☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
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)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, without par value
|
DRI
|
New York Stock Exchange
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
Page
|
Part I -
|
Financial Information
|
|
|
|
Item 1.
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Item 2.
|
||
|
Item 3.
|
||
|
Item 4.
|
||
|
|
|
|
Part II -
|
Other Information
|
|
|
|
Item 1.
|
||
|
Item 1A.
|
||
|
Item 2.
|
||
|
Item 5.
|
||
|
Item 6.
|
||
|
|
||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
February 23,
2020 |
|
February 24,
2019 |
|
February 23,
2020 |
|
February 24,
2019 |
||||||||
Sales
|
$
|
2,346.5
|
|
|
$
|
2,246.5
|
|
|
$
|
6,536.8
|
|
|
$
|
6,281.3
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Food and beverage
|
658.0
|
|
|
638.0
|
|
|
1,844.3
|
|
|
1,784.6
|
|
||||
Restaurant labor
|
753.8
|
|
|
711.4
|
|
|
2,149.9
|
|
|
2,053.1
|
|
||||
Restaurant expenses
|
396.7
|
|
|
379.5
|
|
|
1,144.7
|
|
|
1,098.4
|
|
||||
Marketing expenses
|
71.6
|
|
|
62.4
|
|
|
206.6
|
|
|
186.9
|
|
||||
General and administrative expenses
|
100.3
|
|
|
102.8
|
|
|
289.6
|
|
|
302.4
|
|
||||
Depreciation and amortization
|
87.7
|
|
|
85.3
|
|
|
261.5
|
|
|
248.8
|
|
||||
Impairments and disposal of assets, net
|
0.1
|
|
|
1.6
|
|
|
0.2
|
|
|
4.4
|
|
||||
Total operating costs and expenses
|
$
|
2,068.2
|
|
|
$
|
1,981.0
|
|
|
$
|
5,896.8
|
|
|
$
|
5,678.6
|
|
Operating income
|
278.3
|
|
|
265.5
|
|
|
640.0
|
|
|
602.7
|
|
||||
Interest, net
|
13.2
|
|
|
12.4
|
|
|
37.4
|
|
|
38.3
|
|
||||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
153.3
|
|
|
—
|
|
||||
Earnings (loss) before income taxes
|
265.1
|
|
|
253.1
|
|
|
449.3
|
|
|
564.4
|
|
||||
Income tax expense
|
31.8
|
|
|
28.0
|
|
|
18.8
|
|
|
54.5
|
|
||||
Earnings from continuing operations
|
$
|
233.3
|
|
|
$
|
225.1
|
|
|
$
|
430.5
|
|
|
$
|
509.9
|
|
Losses from discontinued operations, net of tax benefit of $0.7, $0.8, $1.6 and $1.3, respectively
|
(1.0
|
)
|
|
(1.5
|
)
|
|
(2.9
|
)
|
|
(4.5
|
)
|
||||
Net earnings
|
$
|
232.3
|
|
|
$
|
223.6
|
|
|
$
|
427.6
|
|
|
$
|
505.4
|
|
Basic net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
1.92
|
|
|
$
|
1.83
|
|
|
$
|
3.53
|
|
|
$
|
4.12
|
|
Losses from discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
(0.03
|
)
|
|
(0.03
|
)
|
||||
Net earnings
|
$
|
1.92
|
|
|
$
|
1.81
|
|
|
$
|
3.50
|
|
|
$
|
4.09
|
|
Diluted net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
1.90
|
|
|
$
|
1.80
|
|
|
$
|
3.48
|
|
|
$
|
4.06
|
|
Losses from discontinued operations
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|
(0.04
|
)
|
||||
Net earnings
|
$
|
1.89
|
|
|
$
|
1.79
|
|
|
$
|
3.46
|
|
|
$
|
4.02
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
121.3
|
|
|
123.3
|
|
|
122.1
|
|
|
123.7
|
|
||||
Diluted
|
122.8
|
|
|
125.0
|
|
|
123.7
|
|
|
125.6
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
February 23,
2020 |
|
February 24,
2019 |
|
February 23,
2020 |
|
February 24,
2019 |
||||||||
Net earnings
|
$
|
232.3
|
|
|
$
|
223.6
|
|
|
$
|
427.6
|
|
|
$
|
505.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency adjustment
|
—
|
|
|
(0.3
|
)
|
|
5.5
|
|
|
0.3
|
|
||||
Change in fair value of derivatives and amortization of unrecognized gains and losses on derivatives, net of taxes of $0.0, $(0.1), $(0.1) and $(0.1), respectively
|
0.7
|
|
|
(1.9
|
)
|
|
(4.9
|
)
|
|
4.4
|
|
||||
Net unamortized gain (loss) arising during the period, including amortization of unrecognized net actuarial (loss) gain, net of taxes of $(0.1), $0.0, $32.3 and $0.0, respectively, related to pension and other post-employment benefits
|
(0.6
|
)
|
|
(0.1
|
)
|
|
97.2
|
|
|
(0.5
|
)
|
||||
Other comprehensive income (loss)
|
$
|
0.1
|
|
|
$
|
(2.3
|
)
|
|
$
|
97.8
|
|
|
$
|
4.2
|
|
Total comprehensive income
|
$
|
232.4
|
|
|
$
|
221.3
|
|
|
$
|
525.4
|
|
|
$
|
509.6
|
|
|
February 23,
2020 |
|
May 26,
2019 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
321.7
|
|
|
$
|
457.3
|
|
Receivables, net
|
51.2
|
|
|
88.3
|
|
||
Inventories
|
229.6
|
|
|
207.3
|
|
||
Prepaid income taxes
|
19.6
|
|
|
41.6
|
|
||
Prepaid expenses and other current assets
|
63.9
|
|
|
98.1
|
|
||
Total current assets
|
$
|
686.0
|
|
|
$
|
892.6
|
|
Land, buildings and equipment, net of accumulated depreciation and amortization of $2,615.5 and $2,482.6, respectively
|
2,794.9
|
|
|
2,552.6
|
|
||
Operating lease right-of-use assets
|
4,030.4
|
|
|
—
|
|
||
Goodwill
|
1,205.5
|
|
|
1,183.7
|
|
||
Trademarks
|
950.8
|
|
|
950.8
|
|
||
Other assets
|
305.7
|
|
|
313.1
|
|
||
Total assets
|
$
|
9,973.3
|
|
|
$
|
5,892.8
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
360.1
|
|
|
$
|
332.6
|
|
Accrued payroll
|
155.2
|
|
|
175.3
|
|
||
Accrued income taxes
|
5.4
|
|
|
11.6
|
|
||
Other accrued taxes
|
52.2
|
|
|
54.2
|
|
||
Unearned revenues
|
475.7
|
|
|
428.5
|
|
||
Other current liabilities
|
634.5
|
|
|
471.9
|
|
||
Total current liabilities
|
$
|
1,683.1
|
|
|
$
|
1,474.1
|
|
Long-term debt
|
928.5
|
|
|
927.7
|
|
||
Deferred income taxes
|
188.5
|
|
|
156.9
|
|
||
Operating lease liabilities - non-current
|
4,317.4
|
|
|
—
|
|
||
Deferred rent
|
—
|
|
|
354.4
|
|
||
Other liabilities
|
514.6
|
|
|
587.1
|
|
||
Total liabilities
|
$
|
7,632.1
|
|
|
$
|
3,500.2
|
|
Stockholders’ equity:
|
|
|
|
||||
Common stock and surplus
|
$
|
1,693.0
|
|
|
$
|
1,685.0
|
|
Retained earnings
|
648.6
|
|
|
806.6
|
|
||
Accumulated other comprehensive income (loss)
