accrued income taxes | 12.9 | — | |||||
Other accrued taxes | 69.7 | 60.4 | |||||
Unearned revenues | 315.4 | 231.7 | |||||
Current portion of long-term debt | — | 349.9 | |||||
Other current liabilities | 460.2 | 454.4 | |||||
Total current liabilities | $ | 1,535.4 | $ | 1,774.1 | |||
Long-term debt, less current portion | 2,502.4 | 1,453.7 | |||||
Deferred income taxes | 369.9 | 312.9 | |||||
Deferred rent | 223.4 | 204.4 | |||||
Obligations under capital leases, net of current installments | 53.0 | 54.4 | |||||
Other liabilities | 323.4 | 302.7 | |||||
Total liabilities | $ | 5,007.5 | $ | 4,102.2 | |||
Stockholders’ equity: | |||||||
Common stock and surplus | $ | 1,184.5 | $ | 2,518.8 | |||
Retained earnings | 930.9 | 3,172.8 | |||||
Treasury stock | (8.5 | ) | (3,695.8 | ) | |||
Accumulated other comprehensive income (loss) | (150.3 | ) | (146.6 | ) | |||
Unearned compensation | (6.3 | ) | (7.2 | ) | |||
Total stockholders’ equity | $ | 1,950.3 | $ | 1,842.0 | |||
Total liabilities and stockholders’ equity | $ | 6,957.8 | $ | 5,944.2 |
Common Stock And Surplus | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Unearned Compensation | Total Stockholders’ Equity | ||||||||||||||||||
Balance at May 27, 2012 | $ | 2,518.8 | $ | 3,172.8 | $ | (3,695.8 | ) | $ | (146.6 | ) | $ | (7.2 | ) | $ | 1,842.0 | ||||||||
Net earnings | — | 278.8 | — | — | — | 278.8 | |||||||||||||||||
Other comprehensive income (loss) | — | — | — | (3.7 | ) | — | (3.7 | ) | |||||||||||||||
Dividends declared | 0.4 | (194.5 | ) | — | — | — | (194.1 | ) | |||||||||||||||
Stock option exercises (1.5 shares) | 42.5 | — | 1.4 | — | — | 43.9 | |||||||||||||||||
Stock-based compensation | 19.0 | — | — | — | — | 19.0 | |||||||||||||||||
ESOP note receivable repayments | — | — | — | — | 0.9 | 0.9 | |||||||||||||||||
Income tax benefits credited to equity | 10.4 | — | — | — | — | 10.4 | |||||||||||||||||
Repurchases of common stock (1.0 shares) | — | (0.1 | ) | (52.3 | ) | — | — | (52.4 | ) | ||||||||||||||
Issuance of treasury stock under Employee Stock Purchase Plan and other plans (0.2 shares) | 4.8 | — | 0.7 | — | — | 5.5 | |||||||||||||||||
Treasury shares retirement (159.3 shares) | (1,411.4 | ) | (2,326.1 | ) | 3,737.5 | — | — | — | |||||||||||||||
Balance at February 24, 2013 | $ | 1,184.5 | $ | 930.9 | $ | (8.5 | ) | $ | (150.3 | ) | $ | (6.3 | ) | $ | 1,950.3 | ||||||||
Balance at May 29, 2011 | $ | 2,408.8 | $ | 2,921.9 | $ | (3,325.3 | ) | $ | (59.8 | ) | $ | (9.4 | ) | $ | 1,936.2 | ||||||||
Net earnings | — | 324.3 | — | — | — | 324.3 | |||||||||||||||||
Other comprehensive income (loss) | — | — | — | (37.7 | ) | — | (37.7 | ) | |||||||||||||||
Dividends declared | — | (169.0 | ) | — | — | — | (169.0 | ) | |||||||||||||||
Stock option exercises (1.4 shares) | 37.7 | — | 2.2 | — | — | 39.9 | |||||||||||||||||
Stock-based compensation | 20.5 | — | — | — | — | 20.5 | |||||||||||||||||
ESOP note receivable repayments | — | — | — | — | 1.5 | 1.5 | |||||||||||||||||
Income tax benefits credited to equity | 12.0 | — | — | — | — | 12.0 | |||||||||||||||||
Repurchases of common stock (7.9 shares) | — | — | (357.0 | ) | — | — | (357.0 | ) | |||||||||||||||
Issuance of treasury stock under Employee Stock Purchase Plan and other plans (0.1 shares) | 4.7 | — | 0.9 | — | — | 5.6 | |||||||||||||||||
Balance at February 26, 2012 | $ | 2,483.7 | $ | 3,077.2 | $ | (3,679.2 | ) | $ | (97.5 | ) | $ | (7.9 | ) | $ | 1,776.3 |
Nine Months Ended | |||||||
February 24, 2013 | February 26, 2012 | ||||||
Cash flows—operating activities | |||||||
Net earnings | $ | 278.8 | $ | 324.3 | |||
Losses from discontinued operations, net of tax benefit | 0.5 | 0.7 | |||||
Adjustments to reconcile net earnings from continuing operations to cash flows: | |||||||
Depreciation and amortization | 292.8 | 258.8 | |||||
Asset impairment charges | 0.8 | 0.3 | |||||
Amortization of loan costs | 9.3 | 4.4 | |||||
Stock-based compensation expense | 36.0 | 41.3 | |||||
Change in current assets and liabilities | 46.6 | (101.4 | ) | ||||
Contributions to pension and postretirement plans | (2.8 | ) | (22.7 | ) | |||
Loss on disposal of land, buildings and equipment | 6.1 | 4.9 | |||||
Change in cash surrender value of trust-owned life insurance | (11.5 | ) | 0.1 | ||||
Deferred income taxes | 14.3 | 23.7 | |||||
Change in deferred rent | 19.5 | 13.7 | |||||
Change in other assets and liabilities | (6.7 | ) | (1.2 | ) | |||
Income tax benefits from exercise of stock-based compensation credited to goodwill | 0.1 | 0.3 | |||||
Other, net | 6.2 | 3.3 | |||||
Net cash provided by operating activities of continuing operations | $ | 690.0 | $ | 550.5 | |||
Cash flows—investing activities | |||||||
Purchases of land, buildings and equipment | (518.5 | ) | (483.4 | ) | |||
Proceeds from disposal of land, buildings and equipment | — | 3.3 | |||||
Purchases of marketable securities | (7.6 | ) | (32.1 | ) | |||
Proceeds from sale of marketable securities | 16.4 | 21.3 | |||||
Cash used in business acquisitions, net of cash acquired | (577.4 | ) | (58.6 | ) | |||
Increase in other assets | (31.8 | ) | (10.3 | ) | |||
Net cash used in investing activities of continuing operations | $ | (1,118.9 | ) | $ | (559.8 | ) | |
Cash flows—financing activities | |||||||
Proceeds from issuance of common stock | 49.4 | 45.1 | |||||
Income tax benefits credited to equity | 10.4 | 12.0 | |||||
Dividends paid | (193.2 | ) | (168.6 | ) | |||
Repurchases of common stock | (52.4 | ) | (357.0 | ) | |||
ESOP note receivable repayment | 0.9 | 1.5 | |||||
