Darden Restaurants (DRI) 10-K risk factor changes: FY2022 vs FY2021

Risks Relating to the COVID-19 [removed: Pandemic][added: Pandemic and Macroeconomic Disruption]

The COVID-19 pandemic has disrupted and may continue to disrupt our [removed: business,] [added: business and the global economy,] which has affected and could continue to materially affect our operations, financial condition and results of operations.

Once COVID-19 vaccines were approved and moved into wider distribution in the United States in early 2021, public health conditions improved and almost all of the COVID-19 restrictions on businesses [removed: have] eased.

We also could be adversely affected if the World Health Organization and/or [removed: the CDC] [added: The United States Centers for Disease Control] were to restrict travel to affected geographic areas where we source our products, thus possibly impacting the continuity of supply.

A shortage of [removed: quality] [added: qualified] candidates who meet all legal citizenship or work authorization requirements, failure to recruit and retain new team members in a timely manner or higher than expected turnover levels all could affect our ability to open new restaurants, grow sales at existing restaurants or meet our labor cost objectives.

An inability to adequately monitor and proactively respond to team member dissatisfaction could lead to poor guest satisfaction, higher turnover, litigation and unionization which could jeopardize our ability to meet our growth [removed: targets.][added: targets or impact our results of operations.]

We must continue to recruit, retain and motivate management team members in order to achieve our current business [removed: objectives and support our projected growth.]

Labor shortages, increased employee turnover and health care and other benefit [removed: mandates] [added: or working condition regulations] also have increased and may continue to increase our labor costs.

[removed: This] [added: These increased costs could,] in [removed: turn could] [added: turn,] lead us to increase [added: our menu] prices which could impact our sales.

Conversely, if competitive pressures or other factors prevent us from offsetting increased labor costs by increases in [added: menu] prices, our profitability may decline.

We are subject to a number of risks relating to public policy changes and federal, state and local regulation of our business, including in the areas of [removed: health care reform,] environmental matters, minimum wage, [added: employee benefit regulations,] unionization, menu labeling, immigration requirements and taxes, and an insufficient or ineffective response to legislation or government regulation may impact our cost structure, operational efficiencies and talent availability.

The myriad of laws and regulations being passed at the state and local level creates unique challenges for a multi-state employer as different standards apply to different locations, sometimes with conflicting [removed: requirements.]

Consumers [removed: have] [added: are] continually changing health and dietary preferences.

[removed: There has been a marked increase in the use] [added: The proliferation and utilization] of [added: existing and innovative] social media platforms [removed: and similar devices which allow] [added: allows] individuals [added: and businesses] access to a broad audience of consumers and other interested persons.

[removed: Many of our] [added: Our] competitors are [added: constantly] expanding their use of social media and new social media platforms are rapidly being developed, potentially making more traditional social media platforms obsolete.

Our results of operations depend significantly on our ability to anticipate and react to changes in the price and availability of food, ingredients, labor, health care, [removed: utilities] [added: utilities, fuel] and other related costs over which we may have little control.

We cannot predict whether we will [added: continue to] be able to anticipate and react to changing food costs by adjusting our purchasing practices, menu offerings, and menu prices, and a failure to do so could adversely affect our operating results.

Increases in minimum wage [added: and market pressure] may also result in increases in the wage rates paid for non-minimum wage positions.

In addition, interruptions to the availability of gas, electric, water or other utilities, whether due to aging infrastructure, weather conditions, [added: fire, animal damage, trees, digging accidents, geopolitical impacts or other reasons largely out of our control, may adversely affect]

Certain economic and business factors [removed: specific to] [added: and their impacts on] the restaurant industry and other general macroeconomic factors including unemployment, energy prices and interest rates that are largely beyond our control may adversely affect consumer behavior and our results of operations.

General economic conditions, including economic downturns related to the COVID-19 [removed: pandemic] [added: pandemic, geopolitical conditions] and uncertainty about the strength or pace of economic recovery, have also adversely affected our results of operations and may continue to do so.

[removed: Job losses, foreclosures, bankruptcies and falling home prices have] [added: Economic uncertainty has] caused and may continue to cause guests to make fewer discretionary purchases, and any significant decrease in our guest traffic or average profit per transaction will negatively impact our financial performance.

In addition, if gasoline, natural gas, electricity and other energy costs [removed: increase,] [added: remain at the current elevated levels or increase further,] and credit card, home mortgage and other borrowing costs increase with rising interest rates, our guests may have lower disposable income and reduce the frequency of their dining occasions, may spend less on each dining occasion or may choose more inexpensive restaurants.

Furthermore, we cannot predict the effects that actual or threatened armed conflicts, [added: including the ongoing armed conflict in the Ukraine,] terrorist attacks, efforts to combat terrorism, heightened security requirements, or a failure to protect information systems for critical infrastructure, such as the electrical grid and telecommunications systems, could have on our operations, the economy or consumer confidence generally.

[removed: Climatologists predict that the] [added: The] long-term effects of climate change and global warming will result in more severe, volatile weather or extended droughts, which could increase the frequency and duration of weather impacts on our operations.

Adverse weather conditions have in the past and may continue to impact guest traffic at our restaurants, cause the temporary underutilization of outdoor patio seating and, in more severe cases such as hurricanes, tornadoes, wildfires or other natural disasters, cause [added: property damage and] temporary closures, sometimes for prolonged periods, which [added: could] negatively impact our restaurant [removed: sales.][added: sales or costs.]

Climate change and government regulation relating to climate [removed: change] [added: change, including regulation of greenhouse gas emissions,] could result in construction delays and increased costs, interruptions to the availability or increases in the cost of utilities, and shortages or interruptions in the supply or increases to the costs of food items and other supplies.

As of May [removed: 30, 2021, 1,761] [added: 29, 2022, 1,791] of our [removed: 1,834] [added: 1,867] restaurants operating in the United States and Canada operate in leased locations and the leases are generally non-cancellable for some period of time.

[removed: In addition, at the end of the] lease term and expiration of all renewal periods, we may be unable to renew the lease without substantial additional cost, if at all.

Shortages, delays or interruptions in the supply of food items and other supplies to our restaurants may be caused by severe weather; natural disasters such as hurricanes, tornadoes, floods, droughts, wildfires and earthquakes; [added: macroeconomic conditions resulting in disruptions to the shipping and transportation industries;] labor issues [added: such as increased costs] or [added: worker shortages or] other operational disruptions at our suppliers, vendors or other service providers; the inability of our vendors or service providers to manage adverse business conditions, obtain credit or remain solvent; or other conditions beyond our control.

If we [removed: raise] [added: increase menu] prices as a result of increased food costs or [added: remove menu items due to] shortages, [removed: it] [added: such responses] may negatively impact our sales.

If we temporarily close a restaurant or remove popular items from a restaurant’s menu, that restaurant may experience a significant reduction in sales during the time affected by the shortage or thereafter as a result of our guests changing their dining [removed: habits][added: habits.]

The ability to open and profitably operate restaurants is subject to various risks, such as the identification and availability of suitable and economically viable locations, the negotiation of acceptable lease or purchase terms for new locations, the need to obtain all required governmental permits (including zoning approvals and liquor licenses) on a timely basis, the need to comply with other regulatory requirements, the availability of necessary contractors and subcontractors, the ability to meet construction schedules and budgets, the ability to manage union activities such as picketing or hand billing which could delay construction, increases in labor and building material costs, supply chain disruptions, the availability of financing at acceptable rates and terms, changes in patterns or severity of weather or other acts of God that could result in construction delays and adversely affect the results of one or more restaurants for an indeterminate amount of time, our ability to hire and train qualified management [removed: personnel and general economic and business conditions.]

At each potential location, we compete with other restaurants and retail businesses for desirable development sites, construction contractors, management personnel, hourly employees and other [added: resources.]

We may experience higher-than-anticipated costs [added: or delays] associated with the opening of new restaurants or with the closing, relocating and remodeling of existing restaurants, which may adversely affect our results of operations.

An increase in such expenses [added: or delays in the timeline to complete construction] could have an adverse effect on our results of operations.

The equity markets in the [removed: U.S. were extremely] [added: United States continue to be] volatile due to the [added: ongoing impacts of the] COVID-19 [removed: pandemic] [added: pandemic, macroeconomic conditions, geopolitical concerns] and due to the unpredictability of the recovery of the United States economy as a result of [removed: the pandemic and due to government and other responses thereto.][added: these factors.]

We regard our Olive Garden®, LongHorn Steakhouse®, Cheddar’s Scratch Kitchen®, Yard House®, The Capital Grille®, [removed: The Capital Burger ®,] Seasons 52®, Bahama Breeze®, Eddie V’s Prime Seafood®, [added: The Capital Burger ®,] Darden® and Darden Restaurants® service marks, and other service marks and trademarks related to our restaurant businesses, as having significant value and being important to our marketing efforts.

Negative publicity also may result from health concerns including food safety and flu or virus outbreaks, publication of government or industry findings concerning food products, environmental disasters, crime incidents, data security breaches, scandals involving our employees, or operational problems at our restaurants, all of which could make our brands and menu [added: offerings less appealing to our guests and negatively impact our guest counts and sales.]

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect [added: a misstatement of our financial statements or fraud.]

During fiscal 2022, increases in the numbers of cases of COVID-19 throughout the United States including the Omicron variant which significantly impacted our restaurants in the third quarter, mostly in January 2022, subjected some of our restaurants to other COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both.

Exclusions and quarantines of restaurant team members or groups thereof disrupt an individual restaurant’s operations and often come with little or no notice to the local restaurant management.

During fiscal 2022, along with COVID-19, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and other cost of goods sold.

These events further impacted the availability of team members needed to staff our restaurants and caused additional disruptions in our product supply chain.

The ongoing effects of COVID-19 and its variants, along with other geopolitical and macroeconomic events could lead to future capacity restrictions, mask and vaccination mandates, wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operations.

We have experienced and continue to experience inflationary conditions with respect to all of these cost areas during fiscal 2022.

The market for labor in the United States is competitive and has resulted in pressure on wages and may continue to do so in the future.

our operations.

objectives and support our projected growth.

requirements.