|
(0.4
|
)
|
|
(98.2
|
)
|
||
Unearned compensation
|
—
|
|
|
(0.8
|
)
|
||
Total stockholders’ equity
|
$
|
2,341.2
|
|
|
$
|
2,392.6
|
|
Total liabilities and stockholders’ equity
|
$
|
9,973.3
|
|
|
$
|
5,892.8
|
|
|
Common
Stock And Surplus |
|
Retained
Earnings |
|
Treasury
Stock |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Unearned
Compensation |
|
Total
Stockholders’ Equity |
||||||||||||
Balance at November 24, 2019
|
$
|
1,690.0
|
|
|
$
|
584.5
|
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
2,273.7
|
|
Net earnings
|
—
|
|
|
232.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232.3
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||
Dividends declared ($0.88 per share)
|
—
|
|
|
(107.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107.4
|
)
|
||||||
Stock option exercises (0.1 shares)
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||
Stock-based compensation
|
8.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
||||||
Repurchases of common stock (0.6 shares)
|
(8.6
|
)
|
|
(60.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69.4
|
)
|
||||||
Issuance of stock under Employee Stock Purchase Plan and other plans (0.0 shares)
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Balance at February 23, 2020
|
$
|
1,693.0
|
|
|
$
|
648.6
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
2,341.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at May 26, 2019
|
$
|
1,685.0
|
|
|
$
|
806.6
|
|
|
$
|
—
|
|
|
$
|
(98.2
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
2,392.6
|
|
Net earnings
|
—
|
|
|
427.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427.6
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
97.8
|
|
|
—
|
|
|
97.8
|
|
||||||
Dividends declared ($2.64 per share)
|
—
|
|
|
(324.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(324.9
|
)
|
||||||
Stock option exercises (0.3 shares)
|
11.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
||||||
Stock-based compensation
|
24.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.3
|
|
||||||
Repurchases of common stock (2.6 shares)
|
(35.8
|
)
|
|
(264.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300.3
|
)
|
||||||
Issuance of stock under Employee Stock Purchase Plan and other plans (0.1 shares)
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||||
Other
|
1.8
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
6.4
|
|
||||||
Balance at February 23, 2020
|
$
|
1,693.0
|
|
|
$
|
648.6
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
2,341.2
|
|
Balance at November 25, 2018
|
$
|
1,675.5
|
|
|
$
|
662.5
|
|
|
$
|
(7.8
|
)
|
|
$
|
(78.7
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
2,250.3
|
|
Net earnings
|
—
|
|
|
223.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223.6
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||||
Dividends declared ($0.75 per share)
|
—
|
|
|
(93.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93.6
|
)
|
||||||
Stock option exercises (0.0 shares)
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||||
Stock-based compensation
|
7.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
||||||
Repurchases of common stock (0.7 shares)
|
(9.6
|
)
|
|
(64.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(73.7
|
)
|
||||||
Issuance of stock under Employee Stock Purchase Plan and other plans (0.0 shares)
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
2.3
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Balance at February 24, 2019
|
$
|
1,676.8
|
|
|
$
|
728.4
|
|
|
$
|
(7.8
|
)
|
|
$
|
(81.0
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
2,315.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at May 27, 2018
|
$
|
1,631.9
|
|
|
$
|
657.6
|
|
|
$
|
(7.8
|
)
|
|
$
|
(85.2
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
2,194.8
|
|
Net earnings
|
—
|
|
|
505.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
505.4
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
4.2
|
|
||||||
Dividends declared ($2.25 per share)
|
—
|
|
|
(280.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(280.2
|
)
|
||||||
Stock option exercises (0.9 shares)
|
40.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40.2
|
|
||||||
Stock-based compensation
|
20.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
||||||
Repurchases of common stock (1.6 shares)
|
(21.2
|
)
|
|
(144.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(166.0
|
)
|
||||||
Issuance of stock under Employee Stock Purchase Plan and other plans (0.1 shares)
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
6.0
|
|
||||||
Other
|
0.7
|
|
|
(9.6
|
)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(8.7
|
)
|
||||||
Balance at February 24, 2019
|
$
|
1,676.8
|
|
|
$
|
728.4
|
|
|
$
|
(7.8
|
)
|
|
$
|
(81.0
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
2,315.7
|
|
|
Nine Months Ended
|
||||||
|
February 23,
2020 |
|
February 24,
2019 |
||||
Cash flows—operating activities
|
|
|
|
||||
Net earnings
|
$
|
427.6
|
|
|
$
|
505.4
|
|
Losses from discontinued operations, net of tax
|
2.9
|
|
|
4.5
|
|
||
Adjustments to reconcile net earnings from continuing operations to cash flows:
|
|
|
|
||||
Depreciation and amortization
|
261.5
|
|
|
248.8
|
|
||
Impairments and disposal of assets, net
|
0.2
|
|
|
4.4
|
|
||
Stock-based compensation expense
|
42.6
|
|
|
45.3
|
|
||
Change in current assets and liabilities
|
50.2
|
|
|
59.3
|
|
||
Contributions to pension and postretirement plans
|
(14.0
|
)
|
|
(1.3
|
)
|
||
Deferred income taxes