Proceeds from issuance of short-term debt | 2,184.9 | 1,791.7 | |||||
Repayments of short-term debt | (2,230.6 | ) | (1,689.5 | ) | |||
Repayment of long-term debt | (350.9 | ) | (1.5 | ) | |||
Proceeds from issuance of long-term debt | 1,050.0 | 400.0 | |||||
Payment of debt issuance costs | (7.4 | ) | (5.1 | ) | |||
Principal payments on capital leases | (1.2 | ) | (1.2 | ) | |||
Net cash provided by financing activities of continuing operations | $ | 459.9 | $ | 27.4 | |||
Cash flows—discontinued operations | |||||||
Net cash used in operating activities of discontinued operations | (0.3 | ) | (0.4 | ) | |||
Net cash provided by investing activities of discontinued operations | 2.7 | 0.3 | |||||
Net cash provided by (used in) discontinued operations | $ | 2.4 | $ | (0.1 | ) | ||
Increase in cash and cash equivalents | 33.4 | 18.0 | |||||
Cash and cash equivalents - beginning of period | 70.5 | 70.5 | |||||
Cash and cash equivalents - end of period | $ | 103.9 | $ | 88.5 | |||
Cash flows from changes in current assets and liabilities | |||||||
Receivables, net | 3.9 | 9.9 | |||||
Inventories | (25.1 | ) | (152.5 | ) | |||
Prepaid expenses and other current assets | (8.6 | ) | (3.3 | ) | |||
Accounts payable | 35.5 | 28.9 | |||||
Accrued payroll | (24.2 | ) | (9.0 | ) | |||
Prepaid/accrued income taxes | 12.7 | (15.9 | ) | ||||
Other accrued taxes | 8.5 | 7.7 | |||||
Unearned revenues | 81.3 | 66.7 | |||||
Other current liabilities | (37.4 | ) | (33.9 | ) | |||
Change in current assets and liabilities | $ | 46.6 | $ | (101.4 | ) |
Balances at | ||||||||||||
(in millions) | Preliminary | Adjustments | February 24, 2013 | |||||||||
Current assets | $ | 12.9 | $ | 0.5 | $ | 13.4 | ||||||
Buildings and equipment | 150.6 | 3.2 | 153.8 | |||||||||
Trademark | 109.3 | — | 109.3 | |||||||||
Other assets | 10.1 | (0.5 | ) | 9.6 | ||||||||
Goodwill | 366.3 | (0.4 | ) | 365.9 | ||||||||
Total assets acquired | $ | 649.2 | $ | 2.8 | $ | 652.0 | ||||||
Current liabilities | 38.4 | 1.7 | 40.1 | |||||||||
Other liabilities | 25.8 | 1.1 | 26.9 | |||||||||
Total liabilities assumed | $ | 64.2 | $ | 2.8 | $ | 67.0 | ||||||
Net assets acquired | $ | 585.0 | $ | — | $ | 585.0 |
Nine Months Ended | ||||||||
(in millions) | February 24, 2013 | February 26, 2012 | ||||||
Interest paid, net of amounts capitalized | $ | 61.7 | $ | 51.0 | ||||
Income taxes paid, net of refunds | 67.5 | 92.0 |
Stock Options Granted During the Nine Months Ended | |||||||
February 24, 2013 | February 26, 2012 | ||||||
Weighted-average fair value | $ | 12.22 | $ | 14.32 | |||
Dividend yield | 4.0 | % | 3.5 | % | |||
Expected volatility of stock | 39.7 | % | 39.4 | % | |||
Risk-free interest rate | 0.8 | % | 2.1 | % | |||
Expected option life (in years) | 6.5 | 6.5 |
(in millions) | Stock Options | Restricted Stock/ Restricted Stock Units | Darden Stock Units | Performance Stock Units | ||||||||
Outstanding beginning of period | 12.3 | 0.3 | 2.1 | 1.1 | ||||||||
Awards granted | 1.6 | 0.1 | 0.6 | 0.3 | ||||||||
Awards exercised | (1.5 | ) | (0.1 | ) | (0.3 | ) | (0.4 | ) | ||||
Awards forfeited | (0.3 | ) | (0.1 | ) | (0.1 | ) | (0.1 | ) | ||||
Outstanding end of period | 12.1 | 0.2 | 2.3 | 0.9 |
Three Months Ended | Nine Months Ended | |||||||||||||||
(in millions) | February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||||||
Stock options | $ | 4.7 | $ | 4.8 | $ | 14.2 | $ | 14.5 | ||||||||
Restricted stock/restricted stock units | 0.7 | 0.9 | 2.1 | 3.5 | ||||||||||||
Darden stock units | 1.7 | 6.0 | 12.2 | 11.1 | ||||||||||||
Performance stock units | (0.4 | ) | 4.4 | 4.8 | 9.6 | |||||||||||
Employee stock purchase plan | 0.5 | 0.5 | 1.4 | 1.4 | ||||||||||||
Director compensation program/other | 0.1 | — | 1.3 | 1.2 | ||||||||||||
Total stock-based compensation expense | $ | 7.3 | $ | 16.6 | $ | 36.0 | $ | 41.3 |
Three Months Ended | Nine Months Ended | |||||||||||
(in millions) | February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||
Anti-dilutive restricted stock and options | 3.1 | 3.1 | 2.7 | 2.7 |
Three Months Ended | Nine Months Ended | |||||||||||||
February 24, 2013 | February 24, 2013 | |||||||||||||
(in millions) | Shares | Total Cost | Shares | Total Cost | ||||||||||
Common stock repurchased | 0.002 | $ | 0.1 | 1.045 | $ | 52.4 |
(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) | ||||||||||||||
Balances at November 25, 2012 | $ | (0.9 | ) | $ | 0.3 | $ | (54.9 | ) | $ | (92.2 | ) | $ | (147.7 | ) | |||||
Gain (loss) | (0.6 | ) | — | (5.2 | ) | — | (5.8 | ) | |||||||||||
Reclassification realized in net earnings | — | — | 1.5 | 1.7 | 3.2 | ||||||||||||||
Balances at February 24, 2013 | $ | (1.5 | ) | $ | 0.3 | $ | (58.6 | ) | $ | (90.5 | ) | $ | (150.3 | ) | |||||
Balances at November 27, 2011 | $ | (1.8 | ) | $ | 0.4 | $ | (48.3 | ) | $ | (52.2 | ) | $ | (101.9 | ) | |||||
Gain (loss) | 0.9 | — | 0.5 | — | 1.4 | ||||||||||||||
Reclassification realized in net earnings | — | — | 1.2 | 1.8 | 3.0 | ||||||||||||||
Balances at February 26, 2012 | $ | (0.9 | ) | $ | 0.4 | $ | (46.6 | ) | $ | (50.4 | ) | $ | (97.5 | ) |
(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) | ||||||||||||||
Balances at May 27, 2012 | $ | (1.6 | ) | $ | 0.4 | $ | (49.7 | ) | $ | (95.7 | ) | $ | (146.6 | ) | |||||
Gain (loss) | 0.1 | (0.1 | ) | (12.1 | ) | — | (12.1 | ) | |||||||||||
Reclassification realized in net earnings | — | — | 3.2 | 5.2 | 8.4 | ||||||||||||||
Balances at February 24, 2013 | $ | (1.5 | ) | $ | 0.3 | $ | (58.6 | ) | $ | (90.5 | ) | $ | (150.3 | ) | |||||
Balances at May 29, 2011 | $ | (0.4 | ) | $ | 0.5 | $ | (4.1 | ) | $ | (55.8 | ) | $ | (59.8 | ) | |||||
