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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
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(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended May 25, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number
1-13666
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DARDEN RESTAURANTS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-3305930
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
5900 LAKE ELLENOR DRIVE
ORLANDO, FLORIDA 32809
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(Address of principal executive offices) (Zip Code)
(407) 245-4000
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
COMMON STOCK, WITHOUT PAR VALUE NEW YORK STOCK EXCHANGE
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SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by Reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of Common Stock held by non-affiliates of the
Registrant, based on the closing price of $9.0625 per share as reported on the
New York Stock Exchange on July 28, 1997: $1,375 million.
Number of shares of Common Stock outstanding as of July 28, 1997:
153,019,238 (excluding 7,124,005 shares held in the treasury).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Proxy Statement dated August 12, 1997 are
incorporated by reference into Part III, and portions of Registrant's 1997
Annual Report to Stockholders are incorporated by reference into Parts I, II and
IV.
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PART I
ITEM 1. BUSINESS OF DARDEN RESTAURANTS, INC.
INTRODUCTION
Darden Restaurants, Inc. and its subsidiaries (the "Company" or "Darden")
is the world's largest full-service restaurant organization.* In the United
States, as of May 25, 1997, it operated 1,122 restaurants in 49 states (the
exception being Alaska), including 652 Red Lobster, 461 The Olive Garden, seven
The Olive Garden Cafe and two Bahama Breeze restaurants. In addition, the
Company operated 67 restaurants in Canada, including 51 Red Lobster units and 16
The Olive Garden units. All of its restaurants in North America are
Company-operated. Although the Company has been investigating the possibility of
the franchising of its Canadian units, no viable prospects exist as of the date
of the filing of this report. In Japan, as of May 25, 1997, Red Lobster Japan
Partners, a Japanese retailer unaffiliated with Darden, operated 38 Red Lobster
restaurants pursuant to an Area Development and Franchise Agreement.
The Company, a Florida corporation incorporated in March of 1995, is the
parent company of GMRI, Inc., a Florida corporation, which owns the operating
assets of the restaurants. GMRI, Inc. was originally incorporated on March 27,
1968, as Red Lobster Inns of America, Inc.
The Company's principal executive offices are located at 5900 Lake Ellenor
Drive, Orlando, Florida 32809 (telephone number (407) 245-4000). Unless the
context indicates otherwise, all references to Darden or the Company include
Darden, GMRI and their subsidiaries.
BACKGROUND
The Company opened its first restaurant, a Red Lobster, in Lakeland,
Florida in January of 1968. Red Lobster was founded by William B. Darden, for
whom the Company is named. The Company was acquired by General Mills, Inc.
("General Mills") in 1970 and became an independent publicly held company in May
of 1995 when General Mills distributed all outstanding Darden stock to General
Mills stockholders (the "Distribution").
While the expansion of the Company's two largest restaurant chains has
historically been steady, the number of restaurants for both Red Lobster and The
Olive Garden declined in fiscal 1997 due to the closing of under-performing
units and an increased focus on system optimization. Red Lobster has grown from
three restaurants in operation in 1970 to 703 units in North America by the end
of fiscal year 1997. The Olive Garden, an internally developed concept, opened
its first restaurant in December of 1982, and expanded to 461 restaurants in the
United States and 16 restaurants in Canada by the end of fiscal year 1997.
Additionally, at the end of fiscal year 1997, The Olive Garden operated seven
cafes in food courts located in regional shopping malls within the United
States.
The Company's newest restaurant concept is Bahama Breeze, an internally
developed concept with a Caribbean theme. The Company opened its first Bahama
Breeze in Orlando in February of 1996 and a second in May of 1997.
STRATEGY
The Company is a leader in the casual-dining segment of the restaurant
industry. The Company is committed to the following key strategies.
o Developing and operating distinctive restaurant concepts, each with
its own culture, operating practices, physical environment, menu and
marketing approach.
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* Source: Restaurants & Institutions Magazine, July 1, 1996 edition.
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o Expanding its current portfolio of restaurant concepts, and internally
developing or acquiring additional concepts which can be expanded
profitably.
o Attracting, developing and retaining experienced management and
personnel committed to providing customer satisfaction and business
results.
o Achieving operating efficiencies by sharing support services and
infrastructure among its restaurant concepts.
o Maintaining consumer awareness through advertising and consumer
promotions.
The following table lists the number of restaurants by year of the Red
Lobster, The Olive Garden, China Coast and Bahama Breeze concepts and total
sales:
COMPANY-OPERATED RESTAURANTS OPEN AT FISCAL YEAR-END
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FISCAL RED THE OLIVE CHINA BAHAMA TOTAL TOTAL SALES
YEAR LOBSTER GARDEN(a) COAST(b) BREEZE RESTAURANTS(a) (IN MILLIONS)
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<S> <C> <C> <C> <C> <C> <C>
1970 6 6 $ 3.5
1971 24 24 9.1
1972 47 47 27.1
1973 70 70 48.0
1974 97 97 72.6
1975 137 137 108.5
1976 174 174 174.1
1977 210 210 229.2
1978 236 236 291.4
1979 244 244 337.5
1980 260 260 397.6
1981 291 291 528.4
1982 328 328 614.3
1983 360 1 361 718.5
1984 368 2 370 782.3
1985 372 4 376 842.2
1986 401 14 415 917.3
1987 433 52 485 1,097.7
1988 443 92 535 1,300.8
1989 490 145 635 1,621.5
1990 521 208 1 730 1,927.7
1991 568 272 1 841 2,212.3
1992 619 341 1 961 2,542.0
1993 638 400 5 1,043 2,737.0
1994 675 458 25 1,158 2,963.0
1995 715 477 51 1,243 3,163.3
1996 729 487 0 1 1,217 3,191.8
1997 703 477 0 2 1,182 3,171.8
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(a) These numbers do not include the seven The Olive Garden Cafes in operation
as of May 25, 1997.
(b) In August 1995, the Company approved the closing of all China Coast
restaurants.
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INDUSTRY OVERVIEW
In the United States, the restaurant industry generates approximately $211
billion in annual sales, or roughly one-third of total consumer food
expenditures.* Expenditures for restaurant dining and other meals prepared away
from home have increased from 25% of the food dollar in 1955 to 44% in 1996.*
Over the past 20 years, restaurant sales have grown at a rate one to two
percentage points faster than the growth of food-at-home sales.* The industry is
highly fragmented and is characterized by the presence of thousands of
independent operators and small chains. While chain restaurants dominate the
fast-food segment with a combined market share of 63%, chains account for just
23% in the full-service segment.* The Company believes that capable operators of
strong multi-unit concepts will continue to increase their share of the
full-service restaurant market.
Casual dining is the fastest growing segment of the full-service restaurant
market, with sales increasing at a 6.5% annual compound growth rate since 1991.*
Today, casual dining represents 36% of full-service restaurant sales, or $35
billion.* Darden is a leader in the casual-dining segment, with approximately a
nine percent market share.* Management believes that casual-dining concepts will
benefit from favorable demographic trends, most notably the maturing population.
Forty to sixty year olds are the most frequent users of casual-dining
restaurants, and through this decade and the next, the population aged
forty-five or older is projected to increase by approximately 34 million. In
addition, "baby-boomers" (i.e., thirty-two to fifty year olds) tend to eat out
more than generations before them so, as they age, their casual dining frequency
may become even higher. Finally, this group includes a high proportion of
two-income families, which the Company believes could increase the demand for
food-away-from-home due to a combination of more discretionary income and less
discretionary time.
Restaurants face growing competition from the supermarket industry which is
offering improved entrees and side dishes from the deli section. Supermarkets'
renewed emphasis on such "convenient meals" may have the most impact on segments
of the restaurant industry in which the meals fulfill a primarily physiological
objective, such as in the "quick serve" and "midscale" segments. Casual dining
offers a more significant social component with the meal, a feature that the
supermarkets' "convenient meals" do not readily confer.
RESTAURANT CONCEPTS
RED LOBSTER(R)
Red Lobster is the largest chain of full-service, seafood-specialty
restaurants in the United States. It offers an extensive menu featuring fresh
fish, shrimp, crab, lobster, scallops, and other seafood in a casual atmosphere.
The menu includes a variety of specialty seafood and non-seafood appetizers and
desserts. For the ninth consecutive year, Red Lobster was named Best Seafood
Chain in America in the 1997 America's Choice In Chains national consumer survey
published in the February 1, 1997 issue of Restaurants & Institutions magazine.
Dinner entree prices range from $6.99 to $18.99, with fresh fish and
certain lobster items available at market price. Lunch entree prices range from
$4.99 to $7.99. During fiscal year 1997, the average check per person was
between $12.75 to $14.25, with alcoholic beverages accounting for approximately
eight percent of sales. Red Lobster also offers a lower-priced children's menu.
The Company maintains approximately 100 different menus to reflect geographic
differences in consumer preferences, prices and selections in its trade areas.
Red Lobster is currently remodeling its restaurants with a distinctive
wharfside look that uses weathered wood accented by nautical artifacts to create
a warm and casual seaside atmosphere. Research indicates strong, positive
consumer response. As of May 25, 1997, approximately 90% of total Red Lobster
units had the wharfside look. This percentage includes 496 remodeled restaurants
and 144 new or relocated restaurants. Red Lobster plans to substantially
complete the wharfside remodeling project within fiscal year 1998.
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* Sources: United States Department of Commerce Census of Retail Trade
(1996); National Restaurant Association Annual Foodservice Forecast (1996);
and CREST Annual Household Summary (1996).
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THE OLIVE GARDEN(R)
The Olive Garden is the largest chain of casual, full-service Italian
restaurants in the United States. The moderately priced menu features recipes
from both northern and southern Italy. For the eighth consecutive year, The
Olive Garden was named Best Dinnerhouse Chain in America in the 1997 America's
Choice In Chains national consumer survey published in the February 1, 1997
issue of Restaurants & Institutions magazine.
Dinner entree prices range from $6.95 to $13.95, and lunch entree prices
range from $4.75 to $7.95. During fiscal year 1997, the average check per person
was between $10.00 and $12.00, with alcoholic beverages accounting for
approximately eight percent of sales.
The Olive Garden places importance on brand building and, as a result, is
(like Red Lobster) one of the largest advertisers in the full-service restaurant
industry. The Olive Garden Cafe concept, which is a limited-menu cafe in food
court settings of regional shopping malls, operated in seven locations at the
end of fiscal year 1997. The Company is also experimenting with new restaurant
decor and additional menu improvements.
EXPANSION STRATEGY
During fiscal year 1997, the Company opened 20 restaurants (excluding
pre-existing restaurants relocated to other sites). It plans to open from six to
ten new Red Lobster, The Olive Garden and Bahama Breeze restaurants during
fiscal year 1998 (excluding relocations). The Company's new store openings by
concept are shown below:
ACTUAL PROJECTED
FISCAL 1997 FISCAL 1998
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Red Lobster....................... 13 1
The Olive Garden.................. 6 5-6
Bahama Breeze..................... 1 0-3
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Totals............................ 20 6-10
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The Company's objective is to continue to expand its current portfolio of
restaurant concepts, and to develop internally or acquire additional concepts
which can be expanded. It is currently working on test concepts, including its
recently opened Bahama Breeze restaurant in Orlando. The Company also regularly
evaluates potential acquisition candidates as to whether they would satisfy the
Company's strategic and financial objectives. At present, the Company has not
identified any specific acquisitions.
The Company will continue to focus on improving operational execution at
The Olive Garden and Red Lobster, and limit new restaurant expansion to the
highest-potential sites. The specific number of openings will also depend upon a
number of factors, including the Company's ability to locate appropriate sites,
negotiate acceptable purchase or lease terms, obtain necessary local
governmental permits, complete construction, and recruit and train restaurant
management and hourly personnel.
Darden considers location to be a critical factor in determining a
restaurant's long-term success and devotes significant effort to the site
selection process for new locations. Prior to entering a market, a thorough
study is conducted to determine the optimal number and placement of restaurants.
The Company's site selection process utilizes a variety of analytical techniques
to evaluate a number of important factors. These factors include trade area
demographics, such as target population density and household income levels;
competitive influences in the trade area; the site's visibility, accessibility,
and traffic volume; and proximity to activity centers such as shopping malls,
hotel/motel complexes, offices and universities. Members of senior management
evaluate, inspect and approve each restaurant site prior to its acquisition.
After site acquisition and receipt of permits, it typically takes 120 to 180
days to construct and open a new restaurant.
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The following table illustrates the approximate average capital investment,
size and dining capacity of the fiscal year 1997 Red Lobster and The Olive
Garden openings (excluding relocations of existing restaurants):
CAPITAL SQUARE DINING DINING
INVESTMENT FEET SEATS TABLES
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Red Lobster.............. $1,846,000 5,039 162 44
The Olive Garden......... $2,529,000 7,092 243 47
The Red Lobster figures reflect the average of three building sizes which
the Company utilizes to expand in trade areas of varying sizes. The building
sizes for new restaurants opened in fiscal 1997 (excluding relocations) range
from 4,100 to 6,400 square feet; the numbers of dining seats range from 135 to
222; and the numbers of dining tables range from 34 to 58. During fiscal year
1997, Red Lobster opened 13 restaurants that were located primarily in smaller
markets.
The Olive Garden figures reflect the average of three building sizes which
the Company utilizes to expand in trade areas of varying sizes. The building
sizes for new restaurants opened in fiscal 1997 (excluding relocations) range
from 6,050 to 9,100 square feet; the numbers of dining seats range from 180 to
378; and the numbers of dining tables range from 38 to 68. During fiscal year
1997, The Olive Garden opened six restaurants.
Bahama Breeze opened its second restaurant in Altamonte Springs, Florida,
in May, 1997. The Company hopes to secure up to three additional Bahama Breeze
restaurant sites for potential fiscal year 1998 openings, but the actual number
of openings may vary due to the factors previously discussed.
The Company systematically reviews the performance of its restaurant sites
to ensure that each unit meets its standards. When a unit falls below minimum
standards, a thorough analysis is completed to determine the causes, and
marketing and operational plans are implemented to improve that unit's
performance. If performance does not improve to acceptable levels, the site is
evaluated for relocation, closing or conversion to one of the Company's other
concepts. In fiscal year 1997, the Company permanently closed 38 Red Lobster
restaurants in the United States and one Red Lobster restaurant in Canada.
During the same period, The Olive Garden permanently closed 16 restaurants in
the United States. For a discussion of restructuring and asset impairment
charges related to these restaurant closings, see Management's Discussion of
Results of Operations and Financial Condition and Note 3 of Notes to
Consolidated Financial Statements on pages 12 and 19, respectively, of the
Company's 1997 Annual Report to Stockholders.
During fiscal 1997, Red Lobster relocated or rebuilt 20 restaurants (not
included in the numbers of new store openings or permanent closings stated
above). These actions repositioned older Red Lobster restaurants to better
locations and/or more contemporary buildings.
RESTAURANT OPERATIONS
The Company believes that high-quality restaurant management is critical to
its long-term success. It also believes that its leadership position, strong
success-oriented culture and various short-term and long-term incentive
programs, including stock options, help attract and retain highly-motivated
restaurant managers committed to providing superior customer satisfaction and
outstanding business results.
The Company's restaurant management structure varies by concept and
restaurant size. Each restaurant is led by a general manager and one to four
additional managers, depending on the operating complexity and sales volume of
the restaurant. Each restaurant also employs approximately 65 to 115 hourly
employees, most of whom work part-time. The Company issues detailed operations
manuals covering all aspects of restaurant operations as well as food and
beverage manuals which detail the preparation procedures of the Company's
formulated recipes. The restaurant management teams are responsible for the
day-to-day operation of each restaurant and for ensuring compliance with the
Company's operating standards. Restaurant general managers report to directors
at Red Lobster and The Olive Garden, and each director is responsible for seven
to 14 restaurants. Restaurants are visited regularly by all levels of
supervision to ensure strict adherence to all aspects of the Company's
standards.
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Each concept's vice president or director of training, together with senior
operations executives, is responsible for developing and maintaining that
concept's operational training programs. These efforts include a 12-to-15 week
training program for management trainees, and continuing development programs
for managers, supervisors and directors. The emphasis of the training and
development programs vary by restaurant concept but include improvement of
leadership, restaurant business management and culinary skills. The Company also
utilizes a highly structured training program to open new restaurants, including
training teams consisting of groups of employees experienced in all aspects of
restaurant operations. The opening training teams typically begin on-site
training one week prior to opening and remain on location one week following the
opening. They are phased out when appropriate to ensure a smooth transition to
the restaurant's operating staff.
QUALITY ASSURANCE
The Company's Quality Assurance Department helps ensure that all
restaurants provide high-quality food products in a clean and safe environment.
The Company ensures that all seafood purchased meets or exceeds its
specifications through rigorous physical evaluation and testing. Since 1976, the
Company has maintained a microbiological laboratory to routinely test seafood
and commodity products for quality. In addition, quality assurance managers
visit each restaurant location periodically throughout the year to ensure that
food is properly handled, and to provide education and training in food safety
and sanitation. The quality assurance managers also serve as a liaison to
regulatory agencies on issues relating to food safety. The Company uses
independent third party auditors to inspect and evaluate vendors of commodity
food products to ensure that its suppliers are operating under good
manufacturing practices with the comprehensive industry standard Hazard Analysis
Critical Control Points programs in place.
PURCHASING AND DISTRIBUTION
The Company's ability to ensure a consistent supply of high-quality food
and supplies at competitive prices to all of its restaurant concepts depends
upon procurement from reliable sources. The Company's purchasing staff sources,
negotiates and buys internally specified food and supplies from more than 1,490
suppliers in 44 countries. To ensure the quality of all food products, suppliers
are required to meet strict quality control standards in the development,
harvest, catch and/or production of food products. Competitive bids, long-term
contracts and long-term vendor relationships are routinely used to ensure
availability of products and stability of costs.
The Company believes that its seafood purchasing capabilities are a
significant competitive advantage. The Company's purchasing staff routinely
travels within the United States and internationally to source over 100
varieties of top-quality seafood at competitive prices. Red Lobster is the
single largest buyer in the United States of many seafood products. The Company
believes that it has established excellent long-term relationships with key
seafood vendors, and sources product directly when possible. It employs an agent
in South America to provide timely information on local seafood market trends,
identify purchasing opportunities and inspect product at the source. It also
operates a procurement office in Singapore to source products directly from
Asia. While the supply of certain seafood species is volatile, the Company
believes that it has demonstrated the ability to identify alternative seafood
products and to adjust its menus as required. All other essential food products
are available, or can be made available upon short notice, from alternative
qualified suppliers. Because of the relatively rapid turnover of perishable food
products, inventories in the restaurants have a modest aggregate dollar value in
relation to revenues. Controlled inventories of specified products are
distributed to all restaurants through a national distribution company. See Note
2 of Notes to the Consolidated Financial Statements on page 19 of the Company's
1997 Annual Report to Stockholders.
ADVERTISING AND MARKETING
The Company believes that it has developed significant advertising and
marketing capabilities. The Company's size enables it to be the dominant
advertiser in the full-service segment of the restaurant industry. The Company
leverages the efficiency of national network television advertising and
supplements it with local market television advertising. The Company's
restaurants appeal to a broad spectrum of consumers and it uses advertising and
product promotions to attract customers. The Company implements periodic
promotions as appropriate to maintain and increase its sales and profits. It
also relies on radio and newspaper advertising, as well as newspaper
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and direct mail couponing programs to attract customers. The Company has
developed and consistently utilizes sophisticated consumer marketing research
techniques to monitor customer satisfaction and customers' evolving
expectations.