|
(1.9
|
)
|
|
15.9
|
|
||
Change in deferred rent
|
—
|
|
|
26.5
|
|
||
Change in other assets and liabilities
|
14.7
|
|
|
5.7
|
|
||
Pension settlement charge
|
147.1
|
|
|
—
|
|
||
Other, net
|
(8.5
|
)
|
|
5.5
|
|
||
Net cash provided by operating activities of continuing operations
|
$
|
922.4
|
|
|
$
|
920.0
|
|
Cash flows—investing activities
|
|
|
|
||||
Purchases of land, buildings and equipment
|
(374.5
|
)
|
|
(346.9
|
)
|
||
Proceeds from disposal of land, buildings and equipment
|
4.3
|
|
|
12.7
|
|
||
Cash used in business acquisitions, net of cash acquired
|
(50.1
|
)
|
|
—
|
|
||
Purchases of capitalized software and other assets
|
(16.9
|
)
|
|
(17.4
|
)
|
||
Other, net
|
(10.2
|
)
|
|
1.9
|
|
||
Net cash used in investing activities of continuing operations
|
$
|
(447.4
|
)
|
|
$
|
(349.7
|
)
|
Cash flows—financing activities
|
|
|
|
||||
Proceeds from issuance of common stock
|
17.7
|
|
|
45.4
|
|
||
Dividends paid
|
(322.3
|
)
|
|
(278.4
|
)
|
||
Repurchases of common stock
|
(300.3
|
)
|
|
(166.0
|
)
|
||
Proceeds from issuance of short-term debt
|
—
|
|
|
137.5
|
|
||
Repayments of short-term debt
|
—
|
|
|
(137.5
|
)
|
||
Principal payments on capital and financing leases
|
(3.8
|
)
|
|
(4.9
|
)
|
||
Other, net
|
0.6
|
|
|
0.1
|
|
||
Net cash used in financing activities of continuing operations
|
$
|
(608.1
|
)
|
|
$
|
(403.8
|
)
|
Cash flows—discontinued operations
|
|
|
|
||||
Net cash used in operating activities of discontinued operations
|
(2.5
|
)
|
|
(10.5
|
)
|
||
Net cash used in discontinued operations
|
$
|
(2.5
|
)
|
|
$
|
(10.5
|
)
|
|
|
|
|
||||
Increase (decrease) in cash and cash equivalents
|
(135.6
|
)
|
|
156.0
|
|
||
Cash and cash equivalents - beginning of period
|
457.3
|
|
|
146.9
|
|
||
Cash and cash equivalents - end of period
|
$
|
321.7
|
|
|
$
|
302.9
|
|
|
|
|
|
|
Nine Months Ended
|
||||||
|
February 23,
2020 |
|
February 24,
2019 |
||||
Cash flows from changes in current assets and liabilities
|
|
|
|
||||
Receivables, net
|
12.8
|
|
|
16.5
|
|
||
Inventories
|
(22.1
|
)
|
|
(4.2
|
)
|
||
Prepaid expenses and other current assets
|
(2.1
|
)
|
|
(5.8
|
)
|
||
Accounts payable
|
20.7
|
|
|
26.3
|
|
||
Accrued payroll
|
(20.1
|
)
|
|
(14.2
|
)
|
||
Prepaid/accrued income taxes
|
15.7
|
|
|
17.9
|
|
||
Other accrued taxes
|
(2.1
|
)
|
|
(6.1
|
)
|
||
Unearned revenues
|
47.1
|
|
|
54.6
|
|
||
Other current liabilities
|
0.3
|
|
|
(25.7
|
)
|
||
Change in current assets and liabilities
|
$
|
50.2
|
|
|
$
|
59.3
|
|
(in millions)
|
|
February 23, 2020
|
|
May 26, 2019
|
||||
Unearned revenues
|
|
|
|
|
||||
Deferred gift card revenue
|
|
$
|
505.4
|
|
|
$
|
453.6
|
|
Deferred gift card discounts
|
|
(31.1
|
)
|
|
(26.4
|
)
|
||
Other
|
|
1.4
|
|
|
1.3
|
|
||
Total
|
|
$
|
475.7
|
|
|
$
|
428.5
|
|
|
|
|
|
|
||||
Other liabilities
|
|
|
|
|
||||
Deferred franchise fees - non-current
|
|
$
|
2.3
|
|
|
$
|
3.9
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(in millions)
|
|
February 23, 2020
|
|
February 24, 2019
|
|
February 23, 2020
|
|
February 24, 2019
|
||||||||
Beginning balance
|
|
$
|
412.4
|
|
|
$
|
411.6
|
|
|
$
|
453.6
|
|
|
$
|
443.1
|
|
Activations
|
|
362.7
|
|
|
363.5
|
|
|
606.5
|
|
|
615.1
|
|
||||
Redemptions and breakage
|
|
(269.7
|
)
|
|
(273.3
|
)
|
|
(554.7
|
)
|
|
(556.4
|
)
|
||||
Ending balance
|
|
$
|
505.4
|
|
|
$
|
501.8
|
|
|
$
|
505.4
|
|
|
$
|
501.8
|
|
Cash paid for interest and income taxes are as follows:
|
|
Nine Months Ended
|
||||||
(in millions)
|
|
February 23, 2020
|
|
February 24, 2019
|
||||
Interest, net of amounts capitalized
|
|
$
|
40.2
|
|
|
$
|
37.1
|
|
Income taxes, net of refunds
|
|
1.1
|
|
|
15.0
|
|
Non-cash investing activities are as follows:
|
|
Nine Months Ended
|
||||||
(in millions)
|
|
February 23, 2020
|
|
February 24, 2019
|
||||
Increase in land, buildings and equipment through accrued purchases
|
|
$
|
44.7
|
|
|
$
|
37.5
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
(in millions)
|
|
February 23,
2020 |
|
February 24,
2019 |
|
February 23,
2020 |
|
February 24,
2019 |
||||
Anti-dilutive stock-based compensation awards
|
|
0.7
|
|
|
0.4
|
|
|
0.6
|
|
|
0.3
|
|
(in millions)
|
|
Olive Garden
|
|
LongHorn Steakhouse
|
|
Fine Dining
|
|
Other Business
|
|
Corporate
|
|
Consolidated
|
||||||||||||
For the three months ended February 23, 2020
|
|
|||||||||||||||||||||||
Sales
|
|
$
|
1,169.3
|
|
|
$
|
510.7
|
|
|
$
|
188.4
|
|
|
$
|
478.1
|
|
|
$
|
—
|
|
|
$
|
2,346.5
|
|
Restaurant and marketing expenses
|
|
922.6
|
|
|
406.1
|
|
|
141.7
|
|
|
408.6
|
|
|
1.1
|
|
|
1,880.1
|
|
||||||
Segment profit
|
|
$
|
246.7
|
|
|
$
|
104.6
|
|
|
$
|
46.7
|
|
|
$
|
69.5
|
|
|
$
|
(1.1
|
)
|
|
$
|
466.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
$
|
35.3
|
|
|
$
|
17.1
|
|
|
$
|
8.0
|
|
|
$
|
24.7
|
|
|
$
|
2.6
|
|
|
$
|
87.7
|
|
Impairments and disposal of assets, net
|
|
0.6
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
0.1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(in millions)
|
|
Olive Garden
|
|
LongHorn Steakhouse
|
|
Fine Dining
|
|
Other Business
|
|
Corporate
|
|
Consolidated
|
||||||||||||
For the nine months ended February 23, 2020
|
|
|||||||||||||||||||||||
Sales
|
|
$
|
3,283.0
|
|
|
$
|
1,408.2
|
|
|
$
|
479.4
|
|
|
$
|
1,366.2
|
|
|
$
|
—
|
|
|
$
|
6,536.8
|
|
Restaurant and marketing expenses
|
|
2,617.1
|
|
|
1,157.2
|
|
|
381.9
|
|
|
1,184.6
|
|
|
4.7
|
|
|
5,345.5
|
|
||||||
Segment profit
|
|
$
|
665.9
|
|
|
$
|
251.0
|
|
|
$
|
97.5
|
|
|
$
|
181.6
|
|
|
$
|
(4.7
|
)
|
|
$
|