Gain (loss) | (0.5 | ) | (0.1 | ) | (44.2 | ) | — | (44.8 | ) | ||||||||||
Reclassification realized in net earnings | — | — | 1.7 | 5.4 | 7.1 | ||||||||||||||
Balances at February 26, 2012 | $ | (0.9 | ) | $ | 0.4 | $ | (46.6 | ) | $ | (50.4 | ) | $ | (97.5 | ) |
Defined Benefit Plans | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
(in millions) | February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||||||
Service cost | $ | 1.2 | $ | 1.4 | $ | 3.6 | $ | 4.1 | ||||||||
Interest cost | 2.5 | 2.2 | 7.5 | 6.7 | ||||||||||||
Expected return on plan assets | (4.9 | ) | (4.5 | ) | (14.6 | ) | (13.4 | ) | ||||||||
Recognized net actuarial loss | 2.2 | 1.6 | 6.6 | 4.7 | ||||||||||||
Net periodic benefit cost | $ | 1.0 | $ | 0.7 | $ | 3.1 | $ | 2.1 |
Postretirement Benefit Plan | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
(in millions) | February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||||||
Service cost | $ | 0.2 | $ | 0.2 | $ | 0.6 | $ | 0.6 | ||||||||
Interest cost | 0.3 | 0.3 | 0.9 | 1.0 | ||||||||||||
Net periodic benefit cost | $ | 0.5 | $ | 0.5 | $ | 1.5 | $ | 1.6 |
Notional Values | ||||||||
(in millions) | February 24, 2013 | May 27, 2012 | ||||||
Derivative contracts designated as hedging instruments | ||||||||
Commodities | $ | 7.3 | $ | 8.7 | ||||
Foreign currency | 5.2 | 19.4 | ||||||
Interest rate swaps | 100.0 | 550.0 | ||||||
Equity forwards | 27.8 | 21.7 | ||||||
Derivative contracts not designated as hedging instruments | ||||||||
Equity forwards | 46.3 | 50.0 |
Balance Sheet Location | Derivative Assets | Derivative Liabilities | ||||||||||||||||
(in millions) | February 24, 2013 | May 27, 2012 | February 24, 2013 | May 27, 2012 | ||||||||||||||
Derivative contracts designated as hedging instruments | ||||||||||||||||||
Commodity contracts | (1) | $ | 0.4 | $ | 0.3 | $ | (0.1 | ) | $ | (0.4 | ) | |||||||
Equity forwards | (1) | 0.7 | 0.9 | — | — | |||||||||||||
Interest rate related | (1) | 3.2 | 3.2 | — | (44.9 | ) | ||||||||||||
Foreign currency forwards | (1) | — | 0.5 | — | — | |||||||||||||
$ | 4.3 | $ | 4.9 | $ | (0.1 | ) | $ | (45.3 | ) | |||||||||
Derivative contracts not designated as hedging instruments | ||||||||||||||||||
Equity forwards | (1) | 1.2 | 1.9 | — | — | |||||||||||||
$ | 1.2 | $ | 1.9 | $ | — | $ | — | |||||||||||
Total derivative contracts | $ | 5.5 | $ | 6.8 | $ | (0.1 | ) | $ | (45.3 | ) |
(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 | February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||||||||||||||||
Commodity | $ | — | $ | (0.1 | ) | (2) | $ | 0.2 | $ | (1.1 | ) | (2) | $ | — | $ | — | ||||||||||||
Equity | (5.3 | ) | 2.4 | (3) | — | — | (3) | 0.4 | 0.2 | |||||||||||||||||||
Interest rate | — | (3.5 | ) | Interest, net | (2.6 | ) | (1.1 | ) | Interest, net | — | — | |||||||||||||||||
Foreign currency | 0.1 | 0.6 | (4) | (0.1 | ) | 0.2 | (4) | — | — | |||||||||||||||||||
$ | (5.2 | ) | $ | (0.6 | ) | $ | (2.5 | ) | $ | (2.0 | ) | $ | 0.4 | $ | 0.2 |
(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) | |||||||||||||||||||||||
Nine Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||
Type of Derivative | February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||||||||||||||||
Commodity | $ | 1.0 | $ | (1.7 | ) | (2) | $ | 0.1 | $ | (1.7 | ) | (2) | $ | — | $ | — | ||||||||||||
Equity | (6.1 | ) | (2.0 | ) | (3) | 0.2 | — | (3) | 0.9 | 0.5 | ||||||||||||||||||
Interest rate | (10.1 | ) | (67.0 | ) | Interest, net | (5.7 | ) | (1.8 | ) | Interest, net | — | (0.7 | ) | |||||||||||||||
Foreign currency | (0.6 | ) | 0.4 | (4) | (0.1 | ) | 0.7 | (4) | — | — | ||||||||||||||||||
$ | (15.8 | ) | $ | (70.3 | ) | $ | (5.5 | ) | $ | (2.8 | ) | $ | 0.9 | $ | (0.2 | ) |
(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 food and beverage costs and restaurant expenses, which are components of cost of sales. |
(3) | 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, which is a component of cost of sales, and selling, general and administrative expenses. |
(4) | 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 food and beverage costs, which is a component of cost of sales, and selling, 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 | |||||||||||||||||||||
February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | |||||||||||||||||||
Interest rate | $ | (1.2 | ) | $ | (0.3 | ) | Interest, net | Fixed-rate debt | $ | 1.2 | $ | 0.3 | 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 | |||||||||||||||||
Nine Months Ended | Nine Months Ended | |||||||||||||||||||||
February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | |||||||||||||||||||
Interest rate | $ | — | $ | (1.9 | ) | Interest, net | Fixed-rate debt | $ | — | $ | 1.9 | Interest, net |
Location of Gain (Loss) Recognized in Earnings on Derivatives | Amount of Gain (Loss) Recognized in Earnings | |||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||
February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | |||||||||||||||
(in millions) | ||||||||||||||||||
Commodity contracts | Cost of Sales (1) | $ | 0.1 | $ | (2.6 | ) | $ | (0.1 | ) | $ | (7.3 | ) | ||||||
Equity forwards | Cost of Sales (2) | (1.8 | ) | 1.5 | (0.7 | ) | 0.7 | |||||||||||
Equity forwards | Selling, General and Administrative | (5.9 | ) | 4.5 | (4.6 | ) | 1.9 | |||||||||||
$ | (7.6 | ) | $ | 3.4 | $ | (5.4 | ) | $ | (4.7 | ) |
(1) | Location of the gain (loss) recognized in earnings is food and beverage costs and restaurant expenses, which are components of cost of sales. |