EMPLOYEES
At the end of fiscal year 1997, the Company employed 114,582 persons: 1,105
corporate personnel; 87 seafood processing plant personnel; 5,446 restaurant
management personnel; and the remainder, hourly restaurant personnel. Of the
1,105 corporate employees, 621 were in management and 484 were administrative or
office employees. The operating executives of the Company have an average of
more than 18.1 years of experience with the Company. The restaurant general
managers average 9.4 years with the Company. The Company believes that it
provides working conditions and compensation that compare favorably with those
of its competition. Most employees, other than restaurant management and
corporate management, are paid on an hourly basis. None of the Company's
employees are covered by a collective bargaining agreement. The Company
considers its employee relations to be good.
MANAGEMENT INFORMATION SYSTEMS
The Company strives for leadership in the restaurant business by utilizing
technology as a competitive advantage. Since 1975, in-store computers have been
used to assist in the management of the restaurants. The Company has implemented
systems targeted at improved financial control, cost management, enhanced guest
service and improved employee effectiveness. Management information systems are
designed to be used across restaurant concepts, yet are flexible enough to meet
the unique needs of each restaurant chain. Restaurant support is provided from
the corporate office, seven days a week, 24 hours a day. A communications
network sends and receives critical business data to and from the restaurants
each night, providing timely and extensive information each morning on business
activity in every location. The corporate office houses the Company's Data
Center, which contains sufficient computing power to process information from
all restaurants quickly and efficiently. The Company uses internally developed
proprietary software, as well as purchased software, with proven,
non-proprietary hardware. This allows processing power in terms of hardware and
software to be distributed effectively to each of the Company's restaurant
locations.
The Company's management believes these systems have well positioned the
Company to support current needs as well as future growth. The Company is
committed to maintaining an industry leadership position in information systems
and computing technology. The Company utilizes a long-range information systems
plan that is prepared internally and reviewed with senior management. The plan
is a result of projects approved by the Information Systems Executive Steering
Committee. This plan prioritizes information systems projects based upon
financial, regulatory and other business advantage criteria.
The Company has committed the resources necessary to ensure that its
critical information systems and technology are "Year 2000 compliant" in advance
of the next millennium. "Year 2000 compliant" refers to information systems and
technology that accurately process date/time data (including calculating,
comparing and sequencing) from, into and between the twentieth and twenty-first
centuries and, in particular, the years 1999 and 2000. As of May 25, 1997,
approximately 25% of the Company's systems either have been modified to be Year
2000 compliant or have been eliminated due to changes in business requirements.
Remaining applications are expected to be Year 2000 compliant over the next two
years. The total cost to the Company of achieving Year 2000 compliant systems is
not expected to have a material impact on the Company's financial condition or
results of operations.
COMPETITION
The restaurant industry is intensely competitive with respect to food
quality, price, service, restaurant location, concept, the attractiveness of
facilities, and the effectiveness of advertising and marketing programs. The
restaurant business is often affected by changes in consumer tastes; national,
regional or local economic conditions; demographic trends; traffic patterns; the
type, number and location of competing restaurants; and consumers' discretionary
purchasing power. The Company competes within each market with national and
regional chains as
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well as locally-owned restaurants, not only for customers but also for
management and hourly personnel and suitable real estate sites. Restaurants face
growing competition from the supermarket industry, which is offering "convenient
meals" in the form of improved entrees and side dishes from the deli section.
The Company expects intense competition to continue in all of these areas.
TRADEMARKS AND RELATED AGREEMENTS
The Company regards its Red Lobster(R), The Olive Garden(R) and Bahama
Breeze(SM) servicemarks as having significant value and as being important in
marketing the restaurants. The Company's policy is to pursue registration of its
important servicemarks and trademarks whenever possible and to oppose vigorously
any infringement of them.
The only restaurant operations outside of North America historically have
been conducted through Red Lobster Japan Partners, a partnership venture with
the Japanese retailer JUSCO that was established in 1982. The historical
financial results of Darden exclude the results of such operations. On April 26,
1995, the Darden subsidiary, GMRI, Inc., entered into an Area Development and
Franchise Agreement with Red Lobster Japan Partners, which operated 38 Red
Lobster restaurants in Japan as of May 25, 1997. Darden does not have an
ownership interest in Red Lobster Japan Partners. Royalty income is not expected
to be material.
SEASONALITY
The Company's sales volumes fluctuate seasonally, and are generally higher
in the spring and summer months, and lower in the fall and winter months. Severe
weather, storms and similar conditions may impact sales volumes seasonally in
some operating regions.
GOVERNMENT REGULATION
The Company is subject to various federal, state and local laws affecting
its business. Each of the Company's restaurants must comply with licensing
requirements and regulations by a number of governmental authorities, which
include health, sanitation, safety and fire agencies in the state or
municipality in which the restaurant is located. The development and operation
of restaurants depend on selecting and acquiring suitable sites, which are
subject to zoning, land use, environmental, traffic and other regulations. To
date, the Company has not been significantly affected by any difficulty, delay
or failure to obtain required licenses or approvals.
Presently about eight percent of restaurant revenues are attributable to
the sale of alcoholic beverages. Regulations governing their sale require
licensure by each site (in most cases, on an annual basis) and licenses may be
revoked or suspended for cause at any time. These regulations relate to many
aspects of restaurant operation, including the minimum age of patrons and
employees, hours of operation, advertising, wholesale purchasing, inventory
control and handling, storage and dispensing of alcoholic beverages. The failure
of a restaurant to obtain or retain these licenses would adversely affect the
restaurant's operations. The Company is also subject in certain states to
"dram-shop" statutes, which generally provide an injured party with recourse
against an establishment that wrongfully serves alcoholic beverages to an
intoxicated person causing the injury. The Company carries liquor liability
coverage as part of its comprehensive general liability insurance.
The Company is also subject to federal and state minimum wage laws and
other laws governing such matters as overtime, tip credits, working conditions,
safety standards, and hiring and employment practices. Changes in these laws
during the fiscal year ended May 25, 1997, have not had a material effect on the
Company's operations.
The Company is subject to federal and state environmental regulations, but
these rules have not had a material effect on the Company's operations.
The Company continues to monitor its facilities for compliance with the
Federal Americans With Disabilities Act ("ADA") and
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related state statutes in order to conform to their requirements. Under the ADA
and related state laws, the Company could be required to expend funds to modify
its restaurants to better provide service to, or make reasonable accommodation
for the employment of, disabled persons.
The Company is currently operating under a Tip Rate Alternative Commitment
("TRAC") agreement with the Internal Revenue Service. The TRAC agreement is
expected to reduce the likelihood of future chain-wide employer-only FICA
assessments for previously unreported tips.
EXECUTIVE OFFICERS
The executive officers of the Company as of the date of this report are as
follows.
Joe R. Lee, age 56, is currently Chief Executive Officer and Chairman of
the Board of Darden. Mr. Lee joined Red Lobster in 1967 as a member of its
founding team, and was named its President in 1975. He was elected a Vice
President of General Mills in 1976, a Group Vice President in 1979, and an
Executive Vice President in 1981, was named Executive Vice President, Finance
and International Restaurants in 1991, and was elected a Vice Chairman of
General Mills in 1992 with responsibility for various consumer foods businesses
and corporate staff functions. Mr. Lee was elected a director of General Mills
in 1985. He was named Chief Executive Officer of Darden in December of 1994.
Blaine Sweatt, III, age 49, is President, New Business Division. He joined
General Mills in 1976 in the Red Lobster organization and was named Director of
New Restaurant Concept Development in 1981. Mr. Sweatt led the teams that
developed the concepts for The Olive Garden, China Coast and Bahama Breeze. He
was named Vice President in 1985 and Senior Vice President in 1994.
Bradley D. Blum, age 43, is President of The Olive Garden. Mr. Blum joined
General Mills in 1978. He was named Director of Marketing in 1984, responsible
for Big G Cereals, and he became Vice President of Big G New Enterprises in
1989. In 1990, he was named Vice President of Marketing for Cereal Partners
Worldwide, General Mills' joint venture with Nestle, headquartered in
Switzerland. He joined the Company in 1994 as Senior Vice President of Marketing
for The Olive Garden and was named President of The Olive Garden in December of
1994. He was named Senior Vice President of Darden in September of 1995.
Clarence Otis, Jr., age 41, is Senior Vice President, Investor Relations
and Treasurer of the Company. Mr. Otis joined the Company in 1995 as Vice
President and Treasurer. In July of 1997, he assumed responsibility for Investor
Relations and was named to his present position. Prior to joining the Company,
Mr. Otis was employed by Chemical Securities, Inc. in New York where he had been
Managing Director and Manager of Public Finance since 1991. Prior to his work at
Chemical Securities, Mr. Otis was employed by Siebert Municipal Capital Group as
Managing Director and Principal.
Daniel Lyons, age 44, is Senior Vice President, Personnel of the Company
with overall responsibility for all personnel, including aviation, benefits,
compensation, employment, corporate security, and diversity management. Mr.
Lyons joined the Company in 1993 as Senior Vice President of Personnel for The
Olive Garden. He was elected to his present position in January of 1997. Prior
to joining The Olive Garden, Mr. Lyons spent 18 years with the Quaker Oats
Company.
James D. Smith, age 54, is Senior Vice President, Finance, with
responsibility for Financial Operations, Treasury and Information Services. Mr.
Smith joined General Mills in 1982 and was named Senior Vice President and
Controller of the restaurant operations in 1988. He was named to his present
position in December of 1994.
Richard J. Walsh, age 45, is Senior Vice President, Corporate Relations,
with responsibility for all corporate communications, environmental relations,
media and government, public and community relations, including the Darden
Foundation. Mr. Walsh joined General Mills in 1984 as Manager of Government
Affairs for Red Lobster. He was named Vice President of Government Relations in
1987 and was promoted to his present position in December of 1994.
9
<PAGE>
Clifford L. Whitehill, age 66, was named a Senior Vice President of the
Company in December of 1994. Mr. Whitehill joined General Mills in 1962 as an
attorney in the Law Department. He was appointed Assistant General Counsel in
1968, elected Vice President in 1971, named General Counsel in 1975, elected
Senior Vice President in 1981 and elected Secretary of General Mills in 1983.
Mr. Whitehill retired from General Mills immediately prior to the Distribution,
and on that date he assumed his responsibilities at Darden as Senior Vice
President, General Counsel and Secretary.
ITEM 2. PROPERTIES
As of May 25, 1997, the Company operated 1,189 restaurants, including 703
Red Lobster, 477 The Olive Garden, seven The Olive Garden Cafe and two Bahama
Breeze restaurants in the following locations:
<TABLE>
<C> <C> <C> <C>
Alabama (18) Arizona (24) Arkansas (10) California (96)
Colorado (21) Connecticut (12) Delaware (4) Florida (113)
Georgia (37) Hawaii (1) Idaho (5) Illinois (49)
Indiana (34) Iowa (15) Kansas (11) Kentucky (13)
Louisiana (11) Maine (5) Maryland (17) Massachusetts (8)
Michigan (42) Minnesota (18) Mississippi (8) Missouri (26)
Montana (2) Nebraska (7) Nevada (9) New Hampshire (5)
New Jersey (27) New Mexico (8) New York (47) North Carolina (25)
North Dakota (4) Ohio (67) Oklahoma (18) Oregon (9)
Pennsylvania (51) Rhode Island (2) South Carolina (18) South Dakota (3)
Tennessee (25) Texas (101) Utah (9) Vermont (2)
Virginia (37) Washington (20) West Virginia (5) Wisconsin (21)
Wyoming (2) Canada (67)
</TABLE>
Of the Company's 1,189 restaurants open on May 25, 1997, 744 were on owned
sites and 445 were on leased sites. The 445 leases are classified as follows:
Land-Only Leases (Darden owns buildings and equipment) 293
Ground and Building Leases 81
Space/In-Line/Other Leases 71
---
Total 445
===
The Company owns its executive offices, culinary center and training
facilities in Orlando, Florida. It also owns and operates a small seafood
processing plant in St. Petersburg, Florida. Except in limited instances, the
Company's restaurant sites and other facilities are not subject to mortgages or
encumbrances securing money borrowed by the Company.
See also Notes 5 and 13 of Notes to Consolidated Financial Statements on
pages 20 and 23, respectively, of the Company's 1997 Annual Report to
Stockholders.
ITEM 3. LEGAL PROCEEDINGS
The Company is from time to time made a party to legal proceedings arising
in the ordinary course of business. The Company does not believe that the
results of such legal proceedings, even if unfavorable to the Company, will have
a materially adverse impact on its financial condition or the results of its
operations. See the section entitled "Government Regulation" for a discussion of
various federal, state and local regulatory matters.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
10
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock (no par value) has been registered and is traded
on the New York Stock Exchange. As of July 28, 1997, the number of record
holders of common stock was 27,969. Trading of the Company's common stock began
on a "when issued" basis on May 9, 1995, at a price per share of $9.375. The
following table sets forth the high and low sales prices for the Company's
common stock for each full quarterly period from the Distribution to the end of
fiscal year 1997.
PER SHARE SALES PRICE OF COMMON STOCK
FISCAL YEAR
1996 FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
- --------------------------------------------------------------------------------
HIGH $11.50 $12.00 $13.25 $14.00
LOW $ 9.75 $10.00 $10.625 $11.50
- --------------------------------------------------------------------------------
FISCAL YEAR
1997 FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
- --------------------------------------------------------------------------------
HIGH $12.125 $ 9.25 $ 9.375 $ 8.50
LOW $ 7.50 $ 7.75 $ 6.75 $ 6.875
- --------------------------------------------------------------------------------
During fiscal year 1997, the Company declared two semi-annual dividends of
four cents per share each. The first semi-annual dividend (four cents per share)
was paid on November 1, 1996, to stockholders of record on October 10, 1996. The
second semi-annual dividend (four cents per share) was paid on May 1, 1997, to
stockholders of record on April 10, 1997.
ITEM 6. SELECTED FINANCIAL INFORMATION
The information for fiscal years 1993 through 1997, contained in the
Five-Year Financial Summary on page 27 of the Company's 1997 Annual Report to
Stockholders, is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth in the section entitled "Management's Discussion
of Results of Operations and Financial Condition" on pages 12 through 13 of the
Company's 1997 Annual Report to Stockholders is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Independent Auditors' Report, Consolidated Statements of Earnings
(Loss), Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and
Notes to Consolidated Financial Statements on pages 14 through 26 of the
Company's 1997 Annual Report to Stockholders are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
11
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained in the sections entitled "Information Concerning
Nominees" on pages 3 through 4, "Committees of the Board" on pages 5 through 6,
and "Section 16(a) Beneficial Ownership Reporting Compliance" on page 15 of the
Company's definitive proxy materials dated August 12, 1997, is incorporated
herein by reference. Certain information regarding executive officers is
contained in Part I above.
ITEM 11. EXECUTIVE COMPENSATION
The information contained in the sections entitled "Board Compensation and
Benefits" on pages 4 and 5, "Summary Compensation Table" on pages 8 through 9,
and "Option Grants in Last Fiscal Year" on page 9 of the Company's definitive
proxy materials dated August 12, 1997, is incorporated by reference. The
information appearing in such proxy materials under the heading "Report of
Compensation Committee on Executive Compensation" is not incorporated herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained in the sections entitled "Certain Owners of
Common Stock" on page 2 and "Share Ownership of Directors and Officers" on pages
6 through 7 of the Company's definitive proxy materials dated August 12, 1997,
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONS AND RELATED TRANSACTIONS
The information contained in the section entitled "Certain Relationships
and Related Transactions" on page 7 of the Company's definitive proxy materials
dated August 12, 1997, is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS:
Consolidated Statements of Earnings (Loss) for the fiscal years ended May
25, 1997, May 26, 1996, and May 28, 1995 (incorporated by reference to page 15
of the Company's 1997 Annual Report to Stockholders)
Consolidated Balance Sheets at May 25, 1997 and May 26, 1996 (incorporated
by reference to page 16 of the Company's 1997 Annual Report to Stockholders)
Consolidated Statements of Cash Flows for the fiscal years ended May 25,
1997, May 26, 1996 and May 28, 1995 (incorporated by reference to page 17 of the
Company's 1997 Annual Report to Stockholders)
Notes to Consolidated Financial Statements (incorporated by reference to
pages 18 through 26 of the Company's 1997 Annual Report to Stockholders)
2. FINANCIAL STATEMENTS SCHEDULES:
Not applicable.
12
<PAGE>
3. EXHIBITS:
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain
instruments defining the rights of holders of certain long-term debt of the
Company are not filed, and in lieu thereof, the Company agrees to furnish copies
thereof to the Securities and Exchange Commission upon request.
EXHIBIT NUMBER TITLE
3(a) Articles of Incorporation (incorporated herein by reference
to Exhibit 3(a) to the Company's Registration Statement on
Form 10 effective May 5, 1995)
3(b) Bylaws (incorporated herein by reference to Exhibit 3(b) to
the Company's Registration Statement on Form 10 effective
May 5, 1995)
4(a) Rights Agreement dated as of May 28, 1995 between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to the
Company's Registration Statement on Form 10 effective May 5,
1995)
4(b) Indenture dated as of January 1, 1996, between the Company
and Norwest Bank Minnesota, National Association, as Trustee
(incorporated herein by reference to the Company's Current
Report on Form 8-K filed February 9, 1996)
*10(a) Darden Restaurants, Inc. Stock Option and Long-Term
Incentive Plan of 1995, as amended (incorporated herein by
reference to Exhibit 10(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended May 26, 1996)
*10(b) Darden Restaurants, Inc. FlexComp Plan (incorporated
herein by reference to Exhibit 10(b) to the Company's
Registration Statement on Form 10 effective May 5, 1995)
*10(c) Darden Restaurants, Inc. Stock Option and Long-Term
Incentive Conversion Plan, as amended (incorporated herein
by reference to Exhibit 10(c) to the Company's Annual Report
on Form 10-K for the fiscal year ended May 26, 1996)
*10(d) Supplemental Pension Plan of Darden Restaurants, Inc.
(incorporated herein by reference to Exhibit 10(d) to the
Company's Registration Statement on Form 10 effective May 5,
1995)
*10(e) Executive Health Plan of Darden Restaurants, Inc.