In addition, at the end of the

Supply chain disruptions have increased some of our costs and limited the availability of certain products for our restaurants during fiscal 2022 and may continue to do so.

personnel and general economic and business conditions.

Increases in the time to procure or shortages of construction labor and materials and capital equipment, or permitting delays, may impact the time it takes to open new restaurants.

In response to the COVID-19 pandemic and these changing conditions, during the fourth quarter of fiscal 2020, we closed the dining rooms in all of our restaurants for some portion of the quarter and operated in a To Go or To Go plus delivery format only.

As a result, we began fiscal 2021 with significant limitations on our operations, which over the course of the fiscal year varied widely from time to time, state to state and city to city.

During November 2020, rising case rates resulted in certain jurisdictions implementing restrictions that again reduced dining room capacity or mandated the re-closure of dining rooms.

As of the date of this report, all of our restaurants were able to open their dining rooms and few capacity restrictions or other COVID-19 restrictions remained in place in the United States.

However, it is possible that future increases in cases or further localized or widespread outbreaks of COVID-19 in the United States could require us to again reduce our capacity or suspend our in-restaurant dining operations.

The COVID-19 pandemic and these responses have affected and may continue to adversely affect our guest traffic, sales and operating costs and we cannot predict whether an increase in cases or localized or widespread outbreaks will occur and whether future government responses thereto may impact us.

In addition, future increases in cases or further localized or widespread outbreaks of COVID-19 in the United States or elsewhere could negatively impact our suppliers, and we could face shortages of food items or other supplies at our restaurants and our operations and sales could be adversely impacted by such supply interruptions.

fire, animal damage, trees, digging accidents or other reasons largely out of our control, may adversely affect our operations.

Supply chain risk could increase our costs and limit the availability of products that are critical to our restaurant operations.

resources.

offerings less appealing to our guests and negatively impact our guest counts and sales.

a misstatement of our financial statements or fraud.

Fiscal [removed: 2021,] [added: 2022,] which ended May [removed: 30, 2021, consisted of 52 weeks] [added: 29, 2022,] and fiscal [removed: 2020,] [added: 2021,] which ended May [removed: 31, 2020,] [added: 30, 2021, each] consisted of [removed: 53] [added: 52] weeks.

At May [removed: 30, 2021,] [added: 29, 2022,] we operated [removed: 1,834] [added: 1,867] restaurants through subsidiaries in the United States and Canada under the Olive Garden®, LongHorn Steakhouse®, Cheddar’s Scratch Kitchen®, Yard House®, The Capital Grille®, Seasons 52®, Bahama Breeze® [removed: and] [added: ,] Eddie V’s Prime Seafood® [added: , and The Capital Burger®] trademarks.

We own and operate all of our restaurants in the United States and Canada, except for 2 joint venture restaurants managed by us and [removed: 33] [added: 34] franchised restaurants.

We also have [removed: 24] [added: 26] franchised restaurants in operation located in Latin America.

For much of fiscal 2021, the COVID-19 pandemic resulted in a significant reduction in guest traffic at our restaurants due to changes in consumer behavior as public health officials encouraged social distancing and required personal protective [removed: equipment and state and local governments mandated restrictions including suspension of dine-in operations, reduced restaurant seating capacity, table spacing requirements, bar closures and additional physical barriers.][added: equipment.]

Once COVID-19 vaccines were approved and moved into wider distribution in the United States in early 2021, public health conditions improved and almost all of the COVID-19 restrictions on businesses [removed: have] eased.

Fiscal [removed: 2021] [added: 2022] Financial Highlights

Net earnings from continuing operations for fiscal [removed: 2021 was $632.4] [added: 2022 were $954.7] million [removed: ($4.80] [added: ($7.40] per diluted share) compared with [removed: a] net [removed: loss] [added: earnings] from continuing operations for fiscal [removed: 2020] [added: 2021] of [removed: $49.2] [added: $632.4] million [removed: ($0.40] [added: ($4.80] per diluted share).

[removed: Our net loss] [added: On an after-tax basis, results] from discontinued operations [removed: was $3.1] [added: for fiscal 2022 were a net loss of $1.9] million [removed: ($0.03] [added: ($0.01] per diluted share) [removed: for fiscal 2021,] compared with a net loss [removed: from discontinued operations] [added: for fiscal 2021] of [removed: $3.2] [added: $3.1] million ($0.03 per diluted [removed: share) for fiscal 2020.][added: share).]

[added: When combined with results from] continuing operations, our diluted net earnings per share was [removed: $4.77] [added: $7.39] for fiscal [removed: 2021] [added: 2022] and diluted net [removed: loss] [added: earnings] per share was [removed: $0.43] [added: $4.77] for fiscal [removed: 2020.][added: 2021.]

We expect fiscal [removed: 2022] [added: 2023] sales from continuing operations to increase between [removed: 28] [added: 6] percent and [removed: 32] [added: 8] percent, driven by Darden same-restaurant sales growth of [removed: 25] [added: 4] percent to [removed: 29 percent and] [added: 6 percent, as well as sales from] approximately [removed: 35-40] [added: 55-60] new restaurants.

In fiscal [removed: 2022,] [added: 2023,] we expect our annual effective tax rate to be [removed: between 13.0 percent and 14.0] [added: 13.5] percent and we expect capital expenditures incurred to build new restaurants, remodel and maintain existing restaurants and technology initiatives to be between [removed: $375.0] [added: $500.0] million and [removed: $425.0] [added: $550.0] million.

RESULTS OF OPERATIONS FOR FISCAL [removed: 2021] [added: 2022] AND [removed: 2020][added: 2021]

All information is derived from the consolidated statements of earnings for the fiscal years ended May [removed: 30, 2021] [added: 29, 2022] and May [removed: 31, 2020:][added: 30, 2021:]

| (in millions) | | | May [removed: 30, 2021] [added: 29, 2022] | | | | | | May [removed: 31, 2020] [added: 30, 2021] | | | | | | [added: 2022 v.] 2021 [removed: vs 2020] | | | | | | | | |

| Food and beverage | | | [removed: 2,072.1] [added: 2,943.6] | | | | | | [removed: 2,240.8] [added: 2,072.1] | | | | | | [removed: (7.5)] [added: 42.1%] | | [removed: %] | | | | | | |

| Restaurant labor | | | [removed: 2,286.3] [added: 3,108.8] | | | | | | [removed: 2,682.6] [added: 2,286.3] | | | | | | [removed: (14.8)] [added: 36.0%] | | [removed: %] | | | | | | |

| Restaurant expenses | | | [removed: 1,344.2] [added: 1,582.6] | | | | | | [removed: 1,475.1] [added: 1,344.2] | | | | | | [removed: (8.9)] [added: 17.7%] | | [removed: %] | | | | | | |

| Marketing expenses | | | [removed: 91.1] [added: 93.2] | | | | | | [removed: 238.0] [added: 91.1] | | | | | | [removed: (61.7)] [added: 2.3%] | | [removed: %] | | | | | | |

| General and administrative expenses | | | [removed: 396.2] [added: 373.2] | | | | | | [removed: 376.4] [added: 396.2] | | | | | | [removed: 5.3] [added: (5.8)%] | | [removed: %] | | | | | | |

| Depreciation and amortization | | | [removed: 350.9] [added: 368.4] | | | | | | [removed: 355.9] [added: 350.9] | | | | | | [removed: (1.4)] [added: 5.0%] | | [removed: %] | | | | | | |

| Impairments and disposal of assets, net | | | [removed: 6.6] [added: (2.0)] | | | | | | [removed: 221.0] [added: 6.6] | | | | | | [removed: (97.0)] [added: NM] | | [removed: %] | | | | | | |

| Total operating costs and expenses | | | $ | [removed: 6,547.4] [added: 8,467.8] | | | | | $ | [removed: 7,759.0] [added: 6,547.4] | | | | | [removed: (15.6)] [added: 29.3%] | | [removed: %] | | | | | | |

| Operating income | | | [removed: 648.7] [added: $] | [added: 1,162.2] | | | | | [removed: 47.9] [added: $] | [added: 648.7] | | | | | [removed: NM] [added: 79.2%] | | | | | | | | |

| Interest, net | | | [removed: 63.5] [added: 68.7] | | | | | | [removed: 57.3] [added: 63.5] | | | | | | [removed: 10.8] [added: 8.2%] | | [removed: %] | | | | | | |

| Other (income) expense, net | | | [removed: 8.7] [added: —] | | | | | | [removed: 151.6] [added: 8.7] | | | | | | [removed: (94.3)] [added: NM] | | [removed: %] | | | | | | |

| Earnings [removed: (loss)] before income taxes | | | [removed: 576.5] [added: $] | [added: 1,093.5] | | | | | [removed: (161.0)] [added: $] | [added: 576.5] | | | | | [removed: NM] [added: 89.7%] | | | | | | | | |

| Income tax expense (benefit) (1) | | | [removed: (55.9)] [added: 138.8] | | | | | | [removed: (111.8)] [added: (55.9)] | | | | | | [removed: (50.0)] [added: NM] | | [removed: %] | | | | | | |

| Earnings [removed: (loss)] from continuing operations | | | $ | [removed: 632.4] [added: 954.7] | | | | | $ | [removed: (49.2)] [added: 632.4] | | | | | [removed: NM] [added: 51.0%] | | | | | | | | |

| Losses from discontinued operations, net of tax | | | [removed: (3.1)] [added: (1.9)] | | | | | | [removed: (3.2)] [added: (3.1)] | | | | | | [removed: (3.1)] [added: (38.7)%] | | [removed: %] | | | | | | |

| Net earnings [removed: (loss)] | | | $ | [removed: 629.3] [added: 952.8] | | | | | $ | [removed: (52.4)] [added: 629.3] | | | | | [removed: NM] [added: 51.4%] | | | | | | | | |

| (1) Effective tax rate | | | [removed: (9.7)] [added: 12.7] | | % | | | | [removed: 69.4] [added: (9.7)] | | % | | | | | | | | | | | | |

The following table details the number of company-owned restaurants currently reported in continuing operations, compared with the number open at the end of fiscal [removed: 2020:][added: 2021:]

| | | | | | | May [removed: 30, 2021] [added: 29, 2022] | | | | | | May [removed: 31, 2020] [added: 30, 2021] | | |

| Olive Garden | | | | | | [removed: 875] [added: 884] | | | | | | [removed: 868] [added: 875] | | |

| LongHorn Steakhouse | | | | | | [removed: 533] [added: 546] | | | | | | [removed: 522] [added: 533] | | |

| Cheddar’s Scratch Kitchen | | | | | | [removed: 170] [added: 172] | | | | | | [removed: 165] [added: 170] | | |

| Yard House | | | | | | [removed: 81] [added: 85] | | | | | | 81 | | |

| The Capital Grille [removed: (1)] | | | | | | [removed: 63] [added: 62] | | | | | | 60 | | |

| Seasons 52 | | | | | | [removed: 44] [added: 45] | | | | | | 44 | | |

COVID-19 Pandemic and Other Impacts to our Operating Environment

Also, some state and local governments mandated restrictions including suspension of dine-in operations, reduced restaurant seating capacity, table spacing requirements, bar closures and additional physical barriers.