(2) | Location of the gain (loss) recognized in earnings is restaurant labor expenses, which is a component of cost of sales. |
Items Measured at Fair Value at February 24, 2013 | ||||||||||||||||||
(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 | ) | $ | 11.4 | $ | — | $ | 11.4 | $ | — | ||||||||
U.S. Treasury securities | (2 | ) | 10.3 | 10.3 | — | — | ||||||||||||
Mortgage-backed securities | (1 | ) | 6.8 | — | 6.8 | — | ||||||||||||
Derivatives: | ||||||||||||||||||
Commodities futures, swaps & options | (3 | ) | 0.3 | — | 0.3 | — | ||||||||||||
Equity forwards | (4 | ) | 1.9 | — | 1.9 | — | ||||||||||||
Interest rate swaps | (5 | ) | 3.2 | — | 3.2 | — | ||||||||||||
Foreign currency forwards | (6 | ) | — | — | — | — | ||||||||||||
Total | $ | 33.9 | $ | 10.3 | $ | 23.6 | $ | — |
Items Measured at Fair Value at May 27, 2012 | ||||||||||||||||||
(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 | ) | $ | 14.5 | $ | — | $ | 14.5 | $ | — | ||||||||
U.S. Treasury securities | (2 | ) | 13.3 | 13.3 | — | — | ||||||||||||
Mortgage-backed securities | (1 | ) | 9.9 | — | 9.9 | — | ||||||||||||
Derivatives: | ||||||||||||||||||
Commodities futures, swaps & options | (3 | ) | (0.1 | ) | — | (0.1 | ) | — | ||||||||||
Equity forwards | (4 | ) | 2.8 | — | 2.8 | — | ||||||||||||
Interest rate locks & swaps | (5 | ) | (41.7 | ) | — | (41.7 | ) | — | ||||||||||
Foreign currency forwards | (6 | ) | 0.5 | — | 0.5 | — | ||||||||||||
Total | $ | (0.8 | ) | $ | 13.3 | $ | (14.1 | ) | $ | — |
(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 commodities futures, swaps and options is based on closing market prices of the contracts, inclusive of the risk of nonperformance. |
(4) | The fair value of our equity forwards is based on the closing market value of Darden stock, inclusive of the risk of nonperformance. |
(5) | 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. |
(6) | The fair value of our foreign currency forward contracts is based on closing forward exchange market prices, inclusive of the risk of nonperformance. |
Three Months Ended | Nine Months Ended | ||||||||||
February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||
Sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||
Costs and expenses: | |||||||||||
Cost of sales: | |||||||||||
Food and beverage | 30.8 | 30.6 | 30.7 | 30.8 | |||||||
Restaurant labor | 31.4 | 30.4 | 31.5 | 31.4 | |||||||
Restaurant expenses | 15.4 | 14.3 | 15.7 | 15.2 | |||||||
Total cost of sales, excluding restaurant depreciation and amortization of 4.2%, 3.9%, 4.4% and 4.1% | 77.6 | % | 75.3 | % | 77.9 | % | 77.4 | % | |||
Selling, general and administrative | 8.8 | 9.2 | 10.1 | 9.5 | |||||||
Depreciation and amortization | 4.5 | 4.1 | 4.7 | 4.4 | |||||||
Interest, net | 1.4 | 1.3 | 1.5 | 1.3 | |||||||
Total costs and expenses | 92.3 | % | 89.9 | % | 94.2 | % | 92.6 | % | |||
Earnings before income taxes | 7.7 | 10.1 | 5.8 | 7.4 | |||||||
Income taxes | (1.7 | ) | (2.5 | ) | (1.3 | ) | (1.9 | ) | |||
Earnings from continuing operations | 6.0 | 7.6 | 4.5 | 5.5 | |||||||
Losses from discontinued operations | — | — | — | — | |||||||
Net earnings | 6.0 | % | 7.6 | % | 4.5 | % | 5.5 | % |
February 24, 2013 | May 27, 2012 | February 26, 2012 | |||||||
Red Lobster – USA | 678 | 677 | 675 | ||||||
Red Lobster – Canada | 27 | 27 | 27 | ||||||
Total | 705 | 704 | 702 | ||||||
Olive Garden – USA | 812 | 786 | 770 | ||||||
Olive Garden – Canada | 6 | 6 | 6 | ||||||
Total | 818 | 792 | 776 | ||||||
LongHorn Steakhouse | 416 | 386 | 374 | ||||||
The Capital Grille | 48 | 46 | 45 | ||||||
Bahama Breeze | 33 | 30 | 28 | ||||||
Seasons 52 | 28 | 23 | 21 | ||||||
Eddie V's (1) | 11 | 11 | 11 | ||||||
Yard House (1) | 43 | — | — | ||||||
Other | 5 | 2 | 2 | ||||||
Total | 2,107 | 1,994 | 1,959 |
(1) | Includes the 11 Eddie V's restaurants acquired on November 14, 2011 and the 40 Yard House restaurants acquired on August, 29, 2012. |
• | $100.0 million of unsecured 7.125 percent debentures due in February 2016; |
• | $300.0 million unsecured, variable rate term loan maturing in August 2017; |
• | $500.0 million of unsecured 6.200 percent senior notes due in October 2017; |
• | $80.0 million of unsecured 3.790 percent senior notes due in August 2019; |
• | $400.0 million of unsecured 4.500 percent senior notes due in October 2021; |
• | $450.0 million of unsecured 3.350 percent senior notes due in November 2022; |
• | $220.0 million of unsecured 4.520 percent senior notes due in August 2024; |
• | $150.0 million of unsecured 6.000 percent senior notes due in August 2035; |
• | $300.0 million of unsecured 6.800 percent senior notes due in October 2037; and |
• | An unsecured, variable rate $5.0 million commercial bank loan due in December 2018 that is used to support two loans from us to the Employee Stock Ownership Plan (ESOP) portion of the Darden Savings Plan. |
(in millions) | Payments Due by Period | |||||||||||||||||||
Contractual Obligations | Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||
Short-term debt | $ | 216.9 | $ | 216.9 | $ | — | $ | — | $ | — | ||||||||||
Long-term debt (1) | 3,874.8 | 122.0 | 372.0 | 987.8 | 2,393.0 | |||||||||||||||
Operating leases | 1,137.4 | 180.9 | 332.4 | 261.6 | 362.5 | |||||||||||||||
Purchase obligations (2) | 677.2 | 615.6 | 53.6 | 8.0 | — | |||||||||||||||
Capital lease obligations (3) | 90.8 | 5.3 | 11.1 | 11.5 | 62.9 | |||||||||||||||
Benefit obligations (4) | 481.0 | 29.5 | 72.9 | 90.3 | 288.3 | |||||||||||||||
Unrecognized income tax benefits(5) | 15.8 | 0.6 | 9.7 | 5.5 | — | |||||||||||||||
