Darden Eating places, Inc. : DARDEN RESTAURANTS INC Administration Dialogue and Evaluation of Monetary Situation and Outcomes of Operations (Type 10-Q)

Darden Restaurants, Inc. : DARDEN RESTAURANTS INC Management Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

The dialogue and evaluation under for the Firm, which comprises
forward-looking statements, must be learn at the side of the unaudited
consolidated monetary statements and the notes to such monetary statements
included elsewhere on this quarterly report on Type 10-Q (Type 10-Q) and the
audited consolidated monetary statements and the notes thereto included in our
Type 10-Ok for the fiscal yr ended Could 29, 2022 (Type 10-Ok). Along with
historic consolidated monetary data, this dialogue comprises
forward-looking statements that replicate our plans, estimates, and beliefs and
contain quite a few dangers and uncertainties, together with however not restricted to these
described within the "Merchandise 1A. Threat Elements" part of the Type 10-Ok. Precise
outcomes could differ materially from these contained in any forward-looking
statements. You must rigorously learn "Ahead-Trying Statements" included
elsewhere on this Type 10-Q.

To facilitate assessment of our dialogue and evaluation, the next desk units
forth our monetary outcomes for the intervals indicated. All data is
derived from the unaudited consolidated statements of earnings for the quarters
and 9 months ended February 26, 2023 and February 27, 2022.

                                               Three Months Ended                                            9 Months Ended
                                       February 26,          February 27,                           February 26,          February 27,
(in hundreds of thousands)                              2023                  2022               % Chg               2023                  2022                % Chg
Gross sales                                 $    2,786.2          $    2,448.9            13.8%          $    7,718.8          $    7,027.1             9.8%
Prices and bills:
Meals and beverage                            887.0                 752.7             17.8               2,500.6               2,132.2             17.3
Restaurant labor                             874.2                 798.7             9.5                2,476.5               2,279.5              8.6
Restaurant bills                          440.3                 395.7             11.3               1,260.8               1,158.8              8.8
Advertising bills                            28.2                  27.2             3.7                   89.6                  73.0             22.7
Common and administrative bills          107.0                  83.3             28.5                 285.7                 289.7             (1.4)
Depreciation and amortization                 98.3                  94.3             4.2                  290.7                 275.4              5.6
Impairments and disposal of belongings,
web                                            1.3                  (3.8)             NM                  (12.4)                 (5.5)             NM
Complete prices and bills              $    2,436.3          $    2,148.1             13.4          $    6,891.5          $    6,203.1             11.1
Working earnings                             349.9                 300.8             16.3                 827.3                 824.0              0.4
Curiosity, web                                 19.6                  17.5             12.0                  59.2                  49.8             18.9

Earnings earlier than earnings taxes                 330.3                 283.3             16.6          $      768.1          $      774.2             (0.8)
Revenue tax expense (1)                        43.5                  35.4             22.9                 100.2                 101.2             (1.0)

Earnings From Persevering with Operations $286.8 $247.9

          15.7          $      667.9          $      673.0             (0.8)
Losses from discontinued operations,
web of tax                                    (0.2)                 (0.9)           (77.8)                 (1.1)                 (1.9)           (42.1)
Internet earnings                          $      286.6          $      247.0            16.0%          $      666.8          $      671.1            (0.6)%
Diluted web earnings per share:
Earnings from persevering with operations   $       2.34          $       1.93            21.2%          $       5.42          $       5.17             4.8%
Losses from discontinued operations              -                     -              -                   (0.01)                (0.01)              -
Internet earnings                          $       2.34          $       1.93            21.2%          $       5.41          $       5.16             4.8%

(1) Efficient tax charge                        13.2  %               12.5  %                                13.0  %               13.1  %

NM- Proportion deemed not vital.

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Abstract


The next desk particulars the variety of company-owned eating places at the moment
reported in persevering with operations that had been open on the finish of the third quarter
of fiscal 2023, in contrast with the quantity open on the finish of fiscal 2022 and the
finish of the third quarter of fiscal 2022.