During fiscal 2022, increases in the number of cases of COVID-19 throughout the United States including the Omicron variant which significantly impacted our restaurants in the third quarter, mostly in January 2022, subjected some of our restaurants to other COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both.

Exclusions and quarantines of restaurant team members or groups thereof disrupt an individual restaurant’s operations and often come with little or no notice to the local restaurant management.

During fiscal 2022, along with COVID-19, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and other cost of goods sold.

These events further impacted the availability of team members needed to staff our restaurants and caused additional disruptions in our product supply chain.

The ongoing effects of COVID-19 and its variants, along with other geopolitical and macroeconomic events could lead to further capacity restrictions, mask and vaccination mandates, wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operations.

- Total sales increased 33.8% to $9.63 billion in 2022 from $7.20 billion in fiscal 2021 driven by a blended same-restaurant sales increase of 30.9% and sales from 33 net new restaurants.

- Reported diluted net earnings per share from continuing operations increased to $7.40 in 2022 from $4.80 in fiscal 2021, a 54.2 percent increase.

- Net earnings from continuing operations increased to $954.7 million in 2022 from $632.4 million in fiscal 2021, a 51.0 percent increase.

| Sales | | | $ | 9,630.0 | | | | | $ | 7,196.1 | | | | | 33.8% | | | | | | | | |

| The Capital Burger | | | | | | 3 | | | | | | 3 | | |

| Olive Garden | | | $ | 4,503.9 | | | | | $ | 3,593.4 | | | | | 25.3 | | % | | | | 24.1 | | % | | | | $ | 5.1 | | | | | $ | 4.1 | |

| LongHorn Steakhouse | | | $ | 2,374.3 | | | | | $ | 1,810.4 | | | | | 31.1 | | % | | | | 28.1 | | % | | | | $ | 4.4 | | | | | $ | 3.4 | |

| Fine Dining (3) | | | $ | 776.2 | | | | | $ | 443.2 | | | | | 75.1 | | % | | | | 62.7 | | % | | | | $ | 8.8 | | | | | $ | 5.4 | |

| Other Business (3) | | | $ | 1,975.6 | | | | | $ | 1,349.1 | | | | | 46.4 | | % | | | | 42.4 | | % | | | | $ | 5.7 | | | | | $ | 4.0 | |

| | | | $ | 9,630.0 | | | | | $ | 7,196.1 | | | | | | | | | | | | | | | | | | | | | | | | | |

(3)In the first quarter of fiscal 2022, we changed our internal management reporting to include The Capital Burger in the Other Business segment.

Previously, The Capital Burger was included in the Fine Dining segment due to its adjacency with The Capital Grille brand and overall immateriality.

Fiscal 2021 figures have been restated for comparability.

| | | | | | | | | | | | |

- Marketing expenses decreased as a percent of sales primarily due to sales leverage.

The effective income tax rates for fiscal 2022 and 2021 for continuing operations were 12.7 percent and (9.7) percent, respectively.

During fiscal 2022, we had income tax expense of $138.8 million on earnings before income tax of $1.09 billion compared to an income tax benefit of $55.9 million on earnings before income taxes of $576.5 million in fiscal 2021.

In the first quarter of fiscal 2022, we changed our internal management reporting to include The Capital Burger in the Other Business segment.

Previously, The Capital Burger was included in the Fine Dining segment due to its adjacency with The Capital Grille brand and overall immateriality.

Fiscal 2021 figures have been restated for comparability.

| | | | | | | | | | | | | | | | | | | | | | | | |

| Fine Dining | | | | | | 21.3% | | | | | | 18.1% | | | | | | 320 | | | BP | | |

| Other Business | | | | | | 15.2% | | | | | | 14.3% | | | | | | 90 | | | BP | | |

We are currently operating in a period of higher than usual inflation, led by food and beverage cost and labor inflation.

Food and beverage inflation is principally due to increased costs incurred by our vendors related to higher labor, transportation, packaging, and raw materials costs.

Some of the impacts of the inflation have been offset by menu price increases and other adjustments made during the year.

Whether we are able and/or choose to continue to offset the effects of inflation will determine to what extent, if any, inflation affects our restaurant profitability in future periods.

The Revolving Credit Agreement replaced our prior $750.0 million revolving credit agreement, dated as of October 27, 2017 and amended as of March 25, 2020.

| Leases (2) | | | | | | 3,087.1 | | | | | | 424.5 | | | | | | 791.1 | | | | | | 687.5 | | | | | | 1,184.0 | | |

| Purchase obligations (3) | | | | | | 745.6 | | | | | | 520.2 | | | | | | 221.0 | | | | | | 4.4 | | | | | | — | | |

| Benefit obligations (4) | | | | | | 395.7 | | | | | | 33.9 | | | | | | 71.2 | | | | | | 76.0 | | | | | | 214.6 | | |

| Unrecognized income tax benefits (5) | | | | | | 24.4 | | | | | | 7.2 | | | | | | 4.6 | | | | | | 12.6 | | | | | | — | | |

| Total contractual obligations | | | | | | $ | 5,766.1 | | | | | $ | 1,027.4 | | | | | $ | 1,171.1 | | | | | $ | 1,363.7 | | | | | $ | 2,203.9 | |

COVID-19 Pandemic

Beginning in late March 2020, we operated with all of our dining rooms closed and served our guests in a To Go only or To Go and delivery format.

In late April 2020, state and local governments began to allow us to open dining rooms at limited capacities, along with other operating restrictions.

As a result, we began fiscal 2021 with significant limitations on our operations, which over the course of the fiscal year varied widely from time to time, state to state and city to city.

During November 2020, rising case rates resulted in certain jurisdictions implementing restrictions that again reduced dining room capacity or mandated the re-closure of dining rooms.

As of the date of this report, all of our restaurants were able to open their dining rooms to some extent and few capacity restrictions or other COVID-19 restrictions remained in place in the United States.

However, it is possible additional outbreaks could require us to again reduce our capacity or limit or suspend our in-restaurant dining operations.

As we navigated through the pandemic, we took significant steps to adapt our business model to allow us to continue to serve guests and support our team members, including investing in our team members through enhanced pay and benefits, streamlining our restaurant processes, simplifying our menus, and accelerating the rollout of technology to all of our brands to enhance the off-premise and in-restaurant guest experience.

As our dining rooms have returned to full or close-to-full capacity, we are focused on continuing to provide a safe environment for our team members and guests, and maintaining many of the operating efficiencies established during fiscal 2021.

Our sales from continuing operations were $7.20 billion in fiscal 2021 compared to $7.81 billion in fiscal 2020.

The 7.8 percent decrease in sales from continuing operations was primarily driven by negative combined Darden same-restaurant sales of 7.8 percent and one less week of operations in fiscal 2021, partially offset by revenue from the addition of 30 net new company-owned restaurants.

The decrease in same-restaurant sales was driven by the impact of COVID-19.

Our results from continuing operations for fiscal 2021 increased compared to fiscal 2020 primarily due to the economic impacts of COVID-19 which had a material adverse effect specifically on the fourth quarter of fiscal 2020, including $390.0 million of impairments.

When combined with results from

| Sales | | | $ | 7,196.1 | | | | | $ | 7,806.9 | | | | | (7.8) | | % | | | | | | |

| Goodwill impairment | | | — | | | | | | 169.2 | | | | | | (100.0) | | % | | | | | | |

(1)Includes three The Capital Burger restaurants in fiscal 2021 and two in fiscal 2020.

| Olive Garden | | | $ | 3,593.4 | | | | | $ | 4,013.8 | | | | | (10.5) | | % | | | | (9.9) | | % | | | | $ | 4.1 | | | | | $ | 4.5 | |

| LongHorn Steakhouse | | | $ | 1,810.4 | | | | | $ | 1,701.1 | | | | | 6.4 | | % | | | | 5.5 | | % | | | | $ | 3.4 | | | | | $ | 3.2 | |

| Fine Dining | | | $ | 446.9 | | | | | $ | 541.1 | | | | | (17.4) | | % | | | | (19.2) | | % | | | | $ | 5.3 | | | | | $ | 6.5 | |

| Other Business | | | $ | 1,345.4 | | | | | $ | 1,550.9 | | | | | (13.3) | | % | | | | (13.5) | | % | | | | $ | 4.0 | | | | | $ | 4.5 | |

| | | | $ | 7,196.1 | | | | | $ | 7,806.9 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Goodwill impairment | | | — | | | | | | 2.2 | | |

- Marketing expenses decreased as a percent of sales primarily due to a 2.0% impact from lower media spending at Olive Garden and LongHorn Steakhouse, partially offset by a 0.3% impact from sales deleverage.

- Impairments and disposal of assets, net decreased as a percent of sales due to the economic impact of the COVID-19 pandemic on fiscal 2020.

During the fourth quarter of fiscal 2020, we recorded non-cash impairment charges of $220.8 million related to a portion of our other indefinite-lived intangible assets, restaurant-level and other assets.

- Goodwill impairment decreased as a percent of sales due to the economic impact of COVID-19 on fiscal 2020.

During the fourth quarter of fiscal 2020, we recorded a non-cash impairment charge of $169.2 million related to a portion of our goodwill.