Total contractual obligations | $ | 6,493.9 | $ | 1,170.8 | $ | 851.7 | $ | 1,364.7 | $ | 3,106.7 | ||||||||||
(in millions) | Amount of Commitment Expiration per Period | |||||||||||||||||||
Other Commercial Commitments | Total Amounts Committed | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||
Standby letters of credit (6) | $ | 127.8 | $ | 127.8 | $ | — | $ | — | $ | — | ||||||||||
Guarantees (7) | 4.5 | 1.1 | 1.9 | 1.0 | 0.5 | |||||||||||||||
Total commercial commitments | $ | 132.3 | $ | 128.9 | $ | 1.9 | $ | 1.0 | $ | 0.5 |
(1) | Includes interest payments associated with existing long-term debt, including the current portion. Variable-rate interest payments associated with the ESOP loan and the term loan were estimated based on average interest rates of 1.2 percent and 2.1 percent, respectively. Excludes issuance discount of $5.8 million. |
(2) | Includes commitments for food and beverage items, supplies, capital projects and other miscellaneous commitments. |
(3) | Capital lease obligations include imputed interest of $36.0 million over the life of the obligations. |
(4) | 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 fiscal 2022. |
(5) | Includes interest on unrecognized income tax benefits of $1.3 million, $0.1 million of which relates to contingencies expected to be resolved within one year. |
(6) | Includes letters of credit for $107.0 million of workers’ compensation and general liabilities accrued in our consolidated financial statements, letters of credit for $0.6 million of lease payments included in the contractual operating lease obligation payments noted above and other letters of credit totaling $20.2 million. |
(7) | 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 health care reform, 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; |
• | Failure to successfully integrate the Yard House business, and the risks associated with the additional indebtedness incurred to finance the Yard House acquisition; |
• | Our plans to expand our newer brands Bahama Breeze, Seasons 52 and Eddie V's, and the testing of synergy restaurants and 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 customer relationship tactics, ineffective or improper use of social media or other marketing initiatives, and increased advertising and marketing costs; |
• | A failure to develop and recruit effective leaders or the loss of key personnel, or a significant shortage of high-quality restaurant employees; |
• | 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 unemployment, 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 service marks or other intellectual property; |
• | Impairment of the carrying value of our goodwill or other intangible assets; and |
• | A failure of our internal controls over financial reporting and future changes in accounting standards. |
Total Number of Shares Purchased (1) | 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 (2) | ||||||||
November 26, 2012 through December 30, 2012 | 414 | $54.48 | 414 | 15,465,090 | |||||||
December 31, 2012 through January 27, 2013 | 1,352 | $44.91 | 1,352 | 15,463,738 | |||||||
January 28, 2013 through February 24, 2013 | 1 | $45.81 | 1 | 15,463,737 | |||||||
Total | 1,767 | $47.15 | 1,767 | 15,463,737 |
(1) | All of the shares purchased during the quarter ended February 24, 2013 were purchased as part of our repurchase program. On December 17, 2010, our Board of Directors approved an additional share repurchase authorization of 25.0 million shares which was announced publicly in a press release issued on December 20, 2010, bringing the total shares authorized to be repurchased to 187.4 million shares. There is no expiration date for our program. 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. |
(2) | 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. |
DARDEN RESTAURANTS, INC. | |||
Dated: | April 1, 2013 | By: | /s/ C. Bradford Richmond |
C. Bradford Richmond | |||
Senior Vice President and Chief Financial Officer | |||
(Principal financial officer) |
Exhibit No. | Exhibit Title | |
12 | Computation of Ratio of Consolidated Earnings to Fixed Charges. | |
31(a) | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31(b) | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32(a) | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32(b) | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Schema Document | |
101.CAL | XBRL Calculation Linkbase Document | |
101.DEF | XBRL Definition Linkbase Document | |
101.LAB | XBRL Label Linkbase Document | |
101.PRE | XBRL Presentation Linkbase Document |
Three Months Ended | Nine Months Ended | ||||||||||||||
February 24, 2013 | February 26, 2012 | February 24, 2013 | February 26, 2012 | ||||||||||||
Consolidated earnings from continuing operations before income taxes | $ | 173.2 | $ | 217.8 | $ | 362.6 | $ | 437.3 | |||||||
Plus fixed charges: | |||||||||||||||
Gross interest expense(1) | 32.7 | 29.1 | 95.8 | 78.3 | |||||||||||
40% of restaurant and equipment minimum rent expense | 16.4 | 13.6 | 46.4 | 39.2 | |||||||||||
Total fixed charges | 49.1 | 42.7 | 142.2 | 117.5 | |||||||||||
Less capitalized interest | (0.7 | ) | (1.3 | ) | (2.4 | ) | (3.0 | ) | |||||||
Consolidated earnings from continuing operations before income taxes available to cover fixed charges | $ | 221.6 | $ | 259.2 | $ | 502.4 | $ | 551.8 | |||||||
Ratio of consolidated earnings from continuing operations to fixed charges | 4.5 | 6.1 | 3.5 | 4.7 |
1. | I have reviewed this quarterly report on Form 10-Q of Darden Restaurants, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
April 1, 2013 | |