                                           February 26,       Could 29,       February 27,
                                               2023            2022             2022
           Olive Backyard                        893             884              881
           LongHorn Steakhouse                 554             546              539
           Cheddar's Scratch Kitchen           179             172              173
           Yard Home                           86              85               85
           The Capital Grille                   61              62               61
           Seasons 52                           43              45               44
           Bahama Breeze                        42              42               42
           Eddie V's                            29              28               27
           The Capital Burger                    3               3                3
           Complete                             1,890           1,867            1,855


OVERVIEW OF OPERATIONS

COVID-19 pandemic and different impacts on our working surroundings


Throughout fiscal 2022, will increase within the variety of COVID-19 instances all through the
United States together with the Omicron variant which considerably impacted our
eating places within the third quarter, principally in January 2022, subjected a few of our
eating places to COVID-19-related restrictions reminiscent of masks and/or vaccine
necessities for crew members, friends or each. Throughout fiscal 2022, together with
COVID-19, our working outcomes had been impacted by geopolitical and different
macroeconomic occasions, resulting in larger than common inflation on wages and different
value of products bought. These occasions additional impacted the provision of crew
members wanted to workers our eating places and brought about extra disruptions in our
product provide chain. Throughout fiscal 2023, these occasions have continued to impression
our working outcomes as wage and value inflation proceed to exceed latest
norms.

The continuing results to our working surroundings together with different geopolitical
and macroeconomic occasions, might result in additional wage inflation, staffing
challenges, product value inflation and disruptions within the provide chain that
impression our eating places' potential to acquire the merchandise wanted to assist their
operations.

Abstract knowledge – Consolidated


•Complete gross sales elevated 13.8% and 9.8% to $2.79 billion and $7.72 billion for the
third quarter and 9 months of fiscal 2023 in comparison with $2.45 billion and $7.03
billion for the third quarter and 9 months of fiscal 2022 pushed by blended
same-restaurant gross sales will increase of 11.7% and seven.8% for every respective interval and
gross sales from 35 web new eating places within the 12 months from February 27, 2022 to
February 26, 2023.

•Our web earnings from persevering with operations had been $286.8 million and $667.9
million for the third quarter and 9 months of fiscal 2023 in comparison with $247.9
million and $673.0 million for the third quarter and 9 months of fiscal 2022.

•Reported diluted web earnings per share from persevering with operations had been $2.34
and $5.42 for the third quarter and 9 months of fiscal 2023 in comparison with $1.93
and $5.17 for the third quarter and 9 months of fiscal 2022.

View


We anticipate gross sales for fiscal 2023 to be between $10.45 and $10.5 billion, pushed
by same-restaurant gross sales development of 6.5 to 7.0 p.c and roughly 55 new
restaurant openings. Moreover, we anticipate capital expenditures incurred to
construct new eating places, transform and preserve current eating places and for
expertise initiatives to be $550 to $575 million.
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Abstract

SALES


The next desk presents our gross sales by phase for the intervals indicated.

                                               Three Months Ended                                             9 Months Ended
                            February 26,  February 27,                                     February 26,  February 27,
(in hundreds of thousands)                   2023          2022          % Chg        SRS (1)               2023          2022          % Chg        SRS (1)
Olive Backyard                $  1,301.2    $  1,142.6          13.9  %        12.3  %       $  3,608.6    $  3,310.2           9.0  %         7.5  %

LongHorn Steakhouse $695.5 $612.7 13.5%

 10.8  %       $  1,900.6    $  1,727.0          10.1  %         7.5  %
Effective Eating                 $    235.6    $    208.2          13.2  %        11.7  %       $    621.0    $    565.7           9.8  %         8.6  %
Different Enterprise              $    553.9    $    485.4          14.1  %        11.7  %       $  1,588.6    $  1,424.2          11.5  %         8.9  %


(1)Similar-restaurant gross sales is a year-over-year comparability of every interval's gross sales
volumes for a 52-week yr and is restricted to eating places which were open,
and operated by Darden, for at the least 16 months.

Olive Backyard's gross sales improve for the third quarter and 9 months of fiscal
2023 was primarily pushed by U.S. same-restaurant gross sales will increase mixed with
income from new eating places. The rise in U.S. same-restaurant gross sales for the
third quarter of fiscal 2023 resulted from a 9.3 p.c improve in common
test mixed with a 2.7 p.c improve in same-restaurant visitor counts. The
improve in U.S. same-restaurant gross sales for the 9 months of fiscal 2023
resulted from a 8.9 p.c improve in common test offset by a 1.3 p.c
lower in same-restaurant visitor counts.