During fiscal 2021, we had an income tax benefit of $55.9 million ((9.7) percent effective tax rate) compared to an income tax benefit of $111.8 million (69.4 percent effective tax rate) in fiscal 2020.

The significant change was driven primarily by the fact that we had $576.5 million in earnings before taxes in fiscal 2021, compared to a net loss before taxes $161.0 million in fiscal 2020.

We generated a net operating loss for tax purposes due to several factors, including the impact of COVID-19, accelerated tax depreciation, increased tax deductions for equity vestings and exercises, tax accounting method changes and various other tax planning initiatives.

Our results from continuing operations for fiscal 2021 increased compared with fiscal 2020 primarily due to the economic impacts of COVID-19 which had a material adverse effect on the fourth quarter of fiscal 2020 including $390.0 million of asset impairments during the fourth quarter.

In fiscal 2020, our diluted per share results from continuing operations were negatively impacted by approximately $2.19 due to non-cash goodwill and trademark impairments, approximately $0.29 due to non-cash restaurant-level impairments and approximately $0.18 due to inventory and note receivable write-downs.

Additionally, our diluted per share results from continuing operations for fiscal 2020 were adversely impacted by approximately $0.89 due to a pension settlement charge and approximately $0.02 due to an international structure simplification from the second quarter of fiscal 2020.

| Fine Dining | | | | | | 17.7% | | | | | | 16.3% | | | | | | 140 | | | BP | | |

| Other Business | | | | | | 14.4% | | | | | | 8.9% | | | | | | 550 | | | BP | | |

However, throughout fiscal 2021, a variety of factors, including the impacts of COVID-19 on our business, government actions taken to respond to COVID-19 and to stimulate the United States’ recovery from COVID-19, and changing consumer preferences caused fluctuations in our sales volumes that were different than our typical seasonality.

We do not believe inflation had a significant overall effect on our annual results of operations during fiscal 2021 or 2020.

We have eight reporting units, six of which had goodwill and seven of which had trademarks.

As previously noted, during the fourth quarter of fiscal 2020, all of our restaurants began operating at reduced capacities due to COVID-19 and initially were not able to generate sufficient cash from operations to cover all of our projected expenditures while

At May [removed: 30, 2021,] [added: 29, 2022,] our potential losses in future net earnings resulting from changes in equity forwards, commodity instruments and floating rate debt interest rate exposures were approximately [removed: $74.3] [added: $70.2] million over a period of one year.

The value at risk from an increase in the fair value of all of our long-term fixed-rate debt, over a period of one year, was approximately [removed: $72.6] [added: $81.7] million.

The fair value of our long-term fixed-rate debt outstanding as of May [removed: 30, 2021,] [added: 29, 2022,] averaged [removed: $1.01] [added: $1.03] billion, with a high of [removed: $1.06] [added: $1.09] billion and a low of [removed: $917.3] [added: $883.4] million during fiscal [removed: 2021.][added: 2022.]

Darden Restaurants, Inc. is a full-service restaurant company, and as of May [removed: 30, 2021,] [added: 29, 2022,] we owned and operated [removed: 1,834] [added: 1,867] restaurants through subsidiaries in the United States and Canada under the Olive Garden®, LongHorn Steakhouse®, Cheddar’s Scratch Kitchen®, Yard House®, The Capital Grille®, Seasons 52®, Bahama [removed: Breeze® and] [added: Breeze®,] Eddie V’s Prime [removed: Seafood®] [added: Seafood®, and The Capital Burger®] trademarks.

As of May [removed: 30, 2021,] [added: 29, 2022,] we also had [removed: 57] [added: 60] restaurants operated by independent third parties pursuant to area development and franchise agreements.

The following table details the number of company-owned and operated restaurants, as well as those operated under franchise agreements, as of May [removed: 30, 2021:][added: 29, 2022:]

| Number of restaurants | | | | | | Olive Garden | | | | | | LongHorn Steakhouse | | | | | | Cheddar’s Scratch Kitchen | | | | | | Yard House (1) | | | | | | The Capital [removed: Grille (2)] [added: Grille] | | | | | | Seasons 52 | | | | | | Bahama Breeze | | | | | | Eddie V’s | | | | | | [added: The Capital Burger | | | | | |] Total | | |

| Owned and operated: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Canada | | | | | | 8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [added: — | | | | | |] 8 | | |

| [removed: Total] [added: 2021] | | | | | | 875 | | | | | | 533 | | | | | | 170 | | | | | | 81 | | | | | | [removed: 63] [added: 60] | | | | | | 44 | | | | | | 42 | | | | | | 26 | | | | | | [added: 3 | | | | | |] 1,834 | | | [added: | | | $7,196.1 | | |]

| Franchised: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| United States [removed: (3)] [added: (2)] | | | | | | [removed: 9] [added: 11] | | | | | | 18 | | | | | | [removed: 5] [added: 4] | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | [removed: 33] [added: —] | | | [added: | | | 34 | | |]

| Latin America | | | | | | [removed: 23] [added: 24] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 1] [added: 2] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 24] [added: —] | | | [added: | | | 26 | | |]

| Total | | | | | | [removed: 32] [added: 35] | | | | | | 18 | | | | | | [removed: 5] [added: 4] | | | | | | — | | | | | | [removed: 1] [added: 2] | | | | | | — | | | | | | 1 | | | | | | — | | | | | | [removed: 57] [added: —] | | | [added: | | | 60 | | |]

[removed: (3)Includes] [added: (2)Includes] Puerto Rico and Guam.

Our fiscal year [removed: 2021] [added: 2022] ended May [removed: 30, 2021] [added: 29, 2022] and consisted of 52 weeks, fiscal [removed: 2020] [added: 2021] ended May [removed: 31, 2020] [added: 30, 2021] and consisted of [removed: 53] [added: 52] weeks, and fiscal [removed: 2019] [added: 2020] ended May [removed: 26, 2019] [added: 31, 2020] and consisted of [removed: 52] [added: 53] weeks.

For much of fiscal 2021, the COVID-19 pandemic resulted in a significant reduction in guest traffic at our restaurants due to changes in consumer behavior as public health officials encouraged social distancing and required personal protective equipment [removed: and state and local governments mandated restrictions including suspension of dine-in operations, reduced restaurant seating capacity, table spacing requirements, bar closures and additional physical barriers.][added: (PPE).]

Once COVID-19 vaccines were approved and moved into wider distribution in the United States in early 2021, public health conditions improved and almost all of the COVID-19 restrictions on businesses [removed: have] eased.

We have four reportable segments: 1) Olive Garden, 2) LongHorn Steakhouse, 3) Fine Dining (which includes The Capital Grille and Eddie V’s) and 4) Other Business (which includes Cheddar’s Scratch Kitchen, Yard House, Bahama Breeze, Seasons [removed: 52] [added: 52, The Capital Burger] and results from our franchise operations).

During fiscal [removed: 2021,] [added: 2022,] the average check per person (defined as total sales divided by number of entrées sold) was approximately [removed: $20.00,] [added: $21.00,] with alcoholic beverages accounting for [removed: 4.7] [added: 5.5] percent of Olive Garden’s sales.

LongHorn Steakhouse is a full-service steakhouse restaurant [added: brand] with locations primarily in the eastern United States, operating in an atmosphere inspired by the American West.

Most [removed: dinner menu entrée prices range from $11.50 to $31.50, and most] lunch [added: and dinner] menu entrée prices range from $8.00 to [removed: $12.00.][added: $21.00.]

During fiscal [removed: 2021,] [added: 2022,] the average check per person was approximately [removed: $23.00,] [added: $24.00,] with alcoholic beverages accounting for [removed: 7.9] [added: 9.0] percent of LongHorn Steakhouse’s sales.

Cheddar’s Scratch Kitchen is a full-service restaurant [added: brand] operating primarily in Texas and throughout the southern, [removed: midwestern] [added: mid-western] and mid-Atlantic regions of the United States.

The casual dining menu features modern classics and American favorites cooked [added: from scratch.]

Most lunch and dinner menu entrée prices range from [removed: $8.00] [added: $9.00] to [removed: $19.00.][added: $48.00.]

During fiscal [removed: 2021,] [added: 2022,] the average check per person was approximately [removed: $16.00,] [added: $16.50,] with alcoholic beverages accounting for [removed: 8.1] [added: 8.3] percent of Cheddar’s Scratch Kitchen’s sales.

Yard House is a full-service restaurant [added: brand] operating in metropolitan areas across the United States and is known for great food, classic rock and over 100 draft beer offerings.

Most lunch and dinner menu entrée prices range from [removed: $9.50] [added: $12.00] to [removed: $43.00.][added: $46.50.]

During fiscal [removed: 2021,] [added: 2022,] the average check per person was approximately [removed: $32.00,] [added: $33.50,] with alcoholic beverages accounting for 33.8 percent of Yard House’s sales.

The Capital Grille is a fine dining restaurant [added: brand] with locations [added: primarily] in major metropolitan cities in the United States featuring relaxed elegance and style.

Most dinner menu entrée prices range from [removed: $31.00] [added: $34.00] to $95.00 and most lunch menu entrée prices range from [removed: $18.00] [added: $19.00] to [removed: $48.00.][added: $49.00.]

During fiscal [removed: 2021,] [added: 2022,] the average check per person was approximately [removed: $85.50,] [added: $92.50,] with alcoholic beverages accounting for [removed: 26.7] [added: 27.7] percent of The Capital Grille’s sales.

Seasons 52 is an internally-developed full-service restaurant brand with a casually sophisticated, fresh grill and wine bar that offers a seasonally changing [removed: menu.][added: menu with all items under 595 calories.]

Most [added: lunch and] dinner menu entrée prices range from [removed: $15.00 to $41.50, and most lunch entrée prices range from $11.50] [added: $8.50] to [removed: $41.50.][added: $24.00.]

During fiscal [removed: 2021,] [added: 2022,] the average check per person was approximately [removed: $46.50,] [added: $47.50,] with alcoholic beverages accounting for [removed: 25.1] [added: 24.4] percent of Seasons 52’s sales.

Bahama Breeze is an internally-developed full-service restaurant brand operating primarily in the eastern United [removed: States,] [added: States] that offers guests the feeling of a Caribbean escape, with food, drinks and atmosphere found in the islands.