1,191.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
$
|
107.4
|
|
|
$
|
50.9
|
|
|
$
|
23.9
|
|
|
$
|
73.2
|
|
|
$
|
6.1
|
|
|
$
|
261.5
|
|
Impairments and disposal of assets, net
|
|
2.4
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|
0.2
|
|
||||||
Purchases of land, buildings and equipment
|
|
164.1
|
|
|
61.8
|
|
|
50.5
|
|
|
93.4
|
|
|
4.7
|
|
|
374.5
|
|
(in millions)
|
|
Olive Garden
|
|
LongHorn Steakhouse
|
|
Fine Dining
|
|
Other Business
|
|
Corporate
|
|
Consolidated
|
||||||||||||
For the three months ended February 24, 2019
|
|
|||||||||||||||||||||||
Sales
|
|
$
|
1,130.2
|
|
|
$
|
483.2
|
|
|
$
|
174.5
|
|
|
$
|
458.6
|
|
|
$
|
—
|
|
|
$
|
2,246.5
|
|
Restaurant and marketing expenses
|
|
884.6
|
|
|
385.9
|
|
|
131.1
|
|
|
389.4
|
|
|
0.3
|
|
|
1,791.3
|
|
||||||
Segment profit
|
|
$
|
245.6
|
|
|
$
|
97.3
|
|
|
$
|
43.4
|
|
|
$
|
69.2
|
|
|
$
|
(0.3
|
)
|
|
$
|
455.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
$
|
35.5
|
|
|
$
|
17.2
|
|
|
$
|
7.5
|
|
|
$
|
23.8
|
|
|
$
|
1.3
|
|
|
$
|
85.3
|
|
Impairments and disposal of assets, net
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
1.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(in millions)
|
|
Olive Garden
|
|
LongHorn Steakhouse
|
|
Fine Dining
|
|
Other Business
|
|
Corporate
|
|
Consolidated
|
||||||||||||
For the nine months ended February 24, 2019
|
|
|||||||||||||||||||||||
Sales
|
|
$
|
3,180.3
|
|
|
$
|
1,326.2
|
|
|
$
|
451.2
|
|
|
$
|
1,323.6
|
|
|
$
|
—
|
|
|
$
|
6,281.3
|
|
Restaurant and marketing expenses
|
|
2,534.2
|
|
|
1,090.2
|
|
|
358.7
|
|
|
1,135.5
|
|
|
4.4
|
|
|
5,123.0
|
|
||||||
Segment profit
|
|
$
|
646.1
|
|
|
$
|
236.0
|
|
|
$
|
92.5
|
|
|
$
|
188.1
|
|
|
$
|
(4.4
|
)
|
|
$
|
1,158.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
$
|
103.8
|
|
|
$
|
50.6
|
|
|
$
|
21.8
|
|
|
$
|
68.3
|
|
|
$
|
4.3
|
|
|
$
|
248.8
|
|
Impairments and disposal of assets, net
|
|
4.6
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
4.4
|
|
||||||
Purchases of land, buildings and equipment
|
|
146.1
|
|
|
50.5
|
|
|
31.2
|
|
|
116.3
|
|
|
2.8
|
|
|
346.9
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(in millions)
|
|
February 23, 2020
|
|
February 24, 2019
|
|
February 23, 2020
|
|
February 24, 2019
|
||||||||
Segment profit
|
|
$
|
466.4
|
|
|
$
|
455.2
|
|
|
$
|
1,191.3
|
|
|
$
|
1,158.3
|
|
Less general and administrative expenses
|
|
(100.3
|
)
|
|
(102.8
|
)
|
|
(289.6
|
)
|
|
(302.4
|
)
|
||||
Less depreciation and amortization
|
|
(87.7
|
)
|
|
(85.3
|
)
|
|
(261.5
|
)
|
|
(248.8
|
)
|
||||
Less impairments and disposal of assets, net
|
|
(0.1
|
)
|
|
(1.6
|
)
|
|
(0.2
|
)
|
|
(4.4
|
)
|
||||
Less interest, net
|
|
(13.2
|
)
|
|
(12.4
|
)
|
|
(37.4
|
)
|
|
(38.3
|
)
|
||||
Less other (income) expense, net
|
|
—
|
|
|
—
|
|
|
(153.3
|
)
|
|
—
|
|
||||
Earnings (loss) before income taxes
|
|
$
|
265.1
|
|
|
$
|
253.1
|
|
|
$
|
449.3
|
|
|
$
|
564.4
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(in millions)
|
|
February 23, 2020
|
|
February 24, 2019
|
|
February 23, 2020
|
|
February 24, 2019
|
||||||||
Restaurant impairments
|
|
$
|
1.1
|
|
|
$
|
2.1
|
|
|
$
|
4.2
|
|
|
$
|
4.8
|
|
Disposal (gains) losses
|
|
—
|
|
|
(0.7
|
)
|
|
(2.4
|
)
|
|
(0.6
|
)
|
||||
Other
|
|
(1.0
|
)
|
|
0.2
|
|
|
(1.6
|
)
|
|
0.2
|
|
||||
Impairments and disposal of assets, net
|
|
$
|
0.1
|
|
|
$
|
1.6
|
|
|
$
|
0.2
|
|
|
$
|
4.4
|
|
(in millions)
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains (Losses) on Derivatives
|
|
Benefit Plan Funding Position
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||
Balance at November 24, 2019
|
|
$
|
4.5
|
|
|
$
|
3.4
|
|
|
$
|
(8.4
|
)
|
|
$
|
(0.5
|
)
|
Gain (loss)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Reclassification realized in net earnings
|
|
—
|
|
|
0.5
|
|
|
(0.6
|
)
|
|
(0.1
|
)
|
||||
Balance at February 23, 2020
|
|
$
|
4.5
|
|
|
$
|
4.1
|
|
|
$
|
(9.0
|
)
|
|
$
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at May 26, 2019
|
|
$
|
(1.0
|
)
|
|
$
|
9.0
|
|
|
$
|
(106.2
|
)
|
|
$
|
(98.2
|
)
|
Gain (loss)
|
|
5.5
|
|
|
(4.9
|
)
|
|
(12.7
|
)
|
|
(12.1
|
)
|
||||
Reclassification realized in net earnings
|
|
—
|
|
|
—
|
|
|
109.9
|
|
|
109.9
|
|
||||
Balance at February 23, 2020
|
|
$
|
4.5
|
|
|
$
|
4.1
|
|
|
$
|
(9.0
|
)
|
|
$
|
(0.4
|
)
|
(in millions)
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains (Losses) on Derivatives
|
|
Benefit Plan Funding Position
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||
Balance at November 25, 2018
|
|
$
|
(1.0
|
)
|
|
$
|
9.7
|
|
|
$
|
(87.4
|
)
|
|
$
|
(78.7
|
)
|
Gain (loss)
|
|
(0.3
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(1.8
|
)
|
||||
Reclassification realized in net earnings
|
|
—
|
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
||||
Balance at February 24, 2019
|
|
$
|
(1.3
|
)
|
|
$
|
7.8
|
|
|
$
|
(87.5
|
)
|
|
$
|
(81.0
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Balances at May 27, 2018
|
|
$
|
(1.6
|
)
|
|
$
|
3.4
|
|
|
$
|
(87.0
|
)
|
|
$
|
(85.2
|
)
|
Gain (loss)
|
|
0.3
|
|
|
9.9
|
|
|
—
|
|
|
10.2
|
|
||||
Reclassification realized in net earnings
|
|
—
|
|
|
(5.5
|
)
|
|
(0.5
|
)
|
|
(6.0
|
)
|
||||
Balance at February 24, 2019
|
|
$
|
(1.3
|
)
|
|
$
|
7.8
|
|
|
$
|
(87.5
|
)
|
|
$
|
(81.0
|
)
|
|
|
|
Amount Reclassified from AOCI into Net Earnings
|
||||||||||||||
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(in millions)
AOCI Components
|
Location of Gain (Loss) Recognized in Earnings
|
|
February 23,
2020 |
|