(incorporated herein by reference to Exhibit 10(e) to the
Company's Registration Statement on Form 10 effective May 5,
1995)
*10(f) Stock Plan for Non-Employee Directors of Darden
Restaurants, Inc. (incorporated herein by reference to
Exhibit 10(f) to the Company's Registration Statement on
Form 10 Effective May 5, 1995)
*10(g) Compensation Plan for Non-Employee Directors of Darden
Restaurants, Inc. (incorporated herein by reference to
Exhibit 10(g) to the Company's Registration Statement on
Form 10 effective May 5, 1995)
- ------------------------------
* Items that are management contracts or compensatory plans or arrangements
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
13
<PAGE>
*10(h) Darden Restaurants, Inc. Management Incentive Plan, as
amended (incorporated herein by reference to Exhibit 10(h)
to the Company's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996)
*10(i) Benefits Trust Agreement dated as of October 3, 1995,
between the Company and Norwest Bank Minnesota, N.A., as
Trustee
*10(j) Form of Management Continuity Agreement between the
Company and certain of its executive officers
11 Determination of Common Shares and Common Share Equivalents
12 Computation of Ratio of Consolidated Earnings to Fixed
Charges
13 Portions of 1997 Annual Report to Stockholders (incorporated
by reference herein)
21 Subsidiaries of Darden Restaurants, Inc.
23 Independent Accountant's Consent
24 Powers of Attorney
27 Financial Data Schedule
- ------------------------------
* Items that are management contracts or compensatory plans or arrangements
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
(b) REPORTS ON FORM 8-K. During the last quarter covered by this Report, the
Company filed one report on Form 8-K. On March 11, 1997, the Company filed
a Current Report on Form 8-K announcing certain financial results for the
third quarter of fiscal year 1997 and a $230 million fourth-quarter pretax
charge.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: August 15, 1997 DARDEN RESTAURANTS, INC.
By: /s/ C.L. Whitehill
------------------
C.L. Whitehill
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person's on behalf of the
Registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ H.B. Atwater, Jr. Director
- --------------------------
H.B. Atwater, Jr.*
/s/ Daniel B. Burke Director
- --------------------------
Daniel B. Burke*
/s/ Betty Southard Murphy Director
- --------------------------
Betty Southard Murphy*
/s/ Jack A. Smith Director
- --------------------------
Jack A. Smith*
/s/ Michael D. Rose Director
- --------------------------
Michael D. Rose*
/s/ Joe R. Lee Director, Chairman of the Board August 15, 1997
- -------------------------- and Chief Executive Officer
Joe R. Lee (principal executive officer)
/s/ Blaine Sweatt, III Director and President,
- -------------------------- New Business Division
Blaine Sweatt, III*
/s/ James D. Smith Senior Vice President-Finance August 15, 1997
- -------------------------- (principal financial officer and
James D. Smith principal accounting officer)
*BY: C.L. Whitehill
Attorney-In-Fact
August 15, 1997
15
<PAGE>
EXHIBIT INDEX
<PAGE>
EXHIBITS
EXHIBIT
NUMBER TITLE
3(a) Articles of Incorporation (incorporated herein by
reference to Exhibit 3(a) to the Company's Registration
Statement on Form 10 effective May 5, 1995)
3(b) Bylaws (incorporated herein by reference to Exhibit
3(b) to the Company's Registration Statement on Form 10
effective May 5, 1995)
4(a) Rights Agreement dated as of May 28, 1995 between the
Company and Norwest Bank Minnesota, N.A., as Rights
Agent (incorporated herein by reference to Exhibit 4.1
to the Company's Registration Statement on Form 10
effective May 5, 1995)
4(b) Indenture dated as of January 1, 1996, between the
Company and Norwest Bank Minnesota, National
Association, as Trustee (incorporated herein by
reference to the Company's Current Report on Form 8-K
filed February 9, 1996)
*10(a) Darden Restaurants, Inc. Stock Option and
Long-Term Incentive Plan of 1995, as amended
(incorporated herein by reference to Exhibit 10(a) to
the Company's Annual Report on Form 10-K for the fiscal
year ended May 26, 1996)
*10(b) Darden Restaurants, Inc. FlexComp Plan
(incorporated herein by reference to Exhibit 10(b) to
the Company's Registration Statement on Form 10
effective May 5, 1995)
*10(c) Darden Restaurants, Inc. Stock Option and Long-Term
Incentive Conversion Plan, as amended (incorporated
herein by reference to Exhibit 10(c) to the Company's
Annual Report on Form 10-K for the fiscal year ended
May 26, 1996)
*10(d) Supplemental Pension Plan of Darden Restaurants,
Inc. (incorporated herein by reference to Exhibit 10(d)
to the Company's Registration Statement on Form 10
effective May 5, 1995)
*10(e) Executive Health Plan of Darden Restaurants, Inc.
(incorporated herein by reference to Exhibit 10(e) to
the Company's Registration Statement on Form 10
effective May 5, 1995)
*10(f) Stock Plan for Non-Employee Directors of Darden
Restaurants, Inc. (incorporated herein by reference to
Exhibit 10(f) to the Company's Registration Statement
on Form 10 Effective May 5, 1995)
i
<PAGE>
EXHIBITS
EXHIBIT
NUMBER TITLE
*10(g) Compensation Plan for Non-Employee Directors of
Darden Restaurants, Inc. (incorporated herein by
reference to Exhibit 10(g) to the Company's
Registration Statement on Form 10 effective May 5,
1995)
*10(h) Darden Restaurants, Inc. Management Incentive
Plan, as amended (incorporated herein by reference to
Exhibit 10(h) to the Company's Annual Report on Form
10-K for the fiscal year ended May 26, 1996)
*10(i) Benefits Trust Agreement dated as of October 3,
1995, between the Company and Norwest Bank Minnesota,
N.A., as Trustee
*10(j) Form of Management Continuity Agreement between
the Company and certain of its executive officers
11 Determination of Common Shares and Common Share
Equivalents
12 Computation of Ratio of Consolidated Earnings to Fixed
Charges
13 Portions of 1997 Annual Report to Stockholders
(incorporated by reference herein)
21 Subsidiaries of Darden Restaurants, Inc.
23 Independent Accountant's Consent
24 Powers of Attorney
27 Financial Data Schedule
- ------------------------------
* Items that are management contracts or compensatory plans or arrangements
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
ii
<PAGE>
DARDEN RESTAURANTS, INC.
BENEFITS TRUST AGREEMENT
This BENEFITS TRUST AGREEMENT entered into as of October 3, 1995, is
between Darden Restaurants, Inc., (the "Grantor") and Norwest Bank Minnesota,
N.A. (the "Trustee").
1. Purpose. The purpose of this trust (the "Trust"), is to provide a trust
account to (a) hold assets of the Grantor as a reserve for the discharge of the
Grantor's obligations to certain individuals (the "Beneficiaries") entitled to
receive cash settlements and/or benefits under the Management Continuity
Agreement(s) of Darden Restaurants, Inc. ("Darden"), and any other supplemental
benefits plan or deferred compensation plan that the Grantor so designates in
writing to the Trustee from time to time including those plans designated in
Exhibit A attached hereto and made a part hereof (the "Plans"), and (b) invest,
reinvest, disburse and distribute those assets and the earnings thereon as
provided hereunder and in the Plans.
2. Trust Corpus. The Grantor hereby transfers to the Trustee and the
Trustee hereby accepts and agrees to hold, in trust, the sum of Ten Dollars
($10.00) plus such cash and/or property, if any, transferred to the Trustee by
the Grantor or on behalf of the Grantor pursuant to obligations incurred under
any or all of the Plans and the earnings thereon, and such cash and/or property,
together with the earnings thereon and together with any other cash or property
received by the Trustee pursuant to Section 8(a) of this Trust Agreement, shall
constitute the trust estate and shall be held, managed and distributed as
hereinafter provided. The Grantor shall execute any and all instruments
necessary to vest the Trustee with full title to the property hereby
transferred.
<PAGE>
3. Grantor Trust. The Trust is intended to be a trust of which the Grantor
is treated as the owner for federal income tax purposes in accordance with the
provisions of Sections 671 through 679 of the Internal Revenue Code of 1986, as
amended (the "Code"). If the Trustee, in its sole discretion, deems it necessary
or advisable for the Grantor and/or the Trustee to undertake or refrain from
undertaking any actions (including, but not limited to, making or refraining
from making any elections or filings) in order to ensure that the Grantor is at
all times treated as the owner of the Trust for federal income tax purposes, the
Grantor and/or the Trustee will undertake or refrain from undertaking (as the
case may be) such actions. The Grantor hereby irrevocably authorizes the Trustee
to be its attorney-in-fact for the purpose of performing any act which the
Trustee, in its sole discretion, deems necessary or advisable in order to
accomplish the purposes and the intent of this Section 3. Grantor shall
indemnify and hold Trustee harmless in acting or refraining from acting in
accordance with the provisions of this Section 3.
4. Irrevocability of Trust. The Trust shall be irrevocable and may not be
altered or amended in any substantive respect, or revoked or terminated by the
Grantor in whole or in part, without the express written consent of a majority
of the Beneficiaries of the Trust; provided, however, that the Trust may be
amended, as may be necessary either (i) to obtain a favorable ruling from the
Internal Revenue Service with respect to the tax consequences of the
establishment and settlement of the Trust, or (ii) to make nonsubstantive
changes, which have no effect upon the amount of any Beneficiary's benefits, the
time of receipt of benefits, the identity of any recipient of benefits, or the
reversion of any assets to the Grantor prior to the Trustee's satisfaction of
all the Trustee's obligations hereunder; provided, further, that in the event of
a "Change of Control" the Trust may not be altered or amended in any substantive
respect, or
2
<PAGE>
revoked or terminated by the Grantor's successor unless a majority of the
Beneficiaries, determined as of the day before such Change in Control, agree in
writing to such an alteration, amendment, revocation or termination. For the
purpose of this Benefits Trust Agreement, a Change of Control" shall mean an
event required to be reported in response to Item 1(a) of the Current Report of
a Form 8-K of the Grantor, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Securities and Exchange Act of 1934 (the "Exchange Act");
provided that, without limitation, such a "Change of Control" shall be deemed to
have occurred if: (i) a third person, including a "group" as defined in Section
13(d)(3) of the Exchange Act, becomes the beneficial owner, directly or
indirectly, of 15% or more of the combined voting power of the Grantor's
outstanding voting securities ordinarily having the right to vote for the
election of directors of the Grantor; or (ii) individuals who constitute the
Board of Directors of the Grantor as of the date hereof (the "Incumbent Board")
cease for any reason to constitute at least two-thirds thereof, provided that
any person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Grantor's stockholders, was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board shall
be, for purposes of this clause (ii), considered as though such persons were a
member of the Incumbent Board. The Grantor shall give Trustee notice of a Change
of Control and Trustee may rely on such notice if given in accordance with
Section 14(a) of this Trust Agreement. Trustee shall have no duty to inquire
whether a Change of Control has occurred.
5. Investment of Trust Assets.
(a) Subject to the provisions of paragraph (b) below, until the Trustee has
distributed all of the assets of the Trust in accordance with the terms hereof,
the Trustee shall
3
<PAGE>
invest and reinvest such assets (without regard to any state law limiting the
investment powers of fiduciaries) in such securities and other property as the
Trustee deems advisable, considering the probable safety of the assets of the
Trust and, where appropriate, the liquidity of the assets of the Trust and the
probable income (including capital appreciation potential) from any such
investment. Accordingly, the Trustee is specifically authorized to acquire, for
cash or on credit, every kind of property, real, personal or mixed, and to make
every kind of investment, specifically including, but not limited to, corporate
and governmental obligations of every kind, preferred or common stocks,
securities of any regulated investment company or trust, interests in common
trust funds now or hereafter established by a corporate trustee, and property in
which the Trustee owns an undivided interest in any other trust capacity. The
Trustee is expressly authorized and empowered to purchase such insurance in its
own name (and with itself as the beneficiary) as it shall determine to be
necessary or advisable to advance the purposes of the Trust and the interests of
the Beneficiaries.
(b) The Trustee shall invest and reinvest the assets of the Trust in
accordance with such investment objectives, guidelines, restrictions or
directions as the Grantor may furnish to the Trustee at the time of the
execution of this Trust or at any later date; provided, however that if there is
a Change in Control the Trust's investment objections, guidelines, restrictions
or directions may not be changed by the Grantor's successor unless a majority of
the Beneficiaries, determined as of the day before such Change in Control,
agree, in writing, to such a change.
6. Distribution of Trust Assets.
(a) Subject to the provisions of paragraph (b) below, at such time as a
Beneficiary is entitled to a payment under any of the Plans, the Beneficiary
shall be entitled to receive from
4
<PAGE>
the Trust (i) an amount in cash equal to the amount to which the Beneficiary is
entitled under the Plan or Plans at such time, less (ii) any payments previously
made to the Beneficiary by the Grantor with respect to such amount pursuant to
the terms of the Plans. The commencement of payments from the Trust shall be
conditioned on the Trustee's prior receipt of a written instrument from the
Beneficiary in a form satisfactory to the Trustee containing representations as
to (A) the amount to which the Beneficiary is entitled under the Plans, (B) the
fact that the Beneficiary has requested the payment of such amount from the
Grantor pursuant to the terms of the Plans, (C) the amount, if any, the
Beneficiary has received from the Grantor under the Plans with respect to such
amount, and (D) the amount to be paid to the Beneficiary by the Trust (i.e., the
difference between (A) and (C) above). All payments to a Beneficiary from the
Trust shall be made in accordance with the provisions of the applicable Plan.
Grantor shall indemnify and hold Trustee harmless in making any payment in
accordance with the provisions of this paragraph.
(b) The Trustee shall make or commence payment to the Beneficiary in
accordance with the Beneficiary's representations not later than 20 business
days after its receipt thereof; provided, however, that before the Trustee makes
or commences any such payment and not later than 7 business days after its
receipt of the Beneficiary's representations, the Trustee may request in writing
the Grantor's agreement that the Beneficiary's representations are accurate with
respect to the amount, fact, and time of payment to the Beneficiary. The Trustee
shall enclose with such request a copy of the Beneficiary's representations and
written advice to the Grantor that it must respond to the Trustee's request on
or before the 20th day (which date shall be set forth in such written advice)
after the Beneficiary furnished such representations to
5
<PAGE>
the Trustee. If the Grantor, in a writing delivered to the Trustee, agrees with
the Beneficiary's representations in all respects, or if the Grantor does not
respond to the Trustee's request by the 20th day deadline, the Trustee shall
make payment in accordance with the Beneficiary's representations. If the
Grantor advises the Trustee in writing on or before the 20th day deadline that
it does not agree with any or all of the Beneficiary's representations, the
Trustee immediately shall take whatever steps it in its sole discretion, deems
appropriate, including, but not limited to, payment of any uncontested amount,
as well as a review of the notice furnished by the Grantor pursuant to paragraph
(e) hereof, to attempt to resolve the difference(s) between the Grantor and the
Beneficiary. If, however, the Trustee is unable to resolve such difference(s) to
its satisfaction within 60 business days after its receipt of the Beneficiary's
representations, the Trustee shall make payment at such time and in such form
and manner as is allowed under the Plans as of the date first stated above and
as the Trustee, in its sole discretion, selects. Grantor shall indemnify and
hold Trustee harmless in making or refraining from making any payment in
accordance with the provisions of this paragraph.
(c) Notwithstanding any other provision of the Trust Agreement to the
contrary, the Trustee shall make payments hereunder before such payments are
otherwise due under the provisions of paragraph (b) above and after a Change in
Control if it determines, based on a change in the tax or revenue laws of the
United States of America, a published ruling or similar announcement issued by
the Internal Revenue Service, a regulation issued by the Secretary of the
Treasury or his delegate, or a decision by a court of competent jurisdiction
involving a Beneficiary, or a closing agreement made under Code Section 7121
that is approved by the Internal Revenue Service and involves a Beneficiary,
that a Beneficiary has recognized or will
6
<PAGE>
recognize income for federal income tax purposes with respect to amounts that
are or will be payable to the Beneficiary under the Plans.
(d) Unless (contemporaneously with the Beneficiary's submission of the
written instrument referred to in paragraph (a) hereof) a Beneficiary furnishes
documentation in form and substance satisfactory to the Trustee that no
withholding is required with respect to a payment to be made to the Beneficiary
from the Trust, the Trustee may deduct from any such payment any federal, state
or local taxes required by law to be withheld by the Trustee.
(e) The Trustee shall provide the Grantor with written confirmation of the
fact and time of any commencement of payments hereunder within 10 business days
after any payments commence to a beneficiary. The Grantor shall notify the
Trustee in the same manner of any payments it commences to make to a Beneficiary
pursuant to the Plans.
(f) Grantor shall indemnify and hold Trustee harmless in making or
refraining from making any payment or any calculations in accordance with the
provisions of this Section 6, in particular but not limited to (i) making
payments to one Beneficiary before payments are made to other Beneficiaries, and
(ii) making payments without determination of whether there are sufficient
assets in the Trust to satisfy the known or unknown claims of all of the
Beneficiaries.
7. Termination of the Trust and Reversion of Trust Assets. The Trust shall
terminate upon the first to occur of (i) the payment by the Grantor of all
amounts due the Beneficiaries under each of the Plans and the receipt by the
Trustee of a release to that effect from each of the Beneficiaries with respect
to payments made to the Beneficiaries or (ii) the twenty-first anniversary of
the death of the last survivor of the Beneficiaries who are in being on the date
of
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the execution of this Trust Agreement. Upon termination of the Trust, any and
all assets remaining in the Trust, after the payment to the Beneficiaries of all
amounts to which they are entitled and after payment of the expenses and
compensation in Sections 10 and 15(i) of this Trust Agreement, shall revert to
the Grantor and the Trustee shall promptly take such action as shall be
necessary to transfer any such assets to the Grantor. Notwithstanding the above,
the Grantor shall be obligated to take whatever steps are necessary to ensure
that the Trust is not terminated for a period of five (5) years following a
Change in Control, such steps to include, but not being limited to, the transfer
to the Trustee of cash or other assets pursuant to the provisions of Section
8(a) hereof.
8. Powers of the Trustee. To carry out the purposes of the Trust and
subject to any limitations herein expressed, the Trustee is vested with the
following powers until final distribution, in addition to any now or hereafter
conferred by law affecting the trust or estate created hereunder. In exercising
such powers, the Trustee shall act in a manner reasonable and equitable in view
of the interests of the Beneficiaries and in a manner in which persons of
ordinary prudence, diligence, discretion and judgment would act in the
management of their own affairs.
(a) Receive and Retain Property. To receive and retain any property
received at the inception of the Trust or at any other time, whether
or not such property is unproductive of income or is property in which
the Trustee owns an undivided interest in any other trust capacity.
(b) Dispose of, Develop, and Abandon Assets. To dispose of an asset, for
cash or on credit, at public or private sale and, in connection with
any sale or disposition, to
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give such warranties and indemnifications as the Trustee shall
determine; to manage, develop, improve, exchange, partition, change
the character of or abandon a Trust asset or any interest therein.
(c) Borrow and encumber. To borrow money for any Trust purpose upon such
terms and conditions as may be determined by the Trustee; to obligate
the Trust or any part thereof by mortgage, deed of trust, pledge or
otherwise, for a term within or extending beyond the term of the
Trust.
(d) Lease. To enter for any purpose into a lease as lessor or lessee, with
or without an option to purchase or renew, for a term.
(e) Grant or Acquire Options. To grant or acquire options and rights of
first refusal involving the sale or purchase of any Trust assets,
including the power to write covered call options listed on any
securities exchange.