Most lunch and dinner menu entrée prices range from [removed: $8.00] [added: $16.00] to [removed: $24.00.][added: $30.00.]

During fiscal [removed: 2021,] [added: 2022,] the average check per person was approximately [removed: $31.00,] [added: $30.50,] with alcoholic beverages accounting for [removed: 23.3] [added: 22.9] percent of Bahama Breeze’s sales.

Eddie V’s is a fine dining restaurant [added: brand] with locations in major metropolitan cities in the United States, with a sophisticated and contemporary ambiance, featuring live [removed: nightly] music [added: trios nightly] in the V Lounge.

During fiscal [removed: 2021,] [added: 2022,] the average check per person was approximately [removed: $101.00,] [added: $109.00,] with alcoholic beverages accounting for [removed: 28.3] [added: 30.1] percent of Eddie V’s sales.

The following table shows our [added: restaurant] growth over the last five years and lists the number of restaurants owned and operated by each of our brands as of the end of the fiscal years indicated.

| Fiscal Year | | | | | | Olive Garden | | | | | | LongHorn Steakhouse | | | | | | Cheddar’s Scratch Kitchen | | | | | | Yard House | | | | | | The Capital [removed: Grille (1)] [added: Grille] | | | | | | Seasons 52 | | | | | | Bahama Breeze | | | | | | Eddie V’s | | | | | | [added: The Capital Burger | | | | | |] Total Restaurants | | | | | | Total Sales (in [removed: millions)] [added: millions) (1)] | | |

| United States | | | | | | 876 | | | | | | 546 | | | | | | 172 | | | | | | 85 | | | | | | 62 | | | | | | 45 | | | | | | 42 | | | | | | 28 | | | | | | 3 | | | | | | 1,859 | | |

| Total | | | | | | 884 | | | | | | 546 | | | | | | 172 | | | | | | 85 | | | | | | 62 | | | | | | 45 | | | | | | 42 | | | | | | 28 | | | | | | 3 | | | | | | 1,867 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

COVID-19 Pandemic and Other Impacts to our Operating Environment

Also, some state and local governments mandated restrictions including suspension of dine-in operations, reduced restaurant seating capacity, table spacing requirements, bar closures and additional physical barriers.

During fiscal 2022, increases in the number of cases of COVID-19 throughout the United States including the Omicron variant which significantly impacted our restaurants in the third quarter, mostly in January 2022, subjected some of our restaurants to other COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both.

Exclusions and quarantines of restaurant team members or groups thereof disrupt an individual restaurant’s operations and often come with little or no notice to the local restaurant management.

During fiscal 2022, along with COVID-19, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and other cost of goods sold.

These events further impacted the availability of team members needed to staff our restaurants and caused additional disruptions in our product supply chain.

The ongoing effects of COVID-19 and its variants, along with other geopolitical and macroeconomic events could lead to further capacity restrictions, mask and vaccination mandates, wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operations.

Most dinner menu entrée prices range from $12.50 to $32.50, and most lunch menu entrée prices range from $9.00 to $13.00.

Dishes are artistically prepared and feature an ever-changing array of seasonal seafood, along with critically acclaimed prime steaks, hand cut and broiled to perfection.

The atmosphere provides an alluring dining experience reminiscent of a modern day Gatsby, infusing an indulgent experience with an irresistible vibe.

Eddie V’s opened its first restaurant in 2000 and we acquired Eddie V’s in November 2011.

*The Capital Burger*

The Capital Burger is an internally created, development-stage full-service restaurant concept with locations primarily in major metropolitan cities in the United States that offers guests a luxe burger experience.

The Capital Burger opened its first restaurant in 2018.

The menu features burgers made with a proprietary beef blend, sandwiches and appetizers.

It is a bar-centric concept offering local craft beers, a unique wine list and spiked shakes.

Multiple items take from the parentage of The Capital Grille, like the signature Stoli Doli, a pineapple-infused martini.

During fiscal 2022, the average check per person was approximately $31.50, with alcoholic beverages accounting for 31.2 percent of The Capital Burger’s sales.

The Capital Burger maintains an all-day menu in addition to a happy hour menu.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2022 | | | | | | 884 | | | | | | 546 | | | | | | 172 | | | | | | 85 | | | | | | 62 | | | | | | 45 | | | | | | 42 | | | | | | 28 | | | | | | 3 | | | | | | 1,867 | | | | | | $9,630.0 | | |

(1) During fiscal 2020 and 2021, many of our locations experienced restrictions on operations, including the ability to have dine-in operations and were subject to vaccine and/or mask mandates.

| LongHorn Steakhouse | | | 14 | | | | | | | | | | | | 1 | | | | | | 15-18 | | | | | | $3.0 | | | \- | | | $4.2 | | | | | | 5,700 | | | | | | 180 | | |

(4)The Capital Burger is a development-stage concept with limited pro-forma information, as such, it is excluded from this table.

The Capital Burger restaurant has one sous chef and each Bahama Breeze restaurant has one to three culinary managers.

These programs focus on preventing hazards that could cause food-borne illnesses by applying scientifically-based controls to analyze hazards,

We actively engage with and monitor our suppliers, both in person and remotely, including hosting virtual visits and audits.

During fiscal 2022, we continued to direct more of our marketing efforts towards digital channels rather than traditional media outlets.

brands’ relevance.

Due to the current inflationary environment, we accelerated the increase to $12 per hour to become effective January 1, 2022.

In addition, to reward our restaurant management teams for successfully navigating through the challenges of the COVID-19 pandemic impacts on their operations, during fiscal 2022, we enhanced each of the quarterly restaurant management team bonus payouts.

In order to reward all of our restaurant General Managers and Managing Partners for navigating the pandemic and increase retention of these key team members in the medium-term, we awarded each of our restaurant managers and general partners incremental long-term cash settled, stock based incentive grants in June 2021, with a total value of over $18 million.

- United States (including Puerto Rico and Guam),

- Aruba, and

- Saudi Arabia

Most of these regulations were rolled back by end of the first quarter of fiscal 2022, and as of the end of fiscal 2022, very few COVID-19-specific operating restrictions remained in place in the United States.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| United States | | | | | | 867 | | | | | | 533 | | | | | | 170 | | | | | | 81 | | | | | | 63 | | | | | | 44 | | | | | | 42 | | | | | | 26 | | | | | | 1,826 | | |

(2)Includes three company-owned The Capital Burger restaurants.

COVID-19 Pandemic

Beginning in late March 2020, we operated with all of our dining rooms closed and served our guests in a To Go only or To Go and delivery format.

In late April 2020, state and local governments began to allow us to open dining rooms at limited capacities, along with other operating restrictions.

As a result, we began fiscal 2021 with significant limitations on our operations, which over the course of the fiscal year varied widely from time to time, state to state and city to city.

During November 2020, rising case rates resulted in certain jurisdictions implementing restrictions that again reduced dining room capacity or mandated the re-closure of dining rooms.

As of the date of this report, all of our restaurants were able to open their dining rooms to some extent and few capacity restrictions or other COVID-19 restrictions remained in place in the United States.

However, it is possible additional outbreaks could require us to again reduce our capacity or limit or suspend our in-restaurant dining operations.

As we navigated through the pandemic, we took significant steps to adapt our business model to allow us to continue to serve guests and support our team members, including investing in our team members through enhanced pay and benefits, streamlining our restaurant processes, simplifying our menus, and accelerating the rollout of technology to all of our brands to enhance the off-premise and in-restaurant guest experience.

As our dining rooms have returned to full or close-to-full capacity, we are focused on continuing to provide a safe environment for our team members and guests, and maintaining many of the operating efficiencies established during fiscal 2021.

from scratch.

The menu is inspired by the great classic restaurants of New Orleans, San Francisco and Boston, with an emphasis on prime seafood creations, USDA prime beef and chops, and fresh

oyster bar selections.

The atmosphere provides a comfortable dining experience reminiscent of a modern day Gatsby “where your pleasure is our sole intention.” Eddie V’s opened its first restaurant in 2000 and we acquired Eddie V’s in November 2011.

| 2017 | | | | | | 846 | | | | | | 490 | | | | | | 140 | | | | | | 67 | | | | | | 56 | | | | | | 41 | | | | | | 37 | | | | | | 18 | | | | | | 1,695 | | | | | | $7,170.2 | | |

| 2021 | | | | | | 875 | | | | | | 533 | | | | | | 170 | | | | | | 81 | | | | | | 63 | | | | | | 44 | | | | | | 42 | | | | | | 26 | | | | | | 1,834 | | | | | | $7,196.1 | | |

(1)Includes The Capital Burger restaurants as follows: one in fiscal 2018, one in fiscal 2019, two in fiscal 2020, and three in fiscal 2021.

| LongHorn Steakhouse | | | 12 | | | | | | | | | | | | 1 | | | | | | 12-14 | | | | | | $2.6 | | | \- | | | $4.0 | | | | | | 5,660 | | | | | | 184 | | |

(4)Fiscal 2021 restaurant openings include one The Capital Burger restaurant.

Pro-forma new restaurant data excludes The Capital Burger.

- Safety: The Company’s cross functional COVID-19 task force implemented CDC-based guidelines for restaurants.

We also implemented and communicated guidelines for our distributors and other suppliers providing services inside our restaurants, including required use of personal protective equipment (PPE).

To support these enhanced safety protocols, we secured a supply of the necessary volumes of PPE and cleaning products for our restaurants and team members.

- Sourcing: As we transitioned to increased To Go business during the temporary closure of our dining rooms, we secured supplies of new and additional packaging products to better support food and beverage transport.

We also sourced alternate formats of alcohol beverages for To Go in order to comply with state laws that permitted To Go sales of alcohol.

The purchasing team also mitigated obsolete/expiring inventory exposure by selling products to retail outlets for slow-moving items during capacity and dining room restrictions.

An internal cross-functional team was created specifically to ensure successful restaurant ramp-down and quick reopening support.

During the COVID-19 pandemic, we are monitoring our suppliers remotely, hosting virtual visits with potential new suppliers and conducting virtual request for proposal processes.

