8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: March 21, 2019

(Date of earliest event reported)

DARDEN RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-13666

Florida	59-3305930
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1000 Darden Center Drive, Orlando, Florida 32837

(Address of principal executive offices, including zip code)

(407) 245-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On March 21, 2019, Darden Restaurants, Inc. (the Company) issued a news release entitled “Darden Restaurants Reports Fiscal 2019 Third Quarter Results; Increases Financial Outlook for the Full Fiscal Year; and Declares Regular Quarterly Dividend,” a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In addition, the slide presentation accompanying the Company’s conference call will be posted on the Company’s website.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	News release dated March 21, 2019, entitled “Darden Restaurants Reports Fiscal 2019 Third Quarter Results; Increases Financial Outlook for the Full Fiscal Year; and Declares Regular Quarterly Dividend.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DARDEN RESTAURANTS, INC.
By:	/s/ Ricardo Cardenas
	Ricardo Cardenas
	Senior Vice President and Chief Financial Officer

Date: March 21, 2019

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EX-99.1

EXHIBIT 99.1

Darden Restaurants Reports Fiscal 2019 Third Quarter Results;

Increases Financial Outlook For The Full Fiscal Year; And

Declares Regular Quarterly Dividend

ORLANDO, Fla., March 21, 2019 /PRNewswire/ -- Darden Restaurants, Inc., (NYSE:DRI) today reported its financial results for the third quarter ended February 24, 2019.

Third Quarter 2019 Financial Highlights, Comparisons Versus Same Fiscal Quarter Last Year

• Total sales increased 5.5% to $2.25 billion driven by the addition of 39 net new restaurants and a blended same-restaurant sales increase of 2.8%

• Same-restaurant sales by brand:

+4.3% for Olive Garden	-2.7% for Cheddar's Scratch Kitchen
+3.8% for LongHorn Steakhouse	-2.1% for Yard House
+4.3% for The Capital Grille	-1.3% for Seasons 52
+3.7% for Eddie V’s	-3.7% for Bahama Breeze

• Reported diluted net earnings per share from continuing operations increased 3.4% to $1.80 and increased 5.3% from last year's adjusted diluted net earnings per share*

• The Company repurchased approximately $74 million of its outstanding common stock

* See "Non-GAAP Information" below for more details

"Our strong top-line results exceeded the industry this quarter resulting in significant market share gains," said CEO Gene Lee. “This sales performance, coupled with strong operating profit growth, is a testament to our strategy and the outstanding focus and execution by our restaurant teams who create exceptional dining experiences for our guests every day."

Segment Performance

Segment profit represents sales, less costs for food and beverage, restaurant labor, restaurant expenses and marketing expenses.

	Q3 Sales				Q3 Segment Profit
($ in millions)	2019	2018	% Change		2019	2018	% Change
Consolidated Darden	$2,246.5	$2,128.4	5.5	%
Olive Garden	$1,130.2	$1,073.2	5.3	%	$247.0	$226.7	9.0	%
LongHorn Steakhouse	$483.2	$452.8	6.7	%	$96.4	$89.9	7.2	%
Fine Dining	$174.5	$164.4	6.1	%	$44.3	$40.3	9.9	%
Other Business	$458.6	$438.0	4.7	%	$67.5	$65.5	3.1	%
	YTD Sales				YTD Segment Profit
($ in millions)	2019	2018	% Change		2019	2018	% Change
Consolidated Darden	$6,281.3	$5,946.0	5.6	%
Olive Garden	$3,180.3	$3,014.6	5.5	%	$649.7	$593.4	9.5	%
LongHorn Steakhouse	$1,326.2	$1,245.0	6.5	%	$232.5	$214.0	8.6	%
Fine Dining	$451.2	$427.1	5.6	%	$94.5	$86.6	9.1	%
Other Business	$1,323.6	$1,259.3	5.1	%	$181.6	$182.8	(0.7	)%

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U.S. Same-Restaurant Sales Results

	Q3		YTD
	Olive Garden	LongHorn Steakhouse	Olive Garden	LongHorn Steakhouse
Same-Restaurant Sales	4.3%	3.8%	4.4%	3.3%
Same-Restaurant Traffic	0.1%	0.5%	0.3%	0.0%
Pricing	1.8%	1.8%	1.9%	1.7%
Menu-mix	2.4%	1.5%	2.2%	1.6%

Dividend Declared

Darden's Board of Directors declared a regular quarterly cash dividend of $0.75 per share on the Company's outstanding common stock. The dividend is payable on May 1, 2019 to shareholders of record at the close of business on April 10, 2019.

Share Repurchase Program

During the quarter, the Company repurchased approximately 0.7 million shares of its common stock for a total cost of approximately $74 million. Fiscal year-to-date, the Company repurchased approximately 1.6 million shares of its common stock for a total cost of approximately $166 million. As of the end of the fiscal third quarter, the Company had approximately $346 million remaining under the current $500 million repurchase authorization.

Updated Fiscal 2019 Financial Outlook

The Company increased its financial outlook for fiscal 2019 based on year-to-date results and its expected performance for the fourth quarter.