/s/ Clarence Otis, Jr. | |
Clarence Otis, Jr. | |
Chairman and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Darden Restaurants, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
April 1, 2013 | |
/s/ C. Bradford Richmond | |
C. Bradford Richmond | |
Senior Vice President and Chief Financial Officer |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
April 1, 2013 | |
/s/ Clarence Otis, Jr. | |
Clarence Otis, Jr. | |
Chairman and Chief Executive Officer |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
April 1, 2013 | |
/s/ C. Bradford Richmond | |
C. Bradford Richmond | |
Senior Vice President and Chief Financial Officer |
Long-Term Debt (Narrative) (Details) (USD $)
|
9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 24, 2013
Revolving Credit Agreement
|
Feb. 24, 2013
Revolving Credit Facility
Revolving Credit Agreement
|
Aug. 28, 2012
Unsecured Debt
|
Oct. 04, 2012
Unsecured Debt
New Senior Notes
|
Aug. 28, 2012
Unsecured Debt
3.790% Senior Notes Due August 2019
|
Aug. 28, 2012
Unsecured Debt
4.520% Senior Notes Due August 2024
|
Feb. 24, 2013
Commercial Paper
Revolving Credit Agreement
|
Feb. 24, 2013
Senior Notes
Adjustment
|
Aug. 22, 2012
Senior Notes
Term Loan Agreement
|
Feb. 24, 2013
Senior Notes
6.200% Senior Notes Due October 2017
|
Feb. 24, 2013
Senior Notes
6.800% Senior Notes Due October 2037
|
Feb. 24, 2013
Senior Notes
Maximum
|
Feb. 24, 2013
Libor
Revolving Credit Facility
Revolving Credit Agreement
|
Feb. 24, 2013
Base Rate Loans
Revolving Credit Facility
Revolving Credit Agreement
|
|
Maximum borrowing available under the credit facility | $ 750,000,000.0 | |||||||||||||
Total debt to total capitalization ratio | 0.75 | 0.75 | 0.75 | |||||||||||
Expiration date of credit facility | Oct. 03, 2016 | |||||||||||||
Base interest rate percentage of revolving credit facility in addition to federal funds rate | 0.50% | |||||||||||||
Applicable interest rate assuming a BBB equivalent credit rating level | 1.075% | 0.075% | ||||||||||||
Amount outstanding under credit facility | 0 | 216,900,000 | ||||||||||||
Remaining credit available | 533,100,000 | |||||||||||||
Face amount of debt | 450,000,000 | 80,000,000 | 220,000,000 | 300,000,000.0 | 500,000,000.0 | 300,000,000.0 | ||||||||
Interest rate of debt | 3.35% | 3.79% | 4.52% | 6.20% | 6.80% | |||||||||
Discount and issuance costs | $ 4,700,000 | |||||||||||||
Percent of principal amount required to purchase New Senior Notes in event of triggering event | 101.00% | |||||||||||||
Annual amortization of principal second anniversary (percentage) | 5.00% | |||||||||||||
Annual amortization of principal third anniversary (percentage) | 5.00% | |||||||||||||
Annual amortization of principal fourth anniversary (percentage) | 5.00% | |||||||||||||
Annual amortization of principal fifth anniversary (percentage) | 85.00% | |||||||||||||
Maturity date of debt | Oct. 01, 2017 | Oct. 01, 2037 | ||||||||||||
Maximum range of interest rate adjustment on funds borrowed | 2.00% | |||||||||||||
Adjustments made to interest rates on funds borrowed | 0 |
Derivative Instruments And Hedging Activities (Effects Of Derivative Instruments In Fair Value Hedging Relationships) (Details) (Interest, Net, Fair Value Hedging, Interest rate related, USD $)
In Millions, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Feb. 24, 2013
|
Feb. 26, 2012
|
Feb. 24, 2013
|
Feb. 26, 2012
|
|
Interest, Net | Fair Value Hedging | Interest rate related
|
||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Earnings on Derivatives | $ (1.2) | $ (0.3) | $ 0 | $ (1.9) |
Amount of Gain (Loss) Recognized in Earnings on Related Hedged Item | $ 1.2 | $ 0.3 | $ 0 | $ 1.9 |
Derivative Instruments And Hedging Activities (Fair Value Of Derivative Contracts Designated And Not Designated As Hedging Instruments) (Details) (USD $)
In Millions, unless otherwise specified |
Feb. 24, 2013
|
May 27, 2012
|
||||
---|---|---|---|---|---|---|
Derivative [Line Items] | ||||||
Derivative contracts, Derivative Assets | $ 5.5 | $ 6.8 | ||||
Derivative contracts, Derivative Liabilities | (0.1) | (45.3) | ||||
Designated as Hedging Instruments
|
||||||
Derivative [Line Items] | ||||||
Derivative contracts, Derivative Assets | 4.3 | 4.9 | ||||
Derivative contracts, Derivative Liabilities | (0.1) | (45.3) | ||||
Designated as Hedging Instruments | Commodity contracts
|
||||||
Derivative [Line Items] | ||||||
Derivative contracts, Derivative Assets | 0.4 | [1] | 0.3 | [1] | ||
Derivative contracts, Derivative Liabilities | (0.1) | [1] | (0.4) | [1] | ||
Designated as Hedging Instruments | Equity forwards
|
||||||
Derivative [Line Items] | ||||||
Derivative contracts, Derivative Assets | 0.7 | [1] | 0.9 | [1] | ||
Derivative contracts, Derivative Liabilities | 0 | [1] | 0 | [1] | ||
Designated as Hedging Instruments | Interest rate related
|
||||||
Derivative [Line Items] | ||||||
Derivative contracts, Derivative Assets | 3.2 | [1] | 3.2 | [1] | ||
Derivative contracts, Derivative Liabilities | 0 | [1] | (44.9) | [1] | ||
Designated as Hedging Instruments | Foreign currency
|
||||||
Derivative [Line Items] | ||||||
Derivative contracts, Derivative Assets | 0 | [1] | 0.5 | [1] | ||
Derivative contracts, Derivative Liabilities | 0 | [1] | 0 | [1] | ||
Not Designated as Hedging Instruments
|
||||||
Derivative [Line Items] | ||||||
Derivative contracts, Derivative Assets | 1.2 | 1.9 | ||||
Derivative contracts, Derivative Liabilities | 0 | 0 | ||||
Not Designated as Hedging Instruments | Equity forwards
|
||||||
Derivative [Line Items] | ||||||