In response to the COVID-19 pandemic, we significantly reduced our television advertising spending and directed our marketing efforts towards growing and promoting our To Go options and off-premise dining business for much of fiscal 2021.

We invest in our team members’ careers every step of the way by providing the tools they need to succeed in

We also announced approximately $17 million in one-time bonuses that were paid to our hourly restaurant team members to reward them for their hard work and dedication to serving our guests throughout the COVID-19 pandemic.

During fiscal 2021, we provided nearly $24 million in supplemental pay programs to provide support to hourly team members impacted by closures of dining rooms due to the COVID-19 pandemic and paid time off to receive their COVID-19 vaccines.

In addition, to reward our restaurant management teams, during fiscal 2021, we paid quarterly bonuses at above-target levels regardless of performance during those quarters.

For our restaurant management teams other than general managers or managing partners, we also announced $6.5 million in one-time bonuses to reward their contributions to our success in navigating the pandemic.

The restaurant general managers and managing partners average 13 years with us.

We also face growing competition from the supermarket industry, which offers convenient meals in the form of improved entrées, side dishes or meal preparation kits from the deli or prepared foods sections.

- United States,

For the fiscal year ended May [removed: 30, 2021][added: 29, 2022]

The aggregate market value of Common Stock held by non-affiliates of the Registrant based on the closing price of [removed: $109.95] [added: $140.55] per share as reported on the New York Stock Exchange on November [removed: 27, 2020,] [added: 26, 2021,] was approximately: [removed: $14,279,051,000.][added: $17,964,900,000.]

Number of shares of Common Stock outstanding as of May [removed: 30, 2021: 130,762,723.][added: 29, 2022: 123,946,313.]

Portions of the Registrant’s Proxy Statement for its Annual Meeting of Shareholders on September [removed: 22, 2021,] [added: 21, 2022,] to be filed with the Securities and Exchange Commission no later than 120 days after May [removed: 30, 2021,] [added: 29, 2022,] are incorporated by reference into Part III of this Report.

FISCAL YEAR ENDED MAY [removed: 30, 2021][added: 29, 2022]

| Item 1. | | | [removed: [Business](#idf265839c4244cdbafcce701dde48fcd_13)] [added: [Business](#ia34ad59cc6a7486eaa44ef8cec2f245d_13)] | | | [removed: [1](#idf265839c4244cdbafcce701dde48fcd_13)] [added: [1](#ia34ad59cc6a7486eaa44ef8cec2f245d_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#idf265839c4244cdbafcce701dde48fcd_34)] [added: Factors](#ia34ad59cc6a7486eaa44ef8cec2f245d_34)] | | | [removed: [14](#idf265839c4244cdbafcce701dde48fcd_34)] [added: [14](#ia34ad59cc6a7486eaa44ef8cec2f245d_34)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#idf265839c4244cdbafcce701dde48fcd_37)] [added: Comments](#ia34ad59cc6a7486eaa44ef8cec2f245d_37)] | | | [removed: [24](#idf265839c4244cdbafcce701dde48fcd_37)] [added: [24](#ia34ad59cc6a7486eaa44ef8cec2f245d_37)] | | |

| Item 2. | | | [removed: [Properties](#idf265839c4244cdbafcce701dde48fcd_40)] [added: [Properties](#ia34ad59cc6a7486eaa44ef8cec2f245d_40)] | | | [removed: [24](#idf265839c4244cdbafcce701dde48fcd_40)] [added: [24](#ia34ad59cc6a7486eaa44ef8cec2f245d_40)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#idf265839c4244cdbafcce701dde48fcd_43)] [added: Proceedings](#ia34ad59cc6a7486eaa44ef8cec2f245d_43)] | | | [removed: [24](#idf265839c4244cdbafcce701dde48fcd_43)] [added: [24](#ia34ad59cc6a7486eaa44ef8cec2f245d_43)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#idf265839c4244cdbafcce701dde48fcd_46)] [added: Disclosures](#ia34ad59cc6a7486eaa44ef8cec2f245d_46)] | | | [removed: [24](#idf265839c4244cdbafcce701dde48fcd_46)] [added: [24](#ia34ad59cc6a7486eaa44ef8cec2f245d_46)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idf265839c4244cdbafcce701dde48fcd_52)] [added: Securities](#ia34ad59cc6a7486eaa44ef8cec2f245d_52)] | | | [removed: [25](#idf265839c4244cdbafcce701dde48fcd_52)] [added: [25](#ia34ad59cc6a7486eaa44ef8cec2f245d_52)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idf265839c4244cdbafcce701dde48fcd_58)] [added: Operations](#ia34ad59cc6a7486eaa44ef8cec2f245d_58)] | | | [removed: [27](#idf265839c4244cdbafcce701dde48fcd_58)] [added: [27](#ia34ad59cc6a7486eaa44ef8cec2f245d_58)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idf265839c4244cdbafcce701dde48fcd_82)] [added: Risk](#ia34ad59cc6a7486eaa44ef8cec2f245d_82)] | | | [removed: [37](#idf265839c4244cdbafcce701dde48fcd_82)] [added: [37](#ia34ad59cc6a7486eaa44ef8cec2f245d_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#idf265839c4244cdbafcce701dde48fcd_85)] [added: Data](#ia34ad59cc6a7486eaa44ef8cec2f245d_85)] | | | [removed: [38](#idf265839c4244cdbafcce701dde48fcd_85)] [added: [38](#ia34ad59cc6a7486eaa44ef8cec2f245d_85)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idf265839c4244cdbafcce701dde48fcd_196)] [added: Disclosure](#ia34ad59cc6a7486eaa44ef8cec2f245d_172)] | | | [removed: [80](#idf265839c4244cdbafcce701dde48fcd_196)] [added: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_172)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#idf265839c4244cdbafcce701dde48fcd_199)] [added: Procedures](#ia34ad59cc6a7486eaa44ef8cec2f245d_175)] | | | [removed: [80](#idf265839c4244cdbafcce701dde48fcd_199)] [added: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_175)] | | |

| Item 9B. | | | [Other [removed: Information](#idf265839c4244cdbafcce701dde48fcd_202)] [added: Information](#ia34ad59cc6a7486eaa44ef8cec2f245d_178)] | | | [removed: [80](#idf265839c4244cdbafcce701dde48fcd_202)] [added: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_178)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#idf265839c4244cdbafcce701dde48fcd_208)] [added: Governance](#ia34ad59cc6a7486eaa44ef8cec2f245d_184)] | | | [removed: [80](#idf265839c4244cdbafcce701dde48fcd_208)] [added: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_184)] | | |

| Item 11. | | | [Executive [removed: Compensation](#idf265839c4244cdbafcce701dde48fcd_211)] [added: Compensation](#ia34ad59cc6a7486eaa44ef8cec2f245d_187)] | | | [removed: [80](#idf265839c4244cdbafcce701dde48fcd_211)] [added: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_187)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idf265839c4244cdbafcce701dde48fcd_214)] [added: Matters](#ia34ad59cc6a7486eaa44ef8cec2f245d_190)] | | | [removed: [81](#idf265839c4244cdbafcce701dde48fcd_214)] [added: [79](#ia34ad59cc6a7486eaa44ef8cec2f245d_190)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idf265839c4244cdbafcce701dde48fcd_217)] [added: Independence](#ia34ad59cc6a7486eaa44ef8cec2f245d_193)] | | | [removed: [81](#idf265839c4244cdbafcce701dde48fcd_217)] [added: [79](#ia34ad59cc6a7486eaa44ef8cec2f245d_193)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#idf265839c4244cdbafcce701dde48fcd_220)] [added: Services](#ia34ad59cc6a7486eaa44ef8cec2f245d_196)] | | | [removed: [81](#idf265839c4244cdbafcce701dde48fcd_220)] [added: [79](#ia34ad59cc6a7486eaa44ef8cec2f245d_196)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#idf265839c4244cdbafcce701dde48fcd_226)] [added: Schedules](#ia34ad59cc6a7486eaa44ef8cec2f245d_202)] | | | [removed: [81](#idf265839c4244cdbafcce701dde48fcd_226)] [added: [79](#ia34ad59cc6a7486eaa44ef8cec2f245d_202)] | | |

Statements set forth in or incorporated into this report regarding the expected increase in sales from continuing operations, same-restaurant sales, the number of our restaurants, our annual effective tax rate and capital expenditures in fiscal [removed: 2022,] [added: 2023,] and all other statements that are not historical facts, including without limitation statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Darden Restaurants, Inc. and its subsidiaries that are preceded by, followed by or that include words such as “may,” “will,” “expect,” “intend,” “anticipate,” “continue,” “estimate,” “project,” “believe,” “plan,” “outlook” or similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are included, along with this statement, for purposes of complying with the safe harbor provisions of that Act.

| Item 6. | | | [Res](#ia34ad59cc6a7486eaa44ef8cec2f245d_55)[erved](#ia34ad59cc6a7486eaa44ef8cec2f245d_55) | | | [27](#ia34ad59cc6a7486eaa44ef8cec2f245d_55) | | |

| | | | [Signatures](#ia34ad59cc6a7486eaa44ef8cec2f245d_205) | | | [80](#ia34ad59cc6a7486eaa44ef8cec2f245d_205) | | |

| Item 6. | | | [Selected Financial Data](#idf265839c4244cdbafcce701dde48fcd_55) | | | [27](#idf265839c4244cdbafcce701dde48fcd_55) | | |

| | | | [Signatures](#idf265839c4244cdbafcce701dde48fcd_229) | | | [82](#idf265839c4244cdbafcce701dde48fcd_229) | | |

As of May [removed: 30, 2021,] [added: 29, 2022,] we operated [removed: 1,834] [added: 1,867] restaurants.

Of these [removed: 1,834] [added: 1,867] company-owned restaurants, [removed: 73] [added: 76] were located on owned sites and [removed: 1,761] [added: 1,791] were located on leased sites.

| Land-Only Leases (we own buildings and equipment) | | | [removed: 893] [added: 911] | | |

| Ground and Building Leases | | | [removed: 659] [added: 661] | | |

| Space/In-Line/Other Leases | | | [removed: 209] [added: 219] | | |

| Total | | | 1,791 | | |

| Total | | | 1,761 | | |

As of June 30, [removed: 2021,] [added: 2022,] there were approximately [removed: 8,918] [added: 8,551] holders of record of our common shares.