	Current (03/21/19)	Prior (12/18/18)
Total sales growth	Approx. 5.5%	5.0% to 5.5%
Same-restaurant sales growth	2.5% to 2.7%	Approx. 2.5%
Effective tax rate	Approx. 10%	10% to 11%
Diluted net earnings per share from continuing operations	$5.76 - $5.80	$5.60 - $5.70
Diluted average common shares outstanding for the year	125M to 126M	Approx. 126M

Investor Conference Call

The Company will host a conference call and slide presentation on Thursday, March 21 at 8:30 am ET to review its recent financial performance. To listen to the call live, please go tohttps://www.webcaster4.com/Webcast/Page/1007/29533at least fifteen minutes early to register, download, and install any necessary audio software. Prior to the call, a slide presentation will be posted on the Investor Relations section of our website at: www.darden.com. For those who cannot access the Internet, please dial 1-888-396-9924 and enter passcode 3047110. For those who cannot listen to the live broadcast, a replay will be available shortly after the call.

About Darden

Darden is a restaurant company featuring a portfolio of differentiated brands that include Olive Garden, LongHorn Steakhouse, Cheddar's Scratch Kitchen, Yard House, The Capital Grille, Seasons 52, Bahama Breeze and Eddie V's. Our people equal our success, and we are proud to employ 180,000 team members in more than 1,700 restaurants. Together, we create memorable experiences for nearly 390 million guests each year in communities across North America. For more information, please visit www.darden.com.

Information About Forward-Looking Statements

Forward-looking statements in this communication regarding our expected earnings performance and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are first made, and we

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undertake no obligation to update such statements to reflect events or circumstances arising after such date. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports. These risks and uncertainties include technology failures including failure to maintain a secure cyber network, food safety and food-borne illness concerns, the inability to hire, train, reward and retain restaurant team members or monitor and proactively respond to employee dissatisfaction, a failure to develop and recruit effective leaders, litigation, unfavorable publicity, an inability or failure to manage the accelerated impact of social media, risks relating to public policy changes and federal, state and local regulation of our business, long-term and non-cancelable property leases, labor and insurance costs, failure to execute a business continuity plan following a disaster, health concerns including food-related pandemics or virus outbreaks, intense competition, failure to drive profitable sales growth, a lack of availability of suitable locations for new restaurants, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products and services, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including interest rates, disruptions in the financial markets, risks of doing business with franchisees, licensees and vendors in foreign markets, failure to protect our intellectual property, impairment in the carrying value of our goodwill or other intangible assets, failure of our internal controls over financial reporting and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

Non-GAAP Information

The information in this press release includes financial information determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”), such as adjusted diluted net earnings per share from continuing operations. The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of these non-GAAP measures are included in this release.

(Analysts) Kevin Kalicak, (407) 245-5870; (Media) Rich Jeffers, (407) 245-4189

Fiscal Q3 Reported to Adjusted Earnings Reconciliation
	Q3 2019					Q3 2018
$ in millions, except EPS	Earnings Before Income Tax	Income Tax Expense	Net Earnings	Diluted Net Earnings Per Share		Earnings Before Income Tax	Income Tax Expense (Benefit)	Net Earnings		Diluted Net Earnings Per Share
Reported Earnings from Continuing Operations	$253.1	$28.0	$225.1	$1.80		$116.0	$(102.5)	$218.5		$1.74
% Change vs Prior Year				3.4	%
Adjustments:
Debt retirement costs	—	—	—	—		102.2	33.6	68.6		0.54
Net benefit of deferred tax revaluation	—	—	—	—		—	77.3	(77.3	)	(0.61	)
Cheddar's integration expenses	—	—	—	—		6.7	1.4	5.3		0.04
Adjusted Earnings from Continuing Operations	$253.1	$28.0	$225.1	$1.80		$224.9	$9.8	$215.1		$1.71
% Change vs Prior Year				5.3	%

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DARDEN RESTAURANTS, INC.

NUMBER OF COMPANY-OWNED RESTAURANTS

	2/24/19	2/25/18
Olive Garden1	860	853
LongHorn Steakhouse	512	499
Cheddar's Scratch Kitchen	159	154
Yard House	78	71
The Capital Grille2	58	57
Bahama Breeze	42	39
Seasons 52	43	41
Eddie V's	20	19
Darden Continuing Operations	1,772	1,733
1Includes six locations in Canada for all periods presented.
2Includes one The Capital Burger restaurant in fiscal 2019.