LongHorn Steakhouse's gross sales improve for the third quarter and 9 months of
fiscal 2023 was primarily pushed by same-restaurant gross sales will increase mixed
with income from new eating places. The rise in same-restaurant gross sales for the
third quarter of fiscal 2023 resulted from a 4.7 p.c improve in common
test mixed with a 5.7 p.c improve in same-restaurant visitor counts. The
improve in same-restaurant gross sales for the 9 months of fiscal 2023 resulted
from a 6.1 p.c improve in common test mixed with a 1.3 p.c
improve in same-restaurant visitor counts.

Effective Eating's gross sales improve for the third quarter and 9 months of fiscal
2023 was primarily pushed by same-restaurant gross sales will increase mixed with
income from new eating places. The rise in same-restaurant gross sales for the
third quarter of fiscal 2023 resulted from a 3.7 p.c improve in common
test mixed with a 7.7 p.c improve in same-restaurant visitor counts. The
improve in same-restaurant gross sales for the 9 months of fiscal 2023 resulted
from a 5.6 p.c improve in common test mixed with a 2.8 p.c
improve in same-restaurant visitor counts.

Different Enterprise' gross sales improve for the third quarter and 9 months of fiscal
2023 was primarily pushed by same-restaurant gross sales will increase mixed with
income from new eating places. The rise in same-restaurant gross sales for the
third quarter months of fiscal 2023 resulted from a 6.7 p.c improve in
common test mixed with a 4.7 p.c improve in same-restaurant visitor
counts. The rise in same-restaurant gross sales for the 9 months of fiscal 2023
resulted from a 7.1 p.c improve in common test mixed with a 1.7
p.c improve in same-restaurant visitor counts.
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Abstract

COSTS AND EXPENSES

The desk under reveals chosen operational knowledge as a share of gross sales for the intervals indicated. All data is derived from the unaudited consolidated earnings accounts for the quarters and 9 months ended 26 February 2023 and 27 February 2022.

                                                         Three Months Ended                                     9 Months Ended
                                            February 26, 2023          February 27, 2022          February 26, 2023          February 27, 2022
Gross sales                                                  100.0  %                   100.0  %                   100.0  %                   100.0  %
Prices and bills:
Meals and beverage                                       31.8                       30.7                       32.4                       30.3
Restaurant labor                                        31.4                       32.6                       32.1                       32.4
Restaurant bills                                     15.8                       16.2                       16.3                       16.5
Advertising bills                                       1.0                        1.1                        1.2                        1.0
Common and administrative bills                      3.8                        3.4                        3.7                        4.1
Depreciation and amortization                            3.5                        3.9                        3.8                        3.9
Impairments and disposal of belongings, web                    -                       (0.2)                      (0.2)                      (0.1)
Complete working prices and bills                      87.4  %                    87.7  %                    89.3  %                    88.3  %
Working earnings                                        12.6                       12.3                       10.7                       11.7
Curiosity, web                                            0.7                        0.7                        0.8                        0.7

Earnings earlier than earnings taxes                            11.9                       11.6                       10.0                       11.0
Revenue tax expense                                       1.6                        1.4                        1.3                        1.4
Earnings from persevering with operations                     10.3  %                    10.1  %                     8.7  %                     9.6  %


Quarter ended February 26, 2023 In comparison with the quarter ended February 27, 2022