Since commencing our common share repurchase program in December 1995, we have repurchased a total of [removed: 196.6] [added: 204.2] million shares through May [removed: 30, 2021] [added: 29, 2022] under authorizations from our Board of Directors.

The table below provides information concerning our repurchase of shares of our common stock during the quarter ended May [removed: 30, 2021:][added: 29, 2022:]

(1)All of the shares purchased during the quarter ended May [removed: 30, 2021] [added: 29, 2022] were purchased as part of our repurchase program.

On [removed: March 23, 2021,] [added: June 22, 2022,] our Board of Directors authorized a [added: new] share repurchase program under which [removed: the Company] [added: we] may repurchase up to [removed: $500.0 million] [added: $1.0 billion] of [removed: its] [added: our] outstanding common stock.

This repurchase program, which was announced publicly in a press release issued on [removed: March 25, 2021,] [added: June 23, 2022,] does not have an expiration and [removed: replaced] [added: replaces] the [removed: previously] existing share repurchase authorization.

| Company/Index | | | | | | May [removed: 2016] [added: 2017] | | | | | | May [removed: 2017] [added: 2018] | | | | | | May [removed: 2018] [added: 2019] | | | | | | May [removed: 2019] [added: 2020] | | | | | | May [removed: 2020] [added: 2021] | | | | | | May [removed: 2021] [added: 2022] | | |

[removed: ][added: ]

The annual changes for the five-year period shown in the graph on this page are based on the assumption that $100 had been invested in Darden Restaurants, Inc. common stock, the S&P 500 Stock Index and the S&P Composite 1500 Restaurant Sub-Index on May [removed: 27, 2016,] [added: 28, 2017,] and that all dividends were reinvested.

| February 28, 2022 through April 3, 2022 | | | 1,294,762 | | | $129.78 | | | 1,294,762 | | | $211.4 | | |

| April 4, 2022 through May 1, 2022 | | | 253,011 | | | $131.21 | | | 253,011 | | | $178.2 | | |

| May 2, 2022 through May 29, 2022 | | | 295,009 | | | $122.03 | | | 295,009 | | | $142.2 | | |

| Quarter-to-Date | | | 1,842,782 | | | $128.73 | | | 1,842,782 | | | $142.2 | | |

| Darden Restaurants, Inc. | | | | | | $ | 100.00 | | | | | $ | 102.80 | | | | | $ | 144.40 | | | | | $ | 94.50 | | | | | $ | 178.21 | | | | | $ | 161.74 | |

| S&P 500 Stock Index | | | | | | $ | 100.00 | | | | | $ | 114.86 | | | | | $ | 121.69 | | | | | $ | 133.77 | | | | | $ | 187.70 | | | | | $ | 188.31 | |

| S&P Composite 1500 Restaurant Sub-Index | | | | | | $ | 100.00 | | | | | $ | 104.41 | | | | | $ | 131.81 | | | | | $ | 131.65 | | | | | $ | 184.43 | | | | | $ | 168.04 | |

| March 1, 2021 through April 4, 2021 | | | 40,975 | | | $ | 142.17 | | 40,975 | | | $ | 495.8 | |

| April 5, 2021 through May 2, 2021 | | | 69,288 | | | $ | 144.32 | | 69,288 | | | $ | 485.8 | |

| May 3, 2021 through May 30, 2021 | | | 160,191 | | | $ | 139.19 | | 160,191 | | | $ | 463.5 | |

| Total | | | 270,454 | | | $ | 140.95 | | 270,454 | | | $ | 463.5 | |

| Darden Restaurants, Inc. | | | | | | $ | 100.00 | | | | | $ | 134.64 | | | | | $ | 138.42 | | | | | $ | 194.43 | | | | | $ | 127.24 | | | | | $ | 239.95 | |

| S&P 500 Stock Index | | | | | | $ | 100.00 | | | | | $ | 117.52 | | | | | $ | 134.98 | | | | | $ | 143.01 | | | | | $ | 157.20 | | | | | $ | 220.58 | |

| S&P Composite 1500 Restaurant Sub-Index | | | | | | $ | 100.00 | | | | | $ | 123.31 | | | | | $ | 128.75 | | | | | $ | 162.53 | | | | | $ | 162.35 | | | | | $ | 227.43 | |

Not applicable.

| [Report of Management [removed: Responsibilities](#idf265839c4244cdbafcce701dde48fcd_88)] [added: Responsibilities](#ia34ad59cc6a7486eaa44ef8cec2f245d_88)] | | | [removed: [39](#idf265839c4244cdbafcce701dde48fcd_88)] [added: [39](#ia34ad59cc6a7486eaa44ef8cec2f245d_88)] | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#idf265839c4244cdbafcce701dde48fcd_91)] [added: Reporting](#ia34ad59cc6a7486eaa44ef8cec2f245d_91)] | | | [removed: [39](#idf265839c4244cdbafcce701dde48fcd_91)] [added: [39](#ia34ad59cc6a7486eaa44ef8cec2f245d_91)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#idf265839c4244cdbafcce701dde48fcd_94)] [added: Reporting](#ia34ad59cc6a7486eaa44ef8cec2f245d_94)] | | | [removed: [40](#idf265839c4244cdbafcce701dde48fcd_94)] [added: [40](#ia34ad59cc6a7486eaa44ef8cec2f245d_94)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#idf265839c4244cdbafcce701dde48fcd_97)] [added: Firm](#ia34ad59cc6a7486eaa44ef8cec2f245d_97) (KPMG LLP, Orlando, FL, Auditor Firm ID: 185)] | | | [removed: [41](#idf265839c4244cdbafcce701dde48fcd_97)] [added: [41](#ia34ad59cc6a7486eaa44ef8cec2f245d_97)] | | |

| [Consolidated Statements of Earnings for the fiscal years [removed: ended](#idf265839c4244cdbafcce701dde48fcd_100) [May 30,](#idf265839c4244cdbafcce701dde48fcd_100) [2021,](#idf265839c4244cdbafcce701dde48fcd_100) [May 31, 2020](#idf265839c4244cdbafcce701dde48fcd_100) [and](#idf265839c4244cdbafcce701dde48fcd_100)] [added: ended May](#ia34ad59cc6a7486eaa44ef8cec2f245d_100) [29](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)[2](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)[,](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)] [May [removed: 26, 2019](#idf265839c4244cdbafcce701dde48fcd_100)] [added: 30, 2021](#ia34ad59cc6a7486eaa44ef8cec2f245d_100) [and May](#ia34ad59cc6a7486eaa44ef8cec2f245d_100) [31](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)[,](#ia34ad59cc6a7486eaa44ef8cec2f245d_100) [2020](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)] | | | [removed: [43](#idf265839c4244cdbafcce701dde48fcd_100)] [added: [43](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years [removed: ended](#idf265839c4244cdbafcce701dde48fcd_106)] [added: ended](#ia34ad59cc6a7486eaa44ef8cec2f245d_103)] [May [added: 29, 2022, May] 30, [removed: 2021,](#idf265839c4244cdbafcce701dde48fcd_106) [May] [added: 2021 and May] 31, [removed: 2020](#idf265839c4244cdbafcce701dde48fcd_106) [and](#idf265839c4244cdbafcce701dde48fcd_106) [May 26, 2019](#idf265839c4244cdbafcce701dde48fcd_106)] [added: 2020](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)] | | | [removed: [44](#idf265839c4244cdbafcce701dde48fcd_106)] [added: [44](#ia34ad59cc6a7486eaa44ef8cec2f245d_103)] | | |

| [Consolidated Balance Sheets [removed: at](#idf265839c4244cdbafcce701dde48fcd_112) [May 30, 2021 and](#idf265839c4244cdbafcce701dde48fcd_112) [May 31, 2020](#idf265839c4244cdbafcce701dde48fcd_112)] [added: at May](#ia34ad59cc6a7486eaa44ef8cec2f245d_106) [29](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[2](#ia34ad59cc6a7486eaa44ef8cec2f245d_106) [and May 3](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[0](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[1](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)] | | | [removed: [45](#idf265839c4244cdbafcce701dde48fcd_112)] [added: [45](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)] | | |

| [Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years [removed: ended](#idf265839c4244cdbafcce701dde48fcd_118) [May 30, 2021,](#idf265839c4244cdbafcce701dde48fcd_118) [](#idf265839c4244cdbafcce701dde48fcd_118)[May 31, 2020](#idf265839c4244cdbafcce701dde48fcd_118) [and](#idf265839c4244cdbafcce701dde48fcd_118) [May 26, 2019](#idf265839c4244cdbafcce701dde48fcd_118)] [added: ended May](#ia34ad59cc6a7486eaa44ef8cec2f245d_109) [29](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[2](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[, May 3](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[0](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[1](#ia34ad59cc6a7486eaa44ef8cec2f245d_109) [and May](#ia34ad59cc6a7486eaa44ef8cec2f245d_109) [31](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[, 20](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[20](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)] | | | [removed: [46](#idf265839c4244cdbafcce701dde48fcd_118)] [added: [46](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years [removed: ended](#idf265839c4244cdbafcce701dde48fcd_124) [May 30, 2021,](#idf265839c4244cdbafcce701dde48fcd_124) [May 31, 2020](#idf265839c4244cdbafcce701dde48fcd_124) [and](#idf265839c4244cdbafcce701dde48fcd_124) [May 26, 2019](#idf265839c4244cdbafcce701dde48fcd_124)] [added: ended May](#ia34ad59cc6a7486eaa44ef8cec2f245d_112) [29](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[2](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[, May 3](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[0](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[1](#ia34ad59cc6a7486eaa44ef8cec2f245d_112) [and May](#ia34ad59cc6a7486eaa44ef8cec2f245d_112) [31](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[, 2](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[020](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)] | | | [removed: [47](#idf265839c4244cdbafcce701dde48fcd_124)] [added: [47](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#idf265839c4244cdbafcce701dde48fcd_127)] [added: Statements](#ia34ad59cc6a7486eaa44ef8cec2f245d_115)] | | | [removed: [49](#idf265839c4244cdbafcce701dde48fcd_127)] [added: [49](#ia34ad59cc6a7486eaa44ef8cec2f245d_115)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of May [removed: 30, 2021.][added: 29, 2022.]