February 24,
2019 |
|
February 23,
2020 |
|
February 24,
2019 |
||||||||
Derivatives
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
(1)
|
|
$
|
(0.5
|
)
|
|
$
|
0.5
|
|
|
$
|
(1.1
|
)
|
|
$
|
0.9
|
|
Equity contracts
|
(2)
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
4.9
|
|
||||
Interest rate contracts
|
(3)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Total before tax
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
5.7
|
|
Tax (expense) benefit
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
||||
Net of tax
|
|
|
$
|
(0.5
|
)
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Benefit plan funding position
|
|
|
|
|
|
|
|
|
|
||||||||
Recognized net actuarial loss - pension/postretirement plans
|
(4)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(148.9
|
)
|
|
$
|
(1.9
|
)
|
Recognized net actuarial gain - other plans
|
(5)
|
|
0.8
|
|
|
0.7
|
|
|
2.4
|
|
|
2.4
|
|
||||
Total before tax
|
|
|
$
|
0.7
|
|
|
$
|
0.1
|
|
|
$
|
(146.5
|
)
|
|
$
|
0.5
|
|
Tax (expense) benefit
|
|
|
(0.1
|
)
|
|
—
|
|
|
36.6
|
|
|
—
|
|
||||
Net of tax
|
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
$
|
(109.9
|
)
|
|
$
|
0.5
|
|
(1)
|
Primarily included in food and beverage costs and restaurant expenses. See Note 11 for additional details.
|
(2)
|
For fiscal 2020, included in general and administrative expenses. For fiscal 2019, included in restaurant labor costs and general and administrative expenses. See Note 11 for additional details.
|
(3)
|
Included in interest, net on our consolidated statements of earnings.
|
(4)
|
Included in the computation of net periodic benefit costs - pension and postretirement plans, which is a component of restaurant labor expenses and general and administrative expenses and other (income) expense, net. See Note 9 for additional details.
|
(5)
|
Included in the computation of net periodic benefit costs - other plans, which is a component of general and administrative expenses.
|
|
|
Defined Benefit Plans
|
||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(in millions)
|
|
February 23,
2020 |
|
February 24,
2019 |
|
February 23,
2020 |
|
February 24,
2019 |
||||||||
Interest cost
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
3.2
|
|
|
$
|
7.0
|
|
Expected return on plan assets
|
|
—
|
|
|
(2.8
|
)
|
|
(4.0
|
)
|
|
(8.4
|
)
|
||||
Pension settlement expense
|
|
—
|
|
|
—
|
|
|
147.1
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
|
0.1
|
|
|
0.6
|
|
|
1.8
|
|
|
1.9
|
|
||||
Net periodic benefit cost
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
148.1
|
|
|
$
|
0.5
|
|
|
|
Postretirement Benefit Plan
|
||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(in millions)
|
|
February 23,
2020 |
|
February 24,
2019 |
|
February 23,
2020 |
|
February 24,
2019 |
||||||||
Interest cost
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
Amortization of unrecognized prior service credit
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|
(3.5
|
)
|
|
(3.6
|
)
|
||||
Recognized net actuarial loss
|
|
0.4
|
|
|
0.4
|
|
|
1.1
|
|
|
1.2
|
|
||||
Net periodic benefit credit
|
|
$
|
(0.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(1.8
|
)
|
|
Stock Options Granted
|
||||||
|
Nine Months Ended
|
||||||
|
February 23, 2020
|
|
February 24, 2019
|
||||
Weighted-average fair value
|
$
|
19.94
|
|
|
$
|
18.78
|
|
Dividend yield
|
3.0
|
%
|
|
3.2
|
%
|
||
Expected volatility of stock
|
22.5
|
%
|
|
22.6
|
%
|
||
Risk-free interest rate
|
1.9
|
%
|
|
2.9
|
%
|
||
Expected option life (in years)
|
6.3
|
|
|
6.4
|
|
||
Weighted-average exercise price per share
|
$
|
124.24
|
|
|
$
|
107.05
|
|
|
Granted in Fiscal Year Ended
|
||||||
|
Nine Months Ended
|
||||||
|
February 23, 2020
|
|
February 24, 2019
|
||||
Dividend yield (1)
|
0.0
|
%
|
|
0.0
|
%
|
||
Expected volatility of stock
|
23.1
|
%
|
|
23.4
|
%
|
||
Risk-free interest rate
|
1.8
|
%
|
|
2.7
|
%
|
||
Expected option life (in years)
|
2.9
|
|
|
2.9
|
|
||
Weighted-average grant date fair value per unit
|
$
|
124.41
|
|
|
$
|
115.07
|
|
(1)
|
Assumes a reinvestment of dividends.
|
(in millions)
|
|
Stock
Options
|
|
Restricted
Stock/
Restricted
Stock
Units
|
|
Equity-Settled
Performance Stock Units |
|
Cash-Settled Darden
Stock
Units
|
||||
Outstanding beginning of period
|
|
2.60
|
|
|
0.28
|
|
|
0.60
|
|
|
1.20
|
|
Awards granted
|
|
0.31
|
|
|
0.07
|
|
|
0.18
|
|
|
0.19
|
|
Awards exercised/vested
|
|
(0.26
|
)
|
|
(0.06
|
)
|
|
(0.22
|
)
|
|
(0.28
|
)
|
Awards forfeited
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.06
|
)
|
Outstanding end of period
|
|
2.64
|
|
|
0.28
|
|
|
0.55
|
|
|
1.05
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(in millions)
|
|
February 23,
2020 |
|
February 24,
2019 |
|
February 23,
2020 |
|
February 24,
2019 |
||||||||
Stock options
|
|
$
|
1.7
|
|
|
$
|
1.2
|
|
|
$
|
4.5
|
|
|
$
|
3.7
|
|
Restricted stock/restricted stock units
|
|
2.2
|
|
|
1.7
|
|
|
5.7
|
|
|
4.7
|
|
||||
Equity-settled performance stock units
|
|
4.0
|
|
|
3.5
|
|
|
11.7
|
|
|
9.5
|
|
||||
Cash-settled Darden stock units
|
|
5.9
|
|
|
6.5
|
|
|
18.3
|
|
|
25.3
|
|
||||
Employee stock purchase plan
|
|
0.4
|
|
|
0.4
|
|
|
1.3
|
|
|
1.1
|
|
||||
Director compensation program/other
|
|
0.4
|
|
|
0.4
|
|
|
1.1
|
|
|
1.0
|
|
||||
Total stock-based compensation expense
|
|
$
|
14.6
|
|
|
$
|
13.7
|
|
|
$
|
42.6
|
|
|
$
|
45.3
|
|
(1)
|
Derivative assets and liabilities are included in receivables, net and other current liabilities, as applicable, on our consolidated balance sheets.