(f) Powers Respecting Securities. To have all the rights, powers,
privileges and responsibilities of an owner of securities, including,
without limiting the foregoing, the power to vote, to give general or
limited proxies, to pay calls, assessments, and other sums; to assent
to, or to oppose, corporate sales or other acts; to participate in, or
to oppose, any voting trusts, pooling agreements, foreclosures,
reorganizations, consolidations, mergers and liquidations, and, in
connection therewith, to give warranties and indemnifications and to
deposit securities with and transfer title to any protective or other
committee; to exchange, exercise or sell stock subscription or
conversion rights; and, regardless of any limitations elsewhere in
this instrument relative to investments by the Trustee, to
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accept and retain as an investment hereunder any securities received
through the exercise of any of the foregoing powers.
(g) Use of Nominee. To hold securities or other property in the name of
the Trustee, in the name of a nominee of the Trustee, or in the name
of a custodian (or its nominee) selected by the Trustee, with or
without disclosure of the Trust, the Trustee being responsible for the
acts of such custodian or nominee affecting such property.
(h) Advance Money. To advance money for the protection of the Trust, and
for all expenses, losses and liabilities sustained or incurred in the
administration of the Trust or because of the holding or ownership of
any Trust assets, for which advances, with interest, the Trustee has a
lien on the Trust assets as against the Beneficiaries.
(i) Pay, Contest or Settle Claims. To pay, contest or settle any claim by
or against the Trust by compromise, arbitration or otherwise; to
release, in whole or in part, any claim belonging to the Trust to the
extent that the claim is uncollectible. Notwithstanding the foregoing,
the Trustee may only pay or settle a claim asserted against the Trust
by the Grantor if it is compelled to do so by a final order of a court
of competent jurisdiction.
(j) Litigate. To prosecute or defend actions, claims or proceedings for
the protection of Trust assets and of the Trustee in the performance
of its duties.
(k) Employ Advisers and Agents. To employ persons, corporations or
associations, including attorneys, auditors, investment advisers or
agents, even if they are
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associated with the Trustee, to advise or assist the Trustee in the
performance of its administrative duties; to act without
independent investigation upon their recommendations.
(l) Use Custodian. If no bank or trust company is acting as Trustee
hereunder, the Trustee shall appoint a bank or trust company to act as
custodian (the "Custodian") for securities and any other Trust assets.
Any such appointment shall terminate when a bank or trust company
begins to serve as Trustee hereunder. The Custodian shall keep the
deposited property, collect and receive the income and principal, and
hold, invest, disburse or otherwise dispose of the property or its
proceeds (specifically including selling and purchasing securities,
and delivering securities sold and receiving securities purchased)
upon the order of the Trustee.
(m) Execute Documents. To execute and deliver all instruments which will
accomplish or facilitate the exercise of the powers vested in the
Trustee.
(n) Grant of Powers Limited. The Trustee is expressly prohibited from
exercising any powers vested in it primarily for the benefit of the
Grantor rather than for the benefit of the Beneficiaries. The Trustee
shall not have the power to purchase, exchange, or otherwise deal with
or dispose of the assets of the Trust for less than adequate and full
consideration in money or money's worth.
(o) Deposit Assets. To deposit Trust assets in commercial, savings or
savings and loan accounts (including such accounts in a corporate
Trustee's banking department) and to keep such portion of the Trust
assets in cash or cash balances
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as the Trustee may, from time to time, deem to be in the best
interests of the Trust, without liability for interest thereon.
9. Resignation of Trustee and Appointment of Successor Trustee. Each
Trustee shall have the right to resign upon 30 days' advance written notice to
the Grantor, during which time the Grantor shall appoint a "Qualified Successor
Trustee." If no Qualified Successor Trustee accepts such appointment, the
resigning Trustee shall petition a court of competent jurisdiction for the
appointment of a "Qualified Successor Trustee." For this purpose, a "Qualified
Successor Trustee" may be an individual or a corporation but may not be the
Grantor, any entity or person who would be a "related or subordinate party" to
the Grantor within the meaning of Section 672(c) of the Code or a corporation
that would be a member of an "affiliated group" of corporations including the
Grantor within the meaning of Section 1504(a) of the Code if the words "80
percent" wherever they appear in that section were replaced by the words "50
percent." Upon the written acceptance by the Qualified Successor Trustee of the
trust and upon approval of the resigning Trustee's final account by those
entitled thereto, the resigning Trustee shall be discharged.
10. Trustee Compensation. The Trustee shall be entitled to receive as
compensation for its services hereunder the compensation (a) as negotiated and
agreed to by the Grantor and the Trustee, or (b) if not negotiated or if the
parties are unable to reach agreement, as allowed a trustee under the laws of
the State of Minnesota in effect at the time such compensation is payable. Such
compensation shall be paid by the Grantor; provided, however, that to the extent
such compensation is not paid by the Grantor, subject to the provisions of
Section 15(i) hereof, it shall be charged against and paid from the Trust and
the Grantor shall reimburse the Trust for
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any such payment made from the Trust within 30 days of its receipt from the
Trustee of written notice of such payment.
11. Trustee's Consent to Act and Indemnification of the Trustee. The
Trustee hereby grants and consents to act as Trustee hereunder. The Grantor
agrees to indemnify the Trustee and hold it harmless from and against all
claims, liabilities, legal fees and expenses that may be asserted against it,
otherwise than on account of the Trustee's own negligence or willful misconduct
(as found by a final judgment of a court of competent jurisdiction) by reason of
the Trustee's taking or refraining from taking any action in connection with the
Trust, whether or not the Trustee is a party to a legal proceeding or otherwise.
12. Prohibition Against Assignment. No Beneficiary shall have any preferred
claim on, or any beneficial ownership interest in, any assets of the Trust
before such assets are paid to the Beneficiary as provided in Section 6, and all
rights created under the Trust and the Plans shall be unsecured contractual
rights of the Beneficiary against the Grantor. No part of, or claim against, the
assets of the Trust may be assigned, anticipated, alienated, encumbered,
garnished, attached or in any other manner disposed of by any of the
Beneficiaries, and no such part or claim shall be subject to any legal process
or claims of creditors of any of the Beneficiaries.
13. Annual Accounting. The Trustee shall keep accurate and detailed
accounts of all investments, receipts and disbursements and other transactions
hereunder, and, within ninety days following the close of each calendar year,
and within ninety days after the Trustee's resignation or termination of the
Trust as provided herein, the Trustee shall render a written account of its
administration of the Trust to the Grantor by submitting a record of receipts,
investments, disbursements, distributions, gains, losses, assets on hand at the
end of accounting
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period and other pertinent information, including a description of all
securities and investments purchased and sold during such calendar year. Written
approval of an account shall, as to all matters shown in the account, be binding
upon the Grantor and shall forever release and discharge the Trustee from any
liability or accountability. The Grantor will be deemed to have given written
approval if the Grantor does not object in writing to the Trustee within one
hundred and twenty days after the date of receipt of such account from the
Trustee. The Trustee shall be entitled at any time to institute an action in a
court of competent jurisdiction for a judicial settlement of its account.
14. Notices. Any notice or instructions required under any of the
provisions of this Trust Agreement shall be deemed effectively given only if
such notice meets the following requirements:
(a) Notice of a Change in Control pursuant to Section 4 of this Trust
Agreement shall be in writing and signed as to the Grantor by any Board-elected
officer. For this purpose, Grantor shall provide Norwest with a current list of
Board-elected officers, together with specimen copies of their signatures,
within twenty days of the date this trust Agreement is executed, and shall
update such list in the event of any change. Trustee may rely exclusively on the
latest list that it has received to determine who is authorized to give notice
under this Section 14(a), regardless of the date it was last updated, and
Grantor shall indemnify and hold Norwest harmless for any action taken or not
taken in reliance on such list. In the event Trustee receives notice of a Change
in Control, Trustee may, in its sole discretion, request written confirmation of
such notice from the Grantor, with or without attestation by the Secretary or an
Assistant Secretary of the Grantor.
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(b) Subject to the notice requirements of Section 14(a) and any notice
given in connection with receipt by the Trustee of any cash or property in
accordance with Section 8(a), any notice or instructions required under any
provisions of this Trust Agreement shall be in writing and signed, as to
Grantor, by either the Chairman, President or Treasurer and attested by the
Secretary or an Assistant Secretary and as to the Trustee, by an authorized
officer, and is delivered personally or by certified or registered mail, return
receipt requested and postage prepaid, addressed to the addresses as set forth
below of the parties hereto. The addresses of the parties are as follows:
(i) The Grantor:
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, FL 32809
Attention: General Counsel
(ii) The Trustee:
Norwest Bank Minnesota, N.A.
6th Street and Marquette Avenue
Minneapolis, MN 55479-0035
Attention: Jill Greene
For purposes of this Section 14, the Trustee shall treat any facsimile notice or
instructions received by telecopy as if it were an originally executed notice or
instructions if it otherwise meets the requirements of Section 14(a) or 14(b),
as the case may be.
15. Miscellaneous Provisions.
(a) This Trust Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota applicable to contracts made and to be
performed therein and the Trustee shall not be required to account in any court
other than one of the courts of such state.
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(b) All section headings herein have been inserted for convenience of
reference only and shall in no way modify, restrict or affect the meaning or
interpretation of any of the terms or provisions of this Trust Agreement.
(c) This Trust Agreement and the Letter of Understanding dated October 3,
1995 attached hereto as Exhibit B and made a part hereof are intended as a
complete and exclusive statement of the agreement of the parties hereto,
supersede all previous agreements or understandings among them and may not be
modified or terminated orally.
(d) The term "Trustee" shall include any successor Trustee.
(e) If a Trustee or Custodian hereunder is a bank or trust company, any
corporation resulting from any merger, consolidation or conversion to which such
bank or trust company may be a party, or any corporation otherwise succeeding
generally to all or substantially all of the assets or business of such bank or
trust company, shall be the successor to it as Trustee or custodian hereunder,
as the case may be without the execution of any instrument or any further action
on the part of any party hereto.
(f) If any provision of this Trust Agreement shall be invalid and
unenforceable, the remaining provisions hereof shall subsist and be carried into
effect.
(g) The Plans are by this reference expressly incorporated herein and made
a part hereof with the same force and effect as if fully set forth at length.
(h) The assets of the Trust shall be subject only to the claims of the
Grantor's general creditors in the event of the Grantor's bankruptcy or
insolvency. The Grantor shall be considered "bankrupt" or "insolvent" if the
Grantor is (A) unable to pay it debts when due or (B) engaged as a debtor in a
proceeding under the Bankruptcy Code, 11 U.S.C. Section 101 et seq.
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The Board of Directors and the chief executive officer of the Grantor must
notify the Trustee of the Grantor's bankruptcy or insolvency within three (3)
business days following the occurrence of such event. Upon receipt of such a
notice, or, upon receipt of a written allegation from a person or entity
claiming to be a creditor of the grantor that the Grantor is bankrupt or
insolvent, the Trustee shall discontinue payments to Beneficiaries. The Trustee
shall, as soon as practicable after receipt of such notice or written
allegation, or such other information as it deems appropriate, that the Grantor
is bankrupt or insolvent. If the Trustee determines, based on such notice,
written allegation, or such other information as it deems appropriate, that the
Grantor is bankrupt or insolvent, the Trustee shall hold the assets of the Trust
for the benefit of the Grantor's general creditors, and deliver any
undistributed assets to satisfy the claims of such creditors a court of
competent jurisdiction may direct. The Trustee shall resume payments to
Beneficiaries only after it has determined that the Grantor is not bankrupt or
insolvent, or is no longer bankrupt or insolvent (if the Trustee determined that
the Grantor was bankrupt or insolvent), or pursuant to an order of a court of
competent jurisdiction. Unless the Trustee has actual knowledge of the Grantor's
bankruptcy or insolvency, the Trustee shall have no duty to inquire whether the
Grantor is bankrupt or insolvent. The Trustee may in all events rely on such
evidence concerning the Grantor's solvency as may be furnished to the Trustee
which give the Trustee a reasonable basis for making a determination concerning
the Grantor's solvency.
If the Trustee discontinues payment of benefits from the Trust pursuant to
this Section 15(h) and subsequently resumes such payments, the first payment
following such discontinuance shall include the aggregate amount of all payments
which would have been made to each Beneficiary (together with interest) during
the period of such discontinuance, less the aggregate
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<PAGE>
amount of payments made to the Beneficiary by the Grantor in lieu of the
payments provided for hereunder during any such period of discontinuance.
(i) Any and all taxes, expenses (including, but not limited to, the
Trustee's compensation) and costs of litigation relating to or concerning the
adoption, administration and termination of the Trust shall be borne and
promptly paid by the Grantor; provided, however, that, to the extent such taxes,
expenses and costs relating to the Trust are due and owing and are not paid by
the Grantor, they shall be charged against and paid from the Trust, and the
Grantor shall reimburse the Trust for any such payment made from the Trust
within 30 days of its receipt from the Trustee of written notice of such
payment.
(j) Any reference hereunder to a Beneficiary shall expressly be deemed to
include, where relevant, the beneficiaries of a Beneficiary duly appointed under
the terms of the Plans. A Beneficiary shall cease to have such status once any
and all amounts due such Beneficiary under the Plan have been satisfied.
(k) Any reference hereunder to the Grantor shall expressly be deemed to
include the Grantor's successor and assigns.
(l) Whenever used herein, and to the extent appropriate, the masculine,
feminine or neuter gender shall include the other two genders, the singular
shall include the plural and the plural shall include the singular.
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IN WITNESS WHEREOF, the Grantor has executed this TRUST AGREEMENT this 3rd
day of October, 1995, subject that this Agreement shall not become of force and
effect until signed hereafter by the Trustee in Minneapolis, Minnesota.
GRANTOR:
DARDEN RESTAURANTS, INC.
Attest:
/s/James O. McIntosh By: /s/Clarence Otis, Jr.
- ------------------------ -------------------------------
Name: James O. McIntosh Name: Clarence Otis, Jr.
------------------- -----------------------------
Title: Assistant Secretary Title: Vice President, Treasurer
----------------------------
IN WITNESS WHEREOF, the Trustee has executed this TRUST AGREEMENT this
17th day of October, 1995 in Minneapolis, Minnesota.
TRUSTEE:
NORWEST BANK MINNESOTA, N.A.
Attest:
/s/Donna K. Dickinson By: /s/ Jill Greene
- ------------------------- -------------------------------
Name: Donna K. Dickinson Name: Jill Greene
-------------------- -----------------------------
Title: Vice President Title: Assistant Vice President
------------------- ----------------------------
19
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MANAGEMENT CONTINUITY AGREEMENT
(as amended)
THIS MANAGEMENT CONTINUITY AGREEMENT (the "Agreement") between Darden
Restaurants, Inc., a Florida corporation (the "Corporation"), and
(the "Executive"), is hereby entered into as of
, 19 (the "date hereof").
WITNESSETH:
WHEREAS, the Corporation wishes to attract and retain well-qualified
executive and key personnel and to assure both itself and the Executive of
continuity of management in the event of any Change of Control (as defined in
Section 2) of the Corporation;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Corporation and the
Executive as follows:
1. Operation of Agreement. The "Effective Date" of this Agreement shall be
the date during the Contract Period (as defined in Section 3) on which a Change
of Control occurs.
2. Change of Control. For the purpose of this Agreement, a "Change of
Control" shall mean an event during the Contract Period required to be reported
in response to Item 1(a) of the Current Report of a Form 8-K, as in effect on
the date hereof, pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934 (the "Exchange Act"); provided that, without limitation, such a
"Change of Control" shall be deemed to have occurred if: (i) a person, including
a "group" as defined in Section 13(d)(3) of the Exchange Act, becomes the
beneficial owner, directly or indirectly, of 20% or more of the combined voting
power of the Corporation's outstanding voting securities ordinarily having the
right to vote for the election of directors of the Corporation; or (ii)
individuals who constitute the Board of Directors
<PAGE>
of the Corporation as of the date hereof (the "Incumbent Board") cease for any
reason to constitute at least two-thirds thereof, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Corporation's stockholders, was approved by a vote of at
least three-quarters of the directors comprising the Incumbent Board shall be,
for purposes of this clause (ii), considered as though such persons were a
member of the Incumbent Board.
3. Contract Period. The "Contract Period" is the period commencing on the
date hereof and ending on the second anniversary of such date; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (the date one year after the date hereof, and
each annual anniversary of such date, is hereinafter referred to as the "Renewal
Date"), the Contract Period shall be automatically extended so as to terminate
two years from such Renewal Date, unless at least 60 days prior to the Renewal
Date the Corporation shall give notice that the Contract Period shall not be so
extended subject however that any failure of the Corporation to give such notice
shall not limit or reduce in any manner the rights and benefits of the Executive
contained in this Agreement if a Change of Control has occurred during a
Contract Period and, in such event, notwithstanding that a Contract Period may
have ended, the rights and benefits of the Executive shall continue in full
force and effect until all obligations of the Corporation to the Executive under
this Agreement have been met and satisfied.
4. Certain Definitions.
(a) Cause. The Executive's employment may be terminated for Cause if a
majority of the Board of Directors, after the Executive shall have been afforded
a reasonable opportunity to appear in person before the Board of Directors and
to present such evidence as the Executive deems appropriate, determines that
Cause exists. For purposes of this Agreement, "Cause" means (i) an act or acts
of fraud or misappropriation on the Executive's part which result in or are
intended to result in
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<PAGE>
his or her personal enrichment at the expense of the Corporation and which
constitute a criminal offense under State or Federal laws, (ii) conviction of a
felony, or (iii) a physical or mental disability which materially interferes
with the capacity of the Executive in fulfilling his or her responsibilities and
which will qualify the Executive for disability benefits from a
Corporation-sponsored plan.
(b) Good Reason. For purposes of this Agreement, "Good Reason" means
(i) without the express written consent of the Executive (A) the
assignment to the Executive of any duties inconsistent in any substantial
respect with the Executive's position, authority or responsibilities as in
effect during the 90-day period immediately preceding the Effective Date of
this Agreement, or (B) any other substantial adverse change in such
position (including titles), authority, or responsibilities; or
(ii) any failure by the Corporation to furnish the Executive with
compensation and benefits at a level equal to or exceeding those received
by the Executive from the Corporation during the 90-day period preceding
the Effective Date of this Agreement, including a failure by the
Corporation to maintain its policy of paying retirement and supplemental
savings plan benefits which would be payable under the retirement plan(s)
of the Corporation but for the limits imposed by the Employee Retirement
Income Security Act of 1974, as may be amended ("ERISA"), other than an
insubstantial and inadvertent failure remedied by the Corporation promptly
after receipt of notice thereof given by the Executive; or
(iii) the Corporation's requiring the Executive to be based or to
perform services at any office or location other than that at which the
Executive is based at the Effective Date of this Agreement, except for
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<PAGE>
travel reasonably required in the performance of the Executive's
responsibilities; or
(iv) any failure by the Corporation to obtain the assumption and
agreement to perform this Agreement by a successor as contemplated by
Section 10(b); or
(v) any failure by the Corporation to deposit amounts which may become
payable to the Executive to the Trustee as contemplated by Section 8.
For purposes of this Section 4(b), any determination of "Good Reason" made
by the Executive shall be conclusive.