•Meals and beverage prices elevated as a p.c of gross sales primarily attributable to a 2.7%
impression from inflation and a 0.3% impression from menu combine, partially offset by a
2.0% impression from pricing.
•Restaurant labor prices decreased as a p.c of gross sales primarily attributable to a 3.0%
impression from gross sales leverage, partially offset by a 2.0% impression from inflation.
•Restaurant bills decreased as a p.c of gross sales primarily attributable to a 2.0%
impression from pricing and gross sales leverage, partially offset by a 0.5% impression from
larger utility prices, a 0.5% impression from larger repairs and upkeep
bills, a 0.2% impression from bank card expense, and a 0.4% impression from all
different prices.
•Advertising bills decreased as a p.c of gross sales primarily attributable to gross sales
leverage.
•Common and administrative bills elevated as a p.c of gross sales primarily
attributable to a 0.6% impression from division and different administrative bills and a
0.3% impression associated to incentive pay accrual timing, partially offset by a 0.4%
impression from gross sales leverage.
•Depreciation and amortization bills decreased as a p.c of gross sales
primarily attributable to gross sales leverage.
•Impairment and disposal of belongings, web elevated as a p.c of gross sales
primarily attributable to positive aspects acknowledged on the sale of properties for the quarter
ended February 27, 2022.

9 months ended February 26, 2023 In comparison with the 9 months ended February 27, 2022


•Meals and beverage prices elevated as a p.c of gross sales primarily attributable to a 3.7%
impression from inflation and a 0.3% impression from menu combine, partially offset by a
2.0% impression from pricing.
•Restaurant labor prices decreased as a p.c of gross sales primarily attributable to a 2.6%
impression from gross sales leverage and a 0.2% impression from improved productiveness,
partially offset by a 2.4% impression from inflation.
•Restaurant bills decreased as a p.c of gross sales primarily attributable to a 1.2%
impression from pricing and gross sales leverage, partially offset by a 0.4% impression from
larger utility prices, a 0.4% impression from larger repairs and upkeep
bills, and a 0.2% impression from bank card expense.
•Advertising bills elevated as a p.c of gross sales primarily attributable to elevated
advertising media.
•Common and administrative bills decreased as a p.c of gross sales primarily
attributable to a 0.4% impression from gross sales leverage and a 0.3% impression associated to incentive
pay accrual timing, partially offset by a 0.2% impression from division bills.
•Depreciation and amortization bills decreased as a p.c of gross sales
primarily attributable to gross sales leverage.
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Abstract • Write-downs and disposals of belongings, web lower as a share of gross sales primarily attributable to capital positive aspects acknowledged on the sale of properties.

INCOME TAXES


The efficient earnings tax charge for persevering with operations for the quarter ended
February 26, 2023 was 13.2 p.c in comparison with an efficient earnings tax charge for
the quarter ended February 27, 2022 of 12.5 p.c. This alteration was primarily
pushed by larger web earnings from persevering with operations. The efficient earnings
tax charge for persevering with operations for the 9 months ended February 26, 2023
was 13.0 p.c in comparison with an efficient earnings tax charge for the 9 months
ended February 27, 2022 of 13.1 p.c. This alteration was primarily pushed by the
impression of federal tax credit and decrease web earnings from persevering with operations.

The Inflation Discount Act ("IRA") was enacted on August 16, 2022. The IRA
consists of provisions imposing a 1 p.c excise tax on share repurchases that
happen after December 31, 2022 and introduces a 15 p.c company different
minimal tax ("CAMT") on adjusted monetary assertion earnings. We at the moment are
not anticipating both the brand new IRA excise tax or CAMT provisions to have a
materials hostile impression to our monetary statements.

DISCONTINUED LOSSES


On an after-tax foundation, losses from discontinued operations for the quarter and
9 months ended February 26, 2023 had been $0.2 million ($0.00 per diluted share)
and $1.1 million ($(0.01) per diluted share) in contrast with losses from
discontinued operations for a similar quarter and 9 months of fiscal 2022 of
$0.9 million ($0.00 per diluted share) and $1.9 million ($(0.01) per diluted
share).

SEGMENT RESULTS

We handle our restaurant manufacturers, Olive Backyard, LongHorn Steakhouse, Cheddar's
Scratch Kitchen, Yard Home, The Capital Grille, Seasons 52, Bahama Breeze,
Eddie V's and The Capital Burger in North America as working segments. We
mixture our working segments into reportable segments based mostly on a mixture
of the scale, financial traits and sub-segment of full-service eating
inside which every model operates. Our 4 reportable segments are: (1) Olive
Backyard, (2) LongHorn Steakhouse, (3) Effective Eating and (4) Different Enterprise (see
Be aware 6 to our unaudited consolidated monetary statements in Half I, Merchandise 1 of
Type 10-Q).