|
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Amount of Gain (Loss) Reclassified from AOCI to Earnings
|
||||||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
(in millions)
|
|
February 23,
2020 |
|
February 24,
2019 |
|
February 23,
2020 |
|
February 24,
2019 |
||||||||
Equity (1)(2)
|
|
$
|
0.8
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity (3)
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
0.5
|
|
||||
Interest rate (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Amount of Gain (Loss) Reclassified from AOCI to Earnings
|
||||||||||||
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||||||||||
(in millions)
|
|
February 23,
2020 |
|
February 24,
2019 |
|
February 23,
2020 |
|
February 24,
2019 |
||||||||
Equity (1)(2)
|
|
$
|
(3.5
|
)
|
|
$
|
9.6
|
|
|
$
|
1.0
|
|
|
$
|
4.9
|
|
Commodity (3)
|
|
(1.8
|
)
|
|
0.4
|
|
|
(1.1
|
)
|
|
0.9
|
|
||||
Interest rate (4)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Total
|
|
$
|
(5.3
|
)
|
|
$
|
10.0
|
|
|
$
|
(0.2
|
)
|
|
$
|
5.7
|
|
(1)
|
In fiscal 2020, location of the gain (loss) reclassified from AOCI to earnings is general and administrative expenses.
|
(2)
|
In fiscal 2019, location of the gain (loss) reclassified from AOCI to earnings is restaurant labor expenses and general and administrative expenses.
|
(3)
|
Location of the gain (loss) reclassified from AOCI to earnings is food and beverage costs and restaurant expenses.
|
(4)
|
Location of the gain (loss) reclassified from AOCI to earnings is interest, net.
|
|
|
Amount of Gain (Loss) Recognized in Earnings
|
||||||||||||||
(in millions)
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||
Location of Gain (Loss) Recognized in Earnings on Derivatives
|
February 23, 2020
|
|
February 24, 2019
|
|
February 23, 2020
|
|
February 24, 2019
|
|||||||||
Food and beverage costs and restaurant expenses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Restaurant labor expenses
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
8.1
|
|
||||
General and administrative expenses
|
|
2.4
|
|
|
0.7
|
|
|
1.8
|
|
|
10.9
|
|
||||
Total
|
|
$
|
2.4
|
|
|
$
|
1.5
|
|
|
$
|
2.1
|
|
|
$
|
19.0
|
|
Items Measured at Fair Value at February 23, 2020
|
|||||||||||||||||
(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)
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodities futures, swaps & options
|
(1)
|
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
|
$
|
—
|
|
Equity forwards
|
(2)
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Total
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
Items Measured at Fair Value at May 26, 2019
|
|||||||||||||||||
(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)
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||
Equity forwards
|
(2)
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
Total
|
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
(1)
|
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.
|
(2)
|
The fair value of equity forwards is based on the closing market value of Darden stock, inclusive of the risk of nonperformance.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
(in millions)
|
|
February 23, 2020
|
|
February 23, 2020
|
||||
Operating lease expense
|
|
$
|
99.6
|
|
|
$
|
296.2
|
|
Finance lease expense
|
|
|
|
|
||||
Amortization of leased assets
|
|
2.5
|
|
|
6.1
|
|
||
Interest on lease liabilities
|
|
4.2
|
|
|
11.5
|
|
||
Variable lease expense
|
|
2.3
|
|
|
5.2
|
|
||
Total lease expense
|
|
$
|
108.6
|
|
|
$
|
319.0
|
|
(in millions)
|
|
Balance Sheet Classification
|
|
February 23, 2020
|
||
Operating lease right-of-use assets
|
|
Operating lease right-of-use assets
|
|
$
|
4,030.4
|
|
Finance lease right-of-use assets
|
|
Land, buildings and equipment, net
|
|
213.4
|
|
|
Total lease assets, net
|
|
|
|
$
|
4,243.8
|
|
|
|
|
|
|
||
Operating lease liabilities - current
|
|
Other current liabilities
|
|
$
|
160.1
|
|
Finance lease liabilities - current
|
|
Other current liabilities
|
|
6.7
|
|
|
Operating lease liabilities - non-current
|
|
Operating lease liabilities - non-current
|
|
4,317.4
|
|
|
Finance lease liabilities - non-current
|
|
Other liabilities
|
|
344.1
|
|
|
Total lease liabilities
|
|
|
|
$
|
4,828.3
|
|
|
|
Nine Months Ended
|
||
(in millions)
|
|
February 23, 2020
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
277.1
|
|
Operating cash flows from finance leases
|
|
11.5
|
|
|
Financing cash flows from finance leases
|
|
3.8
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
164.5
|
|
|
Right-of-use assets obtained in exchange for new finance lease liabilities
|
|
166.2
|
|
|
|
February 23, 2020
|
|||
(in millions)
|
|
Weighted-Average Remaining Lease Term (Years)
|
|
Weighted-Average Discount Rate (1)
|
|
Operating leases
|
|
17.1
|
|
4.2
|
%
|
Finance leases
|
|
20.3
|
|
4.8
|
%
|
(1)
|
We cannot determine the interest rate implicit in our leases. Therefore, the discount rate represents our incremental borrowing rate and is determined based on the risk-free rate, adjusted for the risk premium attributed to our corporate credit rating for a secured or collateralized instrument.
|
(in millions)
|
|
|
|
|
||||
Fiscal Year
|
|
Operating Leases
|
|
Finance Leases
|
||||
Three months ended May 31, 2020
|
|
$
|
93.4
|
|
|
$
|
5.9
|
|
2021
|
|
379.8
|
|
|
25.1
|
|
||
2022
|
|
383.4
|
|
|
25.5
|
|
||
2023
|
|
387.7
|
|
|
26.0
|
|
||
2024
|
|
390.2
|
|
|
26.3
|
|
||
2025
|
|
394.9
|
|
|
26.8
|
|
||
Thereafter
|
|
4,514.3
|
|
|
433.0
|
|
||
Total future lease commitments (1)
|
|
$
|
6,543.7
|
|
|
$
|
568.6
|
|
Less imputed interest
|
|
(2,066.2
|
)
|
|
(217.8
|
)
|
||
Present value of lease liabilities (2)
|
|
$
|
4,477.5
|
|
|
$
|
350.8
|
|
(1)
|
Of the $6.54 billion of total future operating lease commitments and $568.6 million of total future finance lease commitments, $2.95 billion and $317.8 million, respectively, are noncancelable.