(c) Notice of Termination. Any termination by the Corporation for
Cause or by the Executive for Good Reason or otherwise shall be
communicated by Notice of Termination to the other party hereto given in
accordance with Section 10(b). For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive's employment under the provision so
indicated (provided, however, that any Notice of Termination given by (i)
the Executive during a 30 day period commencing the first day and ending on
the 31st day after one year from the Effective Date, or (ii) by the
Corporation more than two years after the Effective Date, need not set
forth any such basis for termination) and (iii) if the termination date is
other than the date of receipt of such notice, specifies the termination
date (which date shall be not more than 15 days after the giving of such
notice).
(d) Date of Termination. "Date of Termination" means the date of
receipt of the Notice of Termination or any later date specified therein,
as the case may be.
5. Obligations of the Corporation upon Termination.
4
<PAGE>
(a) Good Reason and other than for Cause Subject to the limitations of
Section 5(b), if:
(i) within two years after the Effective Date of this Agreement,
the Corporation shall terminate the Executive's employment for any
reason other than for Cause; or
(ii) within two years after the Effective Date of this Agreement,
the Executive shall terminate his employment for Good Reason:
(I) the Corporation shall pay to the Executive in a lump sum
in cash within 20 business days after the Date of Termination the
aggregate of the amounts determined pursuant to the following
clauses (A), (B) and (C) but reduced if required under the
provisions in Clause (D), as follows:
(A) if not theretofore paid, the Executive's Base
Salary through the Date of Termination at the rate in effect
at the time the Notice of Termination was given, plus a
bonus, determined in accordance with the provisions of the
following clause (B)(ii), for that fraction of the fiscal
year completed as of the date the Notice of Termination was
given; and
(B) three times the sum of (i) the Executive's annual
base salary at the rate in effect at the time the Notice of
Termination was given and (ii) an amount equal to the
highest bonus paid to the Executive by the Corporation or
its predecessor in any of the preceding three fiscal years;
and
5
<PAGE>
(C)during the period of three years following the Date
of Termination (this period of time from the Date of
Termination is hereinafter referred to as the "Unexpired
Period"), the Corporation shall continue to provide all
benefits which the Executive and/or his spouse is or would
have been entitled to receive under all present and
post-retirement medical, dental, vision, disability,
executive life, group life, accidental death and other
programs of the Corporation, including additional benefit
service under the applicable retirement plan of the
Corporation equal to the "Unexpired Period," in each case on
a basis providing the Executive or his spouse with benefits
at least equal to those provided by the Corporation for the
Executive under such plans and programs in effect at any
time during the 90-day period immediately preceding the
Effective Date of this Agreement, subject that (i) if an
Executive is terminated under the provisions of Section 5(a)
or Section 5(b), and at the Date of Termination the
Executive would not qualify for post-retirement benefits
under the plans and programs then in effect during such
90-day period for the reason that the Executive has not
reached his 55th birthday, the Executive shall nevertheless
be entitled to such benefits equal to the benefits such
Executive would have received if the Executive was of the
age of 55 at
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<PAGE>
the Date of Termination; and (ii) the Executive and/or his
spouse, as the case may be, shall receive supplemental
periodic payments equal to retirement and savings plan
benefits which would be payable under the applicable
retirement plan of the Corporation but for limits imposed by
ERISA, calculated as if the Executive (a) had been employed
to the end of the Unexpired Period; (b) had retired at the
age he would have attained at the end of the Unexpired
Period; and (c) had earnings to the end of the Unexpired
Period at a rate equal to the rate of Executive's total
compensation for the calendar year prior to the Effective
Date of this Agreement.
(D) In the event that the Executive would otherwise
become entitled to any or all of the specified payments
under clauses (A), (B) or (C) of this Section 5(a)(i) or
under Section 5(b) or to any other payments or benefits to
be received by the Executive in connection with a Change of
Control of the Corporation or the Executive's termination of
employment (pursuant to the terms of any plan, stock option,
restricted stock, stock performance units, or other benefits
or arrangement or agreement with the Corporation, or any
person or entity whose actions result in a Change of Control
of the Corporation, or any person or entity affiliated with
the Corporation which together with the payments or
7
<PAGE>
benefits under Section 5(a) or Section 5(b) constitute the
"Total Payments" and such Total Payments (or any part
thereof) are "parachute payments" within the meaning of
section 280G(b)(2) of the Code, then all "excess parachute
payments" within the meaning of section 280G(b)(1) of the
Code which are subject to the Excise Tax, and/or any similar
tax that may hereafter be imposed by the federal or any
state or local government (the "Excise Tax"), shall be
reduced by an amount required to eliminate by a margin of
$1,000.00 any liability for the tax under Section 4999 of
the Code or any Excise tax. Such reduction shall first be
applied to the amount determined under Clause B and then
only to payments under Clauses A or C or the payments under
Section 5(b) SUBJECT that such reduction shall not cause (i)
the payment determined under Section 5(a) to be less than
the payment under Section 5(b) and (ii) that the payment
determined under Section 5(b) to be less than an amount
equal to six months "annual base salary" and one-half of the
"bonus" pursuant to Section 5(a)B. If the reduction would
cause the payment to be less than specified in the preceding
clause (i) or (ii), then an additional "gross up" amount
shall be paid to the executive for any liability for an
Excise Tax resulting from meeting the minimum payment called
for under
8
<PAGE>
clause (i) or (ii). The amounts, reductions and payments
including a "gross up" for an Excise Tax, pursuant to the
preceding shall be determined by the Corporation's
independent public accountants serving prior to the Change
of Control. If such accountants determine one or more
options which will meet the foregoing provisions the 20
business day period specified in paragraph 5(a)(iii)(l)
shall be extended and the Executive shall be fully advised
in writing thereof within 30 calendar days of a Change in
Control and the choice of any such option shall be the sole
prerogative of the Executive. The Executive shall thereupon
advise the Corporation in writing within such 30 days as to
the Option being chosen by the Executive and (i) such
decision shall be binding on the Corporation and (ii) the
payments called for shall be made by the Corporation to the
Executive within five business days.
(b) By the Executive in accordance with the second (i) of subparagraph
(c) of Section 4 (as amended) or by the Corporation more than two years
after the Effective Date. If the Executive in accordance with the second
(i) of subparagraph (c) of Section 4 (as amended) or, the Corporation more
than two years after the Effective Date for any reason other than cause,
shall cause the termination of the Executive's employment, the Executive
shall be entitled to receive the benefits specified under Clauses (A), (B),
and (C) of Section (5)(a) (1) except that the words "three times" in Clause
(B), "three years" and "thirty-six" in Clause (B) shall be substituted by
"one times", "one year" and "twelve" respectively.
9
<PAGE>
6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive deferred compensation or other plan or program provided by the
Corporation or any of its affiliated companies and for which the Executive may
qualify, nor shall anything herein limit or otherwise affect such rights as the
Executive may have under any employment, stock option, performance units or
other agreements with the Corporation or any of its affiliated companies.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan or program of the Corporation or any of its affiliated
companies at or subsequent to the Date of Termination shall be payable in
accordance with such plan or program and shall not in any manner be included in
the determination of benefits calculated under Clauses (A) or (B) of Section
(a)(1).
7. Full Settlement. The Corporation's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim, recoupment, defense or other right which
the Corporation may have against the Executive or others or by any amounts
received by Executive from others. In no event shall the Executive be obligated
to seek other employment by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement. Subject to the
provisions of paragraph 8, the Corporation agrees to pay, to the full extent
permitted by law, all legal fees and expenses which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Corporation or others of the validity or enforceability of, or liability under
any provision of this Agreement or any guarantee of performance thereof, in each
case plus interest, compounded monthly, on the total unpaid amount determined to
be payable under this Agreement, such interest to be
10
<PAGE>
calculated on the basis of the "Prime Rate" as reported in the WALL STREET
JOURNAL during the period of such nonpayment plus 5%.
8. Trustee. The Corporation will establish a Supplemental Benefits Trust
(the "Trust") with Norwest Bank Minnesota, N.A. as Trustee to hold assets of the
Corporation under certain circumstances as a reserve for the discharge of the
Corporation's obligations under this Agreement and certain plans of deferred
compensation of the Corporation. In the event of a Change of Control as defined
in Section 2 hereof, the Corporation shall be obligated to immediately
contribute such amounts to the Trust as may be necessary to fully fund all
benefits payable under the Agreement. Executives shall have the right to demand
and secure specific performance of this provision. All assets held in the Trust
remain subject only to the claims of the Corporation's general creditors whose
claims against the Corporation are not satisfied because of the Corporation's
bankruptcy or insolvency (as those terms are defined in the Trust agreement).
The Executive does not have any preferred claim on, or beneficial ownership
interest in, any assets of the Trust before the assets are paid to the Executive
and all rights created under the Trust, as under this Agreement, are unsecured
contractual claims of the Executive against the Corporation. Except in the case
of a breach of fiduciary duty by the Trustee, (1) neither the Executive nor the
Executive's legal representatives, heirs or legatees shall have any claim or
right of action against the Trustee for the performance of its duties under the
Trust or the payment of the Corporation's obligations under this Agreement, and
(2) the Corporation shall not be liable for the payment of any legal fees or
expenses incurred by the Executive or his or her legal representatives, heirs or
legatees in pursuing any such action or claim against the Trustee.
In the event the funding of the Trust described in the preceding paragraph
does not occur, upon written demand by the Executive given at any time after a
Change of Control occurs, the Corporation shall deposit in trust with an
institutional trustee (the
11
<PAGE>
"Trustee") designated by the Executive in such demand amounts which may become
payable to the Executive pursuant to Section 5(a) or Section 5(b) with
irrevocable instructions to pay amounts to the Executive when due in accordance
with the terms of this Agreement. All charges of the Trustee shall be paid by
the Corporation. The Trustee shall be entitled to rely conclusively on the
Executive's written statement as to the fact that payments are due under this
Agreement and the amount of such payments. If the Trustee is not notified that
payments are due under this Agreement within two years and 60 days after receipt
of a deposit hereunder, all amounts deposited with the Trustees and earnings
with respect thereto shall be delivered to the Corporation on demand.
9. Successors. (a) This Agreement is personal to the Executive and without
the prior written consent of the Corporation shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives, heirs and legatees.
(b) This Agreement shall inure to the benefit of and be binding upon the
Corporation and its successors. The Corporation shall require any successor to
all or substantially all of the business and/or assets of the Corporation,
whether directly or indirectly, by purchase, merger, consolidation, acquisition
of stock, or otherwise, by an agreement in form and substance satisfactory to
the Executive, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent as the Corporation would be required to
perform if no such succession had taken place.
10. Miscellaneous. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified
12
<PAGE>
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.
(b) All notices and other communications
If to the Executive:
------------------------
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, FL 32809
If to the Corporation:
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
Attn.: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.
(d) The Corporation may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
(e) This Agreement contains the entire understanding with the Executive
with respect to the subject matter hereof.
(f) The employment of Executive by the Corporation may be terminated by
either the Executive or the Corporation at any time and for any reason. Nothing
contained in the Agreement shall affect such rights to terminate, provided,
however, that nothing in this Section 10(f) shall prevent the Executive from
receiving any
13
<PAGE>
amounts payable pursuant to Section 5(a) or Section 5(b) of this Agreement in
the event of a termination described in such Section 5(a) or 5(b).
11. Any dispute as to the terms or conditions of this Agreement or any
breach thereof, shall be subject to biding arbitration under the rules and
procedures of the American Arbitration Association. The arbitration shall be
held in Orlando, Florida and shall be decided by three arbitrators competent in
the subject of the dispute. Such proceeding shall be conducted under the rules
of commercial arbitration of the Association.
IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and,
pursuant to the authorization from its Board of Directors, the Corporation has
caused these presents to be executed in its name on its behalf, and its
corporate seal to be hereunder affixed and attested by its secretary or
assistant secretary, all as of the day and year first above written.
DARDEN RESTAURANTS, INC.
By
- --------------------------------- ----------------------------------
Its
---------------------------------
ATTEST:
------------------------------------
Secretary
---------------------------
(Seal)
14
<PAGE>
DARDEN RESTAURANTS, INC.
DETERMINATION OF COMMON SHARES AND COMMON SHARE EQUIVALENTS
(IN THOUSANDS)
Fiscal Year Ended
May 25, 1997 May 26, 1996 May 28, 1995
- --------------------------------------------------------------------------------
Computation of Shares:
Weighted average number of
shares outstanding.............. 155,600 158,700 158,000
Net shares resulting from the
assumed exercise of certain
stock options (a)............... 750(b) 2,600(c)
------- ------- -------
Total common shares and
common share equivalents........ 156,350 161,300 158,000(d)
======= ======= =======
- --------------------------------------------------------------------------------
NOTES TO EXHIBIT:
(a) Common share equivalents for the fiscal years ended May 25, 1997 and May
26, 1996, are computed by the "treasury stock" method. This method first
determines the number of shares issuable under stock options that had an
option price below the average market price for the period, and then
deducts the number of shares that could have been repurchased with the
proceeds of options exercised.
(b) Common share equivalents for the fiscal year ended May 25, 1997 are not
material, and their inclusion would have the effect of being antidilutive.
As a result, loss per share has been computed using the weighted average
number of shares outstanding of 155,600 for the year.
(c) Common share equivalents for the fiscal year ended May 26, 1996 are not
material. As a result, earnings per share has been computed using the
weighted average number of shares outstanding of 158,700 for the year.
(d) During the fiscal year ended May 28, 1995, the Company was not a separate,
independent company, but a wholly-owned subsidiary of General Mills. As
such, the number of shares used to compute earnings per share for the
fiscal year ended May 28, 1995 is based on the average number of General
Mills' common shares outstanding during the period and a distribution of
one share of the Company's common stock for each share of General Mills'
common stock outstanding.
<PAGE>
DARDEN RESTAURANTS, INC.
COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES
(HISTORICAL AND PRO FORMA)
<TABLE>
<CAPTION>
COMPUTATION OF RATIO OF HISTORICAL CONSOLIDATED EARNINGS TO FIXED CHARGES
FISCAL YEAR ENDED
- ------------------------------------------------------------------------------------------------------------------
MAY 25, MAY 26, MAY 28, MAY 29, MAY 30,
1997 1996 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------
($ AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Consolidated Earnings from Operations before
Restructuring and Asset Impairment Charges,
Cumulative Effect of Accounting Changes and
Income Taxes..................................... $ 75,401 $188,718 $164,446 $193,695 $191,706
Plus Fixed Charges................................. 39,582 40,822 42,685 38,304 33,597
Less Capitalized Interest.......................... (739) (2,007) (4,327) (4,087) (3,002)
-------- -------- -------- -------- --------
Consolidated Earnings from Operations before
Restructuring and Asset Impairment Charges,
Cumulative Effect of Accounting Changes and
Income Taxes Available to Cover Fixed Charges.... $114,244 $227,533 $202,804 $227,912 $222,301
======== ======== ======== ======== ========
Ratio of Consolidated Earnings to Fixed Charges.... 2.89 5.57 4.75 5.95 6.62
======== ======== ======== ======== ========
<CAPTION>
COMPUTATION OF RATIO OF PRO FORMA CONSOLIDATED EARNINGS TO FIXED CHARGES
FISCAL YEAR ENDED
- ------------------------------------------------------------------------------------------------------------------
MAY 25, MAY 26, MAY 28, MAY 29, MAY 30,
1997 1996 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------
($ AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Pro Forma Consolidated Earnings from Operations
before Restructuring and Asset Impairment
Charges, Cumulative Effect of Accounting
Changes and Income Taxes........................ $ 75,401 $188,718 $159,076 $188,325 $186,336
Plus Fixed Charges................................. 39,582 40,822 42,685 38,304 33,597
Less Capitalized Interest (739) (2,007) (4,327) (4,087) (3,002)
-------- -------- -------- -------- --------
Pro Forma Consolidated Earnings from Operations
before Restructuring and Asset Impairment
Charges, Cumulative Effect of Accounting
Changes and Income Taxes Available to Cover
Fixed Charges................................... $114,244 $227,533 $197,434 $222,542 $216,931
======== ======== ======== ======== ========
Ratio of Pro Forma Consolidated Earnings to Fixed
Charges......................................... 2.89 5.57 4.63 5.81 6.46
======== ======== ======== ======== ========
</TABLE>
For purposes of computing the ratio of consolidated earnings to fixed charges,
earnings represent consolidated pretax earnings from continuing operations plus
fixed charges (net of capitalized interest). Fixed charges represent interest
(whether expensed or capitalized) and 40 percent (the percent deemed
representative of the interest factor) of minimum restaurant lease payments for
continuing operations.
The pro forma adjustments to the historical consolidated statements of earnings
for each of the three fiscal years ended May 28, 1995 consist of (a) additional
annual general and administrative expenses of $5,370 which would have been
incurred by Darden as a separate publicly-held company, based on estimates by
the management of Darden and General Mills, and (b) the estimated income tax
benefit associated with the pro forma adjustment described in clause (a) above
at an assumed combined state and federal income tax rate of 39.8%.
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS
PAGE 12
MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Darden Restaurants was created as an independent publicly held company in
May 1995 through the spin-off of all of General Mills' restaurant operations to
its shareholders. Darden operates 1,182 RED LOBSTER, OLIVE GARDEN and BAHAMA
BREEZE restaurants in the U.S. and Canada and licenses 38 restaurants in Japan.
All of the restaurants in the U.S. and Canada are operated by the Company with
no franchising.
This discussion should be read in conjunction with the business information
and the Consolidated Financial Statements and related notes found elsewhere in
this report. For comparison in this discussion, fiscal years prior to 1996
include a pro forma annual pre-tax cost adjustment of $5.37 million to reflect
the estimated additional general and administrative expenses which would have
been incurred by Darden as a separate publicly held company. Darden's fiscal
year ends on the last Sunday in May.
REVENUES
Total revenues in 1997 were $3.17 billion, a one percent decrease from 1996
that included $16 million of sales from the discontinued CHINA COAST(R).
Total revenues in 1996 were $3.19 billion, a one percent increase from 1995
that included $71.1 million of sales from the discontinued CHINA COAST.
COSTS AND EXPENSES
Food and beverage costs for 1997 were 34.0 percent of sales, an increase of
0.7 percentage points from 1996 and a decline of 0.6 percentage points from
1995. The increase over 1996 primarily resulted from the repositioning strategy
at RED LOBSTER, initiated in the second quarter, that lowered check averages and
improved food.
Restaurant labor was higher for 1997 at 32.1 percent of sales against 29.9
percent for 1996 and 29.5 percent in 1995. The increase was due to wage-rate
inflation, reduced same-store sales at RED LOBSTER, additional training
initiatives to improve service at both RED LOBSTER and OLIVE GARDEN, and higher
training costs to implement cost-saving systems at OLIVE GARDEN.
Restaurant expenses (primarily lease expenses, property taxes, utilities
and workers' compensation costs) increased in 1997 to 15.2 percent of sales
compared to 14.3 percent in 1996 and 14.8 percent in 1995. The 1997 increase
resulted from an overall inflation in operating costs during a period when sales
volume was essentially flat.
Selling, general and administrative expenses declined in 1997 to 11.4
percent of sales compared to 11.7 percent in 1996 and a pro forma 11.1 percent
in 1995. The 1997 decline resulted from an overall decrease in marketing costs
for the year.