Our administration makes use of phase revenue because the measure for assessing efficiency of
our segments. The next desk presents phase revenue margin1 for the
intervals indicated.
                                                            Three Months Ended                                                               9 Months Ended
Section                           February 26, 2023              February 27, 2022              Change            February 26, 2023          February 27, 2022               Change
Olive Backyard                            22.5%                          21.0%                   150 BPS                  20.2%                      22.0%                       (180)  BPS
LongHorn Steakhouse                     17.4%                          18.2%                   (80) BPS                 15.7%                      17.5%                       (180)  BPS
Effective Eating                             21.8%                          22.9%                  (110) BPS                 19.4%                      21.4%                       (200)  BPS
Different Enterprise                          14.0%                          13.8%                    20 BPS                  13.2%                      15.0%                       (180)  BPS

1 Section Revenue Margin calculated as (Gross sales minus Meals & Beverage prices, Restaurant Labor, Meals Bills, and Advertising Bills) / Gross sales.



The rise in Olive Backyard's phase revenue margin for the third quarter of
fiscal 2023 was pushed primarily by optimistic same-restaurant gross sales, partially
offset by elevated meals and beverage prices. The lower in Olive Backyard's
phase revenue margin for the 9 months of fiscal 2023 was pushed primarily by
elevated meals and beverage prices, partially offset by optimistic same-restaurant
gross sales. The lower in Longhorn Steakhouse's phase revenue margin for the third
quarter and 9 months of fiscal 2023 was pushed primarily by elevated meals
and beverage prices, partially offset by optimistic same-restaurant gross sales. The
lower in Effective Eating's phase revenue margin for the third quarter and 9
months of fiscal 2023 was pushed primarily by elevated meals and beverage prices,
partially offset by optimistic same-restaurant gross sales. The rise in Different
Enterprise' phase revenue margin for the third quarter of fiscal 2023 was pushed
primarily by optimistic same-restaurant gross sales, partially offset by elevated meals
and beverage prices. The lower in Different Enterprise' phase revenue margin for
the 9 months of fiscal 2023 was pushed primarily by elevated meals and
beverage and restaurant labor prices, partially offset by optimistic
same-restaurant gross sales.


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Abstract

SEASONALITY


Our gross sales volumes fluctuate seasonally. Sometimes, our common gross sales per
restaurant are highest within the winter and spring, adopted by the summer season, and
lowest within the fall. Holidays, adjustments within the economic system, extreme climate, results of
the COVID-19 pandemic and related circumstances could impression gross sales volumes seasonally
in some working areas. Due to the seasonality of our enterprise, outcomes
for any quarter are usually not essentially indicative of the outcomes that could be
achieved for the complete fiscal yr.

LIQUIDITY AND CAPITAL RESOURCES


Sometimes, money flows generated from working actions are our principal
supply of liquidity, which we use to finance capital expenditures for brand spanking new
eating places and to transform and preserve current eating places, to pay dividends
to our shareholders and to repurchase shares of our widespread inventory. Since
considerably all of our gross sales are for money and money equivalents, and accounts
payable are usually paid in 5 to 90 days, we're usually capable of carry
present liabilities in extra of present belongings.

We at the moment handle our enterprise and monetary ratios to focus on an
investment-grade bond ranking, which has traditionally allowed versatile entry to
financing at affordable prices. Our publicly issued long-term debt at the moment
carries the next rankings:
•Moody's Buyers Service "Baa2";
•Commonplace & Poor's "BBB"; and
•Fitch "BBB".

Our industrial paper has rankings of:
•Moody's Buyers Service "P-2";
•Commonplace & Poor's "A-2"; and
•Fitch "F-2".

These rankings are as of the date of the submitting of this Type 10-Q and have been
obtained with the understanding that Moody's Buyers Service, Commonplace &
Poor's and Fitch will proceed to observe our credit score and make future changes
to those rankings to the extent warranted. The rankings are usually not a suggestion
to purchase, promote or maintain our securities, could also be modified, outmoded or withdrawn at
any time and must be evaluated independently of every other ranking.