Derivative contracts, Derivative Assets | 1.2 | [1] | 1.9 | [1] | ||
Derivative contracts, Derivative Liabilities | $ 0 | [1] | $ 0 | [1] | ||
|
Basis of Presentation (Schedule of Preliminary Purchase Price Allocation) (Details) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |||
---|---|---|---|---|
Feb. 24, 2013
|
May 27, 2012
|
Feb. 24, 2013
Yard House
|
Aug. 29, 2012
Yard House
|
|
Business Acquisition [Line Items] | ||||
Current assets | $ 13.4 | $ 12.9 | ||
Current assets, Adjustments | 0.5 | |||
Buildings and equipment | 153.8 | 150.6 | ||
Buildings and equipment, Adjustments | 3.2 | |||
Trademark | 109.3 | 109.3 | ||
Trademark, Adjustments | 0 | |||
Other assets | 9.6 | 10.1 | ||
Other Assets, Adjustments | (0.5) | |||
Goodwill | 904.5 | 538.6 | 365.9 | 366.3 |
Goodwill, Adjustments | (0.4) | |||
Total assets acquired | 652.0 | 649.2 | ||
Total assets acquired, Adjustments | 2.8 | |||
Current liabilities | 40.1 | 38.4 | ||
Current liabilities, Adjustments | 1.7 | |||
Other liabilities | 26.9 | 25.8 | ||
Other liabilities, Adjustments | 1.1 | |||
Total liabilities assumed | 67.0 | 64.2 | ||
Total liabilities assumed, Adjustments | 2.8 | |||
Net assets acquired | 585.0 | 585.0 | ||
Net assets acquired, Adjustments | $ 0 |
Supplemental Cash Flow Information (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 24, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Cash Flow, Supplemental Disclosures |
|
Fair Value Measurements (Fair Values Of Financial Instruments Measured At Fair Value On Recurring Basis) (Details) (Fair Value, Measurements, Recurring, USD $)
In Millions, unless otherwise specified |
Feb. 24, 2013
|
May 27, 2012
|
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fair value of assets (liabilities)
|
||||||||||||||||
Total | $ 33.9 | $ (0.8) | ||||||||||||||
Fair value of assets (liabilities) | Commodities futures, swaps & options
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0.3 | [1] | (0.1) | [1] | ||||||||||||
Fair value of assets (liabilities) | Equity forwards
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 1.9 | [2] | 2.8 | [2] | ||||||||||||
Fair value of assets (liabilities) | Interest rate swaps
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 3.2 | [3] | (41.7) | [3] | ||||||||||||
Fair value of assets (liabilities) | Foreign currency forwards
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [4] | 0.5 | [4] | ||||||||||||
Fair value of assets (liabilities) | Corporate bonds
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 11.4 | [5] | 14.5 | [5] | ||||||||||||
Fair value of assets (liabilities) | U.S. Treasury securities
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 10.3 | [6] | 13.3 | [6] | ||||||||||||
Fair value of assets (liabilities) | Mortgage-backed securities
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 6.8 | [5] | 9.9 | [5] | ||||||||||||
Quoted prices in active market for identical assets (liabilities) (Level 1)
|
||||||||||||||||
Total | 10.3 | 13.3 | ||||||||||||||
Quoted prices in active market for identical assets (liabilities) (Level 1) | Commodities futures, swaps & options
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [1] | 0 | [1] | ||||||||||||
Quoted prices in active market for identical assets (liabilities) (Level 1) | Equity forwards
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [2] | 0 | [2] | ||||||||||||
Quoted prices in active market for identical assets (liabilities) (Level 1) | Interest rate swaps
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [3] | 0 | [3] | ||||||||||||
Quoted prices in active market for identical assets (liabilities) (Level 1) | Foreign currency forwards
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [4] | 0 | [4] | ||||||||||||
Quoted prices in active market for identical assets (liabilities) (Level 1) | Corporate bonds
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 0 | [5] | 0 | [5] | ||||||||||||
Quoted prices in active market for identical assets (liabilities) (Level 1) | U.S. Treasury securities
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 10.3 | [6] | 13.3 | [6] | ||||||||||||
Quoted prices in active market for identical assets (liabilities) (Level 1) | Mortgage-backed securities
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 0 | [5] | 0 | [5] | ||||||||||||
Significant other observable inputs (Level 2)
|
||||||||||||||||
Total | 23.6 | (14.1) | ||||||||||||||
Significant other observable inputs (Level 2) | Commodities futures, swaps & options
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0.3 | [1] | (0.1) | [1] | ||||||||||||
Significant other observable inputs (Level 2) | Equity forwards
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 1.9 | [2] | 2.8 | [2] | ||||||||||||
Significant other observable inputs (Level 2) | Interest rate swaps
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 3.2 | [3] | (41.7) | [3] | ||||||||||||
Significant other observable inputs (Level 2) | Foreign currency forwards
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [4] | 0.5 | [4] | ||||||||||||
Significant other observable inputs (Level 2) | Corporate bonds
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 11.4 | [5] | 14.5 | [5] | ||||||||||||
Significant other observable inputs (Level 2) | U.S. Treasury securities
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 0 | [6] | 0 | [6] | ||||||||||||
Significant other observable inputs (Level 2) | Mortgage-backed securities
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 6.8 | [5] | 9.9 | [5] | ||||||||||||
Significant unobservable inputs (Level 3)
|
||||||||||||||||