Depreciation and amortization expense of 4.3 percent of sales in 1997 was
up slightly from the 4.2 percent in 1996 and was flat compared to 1995. Interest
expense of 0.7 percent of sales in 1997 was flat compared to 1996 and 1995.
INCOME FROM OPERATIONS
Pre-tax earnings before restructuring and asset impairment charges declined
by 60 percent in 1997 to $75.4 million, compared to $188.7 million in 1996, and
the pro forma $159.1 million in 1995. The decline in 1997 was mainly
attributable to lower earnings at RED LOBSTER. The Company initiated actions
during the second quarter intended to enhance long-term performance through new
menu items, bolder flavors, lower prices and service improvements.
PROVISION FOR INCOME TAXES
The effective tax rate before restructuring and asset impairment charges
declined to 27.9 percent in 1997, compared to 36.8 percent in 1996 and 32.2
percent in 1995, primarily because of higher tax credits and lower pre-tax
earnings. After restructuring and asset impairment charges, the net effective
tax rate was a 41.1 percent benefit in 1997, compared to a 34.6 percent expense
in 1996 and the pro forma 17.7 percent expense in 1995. The effective rate in
1997 was primarily attributable to operating losses combined with federal income
tax credits, both of which created an income tax benefit.
EARNINGS AFTER TAX AND EARNINGS PER SHARE BEFORE RESTRUCTURING AND ASSET
IMPAIRMENT CHARGES
Earnings after tax before restructuring and asset impairment charges for
1997 declined 54 percent to $54.3 million or 35 cents per share, compared to
$119.2 million or 75 cents per share earned in 1996. Pro forma earnings after
tax before restructuring and asset impairment charges were $108.3 million or 68
cents per share in 1995.
NET EARNINGS (LOSS) AND NET EARNINGS (LOSS) PER SHARE
During 1997, an after-tax restructuring and asset impairment charge of
$145.4 million (93 cents per share) was taken in the fourth quarter related to
low-performing restaurant properties in the U.S. and Canada and other long-lived
assets including those restaurants that have been closed. The pre-tax charge
includes approximately $160.7 million of non-cash charges primarily related to
the write-down of buildings and equipment to net realizable value, and
approximately $69.2 million of charges to be settled in cash related to carrying
costs of buildings and equipment prior to their disposal, lease buy-out
provisions, employee severance and other costs. Cash required to carry out these
activities will be provided by operations and the sale of closed properties (see
Note 3 of Notes to Consolidated Financial Statements). Net earnings (loss) after
restructuring and asset impairment charges were $(91.0) million (59 cents per
share) in 1997 compared with $74.4 million (47 cents per share) in 1996 and the
pro forma $49.2 million (31 cents per share) in 1995.
During 1996, an after-tax restructuring and asset impairment charge of
$44.8 million (28 cents per share) was taken in the first quarter to close all
China Coast operations. The pre-tax restructuring charge includes approximately
$60.4 million of non-cash charges primarily related to the write-down of
buildings and equipment to net realizable value, and approximately $14.6 million
of charges to be settled in cash related to carrying costs of buildings and
equipment prior to their disposal, lease buy-out provisions, employee severance
and other costs. Cash required to carry out these restructuring activities is
being provided by operations and the sale of closed properties (see Note 3 of
Notes to Consolidated Financial Statements).
In 1995, an after-tax restructuring and asset impairment charge of $59.1
million (37 cents per share) was taken to position the Company for its spin-off
from General Mills and to close low-performing restaurants. The pre-tax 1995
charge included approximately $65.4 million of non-cash charges primarily
related to the write-down of buildings and equipment to net realizable value,
and approximately $33.9 million of charges to be settled in cash related to
carrying costs of buildings and equipment prior to their disposal, lease buy-out
provisions, employee severance and other costs (see Note 3 of Notes to
Consolidated Financial Statements).
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 13
LIQUIDITY AND CAPITAL RESOURCES
The Company intends to manage its business and its financial ratios to
maintain an investment-grade bond rating, which allows access to financing at
reasonable costs. Currently, the Company's publicly issued long-term debt
carries "Baa1" (Moody's Investors Service, Inc.), "BBB" (Standard & Poor's
Corporation) and "BBB+" (Duff & Phelps Credit Rating Company) ratings. Our
commercial paper has ratings of "P-2" (Moody's), "A-2" (Standard & Poor's) and
"D-2" (Duff & Phelps).
Darden's long-term debt includes $150 million of 6.375 percent notes due in
2006, and $100 million of 7.125 percent debentures due in 2016. The effective
annual interest rate is 7.57 percent for the notes and 7.82 percent for the
debentures, after consideration of loan costs, issuance discounts and cost to
terminate an interest-rate swap that was established prior to the distribution
from General Mills. Darden's shelf registration statement permits issuance of an
additional $250 million of unsecured debt securities.
Darden's long-term debt also includes a $66.9 million commercial bank loan
to the Company, with an outstanding principal balance of $64.7 million as of May
25, 1997, that is used to support two loans from the Company to the Employee
Stock Ownership Plan portion of the Profit Sharing and Savings Plan for Darden
Restaurants, Inc. (the ESOP). By way of this commercial loan during the fiscal
year ended May 25, 1997, the ESOP refinanced $66.9 million in existing debt, $50
million of which was third party debt previously guaranteed by the Company.
Commercial paper is the primary source of short-term financing. Bank credit
lines are maintained to ensure availability of short-term funds on an as-needed
basis. In April 1997, the fee-paid available credit lines were reduced from $350
million to $250 million.
The Company's adjusted debt-to-total-capital ratio (which includes 6.25
times the total annual restaurant minimum rent as a component of debt and total
capital) was 36 percent and 34 percent at May 25, 1997, and May 26, 1996,
respectively. The Company's fixed-charge coverage ratio, which measures the
number of times each year that the Company earns enough to cover its fixed
charges, amounted to 2.9 times at May 25, 1997, and 5.9 times at May 26, 1996.
Based on these ratios, the Company's financial condition remains strong. The
composition of the Company's capital structure is shown in the following table.
CAPITAL STRUCTURE
May 25, May 26,
1997 1996
$ IN MILLIONS $ IN MILLIONS
- --------------------------------------------------------------------------------
Short-term debt $ 43.4 $ 72.6
Long-term debt 313.2 301.2
- --------------------------------------------------------------------------------
Total debt 356.6 373.8
- --------------------------------------------------------------------------------
Stockholders' equity 1,081.2 1,222.6
- --------------------------------------------------------------------------------
Total capital $1,437.8 $1,596.4
================================================================================
ADJUSTMENTS TO CAPITAL
Leases-debt equivalent 244.5 249.2
- --------------------------------------------------------------------------------
Adjusted total debt 601.1 623.0
- --------------------------------------------------------------------------------
Adjusted total capital $1,682.3 $1,845.6
Debt-to-total-capital ratio 25% 23%
Adjusted debt-to-total-capital ratio 36% 34%
================================================================================
In 1997, the Company declared eight cents per share in annual dividends
paid in two installments. In September 1996, the Company's Board approved a
stock buy-back plan whereby the Company may purchase on the open market up to
9.3 million shares of Darden common stock. This buy-back plan is in addition to
another previously approved plan by the Board in December 1995 covering
open-market purchases of up to 6.5 million shares of Darden common stock. In
1997 and 1996, 5.0 million and 1.9 million shares were purchased under these
programs, respectively.
The Company typically carries current liabilities in excess of current
assets, because the restaurant business receives substantially immediate payment
for sales (nominal receivables), while inventories and other current liabilities
normally carry longer payment terms (usually 15 to 30 days). The seasonal
variation in net working capital is typically in the $30 million to $50 million
range.
The Company requires capital principally for building new restaurants,
replacing equipment and remodeling existing units. Capital expenditures were
$160 million in 1997, down from $214 million in 1996 and $358 million in 1995
because of decisions to slow the growth in new Olive Garden and Red Lobster
units and, in 1996, to discontinue China Coast operations. Capital expenditure
and dividend requirements in 1997 were financed primarily through internally
generated funds. The Company generated $189 million, $294 million and $274
million in funds from operating activities during 1997, 1996 and 1995,
respectively.
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 14
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Darden Restaurants, Inc.
We have audited the accompanying consolidated balance sheets of Darden
Restaurants, Inc. and subsidiaries as of May 25, 1997, and May 26, 1996, and the
related consolidated statements of earnings (loss), and cash flows for each of
the years in the three-year period ended May 25, 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Darden
Restaurants, Inc. and subsidiaries as of May 25, 1997, and May 26, 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended May 25, 1997, in conformity with generally accepted
accounting principles.
/s/ KPMG Peat Marwick LLP
Orlando, Florida
June 17, 1997
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 15
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
<TABLE>
<CAPTION>
Fiscal Year Ended
(IN THOUSANDS, EXCEPT PER SHARE DATA) May 25, 1997 May 26, 1996 May 28, 1995*
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales $3,171,810 $3,191,779 $3,163,289
Costs and Expenses:
Cost of sales:
Food and beverages 1,077,316 1,062,624 1,093,896
Restaurant labor 1,017,315 954,886 931,553
Restaurant expenses 481,348 455,626 470,194
- ---------------------------------------------------------------------------------------------------------------
Total Cost of Sales $2,575,979 $2,473,136 $2,495,643
Selling, General and Administrative 361,263 373,920 345,827
Depreciation and Amortization 136,876 134,599 135,472
Interest, Net 22,291 21,406 21,901
Restructuring and Asset Impairment 229,887 75,000 99,302
- ---------------------------------------------------------------------------------------------------------------
Total Costs and Expenses $3,326,296 $3,078,061 $3,098,145
- ---------------------------------------------------------------------------------------------------------------
Earnings (Loss) before Income Taxes (154,486) 113,718 65,144
Income Taxes (63,457) 39,363 12,738
- ---------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) $ (91,029) $ 74,355 $ 52,406
===============================================================================================================
Net Earnings (Loss) per Share $ (0.59) $ 0.47 $ 0.33
===============================================================================================================
Average Number of Common Shares Outstanding 155,600 158,700 158,000
===============================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
* The historical consolidated statement of earnings for 1995 reflects a
period during which the Company did not operate as a separate, independent
entity. The table below reflects the impact of pro forma adjustments of
$5,370 to record the estimated additional general and administrative
expenses that would have been incurred by Darden as a separate publicly
held company, and $2,138 of associated income tax benefit at an assumed
effective tax rate of 39.8 percent.
Fiscal Year
Ended
(Unaudited)
Pro Forma
(In thousands, except per share data) May 28, 1995
- --------------------------------------------------------------------------------
Earnings before Income Taxes $59,774
Income Taxes 10,600
- --------------------------------------------------------------------------------
Net Earnings $49,174
================================================================================
Net Earnings per Share $ 0.31
================================================================================
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 16
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(In thousands) May 25, 1997 May 26, 1996
- --------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 25,490 $ 30,343
Receivables 16,333 24,772
Refundable income taxes, net 16,968
Inventories 132,241 120,725
Net assets held for disposal 47,471 31,762
Prepaid expenses and other current assets 14,709 17,298
Deferred income taxes 84,157 63,080
- --------------------------------------------------------------------------------------------
Total Current Assets $ 337,369 $ 287,980
Land, Buildings and Equipment 1,533,272 1,702,861
Other Assets 93,081 97,663
- --------------------------------------------------------------------------------------------
Total Assets $1,963,722 $2,088,504
============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 113,087 $ 128,196
Short-term debt 43,400 72,600
Current portion of long-term debt 5 54
Accrued payroll 58,312 53,677
Accrued income taxes 12,522
Other accrued taxes 22,180 18,921
Other current liabilities 243,596 159,336
- --------------------------------------------------------------------------------------------
Total Current Liabilities $ 480,580 $ 445,306
Long-term Debt 313,187 301,151
Deferred Income Taxes 70,118 101,109
Other Liabilities 18,624 18,301
- --------------------------------------------------------------------------------------------
Total Liabilities $ 882,509 $ 865,867
- --------------------------------------------------------------------------------------------
Stockholders' Equity:
Common stock and surplus, no par value.
Authorized 500,000 shares; issued and
outstanding 152,993 and 159,619 shares,
respectively $1,268,656 $1,266,212
Preferred stock, no par value. Authorized
25,000 shares; none issued and outstanding
Retained earnings (accumulated deficit) (41,706) 61,708
Treasury stock, 6,951 and 1,908 shares, at cost (69,184) (25,037)
Cumulative foreign currency adjustment (10,037) (10,351)
Unearned compensation (66,516) (69,895)
- --------------------------------------------------------------------------------------------
Total Stockholders' Equity $1,081,213 $1,222,637
- --------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $1,963,722 $2,088,504
============================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 17
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Fiscal Year Ended
(In thousands) May 25, 1997 May 26, 1996 May 28, 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows--Operating Activities
Net Earnings (loss) $ (91,029) $ 74,355 $ 52,406
Adjustments to reconcile net earnings (loss) to
cash flow:
Depreciation and amortization 136,876 134,599 135,472
Amortization of unearned compensation and
loan costs 3,824 1,929
Change in current assets and liabilities (41,401) 9,722 (8,718)
Change in other liabilities 323 1,861 (2,086)
Loss on disposal of land, buildings and
equipment 6,358 6,076 2,572
Deferred income taxes (52,068) (3,513) 2,000
Non-cash restructuring and asset impairment
expenses 226,342 69,073 92,356
Other, net (22) (70) (24)
- ------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities $ 189,203 $ 294,032 $ 273,978
- ------------------------------------------------------------------------------------------------------
Cash Flows--Investment Activities
Purchases of land, buildings and equipment (159,688) (213,905) (357,904)
Purchases of intangibles (651) (1,200) (1,623)
(Increase) decrease in other assets 1,844 (733) (21,790)
Proceeds from sales of land, buildings and equipment
(including net assets held for disposal) 34,017 16,338 6,604
- ------------------------------------------------------------------------------------------------------
Net Cash Used by Investment Activities $(124,478) $(199,500) $(374,713)
- ------------------------------------------------------------------------------------------------------
Cash Flows--Financing Activities
Proceeds from issuance of common stock 1,450 7,318
Income tax benefit credited to equity 871 2,570
Dividends paid (12,385) (12,647)
Purchases of treasury stock (44,147) (25,037)
Loan to ESOP (66,900)
ESOP note receivable repayments 19,100 1,100
Increase (decrease) in short-term debt (29,200) (25,400) 98,000
Proceeds from issuance of long-term debt 66,900 248,303 250,000
Repayment of long-term debt (5,054) (251,010) (111)
Payment of interest-rate swap settlement and loan
costs (213) (29,520)
Decrease in advances from former parent company (244,719)
- ------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used by) Financing
Activities $ (69,578) $ (84,323) $ 103,170
- ------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents (4,853) 10,209 2,435
Cash and Cash Equivalents--Beginning of Year 30,343 20,134 17,699
- ------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents--End of Year $ 25,490 $ 30,343 $ 20,134
======================================================================================================
Cash Flow from Changes in Current Assets and Liabilities
Receivables 8,439 558 820
Refundable income taxes, net (16,968)
Inventories (11,516) 42,243 (27,436)
Net assets held for disposal (3,088) 1,566
Prepaid expenses and other current assets 2,589 10,024 (3,067)
Accounts payable (15,109) (38,503) 6,461
Accrued payroll 4,635 (1,721) 6,008
Accrued income taxes (12,522) 572 11,950
Other accrued taxes 3,259 (675) (1,297)
Other current liabilities (4,208) 312 (3,723)
Change in Current Assets and Liabilities $ (41,401) $ 9,722 $ (8,718)
======================================================================================================
Transfer of long-term debt from former parent company $ 50,000
======================================================================================================
Transfer of unearned compensation from former parent
company $ (69,172)
======================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Principles of Consolidation
The accompanying 1997 and 1996 consolidated financial statements include
the operations of Darden Restaurants, Inc. and its wholly-owned subsidiaries
(Darden or the Company). The consolidated financial statements prior to 1996
represent the former combined restaurant operations of General Mills, Inc.
(General Mills or former parent) in the United States and Canada that now
comprise Darden. The common shares of Darden were distributed by General Mills
to its stockholders as of May 28, 1995.
The consolidated financial statements prior to 1996 include an allocation
of certain general corporate expenses of General Mills that are not directly
related to Darden, as well as an allocation of interest expense and income taxes
that approximate the amounts Darden would have incurred on a stand-alone basis.
Management believes the allocation methods used are reasonable.
Darden's fiscal year ends on the last Sunday in May. 1997, 1996 and 1995
each consisted of 52 weeks.
B. Land, Buildings and Equipment
All land, buildings and equipment are recorded at cost. Building components
are depreciated over estimated useful lives ranging from seven to 40 years using
the straight-line method. Equipment is depreciated over estimated useful lives
ranging from three to ten years also using the straight-line method. Accelerated
depreciation methods are generally used for income tax purposes.
In accordance with Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of," the Company periodically reviews restaurant sites and certain
identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Measurement of an impairment loss for such assets is based on the
fair value of the asset. Restaurant sites and certain identifiable intangibles
to be disposed of are reported at the lower of the carrying amount or fair
value, less estimated cost to sell.
C. Inventories
Inventories are valued at the lower of cost or market value, using the
"first-in, first-out" method.
D. Intangible Assets
The cost of intangible assets is amortized evenly over their estimated
useful lives. Most of these costs were incurred through the purchase of leases
with favorable rent terms. The Audit Committee of the Board of Directors
annually reviews intangible assets. At its meeting on June 17, 1997, the Board
of Directors affirmed that the remaining amounts of these assets have continuing
value.
E. Liquor Licenses
The costs of obtaining non-transferable liquor licenses that are directly
issued by local government agencies for nominal fees are expensed in the year
incurred. The costs of purchasing transferable liquor licenses through open
markets in jurisdictions with a limited number of authorized liquor licenses for
fees in excess of nominal amounts are capitalized. If there is permanent
impairment in the value of a liquor license due to market changes, the asset is
written down to its net realizable value. Annual liquor license renewal fees are
expensed.
F. Foreign Currency Translation
The Canadian dollar is the functional currency for the Canadian restaurant
operations. Assets and liabilities are translated using the exchange rates in
effect at the balance sheet date. Results of operations are translated using the
average exchange rates prevailing throughout the period. Translation gains and
losses are accumulated in a cumulative foreign currency adjustment account
included as a separate component of stockholders' equity. Gains and losses from
foreign currency transactions are generally included in the consolidated
statements of earnings (loss) for each period.
G. Pre-Opening Costs
Capitalized pre-opening costs include the direct and incremental costs
associated with the opening of a new restaurant and are amortized over a
one-year period from the restaurant opening date.
H. Advertising
Production costs of commercials and programming are charged to operations
in the year first aired. The costs of other advertising, promotion and marketing
programs are charged to operations in the year incurred. Advertising expense was
$204,321, $239,526 and $211,904 in 1997, 1996 and 1995, respectively.
I. Income Taxes
The Company provides for federal and state income taxes currently payable,
as well as for those deferred because of timing differences between reporting
income and expenses for financial statement purposes and income and expenses for
tax purposes. Federal income tax credits are recorded as a reduction of income
taxes. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect of a change in
tax rates is recognized as income or expense in the period that includes the
enactment date.