|
(2)
|
Excludes approximately $185.9 million of net present value of lease payments related to 38 real estate leases signed, but not yet commenced.
|
|
|
February 23,
2020 |
|
May 26,
2019 |
|
February 24,
2019 |
|||
Olive Garden
|
|
870
|
|
|
866
|
|
|
860
|
|
LongHorn Steakhouse
|
|
522
|
|
|
514
|
|
|
512
|
|
Cheddar’s Scratch Kitchen (1)
|
|
169
|
|
|
161
|
|
|
159
|
|
Yard House
|
|
81
|
|
|
79
|
|
|
78
|
|
The Capital Grille (2)
|
|
60
|
|
|
58
|
|
|
58
|
|
Seasons 52
|
|
45
|
|
|
44
|
|
|
43
|
|
Bahama Breeze
|
|
42
|
|
|
42
|
|
|
42
|
|
Eddie V’s
|
|
23
|
|
|
21
|
|
|
20
|
|
Total
|
|
1,812
|
|
|
1,785
|
|
|
1,772
|
|
(1)
|
Includes four restaurants acquired on July 29, 2019 and two restaurants acquired on December 2, 2019.
|
(2)
|
Includes two The Capital Burger restaurants in fiscal 2020 and one in fiscal 2019.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
(in millions)
|
February 23, 2020
|
|
February 24, 2019
|
|
% Chg
|
|
SRS (1)
|
|
February 23, 2020
|
|
February 24, 2019
|
|
% Chg
|
|
SRS (1)
|
||||||||||||
Olive Garden
|
$
|
1,169.3
|
|
|
$
|
1,130.2
|
|
|
3.5
|
%
|
|
2.1
|
%
|
|
$
|
3,283.0
|
|
|
$
|
3,180.3
|
|
|
3.2
|
%
|
|
1.9
|
%
|
LongHorn Steakhouse
|
$
|
510.7
|
|
|
$
|
483.2
|
|
|
5.7
|
%
|
|
3.9
|
%
|
|
$
|
1,408.2
|
|
|
$
|
1,326.2
|
|
|
6.2
|
%
|
|
4.4
|
%
|
Cheddar’s Scratch Kitchen
|
$
|
174.9
|
|
|
$
|
166.8
|
|
|
4.9
|
%
|
|
(1.6
|
)%
|
|
$
|
499.9
|
|
|
$
|
488.6
|
|
|
2.3
|
%
|
|
(2.7
|
)%
|
Yard House
|
$
|
164.1
|
|
|
$
|
154.8
|
|
|
6.0
|
%
|
|
1.8
|
%
|
|
$
|
476.4
|
|
|
$
|
447.3
|
|
|
6.5
|
%
|
|
0.2
|
%
|
The Capital Grille
|
$
|
142.0
|
|
|
$
|
134.3
|
|
|
5.7
|
%
|
|
4.2
|
%
|
|
$
|
359.1
|
|
|
$
|
344.9
|
|
|
4.1
|
%
|
|
2.5
|
%
|
Seasons 52
|
$
|
75.3
|
|
|
$
|
70.6
|
|
|
6.7
|
%
|
|
3.0
|
%
|
|
$
|
193.8
|
|
|
$
|
186.6
|
|
|
3.9
|
%
|
|
(1.3
|
)%
|
Bahama Breeze
|
$
|
57.6
|
|
|
$
|
57.5
|
|
|
0.2
|
%
|
|
(0.5
|
)%
|
|
$
|
176.0
|
|
|
$
|
176.2
|
|
|
(0.1
|
)%
|
|
(2.6
|
)%
|
Eddie V’s
|
$
|
46.4
|
|
|
$
|
40.2
|
|
|
15.4
|
%
|
|
3.9
|
%
|
|
$
|
120.3
|
|
|
$
|
106.3
|
|
|
13.2
|
%
|
|
2.0
|
%
|
(1)
|
Same-restaurant sales is a year-over-year comparison of each period’s sales volumes for a 52-week year and is limited to restaurants open at least 16 months.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
February 23, 2020
|
|
February 24, 2019
|
|
February 23, 2020
|
|
February 24, 2019
|
||||
Sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||
Food and beverage
|
28.0
|
|
|
28.4
|
|
|
28.2
|
|
|
28.4
|
|
Restaurant labor
|
32.1
|
|
|
31.7
|
|
|
32.9
|
|
|
32.7
|
|
Restaurant expenses
|
16.9
|
|
|
16.9
|
|
|
17.5
|
|
|
17.5
|
|
Marketing expenses
|
3.1
|
|
|
2.8
|
|
|
3.2
|
|
|
3.0
|
|
General and administrative expenses
|
4.3
|
|
|
4.6
|
|
|
4.4
|
|
|
4.8
|
|
Depreciation and amortization
|
3.7
|
|
|
3.8
|
|
|
4.0
|
|
|
4.0
|
|
Impairments and disposal of assets, net
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
Total operating costs and expenses
|
88.1
|
%
|
|
88.2
|
%
|
|
90.2
|
%
|
|
90.4
|
%
|
Operating income
|
11.9
|
|
|
11.8
|
|
|
9.8
|
|
|
9.6
|
|
Interest, net
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
Other (income) expense, net
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
Earnings (loss) before income taxes
|
11.3
|
|
|
11.3
|
|
|
6.9
|
|
|
9.0
|
|
Income tax expense
|
1.4
|
|
|
1.2
|
|
|
0.3
|
|
|
0.9
|
|
Earnings from continuing operations
|
9.9
|
%
|
|
10.0
|
%
|
|
6.6
|
%
|
|
8.1
|
%
|
•
|
Food and beverage costs decreased as a percent of sales primarily due to a 1.0% impact from pricing and cost savings initiatives partially offset by a 0.6% impact from unfavorable menu mix and inflation.
|
•
|
Restaurant labor costs increased as a percent of sales primarily due to a 1.3% impact from inflation partially offset by a 0.8% impact from price leverage.
|
•
|
Marketing expenses increased as a percent of sales primarily resulting from increased media spending at Olive Garden and Cheddar’s Scratch Kitchen.
|
•
|
General and administrative expenses decreased as a percent of sales primarily due to sales leverage.
|
•
|
Food and beverage costs decreased as a percent of sales primarily due to a 1.1% impact from pricing and cost savings initiatives partially offset by a 0.9% impact from unfavorable menu mix and inflation.
|
•
|
Restaurant labor costs increased as a percent of sales primarily due to a 1.3% impact from inflation partially offset by a 0.7% impact from price leverage and a 0.3% impact from improved productivity.