On September 10, 2021, we entered right into a $1 billion Revolving Credit score Settlement
(Revolving Credit score Settlement) with Financial institution of America, N.A. (BOA), as administrative
agent, and the lenders and different brokers occasion thereto. The Revolving Credit score
Settlement is a senior unsecured credit score dedication to the Firm and comprises
customary representations and affirmative and damaging covenants (together with
limitations on liens and subsidiary debt and a most consolidated lease
adjusted whole debt to whole capitalization ratio of 0.75 to 1.00) and occasions of
default common for credit score services of this sort. As of February 26, 2023, we
had no excellent balances and had been in compliance with all covenants underneath the
Revolving Credit score Settlement.

The Revolving Credit score Settlement matures on September 10, 2026, and the proceeds
could also be used for working capital and capital expenditures, the refinancing of
sure indebtedness, sure acquisitions and normal company functions. Loans
underneath the Revolving Credit score Settlement bear curiosity at a charge of LIBOR plus a
margin decided by reference to a ratings-based pricing grid (Relevant
Margin), or the bottom charge (which is outlined as the best of the BOA prime
charge, the Federal Funds charge plus 0.500 p.c, and the Eurodollar Price plus
1.00 p.c) plus the Relevant Margin. Assuming a "BBB" equal credit score
ranking degree, the Relevant Margin underneath the Revolving Credit score Settlement might be
1.000 p.c for LIBOR loans and 0.000 p.c for base charge loans. The
Revolving Credit score Settlement consists of another reference charge, which
supplies mechanisms for using the Secured In a single day Financing Price as a
alternative charge upon a LIBOR cessation occasion.

As of February 26, 2023, our excellent long-term debt consisted primarily of:

• $500.0 million of three.850% senior unsecured notes due Could 2027;

• $96.3 million of 6.000% senior unsecured notes due August 2035;

• $42.8 million of 6.800% senior unsecured notes due October 2037; AND

• $300.0 million of 4.550% senior unsecured notes due February 2048.


The rate of interest on our $42.8 million senior notes due in October 2037 is
topic to adjustment once in a while if the debt ranking assigned to such
sequence of notes is downgraded under a sure ranking degree (or subsequently
upgraded). The utmost adjustment is 2.000 p.c above the preliminary curiosity
charge and the rate of interest can't be diminished under the preliminary rate of interest. As
of February 26, 2023, no such changes are made to this charge.

We could once in a while repurchase our remaining excellent debt in privately
negotiated transactions. Such repurchases, if any, will rely upon prevailing
market circumstances, our liquidity necessities and different components.
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Abstract


Now and again we enter into rate of interest by-product devices. See Be aware
10 to our unaudited consolidated monetary statements in Half I, Merchandise 1 of this
report, which is integrated by reference.

Internet money flows offered by working actions of constant operations
elevated to $1.14 billion for the 9 months of fiscal 2023, from $916.5
million for the 9 months of fiscal 2022. Internet money flows offered by working
actions embody web earnings from persevering with operations of $667.9 million and
$673.0 million within the 9 months of fiscal 2023 and 2022, respectively. Internet
money flows offered by working actions elevated in fiscal 2023 primarily
as a result of change in working capital in comparison with fiscal 2022.

Internet money flows utilized in investing actions of constant operations had been $409.5
million for the 9 months of fiscal 2023, in comparison with $280.9 million for the
9 months of fiscal 2022. Capital expenditures elevated to $410.5 million for
the 9 months of fiscal 2023 from $275.6 million for the 9 months of fiscal
2022 reflecting a rise in new restaurant building and transform exercise
throughout fiscal 2023.

Internet money flows utilized in financing actions of constant operations had been $862.7
million for the 9 months of fiscal 2023, in comparison with $1.24 billion for the
9 months of fiscal 2022. Internet money flows utilized in financing actions for the
9 months of fiscal 2023 included dividends paid of $443.3 million and share
repurchases of $423.5 million, partially offset by the proceeds from the
train of worker inventory choices. Internet money flows utilized in financing actions
for the 9 months of fiscal 2022 included dividends paid of $426.2 million and
share repurchases of $834.1 million, partially offset by proceeds from the
train of worker inventory choices. Dividends declared by our Board of Administrators
totaled $3.63 and $3.30 per share for the 9 months of fiscal 2023 and 2022,
respectively.