J. Statements of Cash Flows
For purposes of the consolidated statements of cash flows, amounts
receivable from credit card companies and investments purchased with a maturity
of three months or less are considered cash equivalents.
K. Net Earnings (Loss) Per Share
Net earnings (loss) per share for 1997 and 1996 have been determined by
dividing net earnings (loss) by the weighted average number of common shares
outstanding during the year, net of common shares held in treasury. Net earnings
per share for 1995 has been determined by dividing net earnings by the weighted
average number of common shares outstanding during the year, based on the
average number of General Mills' common shares presumed to be outstanding during
the year. Common share equivalents were not material.
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 (SFAS 128), "Earnings per Share." SFAS
128 requires companies with complex capital structures that have publicly-held
common stock or common stock equivalents to present both basic and diluted
earnings per share (EPS) on
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 19
the face of the income statement. The presentation of basic EPS replaces the
presentation of primary EPS currently required by Accounting Principles Board
Opinion No. 15 (APB 15), "Earnings per Share." Basic EPS is calculated as income
available to common stockholders, divided by the weighted average number of
common shares outstanding during the period. Diluted EPS (previously referred to
as "fully diluted EPS") is calculated using the "if converted" method for
convertible securities, and the treasury stock method for options and warrants
as prescribed by APB 15. This statement is effective for financial statements
issued for interim and annual periods ending after December 15, 1997. The
adoption of SFAS 128 in 1998 will not have a significant impact on the Company's
reported EPS.
L. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimated.
M. Accounting for Stock Options
During 1997, the Company adopted Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," which was
effective for fiscal years beginning after December 15, 1995. The statement
encourages the use of a fair-value-based method of accounting for stock-based
awards under which the fair value of stock options is determined on the date of
grant and expensed over the vesting period. Companies may, however, continue to
measure compensation costs for those plans using the method prescribed by
Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock
Issued to Employees." Companies that continue to apply APB 25 are required to
include pro forma disclosures of net earnings (loss) and net earnings (loss) per
share as if the fair-value-based method of accounting had been applied. The
Company has elected to continue to account for such plans under the provisions
of APB 25.
NOTE 2--ACCOUNTS RECEIVABLE
Darden contracts with a national storage and distribution company to
provide services that are billed to Darden on a per-case basis. In connection
with these services, certain Darden inventory items are sold to the distribution
company at a predetermined price when they are shipped to the distribution
company's storage facilities. These items are repurchased at the same price by
Darden when the inventory is delivered to Company restaurants by the
distribution company. The receivable from the distribution company was $12,106
and $20,083 at May 25, 1997, and May 26, 1996, respectively.
NOTE 3--RESTRUCTURING AND ASSET IMPAIRMENT EXPENSE
Darden recorded asset impairment charges of $158,987, $56,600 and $65,399
in 1997, 1996 and 1995, respectively, representing the difference between fair
value and carrying value of impaired assets. The asset impairment charges relate
to low-performing restaurant properties and other long-lived assets including
those restaurants that have been closed. Fair value is generally determined
based on appraisals or sales prices of comparable properties. In connection with
the closing of certain restaurant properties, the Company recorded other
restructuring expenses of $70,900, $18,400 and $33,903 in 1997, 1996 and 1995,
respectively.
The components of the restructuring expense and the after-tax and earnings
per share effects of the restructuring and asset impairment expense are as
follows:
Fiscal Year
1997 1996 1995
- --------------------------------------------------------------------------------
Carrying costs of buildings and equipment
prior to disposal and employee severance
costs $ 27,500 $ 8,600 $ 3,912
Lease buy-out provisions 30,000 1,600 27,880
Other 13,400 8,200 2,111
- --------------------------------------------------------------------------------
Subtotal 70,900 18,400 33,903
Impairment of restaurant properties and
other long-lived assets 158,987 56,600 65,399
- --------------------------------------------------------------------------------
Total restructuring and asset
impairment expense 229,887 75,000 99,302
Less related income tax effect (84,528) (30,151) (40,217)
- --------------------------------------------------------------------------------
Restructuring and asset impairment
expense, net of income taxes $145,359 $ 44,849 $ 59,085
================================================================================
Earnings per share effect $ 0.93 $ 0.28 $ 0.37
================================================================================
As of May 25, 1997, approximately $3,550, $13,200 and $26,250 of costs
associated with the 1997, 1996 and 1995 restructurings, respectively, had been
paid and charged against the restructuring liability. The total restructuring
liability included in other current liabilities was $91,770 and $37,773 as of
May 25, 1997, and May 26, 1996, respectively. The restructuring actions related
to the 1996 and 1995 restructurings were substantially completed as of May 25,
1997. The 1997 restructuring actions are expected to be substantially completed
during 1999.
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 20
NOTE 4--INCOME TAXES
The components of earnings (loss) before income taxes and the provision for
income taxes thereon are as follows:
Fiscal Year
1997 1996 1995
- --------------------------------------------------------------------------------
Earnings (loss) before income taxes:
U.S. $(108,687) $ 118,506 $ 82,450
Canada (45,799) (4,788) (17,306)
- --------------------------------------------------------------------------------
Earnings (loss) before income taxes $(154,486) $ 113,718 $ 65,144
================================================================================
Income taxes:
Current:
Federal $ (13,285) $ 33,935 $ 11,848
State and local 1,529 8,608 5,812
Canada 367 333 (6,922)
- --------------------------------------------------------------------------------
Total current (11,389) 42,876 10,738
Deferred (principally U.S.) (52,068) (3,513) 2,000
- --------------------------------------------------------------------------------
Total income taxes $ (63,457) $ 39,363 $ 12,738
================================================================================
During 1997, 1996 and 1995, Darden paid income taxes of $15,900, $25,777
and $31,469, respectively. 1995 income taxes were paid as part of the General
Mills consolidated tax returns.
The following table is a reconciliation of the U.S. statutory income tax
rate to the effective income tax rate included in the accompanying consolidated
statements of earnings (loss):
Fiscal Year
1997 1996 1995
- --------------------------------------------------------------------------------
U.S. statutory rate (35.0)% 35.0% 35.0%
State and local income taxes, net of
federal tax benefits (expense) (3.3) 4.6 4.6
Benefit of U.S. federal income tax
credits (5.7) (6.8) (21.2)
Other, net 2.9 1.8 1.2
- --------------------------------------------------------------------------------
Effective income tax rate (41.1)% 34.6% 19.6%
================================================================================
The tax effects of temporary differences that give rise to deferred tax
assets and liabilities are as follows:
May 25, May 26,
1997 1996
- --------------------------------------------------------------------------------
Accrued liabilities $ 12,135 $ 14,750
Compensation and employee benefits 32,334 29,766
Asset disposition liabilities 41,147 27,248
Operating loss and tax credit carryforwards 4,016
Net assets held for disposal 2,372
Other 1,584 1,667
- --------------------------------------------------------------------------------
Gross deferred tax assets 93,588 73,431
- --------------------------------------------------------------------------------
Buildings and equipment (59,356) (89,368)
Prepaid pension asset (14,482) (15,055)
Prepaid interest (5,015) (5,424)
Other (696) (1,613)
- --------------------------------------------------------------------------------
Gross deferred tax liabilities (79,549) (111,460)
- --------------------------------------------------------------------------------
Net deferred tax asset (liability) $ 14,039 $ (38,029)
================================================================================
Management believes the Company will obtain the full benefit of deferred
tax assets on the basis of its evaluation of anticipated profitability over the
period of years that the temporary differences are expected to become tax
deductions. It believes that sufficient book and taxable income will be
generated to realize the benefit of these tax assets.
NOTE 5--LAND, BUILDINGS AND EQUIPMENT
The components of land, buildings and equipment are as follows:
May 25, May 26,
1997 1996
- --------------------------------------------------------------------------------
Land $ 379,411 $ 402,056
Buildings 1,315,209 1,300,025
Equipment 649,689 642,287
Construction in progress 46,214 65,107
- --------------------------------------------------------------------------------
Total land, buildings and equipment 2,390,523 2,409,475
Less accumulated depreciation (857,251) (706,614)
- --------------------------------------------------------------------------------
Net land, buildings and equipment $1,533,272 $1,702,861
================================================================================
NOTE 6--OTHER ASSETS
The components of other assets are as follows:
May 25, May 26,
1997 1996
- --------------------------------------------------------------------------------
Prepaid pension $37,863 $38,702
Prepaid interest and loan costs 27,170 29,337
Liquor licenses 17,677 17,744
Intangible assets 9,174 9,894
Miscellaneous 1,197 1,986
- --------------------------------------------------------------------------------
Total other assets $93,081 $97,663
================================================================================
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 21
NOTE 7--SHORT-TERM DEBT
Short-term debt at May 25, 1997, and May 26, 1996, consisted of $43,400 and
$72,600 of unsecured commercial paper borrowings with original maturities of one
month or less, and interest rates ranging from 5.55 percent to 5.80 percent, and
5.30 percent to 5.53 percent, respectively.
NOTE 8--LONG-TERM DEBT
The components of long-term debt are as follows:
May 25, May 26,
1997 1996
- --------------------------------------------------------------------------------
10-year notes and 20-year debentures as
described below $250,000 $250,000
ESOP loan guarantee with variable rate of
interest (4.51% at May 26, 1996), due
December 31, 2007. Repaid during 1997 50,000
ESOP loan with variable rate of interest
(6.04% at May 25, 1997), due
December 31, 2018 64,700
Other 28 2,882
- --------------------------------------------------------------------------------
Total long-term debt 314,728 302,882
Less issuance discount (1,536) (1,677)
- --------------------------------------------------------------------------------
Total long-term debt less issuance discount 313,192 301,205
Less current portion (5) (54)
- --------------------------------------------------------------------------------
Long-term debt, excluding current portion $313,187 $301,151
================================================================================
In January 1996, the Company issued $150,000 of 6.375 percent notes due in
2006, and $100,000 of 7.125 percent debentures due in 2016. The proceeds from
the issuance were used to refinance commercial paper borrowings. Concurrent with
the issuance of the notes and debentures, the Company terminated, and settled
for cash, interest-rate swap agreements with notional amounts totaling $200,000,
which hedged the movement of interest rates prior to the issuance of the notes
and debentures. The cash paid in terminating the interest-rate swap agreements
is being amortized to interest expense over the life of the notes and
debentures. The effective annual interest rate is 7.57 percent for the notes and
7.82 percent for the debentures, after consideration of loan costs, issuance
discounts, and interest rate swap termination costs.
The Company also maintains a revolving loan agreement expiring May 19,
2000, with a consortium of banks under which the Company can borrow up to
$250,000. The loan agreement allows the Company to borrow at interest rates that
vary based on the prime rate, LIBOR or a competitively bid rate among the
members of the lender consortium, at the option of the Company. The Company is
required to pay a facility fee of 12.5 basis points per annum on the average
daily amount of loan commitments by the consortium. The amount of interest and
the annual facility fee are subject to change, based on the Company's
achievement of certain financial ratios and debt ratings. Advances under the
loan agreement are unsecured. At May 25, 1997, and May 26, 1996, no borrowings
were outstanding under this agreement.
The aggregate maturities of long-term debt for each of the five years
subsequent to May 25, 1997, and thereafter are $5 in 1998, 1999, and 2000, $6 in
2001, $7 in 2002 and $314,700 thereafter.
NOTE 9--FINANCIAL INSTRUMENTS
The Company has participated in the financial derivatives markets to manage
its exposure to interest rate fluctuations. The Company had interest rate swaps
with a notional amount of $200,000, which it used to convert variable rates on
its long-term debt to fixed rates effective May 30, 1995. The Company received
the one-month commercial paper interest rate and paid fixed-rate interest
ranging from 7.51 percent to 7.89 percent. The interest rate swaps were settled
during January 1996 at a cost to the Company of $27,670. This cost will be
recognized as an adjustment to interest expense over the term of the Company's
10-year notes and 20-year debentures (see Note 8). The following methods were
used in estimating fair value disclosures for significant financial instruments:
Cash equivalents approximate their carrying amount due to the short duration of
those items. Short-term debt approximates its carrying amount. Long-term debt is
based on quoted market prices or, if market prices are not available, the
present value of the underlying cash flows discounted at the Company's
incremental borrowing rates. The carrying amounts and fair values of the
Company's significant financial instruments are as follows:
May 25, 1997 May 26, 1996
- --------------------------------------------------------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
- --------------------------------------------------------------------------------
Cash and cash equivalents $ 25,490 $ 25,490 $ 30,343 $ 30,343
Short-term debt $ 43,400 $ 43,400 $ 72,600 $ 72,600
Total long-term debt $313,192 $301,399 $301,205 $282,810
================================================================================
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 22
NOTE 10--STOCKHOLDERS' EQUITY
The following table summarizes the changes in the components of
stockholders' equity:
<TABLE>
<CAPTION>
Common Retained Cumulative
Stock Earnings Foreign Total
and (Accumulated Treasury Currency Unearned Stockholders'
(In thousands) Surplus Deficit) Stock Adjustment Compensation Equity
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at May 29, 1994 $1,417,593 $ 0 $ 0 $(10,274) $ 0 $1,407,319
Net earnings 52,406 52,406
Net advances to General
Mills (216,584) (216,584)
Foreign currency
adjustment (7) (7)
Transfer of unearned
compensation from
General Mills (69,172) (69,172)
- -----------------------------------------------------------------------------------------------------------------------
Balance at May 28, 1995 1,253,415 (10,281) (69,172) 1,173,962
Net earnings 74,355 74,355
Cash dividends declared
($0.08 per share) (12,647) (12,647)
Stock option exercises
(1,137 shares) 7,318 7,318
Issuance of restricted
stock (304 shares) 2,909 (2,909)
Earned compensation 1,086 1,086
ESOP note receivable
repayments 1,100 1,100
Income tax benefit credited
to equity 2,570 2,570
Purchases of common stock
for treasury (1,908 shares) (25,037) (25,037)
Foreign currency adjustment (70) (70)
- -----------------------------------------------------------------------------------------------------------------------
Balance at May 26, 1996 1,266,212 61,708 (25,037) (10,351) (69,895) 1,222,637
Net loss (91,029) (91,029)
Cash dividends declared
($0.08 per share) (12,385) (12,385)
Stock option exercises
(261 shares) 1,450 1,450
Issuance of restricted
stock (25 shares) 123 (123)
Earned compensation 1,302 1,302
ESOP note receivable
repayments, net 2,200 2,200
Income tax benefit credited
to equity 871 871
Purchases of common stock
for treasury (5,043 shares) (44,147) (44,147)
Foreign currency
adjustment 314 314
- -----------------------------------------------------------------------------------------------------------------------
Balance at May 25, 1997 $1,268,656 $(41,706) $(69,184) $(10,037) $(66,516) $1,081,213
=======================================================================================================================
</TABLE>
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 23
NOTE 11--STOCKHOLDERS' RIGHTS PLAN
The Company has a stockholders' rights plan that entitles each holder of
Company common stock to purchase one one-hundredth of one share of Darden
preferred stock for each common share owned at a purchase price of $62.50 per
share, subject to adjustment to prevent dilution. The rights are exercisable
when, and are not transferable apart from the Company's common stock until, a
person or group has acquired 20 percent or more, or makes a tender offer for 20
percent or more, of the Company's common stock. If the specified percentage of
the Company's common stock is then acquired, each right will entitle the holder
(other than the acquiring company) to receive, upon exercise, common stock of
either the Company or the acquiring company having a value equal to two times
the exercise price of the right. The rights are redeemable by the Company's
Board in certain circumstances and expire on May 24, 2005.
NOTE 12--INTEREST, NET
As explained in Note 1-A, the interest expense appearing in the 1995
consolidated statement of earnings includes an allocation of a portion of
General Mills' consolidated interest expense assuming a debt-to-capital ratio of
approximately 25 percent for Darden. A long-term rate of 8.56 percent was used
to calculate interest expense on non-ESOP debt averaging $307,500 in 1995. This
long-term rate approximates the prevailing cost of long-term debt for companies
with financial characteristics similar to those of Darden during the fiscal
period presented. Interest expense on average ESOP debt of $65,850, $67,075 and
$69,750 in 1997, 1996 and 1995, respectively, was included in compensation
expense. Capitalized interest was computed using the Company's borrowing rate
for 1997 and 1996 and General Mills' borrowing rate for 1995. The Company paid
$19,830 and $14,657 for interest in 1997 and 1996, respectively.
The components of interest, net are as follows:
Fiscal Year
1997 1996 1995
- --------------------------------------------------------------------------------
Interest expense $23,336 $24,875 $26,331
Capitalized interest (739) (2,007) (4,327)
Interest income (306) (1,462) (103)
- --------------------------------------------------------------------------------
Interest, net $22,291 $21,406 $21,901
================================================================================
NOTE 13--LEASES
An analysis of rent by property leased (all of which are accounted for
as operating leases) is as follows:
Fiscal Year
1997 1996 1995
- --------------------------------------------------------------------------------
Restaurant minimum rent $40,616 $39,867 $41,489
Restaurant percentage rent 1,649 1,713 1,911
Restaurant rent averaging expense 595 (275) 1,567
Transportation equipment 1,951 2,103 1,505
Office equipment 915 956 730
Office space 406 331 260
Warehouse space 235 207 180
- --------------------------------------------------------------------------------
Total rent expense $46,367 $44,902 $47,642
================================================================================
Minimum rental obligations are accounted for on a straight-line basis over
the term of the lease. Some leases require payment of property taxes, insurance
and maintenance costs in addition to the rent payments. The annual
non-cancellable future lease commitments for each of the five years subsequent
to May 25, 1997, and thereafter are: $44,174 in 1998; $42,364 in 1999; $39,222
in 2000; $35,541 in 2001; $31,491 in 2002; and $144,833 thereafter, for a
cumulative total of $337,625.
NOTE 14--RETIREMENT PLANS
The Company has a defined benefit plan covering most salaried employees and
a group of hourly employees with a frozen level of benefits. Benefits for
salaried employees are based on length of service and final average
compensation. The hourly plan provides a monthly amount for each year of
credited service. The Company's funding policy is consistent with the funding
requirements of federal law and regulations. Plan assets consist principally of
listed equity securities, corporate obligations and U.S. government securities.
Components of net pension expense (income) are as follows:
Fiscal Year
1997 1996 1995
- --------------------------------------------------------------------------------
Service cost-benefits earned $ 3,250 $ 2,427 $ 2,725
Interest cost on projected benefit
obligation 4,686 3,806 3,924
Actual return on plan assets (10,955) (16,965) (8,564)
Net amortization and deferral 3,859 9,316 981
- --------------------------------------------------------------------------------
Net pension expense (income) $ 840 $ (1,416) $ (934)
================================================================================
The weighted-average discount rate and rate of increase in future
compensation levels used in determining the actuarial present value of the
benefit obligations were 8.0 percent and 6.0 percent in 1997, 7.75 percent and
6.0 percent in 1996, and 8.0 percent and 5.9 percent in 1995, respectively. The
expected long-term rate of return on plan assets was 10.4 percent.