|
•
|
Marketing expenses increased as a percent of sales primarily resulting from increased media spending at Cheddar’s Scratch Kitchen.
|
•
|
General and administrative expenses decreased as a percent of sales primarily driven by a 0.2% impact related to sales leverage and a 0.1% impact related to lower management incentive expense.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
Segment
|
|
February 23, 2020
|
|
February 24, 2019
|
|
Change
|
|
February 23, 2020
|
|
February 24, 2019
|
|
Change
|
||||
Olive Garden
|
|
21.1%
|
|
21.7%
|
|
(60
|
)
|
BP
|
|
20.3%
|
|
20.3%
|
|
—
|
|
BP
|
LongHorn Steakhouse
|
|
20.5%
|
|
20.1%
|
|
40
|
|
BP
|
|
17.8%
|
|
17.8%
|
|
—
|
|
BP
|
Fine Dining
|
|
24.8%
|
|
24.9%
|
|
(10
|
)
|
BP
|
|
20.3%
|
|
20.5%
|
|
(20
|
)
|
BP
|
Other Business
|
|
14.5%
|
|
15.1%
|
|
(60
|
)
|
BP
|
|
13.3%
|
|
14.2%
|
|
(90
|
)
|
BP
|
•
|
Moody’s Investors Service “Baa3”;
|
•
|
Standard & Poor’s “BBB”; and
|
•
|
Fitch “BBB”.
|
•
|
Moody’s Investors Service “P-3”;
|
•
|
Standard & Poor’s “A-2”; and
|
•
|
Fitch “F-2”.
|
•
|
$500.0 million of unsecured 3.850 percent senior notes due in May 2027;
|
•
|
$96.3 million of unsecured 6.000 percent senior notes due in August 2035;
|
•
|
$42.8 million of unsecured 6.800 percent senior notes due in October 2037; and
|
•
|
$300.0 million of unsecured 4.550 percent senior notes due in February 2048.
|
•
|
The impacts of the novel coronavirus (COVID-19) pandemic on our business and the response of governments and of our company to the outbreak;
|
•
|
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;
|
•
|
Food safety and food-borne illness concerns throughout the supply chain;
|
•
|
The inability to hire, train, reward and retain restaurant team members or an inability to adequately monitor and proactively respond to employee dissatisfaction;
|
•
|
A failure to recruit, develop and retain effective leaders or the loss or shortage of key personnel, or an inability to adequately monitor and respond to employee dissatisfaction;
|
•
|
Insufficient or ineffective response to legislation or government regulation may impact our cost structure, operational efficiencies and talent availability;
|
•
|
Litigation, including allegations of illegal, unfair or inconsistent employment practices;
|
•
|
Unfavorable publicity, or a failure to respond effectively to adverse publicity;
|
•
|
An inability or failure to recognize, respond to and effectively manage the accelerated impact of social media;
|
•
|
The inability to cancel long-term, non-cancelable leases that we may want to cancel or the inability to renew the leases that we may want to extend at the end of their terms;
|
•
|
Labor and insurance costs;
|
•
|
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;
|
•
|
Changes in consumer preferences that may adversely affect demand for food at our restaurants;
|
•
|
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;
|
•
|
A lack of suitable new restaurant locations or a decline in the quality of the locations of our current restaurants;
|
•
|
Higher-than-anticipated costs to open, close, relocate or remodel restaurants;
|
•
|
A failure to identify and execute innovative marketing and guest relationship tactics and ineffective or improper use of other marketing initiatives and increased advertising and marketing costs;
|
•
|
A failure to address cost pressures, including rising costs for commodities, labor, 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 may use to hedge commodity and broader market prices;
|
•
|
Economic and business factors specific to the restaurant industry and other general macroeconomic factors including energy prices and interest rates that are largely out of our control;
|
•
|
Disruptions in the financial markets that may impact consumer spending patterns, affect the availability and cost of credit and increase pension plan expenses;
|
•
|
Risks associated with doing business with franchisees and licensees;
|
•
|
Risks associated with doing business with 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;
|
•
|
Changes in tax laws or treaties and unanticipated tax liabilities; and
|
•
|
A failure of our internal controls over financial reporting and future changes in accounting standards.
|
(Dollars in millions, except per share data)
|
|
Total Number of
Shares Purchased (1) (2)
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
|
|
Maximum Dollar Value of
Shares that May Yet
be Purchased
Under the Plans or
Programs (3)
|
||||||
November 25, 2019 through December 29, 2019
|
|
455,252
|
|
|
$
|
113.20
|
|
|
455,252
|
|
|
$
|
338.5
|
|
December 30, 2019 through January 26, 2020
|
|
95,977
|
|
|
$
|
109.39
|
|
|
95,977
|
|
|
$
|
328.0
|
|
January 27, 2020 through February 23, 2020
|
|
61,444
|
|
|
$
|
119.46
|
|
|
61,444
|
|
|
$
|
320.6
|
|
Total
|
|
612,673
|
|
|
$
|
113.23
|
|
|
612,673
|
|
|
$
|
320.6
|
|
(1)
|
All of the shares purchased during the quarter ended February 23, 2020 were purchased as part of our repurchase program. On September 18, 2019, our Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $500.0 million of its outstanding common stock. This repurchase program, which was announced publicly in a press release issued on September 19, 2019, does not have an expiration and replaced the previously existing share repurchase authorization.
|
(2)
|
The number of shares purchased includes shares withheld for taxes on vesting of restricted stock, shares delivered or deemed to be delivered to us on tender of stock in payment for the exercise price of options, and shares reacquired pursuant to tax withholding on option exercises. These shares are included as part of our repurchase program and deplete the repurchase authority granted by our Board. The number of shares repurchased excludes shares we reacquired pursuant to forfeiture of restricted stock.
|
(3)
|
Repurchases are subject to prevailing market prices, may be made in open market or private transactions and may occur or be discontinued at any time. There can be no assurance that we will repurchase any shares.
|
|
|
|
Exhibit No.
|
|
Exhibit Title
|
10.43
|
|
|
31(a)
|
|
|
31(b)
|
|
|
32(a)
|
|
|
32(b)
|
|
|
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
|
|
|
|
|
|
|
DARDEN RESTAURANTS, INC.
|
|
|
|
|
|
Dated:
|
March 31, 2020
|
By:
|
/s/ Ricardo Cardenas
|
|
|
|
Ricardo Cardenas
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal financial 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.
|
|
March 31, 2020
|
|
|
|
/s/ Eugene I. Lee, Jr.
|
|
Eugene I. Lee, Jr.
|
|
President 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.
|
|
March 31, 2020
|
|
|
|
/s/ Ricardo Cardenas
|
|
Ricardo Cardenas
|
|
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.
|
|
March 31, 2020
|
|
|
|
/s/ Eugene I. Lee, Jr.
|
|
Eugene I. Lee, Jr.
|
|
President 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.
|
|
March 31, 2020
|
|
|
|
/s/ Ricardo Cardenas
|
|
Ricardo Cardenas
|
|
Senior Vice President and Chief Financial Officer
|