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DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	2/24/2019			2/25/2018			2/24/2019			2/25/2018
Sales	$	2,246.5		$	2,128.4		$	6,281.3		$	5,946.0
Costs and expenses:
Food and beverage	638.0			603.3			1,784.6			1,701.4
Restaurant labor	711.4			683.0			2,053.1			1,929.6
Restaurant expenses	379.5			360.8			1,098.4			1,055.2
Marketing expenses	62.4			58.9			186.9			183.0
General and administrative expenses	102.8			110.1			302.4			307.0
Depreciation and amortization	85.3			79.2			248.8			234.1
Impairments and disposal of assets, net	1.6			(0.3		)	4.4			(1.1		)
Total operating costs and expenses	$	1,981.0		$	1,895.0		$	5,678.6		$	5,409.2
Operating income	265.5			233.4			602.7			536.8
Interest, net	12.4			117.4			38.3			147.9
Earnings before income taxes	253.1			116.0			564.4			388.9
Income tax expense	28.0			(102.5		)	54.5			(39.5		)
Earnings from continuing operations	$	225.1		$	218.5		$	509.9		$	428.4
Losses from discontinued operations, net of tax benefit of $0.8, $0.5, $1.3 and $4.0, respectively	(1.5		)	(0.7		)	(4.5		)	(6.9		)
Net earnings	$	223.6		$	217.8		$	505.4		$	421.5
Basic net earnings per share:
Earnings from continuing operations	$	1.83		$	1.77		$	4.12		$	3.45
Losses from discontinued operations	(0.02		)	(0.01		)	(0.03		)	(0.06		)
Net earnings	$	1.81		$	1.76		$	4.09		$	3.39
Diluted net earnings per share:
Earnings from continuing operations	$	1.80		$	1.74		$	4.06		$	3.40
Losses from discontinued operations	(0.01		)	(0.01		)	(0.04		)	(0.06		)
Net earnings	$	1.79		$	1.73		$	4.02		$	3.34
Average number of common shares outstanding:
Basic	123.3			123.6			123.7			124.2
Diluted	125.0			125.7			125.6			126.1

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DARDEN RESTAURANTS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions)

	2/24/2019			5/27/2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	302.9		$	146.9
Receivables, net	73.9			83.7
Inventories	209.5			205.3
Prepaid income taxes	5.2			15.9
Prepaid expenses and other current assets	95.7			89.9
Assets held for sale	—			11.9
Total current assets	$	687.2		$	553.6
Land, buildings and equipment, net	2,539.9			2,429.8
Goodwill	1,183.7			1,183.7
Trademarks	950.8			950.8
Other assets	336.2			351.7
Total assets	$	5,697.8		$	5,469.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	303.2		$	277.0
Accrued payroll	163.3			177.5
Accrued income taxes	7.3			—
Other accrued taxes	50.5			56.6
Unearned revenues	471.7			415.8
Other current liabilities	446.9			457.6
Total current liabilities	$	1,442.9		$	1,384.5
Long-term debt	927.4			926.5
Deferred income taxes	130.7			114.0
Deferred rent	346.5			318.0
Other liabilities	534.6			531.8
Total liabilities	$	3,382.1		$	3,274.8
Stockholders’ equity:
Common stock and surplus	$	1,676.8		$	1,631.9
Retained earnings	728.4			657.6
Treasury stock	(7.8		)	(7.8		)
Accumulated other comprehensive income (loss)	(81.0		)	(85.2		)
Unearned compensation	(0.7		)	(1.7		)
Total stockholders’ equity	$	2,315.7		$	2,194.8
Total liabilities and stockholders’ equity	$	5,697.8		$	5,469.6

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DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Nine Months Ended
	2/24/2019			2/25/2018
Cash flows—operating activities
Net earnings	$	505.4		$	421.5
Losses from discontinued operations, net of tax	4.5			6.9
Adjustments to reconcile net earnings from continuing operations to cash flows:
Depreciation and amortization	248.8			234.1
Stock-based compensation expense	45.3			32.2
Loss on extinguishment of debt	—			102.2
Change in current assets and liabilities and other, net	116.0			(45.9		)
Net cash provided by operating activities of continuing operations	$	920.0		$	751.0
Cash flows—investing activities
Purchases of land, buildings and equipment	(346.9		)	(294.9		)
Proceeds from disposal of land, buildings and equipment	12.7			3.3
Cash used in business acquisitions, net of cash acquired	—			(40.4		)
Purchases of capitalized software and changes in other assets, net	(15.5		)	(10.3		)
Net cash used in investing activities of continuing operations	$	(349.7	)	$	(342.3	)
Cash flows—financing activities
Proceeds from issuance of common stock	45.4			35.5
Dividends paid	(278.4		)	(234.9		)
Repurchases of common stock	(166.0		)	(207.6		)
Proceeds from issuance of short-term debt, net	—			50.6
Repayment of long-term debt	—			(408.2		)
Proceeds from issuance of long-term debt	—			300.0
Principal payments on capital and financing leases	(4.9		)	(3.9		)
Other, net	0.1			(11.5		)
Net cash used in financing activities of continuing operations	$	(403.8	)	$	(480.0	)
Cash flows—discontinued operations
Net cash used in operating activities of discontinued operations	(10.5		)	(15.2		)
Net cash provided by investing activities of discontinued operations	—			0.2
Net cash used in discontinued operations	$	(10.5	)	$	(15.0	)
Increase (decrease) in cash and cash equivalents	156.0			(86.3		)
Cash and cash equivalents - beginning of period	146.9			233.1
Cash and cash equivalents - end of period	$	302.9		$	146.8

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