On June 22, 2022, our Board of Administrators approved a brand new share repurchase
program underneath which we could repurchase as much as $1 billion of our excellent widespread
inventory. This repurchase program doesn't have an expiration and replaces the
current share repurchase authorization. Throughout the quarter and 9 months
ended February 26, 2023, we repurchased 0.87 million and three.3 million shares of
our widespread inventory, respectively, in comparison with 2.7 million and 5.8 million shares
of our widespread inventory, respectively, in the course of the quarter and 9 months ended
February 27, 2022.

We're not a celebration to any off-balance sheet preparations which have, or are
moderately prone to have, a present or future materials impact on our monetary
situation, adjustments in monetary situation, gross sales, prices or bills, outcomes of
operations, liquidity, capital expenditures or capital sources.

Impairment of our belongings, together with goodwill or logos, adversely impacts
our monetary place and outcomes of operations, and our leverage ratio for
functions of our Revolving Credit score Settlement. A leverage ratio exceeding the
most permitted underneath our Revolving Credit score Settlement could be a default underneath
our Revolving Credit score Settlement.  At February 26, 2023, write-downs of goodwill,
different indefinite-lived intangible belongings, or every other belongings in extra of
roughly $861.4 million would have been required to trigger our leverage
ratio to exceed the permitted most. As our leverage ratio is decided on a
quarterly foundation, and as a result of seasonal nature of our enterprise, a lesser quantity
of impairment in future quarters might trigger our leverage ratio to exceed the
permitted most.

FINANCIAL CONDITION

Our present belongings totaled $890.9 million as of February 26, 2023, in comparison with
$1.18 billion as of Could 29, 2022. The lower was primarily attributable to a lower
in pay as you go earnings taxes in addition to money and money equivalents.

Our present liabilities totaled $1.95 billion as of February 26, 2023, in contrast
to $1.85 billion as of Could 29, 2022. The rise was primarily pushed by an
improve in accounts payable in addition to a rise in unearned revenues
related to present card gross sales in extra of present card redemptions.

CRITICAL ACCOUNTING ESTIMATES


We put together our consolidated monetary statements in conformity with U.S.
usually accepted accounting rules. The preparation of those monetary
statements requires us to make estimates and assumptions that have an effect on the
reported quantities of belongings and liabilities and disclosure of contingent belongings
and liabilities on the date of the monetary statements and the reported quantities
of gross sales, prices and bills in the course of the reporting interval. Precise outcomes might
differ from these estimates. We've mentioned the event, choice and
disclosure of these estimates with the Audit Committee. Our vital accounting
estimates haven't modified materially from these beforehand reported in our
Annual Report on Type 10-Ok for the fiscal yr ended Could 29, 2022.
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Abstract

APPLICATION OF THE NEW ACCOUNTING STANDARDS


Data concerning software of recent accounting requirements is integrated by
reference from Be aware 1 to our unaudited consolidated monetary statements in Half
I, Merchandise 1 of this report.

FORWARD-LOOKING STATEMENTS

Statements set forth in or integrated into this report concerning the anticipated
improve within the variety of our eating places and capital expenditures in fiscal
2023, projections for gross sales and all different statements that aren't historic
info, together with with out limitation statements with respect to the monetary
situation, outcomes of operations, plans, goals, future efficiency and
enterprise of Darden Eating places, Inc. and its subsidiaries which can be preceded by,
adopted by or that embody phrases reminiscent of "could," "will," "anticipate," "intend,"
"anticipate," "proceed," "estimate," "challenge," "consider," "plan," "outlook" or
related expressions, are forward-looking statements inside the which means of the
Personal Securities Litigation Reform Act of 1995 and are included, together with
this assertion, for functions of complying with the secure harbor provisions of
that Act. Any forward-looking statements communicate solely as of the date on which such
statements are made, and we undertake no obligation to replace such statements
for any cause to replicate occasions or circumstances arising after such date. By
their nature, forward-looking statements contain dangers and uncertainties that
might trigger precise outcomes to vary materially from these set forth in or
implied by such forward-looking statements. Along with the dangers and
uncertainties of atypical enterprise obligations, and people described in
data integrated into this report, the forward-looking statements
contained on this report are topic to the dangers and uncertainties described in
Half I, Merchandise 1A "Threat Elements" in our Annual Report on Type 10-Ok for the yr
ended Could 29, 2022 and in our Varieties 10-Q (together with this report), that are
summarized as follows:

•The disruption of our enterprise and the worldwide economic system brought on by the novel
coronavirus (COVID-19) pandemic;
•A failure to handle value pressures, together with rising prices for commodities,
labor, well being care and utilities utilized by our eating places, and a failure to
successfully ship value administration actions and obtain economies of scale in
buying;
•Financial and enterprise components and their impacts on the restaurant trade and
normal macroeconomic components together with unemployment, vitality costs and curiosity
charges;

•Failure to rent, prepare, reward and retain restaurant crew members and decide and retain ample staffing;

• Failure to recruit, develop and retain efficient leaders or loss or scarcity of personnel with key expertise and competencies;

•Will increase in the price of labor and insurance coverage;

• Well being considerations arising from food-related pandemics, outbreaks of influenza, viruses or different illnesses;


•Failures to take care of meals security all through the provision chain and food-borne
sickness considerations;
•Inadequate visitor or worker dealing with expertise or a failure to take care of a
steady or safe cyber community
•Elevated prices associated to compliance with privateness and knowledge safety legal guidelines and
authorities enforcement, litigation or hostile publicity referring to potential
failures thereof;
•Inadequate or ineffective response to laws or authorities regulation
could impression our value construction, operational efficiencies and expertise availability;

• Intense competitors or inadequate consideration to the competitors and shopper panorama;

•Adjustments in shopper preferences that may negatively have an effect on the demand for meals in our eating places;

•Incapacity or incapability to acknowledge, reply to and successfully handle the accelerated impression of social media;

• Failure to establish and execute revolutionary advertising and visitor relations techniques and ineffective or improper use of different advertising initiatives and elevated promoting and advertising prices;

•Impacts of local weather change, hostile climate circumstances and pure disasters;


•The shortcoming to cancel long-term, non-cancelable leases that we could need to
cancel or the shortcoming to resume the leases that we could need to lengthen on the
finish of their phrases;

•Our incapability or incapability to execute a complete enterprise continuity plan following a significant pure catastrophe reminiscent of a hurricane or man-made catastrophe, together with terrorism;

• The impression of shortages, delays, or disruptions within the supply of meals and different merchandise from third-party distributors and suppliers;

•Our incapability to drive each short- and long-term worthwhile gross sales development by way of model relevance, operational excellence, new restaurant openings of current manufacturers, and the event or acquisition of recent foodservice manufacturers ;

• Lack of appropriate new restaurant places or decline within the high quality of our present restaurant places;

•Bigger than anticipated prices or delays in opening, closing, relocating or renovating eating places;

• Dangers related to doing enterprise with franchisees and licensees;

• Dangers related to doing enterprise with enterprise companions and suppliers in international markets;

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Abstract

• Volatility out there worth of derivatives that we could use to hedge commodity and broader market costs;

• Volatility in US inventory markets that might have an effect on our potential to effectively hedge our market threat exposures associated to stock-based compensation awards;

• Failure to guard our service marks or different mental property;

• Litigation, together with allegations of unlawful, unfair or inconsistent labor practices;

• Adversarial publicity or failure to successfully reply to hostile publicity;

• Perturbations in monetary markets that may have an effect on shopper spending patterns, have an effect on the provision and value of credit score;

• Impairment of the carrying quantity of our goodwill or different intangible belongings;

• Adjustments to tax legal guidelines or treaties and surprising tax liabilities; AND

•A failure of our inner monetary reporting controls and future adjustments in accounting guidelines.


Any of the dangers described above or elsewhere on this report or our different
filings with the SEC might have a fabric impression on our enterprise, monetary
situation or outcomes of operations. It isn't potential to foretell or establish
all threat components. Further dangers and uncertainties not presently identified to us
or that we at the moment consider to be immaterial might also impair our enterprise
operations. Due to this fact, the above isn't supposed to be a whole dialogue of
all potential dangers or uncertainties.

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