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 24
The funded status of the plan and the amount recognized on the consolidated
balance sheets are as follows:
<TABLE>
<CAPTION>
May 25, 1997 May 26, 1996
Assets Accumulated Assets Accumulated
Exceed Benefits Exceed Benefits
Accumulated Exceed Accumulated Exceed
Benefits Assets Benefits Assets
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits $49,978 $ 1,974 $49,053 $ 1,856
- -------------------------------------------------------------------------------------------------------------------
Non-vested benefits 1,741 4,571
- -------------------------------------------------------------------------------------------------------------------
Accumulated benefit obligations 51,719 1,974 53,624 1,856
- -------------------------------------------------------------------------------------------------------------------
Projected benefit obligation 59,323 1,974 60,964 1,856
Plan assets at fair value 89,064 11 81,786
- -------------------------------------------------------------------------------------------------------------------
Plan assets in excess of (less than) the
projected benefit obligation 29,741 (1,963) 20,822 (1,856)
Unrecognized prior service costs (3,674)
Unrecognized net loss 15,005 21,730
Unrecognized transition asset (3,209) (3,850)
- -------------------------------------------------------------------------------------------------------------------
Prepaid (accrued) pension cost $37,863 $(1,963) $38,702 $(1,856)
===================================================================================================================
</TABLE>
The Company has a defined contribution plan covering most employees age 21
and older with at least one year of service. Employees classified as "highly
compensated" under the Internal Revenue Code are ineligible to participate. The
Company matches participant contributions up to six percent of compensation on
the basis of $0.50 for each dollar contributed by the participant. The plan had
net assets of $122,585 at May 25, 1997, and $160,291 at May 26, 1996. Expense
recognized in 1997, 1996 and 1995 was $2,551, $2,505 and $1,562, respectively.
The defined contribution plan includes an Employee Stock Ownership Plan
(ESOP). This ESOP originally borrowed $50,000 from third parties guaranteed by
the Company, and borrowed $25,000 from the Company at a variable interest rate.
These borrowings were refinanced during the current year by a commercial bank's
loan to the Company and a corresponding loan from the Company to the ESOP.
Compensation expense is recognized as contributions are accrued. Contributions
to the plan, plus the dividends accumulated on the common stock held by the
ESOP, are used to pay principal, interest and expenses of the plan. As loan
payments are made, common stock is allocated to ESOP participants. In 1997,
1996, and 1995, the ESOP incurred interest expense of $3,815, $3,431 and $3,318
respectively, and used dividends received of $5,127, $1,735 and $2,884 and
contributions received from the Company of $2,548, $2,397 and $2,098,
respectively, to pay principal and interest on its debt.
Company shares owned by the ESOP are included in average common shares
outstanding for purposes of calculating net earnings (loss) per share. At May
25, 1997, the ESOP's debt to the Company had a balance of $64,700 with a
variable rate of interest of 6.04 percent. $47,800 of the principal balance is
due to be repaid no later than December 2007, with the remaining $16,900 due to
be repaid no later than December 2014. The number of Company common shares
within the ESOP at May 25, 1997, approximates 12,324,000 representing 10,025,000
unreleased shares, 74,000 shares committed to be released and 2,225,000 shares
allocated to participants.
NOTE 15--OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS
The Company sponsors a plan that provides health-care benefits to its
salaried retirees. The plan is contributory, with retiree contributions based on
years of service.
Components of the post-retirement health-care expense are as follows:
Fiscal Year
1997 1996 1995
- --------------------------------------------------------------------------------
Service cost-benefits earned $292 $227 $317
Interest cost on accumulated benefit
obligation 366 364 422
Net amortization and deferral 67 76 85
- --------------------------------------------------------------------------------
Net post-retirement expense $725 $667 $824
================================================================================
The plan is not funded. The amounts included in the consolidated balance
sheets are as follows:
May 25, May 26,
1997 1996
- --------------------------------------------------------------------------------
Accumulated benefit obligations:
Retirees $ 785 $ 662
Fully eligible active employees 370 255
Other active employees 3,580 3,843
- --------------------------------------------------------------------------------
Accumulated benefit obligations 4,735 4,760
Plan assets at fair value 0 0
- --------------------------------------------------------------------------------
Accumulated benefit obligations
in excess of plan assets 4,735 4,760
Unrecognized prior service cost (136) (533)
Unrecognized net loss (1) (271)
- --------------------------------------------------------------------------------
Accrued post-retirement benefits $4,598 $3,956
================================================================================
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 25
The discount rates used in determining the actuarial present value of the
benefit obligations were 8.0 percent in 1997 and 8.75 percent in 1996.
The health-care cost trend rate increase in the per-capita charges for
benefits ranged from 6.5 percent to 7.4 percent for 1998, depending on the
medical service category. The rates gradually decrease to 4.6 percent to 5.5
percent for 2008 and remain at that level thereafter. If the health-care cost
trend rate increased by one percentage point in each future year, the aggregate
of the service and interest cost components of post-retirement expense for 1997
would increase by $143, and the accumulated benefit obligation at May 25, 1997,
would increase by $826.
NOTE 16--STOCK PLANS
The Darden Restaurants Stock Option and Long-Term Incentive Plan of 1995
provides for the granting of stock options to key employees at a price equal to
the fair market value of the shares at the date of the grant, and are for terms
not exceeding ten years. 15,000,000 shares of common stock are authorized for
issuance under the plan; 3,000,000 of these shares are available solely for
issuance in connection with the granting of stock options in lieu of merit
salary increases or other compensation or employee benefits. Such options vest
at the discretion of the Compensation Committee. The plan also allows for grants
of restricted stock and restricted stock units (RSUs) for up to ten percent of
the shares under the plan.
No individual may receive in excess of two percent of the total number of
shares authorized under the plan in restricted stock or RSUs. Restricted stock
and RSUs granted under the plan vest no sooner than one year from the date of
grant. No individual may receive awards covering in excess of ten percent of the
total number of shares authorized for issuance under the plan.
The Darden Restaurants Stock Plan for Non-Employee Directors provides for a
one-time grant upon election to each non-employee director of an option to
purchase 12,500 shares of common stock and an additional option to purchase
3,000 shares of common stock upon election or re-election at a price equal to
the fair market value of the shares at the date of grant. The plan also provides
for an annual grant of 3,000 shares of restricted stock to each non-employee
director as well as additional options to purchase shares of common stock in
lieu of retainer and meeting fees. Up to 250,000 shares of common stock may be
issued under this plan and all options have an exercise price equal to the fair
market value of the shares at the date of grant. The Darden Restaurants
Compensation Plan for Non-Employee Directors provides that non-employee
directors may elect to receive their annual retainer and meeting fees in cash,
deferred cash or shares of common stock. The common stock issuable under the
plan shall have a fair market value equivalent to the value of the foregone
retainer and meeting fees. 50,000 shares of common stock are available for
issuance under the plan.
The per share weighted average fair value of stock options granted during
1997 and 1996 was $2.88 and $4.24, respectively. These amounts were determined
using the Black Scholes option-pricing model which values options based on the
stock price at the grant date, the expected life of the option, the estimated
volatility of the stock, expected dividend payments, and the risk-free interest
rate over the expected life of the option. The dividend yield was calculated by
dividing the current annualized dividend by the option price for each grant. The
expected volatility was determined considering stock prices for the fiscal year
the grant occurred and prior fiscal years, as well as considering industry
volatility data. The risk-free interest rate was the rate available on zero
coupon U.S. government issues with a term equal to the remaining term for each
grant. The expected life of the option was estimated based on the exercise
history from previous grants.
The Company applies APB 25 in accounting for its stock option plans and,
accordingly, no compensation cost has been recognized in the Company's financial
statements for stock options granted under any of the stock plans. If, under
SFAS 123, the Company determined compensation cost based on the fair value at
the grant date for its stock options, net earnings (loss) and net earnings
(loss) per share would have been the pro forma amounts indicated below:
Fiscal Year
1997 1996
- --------------------------------------------------------------------------------
Net earnings (loss)
As reported $(91,029) $ 74,355
Pro forma $(93,154) $ 72,261
Net earnings (loss) per share
As reported $ (0.59) $ 0.47
Pro forma $ (0.60) $ 0.46
================================================================================
Under SFAS 123, stock options granted prior to 1996 are not required to be
included as compensation in determining pro forma net earnings (loss). To
determine pro forma net earnings (loss), reported net earnings (loss) have been
adjusted for compensation costs associated with stock options granted during
1997 and 1996 that are expected to eventually vest.
Option transactions, commencing as of the distribution date, are as
follows:
Per Share
Number of Option Price
Shares Range
- --------------------------------------------------------------------------------
Balance at May 28, 1995 15,199,136 $ 2.37 to $12.49
Options granted 5,599,308 $10.56 to $13.00
Options exercised (1,136,998) $ 2.37 to $11.11
Options cancelled (1,855,253) $ 3.88 to $12.49
- --------------------------------------------------------------------------------
Balance at May 26, 1996 17,806,193 $ 3.88 to $13.00
Options granted 120,123 $ 6.88 to $ 8.56
Options exercised (261,227) $ 3.88 to $11.11
Options cancelled (1,603,796) $ 6.12 to $12.49
- --------------------------------------------------------------------------------
Balance at May 25, 1997 16,061,293 $ 4.03 to $13.00
================================================================================
Options exercisable at May 25, 1997 6,832,479 $ 4.03 to $12.49
================================================================================
NOTE 17--COMMITMENTS AND CONTINGENCIES
Darden makes normal trade commitments in the course of regular operations
and is subject to litigation incident to the conduct of its ongoing business. As
of May 25, 1997, the Company was contingently liable for approximately $68,000,
primarily relating to outstanding letters of credit. In the opinion of
management, there are no unusual commitments or contingencies at May 25, 1997,
that would materially affect the financial position or operating results of
Darden.
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 26
NOTE 18--QUARTERLY DATA (UNAUDITED)
Summarized quarterly data for 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Fiscal 1997
Quarters Ended
- -------------------------------------------------------------------------------------------------------------------
Aug. 25 Nov. 24 Feb. 23 May 25 Total
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales $ 805,555 $ 748,757 $ 800,846 $ 816,652 $3,171,810
Gross Profit 167,935 118,189 147,559 162,148 595,831
Earnings (Loss) before Interest and Taxes 33,826 (10,196) 27,247 (183,072) (132,195)
Earnings (Loss) before Taxes 28,893 (15,819) 21,613 (189,173) (154,486)
Net Earnings (Loss) 20,473 (11,169) 15,723 (116,056) (91,029)
Net Earnings (Loss) per Share $ 0.13 $ (0.07) $ 0.10 $ (0.76) $ (0.59)
===================================================================================================================
<CAPTION>
Fiscal 1996
Quarters Ended
- -------------------------------------------------------------------------------------------------------------------
Aug. 27 Nov. 26 Feb. 25 May 26 Total
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales $ 836,021 $ 731,184 $ 795,111 $ 829,463 $3,191,779
Gross Profit 188,279 153,868 188,832 187,664 718,643
Earnings (Loss) before Interest and Taxes (17,630) 31,448 62,029 59,277 135,124
Earnings (Loss) before Taxes (22,996) 26,000 56,497 54,217 113,718
Net Earnings (Loss) (12,063) 16,328 35,608 34,482 74,355
Net Earnings (Loss) per Share $ (0.08) $ 0.10 $ 0.22 $ 0.22 $ 0.47
===================================================================================================================
</TABLE>
<PAGE>
DARDEN RESTAURANTS, INC. - 1997 ANNUAL REPORT TO STOCKHOLDERS (CON'T)
PAGE 27
FIVE-YEAR FINANCIAL SUMMARY
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Fiscal Year Ended
- -------------------------------------------------------------------------------------------------------------------
Pro Forma
May 25, 1997 May 26, 1996 May 28, 1995 May 29, 1994 May 30, 1993
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATION RESULTS
Sales $3,171,810 $3,191,779 $3,163,289 $2,962,980 $2,737,044
Costs and Expenses:
Cost of Sales:
Food and beverages 1,077,316 1,062,624 1,093,896 1,014,066 928,711
Restaurant labor 1,017,315 954,886 931,553 868,178 812,118
Restaurant expenses 481,348 455,626 470,194 442,769 406,524
- -------------------------------------------------------------------------------------------------------------------
Total Cost of Sales $2,575,979 $2,473,136 $2,495,643 $2,325,013 $2,147,353
- -------------------------------------------------------------------------------------------------------------------
Restaurant Operating Profit 595,831 718,643 667,646 637,967 589,691
- -------------------------------------------------------------------------------------------------------------------
Selling, General and Administrative 361,263 373,920 351,197 306,516 272,082
Depreciation and Amortization 136,876 134,599 135,472 124,732 115,684
Interest, Net 22,291 21,406 21,901 18,394 15,589
- -------------------------------------------------------------------------------------------------------------------
Total Costs and Expenses $3,096,409 $3,003,061 $3,004,213 $2,774,655 $2,550,708
- -------------------------------------------------------------------------------------------------------------------
Earnings before Restructuring and
Asset Impairment Expenses and
Income Taxes 75,401 188,718 159,076 188,325 186,336
Income Taxes before Restructuring
and Asset Impairment Expenses 21,071 69,514 50,817 68,451 71,050
- -------------------------------------------------------------------------------------------------------------------
Earnings from Operations before
Restructuring and Asset
Impairment Expenses and
Accounting Changes 54,330 119,204 108,259 119,874 115,286
Cumulative Effect of Accounting
Changes 3,661
Restructuring and Asset Impairment
Expenses, Net of Income Taxes 145,359 44,849 59,085 26,900
- -------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) $ (91,029) $ 74,355 $ 49,174 $ 123,535 $ 88,386
===================================================================================================================
Earnings per Share from Operations
before Restructuring and Asset
Impairment Expenses and
Accounting Changes $ 0.35 $ 0.75 $ 0.68 $ 0.75 $ 0.71
Net Earnings (Loss) per Share from
Operations after Restructuring
and Asset Impairment Expenses $ (0.59) $ 0.47 $ 0.31 $ 0.78 $ 0.54
Average Number of Common Shares
Outstanding, Net of Shares Held
in Treasury (in 000's) 155,600 158,700 158,000 159,100 163,100
===================================================================================================================
FINANCIAL POSITION
Total Assets $1,963,722 $2,088,504 $2,113,381 $1,859,124 $1,611,956
Land, Buildings and Equipment 1,533,272 1,702,861 1,737,982 1,564,245 1,370,087
Working Capital (Deficit) (143,211) (157,326) (209,609) (152,926) (105,339)
Long-term Debt 313,192 301,205 303,860 303,971
Stockholders' Equity 1,081,213 1,222,637 1,173,962 1,057,319
Stockholders' Equity per Share 7.07 7.70 7.43 6.65
===================================================================================================================
OTHER STATISTICS
Cash Flow from Operations $ 189,203 $ 294,032 $ 273,978 $ 262,018 $ 237,663
Capital Expenditures 159,688 213,905 357,904 335,031 294,408
Dividends Paid 12,385 12,647
Dividends Paid per Share 0.08 0.08
Advertising Expense $ 204,321 $ 239,526 $ 211,904 $ 173,053 $ 154,052
Number of Employees 114,600 119,100 124,700 115,200 102,600
Number of Restaurants 1,182 1,217 1,243 1,158 1,043
Stock Price:
High $ 12.125 $ 14.000 $ 10.875
Low 6.750 9.750 9.375
Close 8.250 11.750 10.875
===================================================================================================================
</TABLE>
<PAGE>
SUBSIDIARIES OF DARDEN RESTAURANTS, INC.
As of May 25, 1997, the Registrant had one "significant subsidiary", as defined
in Regulation S-X, Rule 1-02(w), identified as follows:
GMRI,Inc., a Florida corporation, doing business as Red Lobster,
The Olive Garden and Bahama Breeze.
In order to comply with certain state laws, the Registrant, either directly, or
indirectly through GMRI, Inc., had 58 other subsidiaries as of May 25, 1997. If
considered in the aggregate as a single subsidiary as of May 25, 1997, the 58
other subsidiaries would not constitute a "significant subsidiary" as defined in
Regulation S-X, Rule 1-02(w).
<PAGE>
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Darden Restaurants, Inc.:
We consent to incorporation by reference in the Registration Statement (No.
33-93854) on Form S-3 and Registration Statements (Nos. 33-92702 and 33-92704)
on Form S-8 of Darden Restaurants, Inc. of our report dated June 17, 1997,
relating to the consolidated balance sheets of Darden Restaurants, Inc. and
subsidiaries as of May 25, 1997 and May 26, 1996 and the related consolidated
statements of earnings (loss) and cash flows for each of the fiscal years in the
three-year period ended May 25, 1997, which report is incorporated by reference
to page 14 of the Registrant's 1997 Annual Report to Stockholders in the May 25,
1997 Annual Report on Form 10-K of Darden Restaurants, Inc.
/s/KPMG Peat Marwick LLP
Orlando, Florida
August 11, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned constitutes and appoints
C.L. Whitehill, Joe R. Lee and James D. Smith, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
25, 1997, and any and all amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
/s/ H. Brewster Atwater, Jr.
-----------------------------------------
H. Brewster Atwater, Jr.
Date: July 24, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned constitutes and appoints
C.L. Whitehill, Joe R. Lee and James D. Smith, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
25, 1997, and any and all amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
/s/ Daniel B. Burke
-----------------------------------------
Daniel B. Burke
Date: July 23, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned constitutes and appoints
C.L. Whitehill, Joe R. Lee and James D. Smith, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
25, 1997, and any and all amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
/s/ Betty Southard Murphy
-----------------------------------------
Betty Southard Murphy
Date: July 23, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned constitutes and appoints
C.L. Whitehill, Joe R. Lee and James D. Smith, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
25, 1997, and any and all amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
/s/ Jack A. Smith
-----------------------------------------
Jack A. Smith
Date: July 23, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned constitutes and appoints
C.L. Whitehill, Joe R. Lee and James D. Smith, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
25, 1997, and any and all amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
/s/ Michael D. Rose
-----------------------------------------
Michael D. Rose
Date: July 25, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned constitutes and appoints
C.L. Whitehill, Joe R. Lee and James D. Smith, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
25, 1997, and any and all amendments thereto and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
/s/ Blaine Sweatt
-----------------------------------------
Blaine Sweatt
Date: July 25, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements of Darden Restaurants, Inc. and subsidiaries
and is qualified in its entirety by reference to such financial information.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-25-1997
<PERIOD-END> MAY-25-1997
<CASH> 25,490
<SECURITIES> 0
<RECEIVABLES> 16,333
<ALLOWANCES> 249
<INVENTORY> 132,241
<CURRENT-ASSETS> 337,369
<PP&E> 2,390,523
<DEPRECIATION> (857,251)
<TOTAL-ASSETS> 1,963,722
<CURRENT-LIABILITIES> 480,580
<BONDS> 313,192
0
0
<COMMON> 1,268,656
<OTHER-SE> (187,443)
<TOTAL-LIABILITY-AND-EQUITY> 1,963,722
<SALES> 3,171,810
<TOTAL-REVENUES> 3,171,810
<CGS> 1,077,316
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<INCOME-TAX> (63,457)
<INCOME-CONTINUING> (91,029)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (91,029)
<EPS-PRIMARY> (0.59)
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</TABLE>