Total | 0 | 0 | ||||||||||||||
Significant unobservable inputs (Level 3) | Commodities futures, swaps & options
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [1] | 0 | [1] | ||||||||||||
Significant unobservable inputs (Level 3) | Equity forwards
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [2] | 0 | [2] | ||||||||||||
Significant unobservable inputs (Level 3) | Interest rate swaps
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [3] | 0 | [3] | ||||||||||||
Significant unobservable inputs (Level 3) | Foreign currency forwards
|
||||||||||||||||
Derivatives, Commodities futures, swaps and options, Equity forwards, Interest rate locks & swaps, and Foreign currency forwards | 0 | [4] | 0 | [4] | ||||||||||||
Significant unobservable inputs (Level 3) | Corporate bonds
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 0 | [5] | 0 | [5] | ||||||||||||
Significant unobservable inputs (Level 3) | U.S. Treasury securities
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | 0 | [6] | 0 | [6] | ||||||||||||
Significant unobservable inputs (Level 3) | Mortgage-backed securities
|
||||||||||||||||
Fixed-income securities, Corporate bonds, U.S Treasury securities, and Mortgage-backed securities | $ 0 | [5] | $ 0 | [5] | ||||||||||||
|
Commitments And Contingencies (Details) (USD $)
|
9 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Feb. 24, 2013
|
Feb. 24, 2013
Workers Compensation and General Liabilities Accrued
|
May 27, 2012
Workers Compensation and General Liabilities Accrued
|
Feb. 24, 2013
Operating Lease Obligation
|
May 27, 2012
Operating Lease Obligation
|
Feb. 24, 2013
Property Lease Guarantee
|
May 27, 2012
Property Lease Guarantee
|
|
Commitment and Contigencies [Line Items] | |||||||
Standby letters of credit | $ 107,000,000 | $ 99,200,000 | $ 20,800,000 | $ 20,300,000 | |||
Guarantees associated with leased properties | 4,500,000 | 5,400,000 | |||||
Fair value of potential payments discounted at pre-tax cost of capital related to guarantee obligations | 3,600,000 | 4,100,000 | |||||
Accrued liabilities resulting from reassessment of likelihood of third parties defaulting on assignment agreements | $ 0 |
Derivative Instruments And Hedging Activities (Effects Of Derivative Instruments In Cash Flow Hedging Relationships) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 24, 2013
|
Feb. 26, 2012
|
Feb. 24, 2013
|
Feb. 26, 2012
|
|||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||||
Amount of Gain (Loss) Recognized in AOCI (effective portion) | $ (5.2) | $ (0.6) | $ (15.8) | $ (70.3) | ||||||||||||
Amount of Gain (Loss) Reclassified from AOCI to Earnings (effective portion) | (2.5) | (2.0) | (5.5) | (2.8) | ||||||||||||
Amount of Gain (Loss) Recognized in Earnings (ineffective portion) | 0.4 | [1] | 0.2 | [1] | 0.9 | [1] | (0.2) | [1] | ||||||||
Commodity
|
||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||||
Amount of Gain (Loss) Recognized in AOCI (effective portion) | 0 | [2] | (0.1) | [2] | 1.0 | [2] | (1.7) | [2] | ||||||||
Commodity | Cost of Sales
|
||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||||
Amount of Gain (Loss) Reclassified from AOCI to Earnings (effective portion) | 0.2 | [2] | (1.1) | [2] | 0.1 | [2] | (1.7) | [2] | ||||||||
Amount of Gain (Loss) Recognized in Earnings (ineffective portion) | 0 | [1],[2] | 0 | [1],[2] | 0 | [1],[2] | 0 | [1],[2] | ||||||||
Equity
|
||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||||
Amount of Gain (Loss) Recognized in AOCI (effective portion) | (5.3) | [3] | 2.4 | [3] | (6.1) | [3] | (2.0) | [3] | ||||||||
Equity | Cost of Sales and Selling General and Administrative Expense
|
||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||||
Amount of Gain (Loss) Reclassified from AOCI to Earnings (effective portion) | 0 | [3] | 0 | [3] | 0.2 | [3] | 0 | [3] | ||||||||
Amount of Gain (Loss) Recognized in Earnings (ineffective portion) | 0.4 | [1],[3] | 0.2 | [1],[3] | 0.9 | [1],[3] | 0.5 | [1],[3] | ||||||||
Interest rate related
|
||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||||
Amount of Gain (Loss) Recognized in AOCI (effective portion) | 0 | (3.5) | (10.1) | (67.0) | ||||||||||||
Interest rate related | Interest, Net
|
||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||||
Amount of Gain (Loss) Reclassified from AOCI to Earnings (effective portion) | (2.6) | (1.1) | (5.7) | (1.8) | ||||||||||||
Amount of Gain (Loss) Recognized in Earnings (ineffective portion) | 0 | [1] | 0 | [1] | 0 | [1] | (0.7) | [1] | ||||||||
Foreign currency
|
||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||||
Amount of Gain (Loss) Recognized in AOCI (effective portion) | 0.1 | [4] | 0.6 | [4] | (0.6) | [4] | 0.4 | [4] | ||||||||
Foreign currency | Cost of Sales and Selling General and Administrative Expense
|
||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||||||||||||
Amount of Gain (Loss) Reclassified from AOCI to Earnings (effective portion) | (0.1) | [4] | 0.2 | [4] | (0.1) | [4] | 0.7 | [4] | ||||||||
Amount of Gain (Loss) Recognized in Earnings (ineffective portion) | $ 0 | [1],[4] | $ 0 | [1],[4] | $ 0 | [1],[4] | $ 0 | [1],[4] | ||||||||
|
Consolidated Statements Of Changes In Stockholders' Equity (Parenthetical)
In Millions, unless otherwise specified |
9 Months Ended | |
---|---|---|
Feb. 24, 2013
|
Feb. 26, 2012
|
|
Stock option exercised, shares | 1.5 | 1.4 |
Repurchases of common stock, shares | 1.0 | 7.9 |
Issuance of treasury stock under Employee Stock Purchase Plan and other plans, shares | 0.2 | 0.1 |
Treasury shares retirement, shares | 159.3 | 0 |