Management has concluded that, as of May [removed: 30, 2021,] [added: 29, 2022,] the Company’s internal control over financial reporting was effective based on these criteria.

[removed: *Chairman] [added: *President] and Chief Executive Officer*

We have audited Darden Restaurants, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of May [removed: 30, 2021,] [added: 29, 2022,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May [removed: 30, 2021,] [added: 29, 2022,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May [removed: 30, 2021] [added: 29, 2022] and May [removed: 31, 2020,] [added: 30, 2021,] the related consolidated statements of earnings, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended May [removed: 30, 2021,] [added: 29, 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated July [removed: 23, 2021] [added: 22, 2022] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Darden Restaurants, Inc. and subsidiaries (the Company) as of May [removed: 30, 2021] [added: 29, 2022] and May [removed: 31, 2020,] [added: 30, 2021,] the related consolidated statements of earnings, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended May [removed: 30, 2021] [added: 29, 2022,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May [removed: 30, 2021] [added: 29, 2022] and May [removed: 31,2020,] [added: 30,2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended May [removed: 30, 2021,] [added: 29, 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May [removed: 30, 2021,] [added: 29, 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July [removed: 23, 2021] [added: 22, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 1, [removed: 4] [added: 4,] and 10 to the consolidated financial statements, land, buildings and equipment, net and operating [added: lease] right-of-use assets were [removed: $6.6] [added: $6.8] billion as of May [removed: 30, 2021.][added: 29, 2022.]

[added: Such indicators may include, among] others: a significant decline in [added: expected] future cash flows and changes in the expected useful life which relates to the Company’s intent and ability to hold its asset groups for a period that recovers their carrying value.

Subjective auditor judgment was required to evaluate certain assumptions in the Company’s analysis, including [added: expected] future cash flows and the expected useful life.

For certain asset groups, we compared the [added: expected] future cash flows used by the Company in its evaluation of indicators of potential long-lived asset impairment to historical results.

| | | | May [removed: 30, 2021] [added: 29, 2022] | | | | | | May [removed: 31, 2020] [added: 30, 2021] | | | | | | May [removed: 26, 2019] [added: 31, 2020] | | |

| Sales | | | $ | [removed: 7,196.1] [added: 9,630.0] | | | | | $ | [removed: 7,806.9] [added: 7,196.1] | | | | | $ | [removed: 8,510.4] [added: 7,806.9] | |

| Food and beverage | | | [removed: 2,072.1] [added: 2,943.6] | | | | | | [removed: 2,240.8] [added: 2,072.1] | | | | | | [removed: 2,412.5] [added: 2,240.8] | | |

| Restaurant labor | | | [removed: 2,286.3] [added: 3,108.8] | | | | | | [removed: 2,682.6] [added: 2,286.3] | | | | | | [removed: 2,771.1] [added: 2,682.6] | | |

| Restaurant expenses | | | [removed: 1,344.2] [added: 1,582.6] | | | | | | [removed: 1,475.1] [added: 1,344.2] | | | | | | [removed: 1,477.8] [added: 1,475.1] | | |

| Marketing expenses | | | [removed: 91.1] [added: 93.2] | | | | | | [removed: 238.0] [added: 91.1] | | | | | | [removed: 255.3] [added: 238.0] | | |

| General and administrative expenses | | | [removed: 396.2] [added: 373.2] | | | | | | [removed: 376.4] [added: 396.2] | | | | | | [removed: 405.5] [added: 376.4] | | |

| Depreciation and amortization | | | [removed: 350.9] [added: 368.4] | | | | | | [removed: 355.9] [added: 350.9] | | | | | | [removed: 336.7] [added: 355.9] | | |

| Impairments and disposal of assets, net | | | [removed: 6.6] [added: (2.0)] | | | | | | [removed: 221.0] [added: 6.6] | | | | | | [removed: 19.0] [added: 221.0] | | |

| Goodwill impairment | | | — | | | | | | [removed: 169.2] [added: —] | | | | | | [removed: —] [added: 169.2] | | |

| Total operating costs and expenses | | | $ | [removed: 6,547.4] [added: 8,467.8] | | | | | $ | [removed: 7,759.0] [added: 6,547.4] | | | | | $ | [removed: 7,677.9] [added: 7,759.0] | |

| Operating income | | | $ | [removed: 648.7] [added: 1,162.2] | | | | | $ | [removed: 47.9] [added: 648.7] | | | | | $ | [removed: 832.5] [added: 47.9] | |

| Interest, net | | | [removed: 63.5] [added: 68.7] | | | | | | [removed: 57.3] [added: 63.5] | | | | | | [removed: 50.2] [added: 57.3] | | |

| Other (income) expense, net | | | [removed: 8.7] [added: —] | | | | | | [removed: 151.6] [added: 8.7] | | | | | | [removed: —] [added: 151.6] | | |

| Earnings (loss) before income taxes | | | $ | [removed: 576.5] [added: 1,093.5] | | | | | $ | [removed: (161.0)] [added: 576.5] | | | | | $ | [removed: 782.3] [added: (161.0)] | |

| Income tax expense (benefit) | | | [removed: (55.9)] [added: 138.8] | | | | | | [removed: (111.8)] [added: (55.9)] | | | | | | [removed: 63.7] [added: (111.8)] | | |

| Earnings (loss) from continuing operations | | | $ | [removed: 632.4] [added: 954.7] | | | | | $ | [removed: (49.2)] [added: 632.4] | | | | | $ | [removed: 718.6] [added: (49.2)] | |

/s/ Ricardo Cardenas

Ricardo Cardenas

July 22, 2022

July 22, 2022

| | | | May 29, 2022 | | | | | | May 30, 2021 | | |

| Cash and cash equivalents | | | $ | 420.6 | | | | | $ | 1,214.7 | |

| Net earnings | | | — | | | — | | | | | | 952.8 | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 952.8 | | |

| Repurchases of common stock | | | (7.6) | | | (135.7) | | | | | | (935.6) | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (1,071.3) | | |

| Balances at May 29, 2022 | | | 123.9 | | | $ | 2,226.0 | | | | | $ | (25.9) | | | | | | | | | | | | | | $ | (1.9) | | | | | $ | — | | | | | $ | 2,198.2 | |

| Net earnings (loss) | | | $ | 952.8 | | | | | $ | 629.3 | | | | | $ | (52.4) | |

| Depreciation and amortization | | | 368.4 | | | | | | 350.9 | | | | | | 355.9 | | |

| Reconciliation of cash, cash equivalents, and restricted cash: | | | May 29, 2022 | | | | | | May 30, 2021 | | | | | | May 31, 2020 | | |

| Restricted cash included in prepaid and other current assets | | | 51.5 | | | | | | — | | | | | | — | | |

| Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | | | $ | 472.1 | | | | | $ | 1,214.7 | | | | | $ | 763.3 | |

COVID-19 Pandemic and Other Impacts to our Operating Environment

Also, some state and local governments mandated restrictions including suspension of dine-in operations, reduced restaurant seating capacity, table spacing requirements, bar closures and additional physical barriers.

During fiscal 2022, increases in the number of cases of COVID-19 throughout the United States including the Omicron variant which significantly impacted our restaurants in the third quarter, mostly in January 2022, subjected some of our restaurants to other COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both.

Exclusions and quarantines of restaurant team members or groups thereof disrupt an individual restaurant’s operations and often come with little or no notice to the local restaurant management.

During fiscal 2022, along with COVID-19, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and other cost of goods sold; these events further impacted the availability of team members needed to staff our restaurants and caused additional disruptions in our product supply chain.

The ongoing effects of COVID-19 and its variants, along with other geopolitical and macroeconomic events could lead to further capacity restrictions, mask and vaccination mandates, wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operations.

| (in millions) | | | May 29, 2022 | | | | | | May 30, 2021 | | |

We had restricted cash of $51.5 million and $0 as of May 29, 2022 and May 30, 2021, respectively, which represents cash held as security for a standby letter of credit.

Restricted cash is included in Prepaid Expenses and Other Current Assets on the balance sheet.

| (in millions) | | | May 29, 2022 | | | | | | May 30, 2021 | | |

| (in millions) | | | May 29, 2022 | | | | | | May 30, 2021 | | |

| (in millions) | | | May 29, 2022 | | | | | | May 30, 2021 | | | | | | May 29, 2022 | | | | | | May 30, 2021 | | |

| Earnings (loss) from continuing operations | | | $ | 954.7 | | | | | $ | 632.4 | | | | | $ | (49.2) | |

| Net earnings (loss) | | | $ | 952.8 | | | | | $ | 629.3 | | | | | $ | (52.4) | |

| Earnings (loss) from continuing operations | | | $ | 7.47 | | | | | $ | 4.85 | | | | | $ | (0.40) | |

| Losses from discontinued operations | | | (0.01) | | | | | | (0.02) | | | | | | (0.03) | | |

| Net earnings (loss) | | | $ | 7.46 | | | | | $ | 4.83 | | | | | $ | (0.43) | |

| Earnings (loss) from continuing operations | | | $ | 7.40 | | | | | $ | 4.80 | | | | | $ | (0.40) | |

| Losses from discontinued operations | | | (0.01) | | | | | | (0.03) | | | | | | (0.03) | | |

| Net earnings (loss) | | | $ | 7.39 | | | | | $ | 4.77 | | | | | $ | (0.43) | |

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires annual disclosures that increase the transparency of transactions involving government grants, including (i) information about the nature of the transactions and related accounting policy used to account for the transactions; (ii) the line items on the balance sheet and income statement affected by these transactions including amounts applicable to each line; and (iii) significant terms and conditions of the transactions, including commitments and contingencies.

The guidance is effective for annual periods beginning after December 15, 2021.

The Company will adopt this guidance in the first quarter of fiscal 2023 and does not expect the adoption to have a material impact on its results of operations, financial position and disclosures.

| (in millions) | | | | | | May 29, 2022 | | | | | | May 30, 2021 | | |

| (in millions) | | | | | | May 29, 2022 | | | | | | May 30, 2021 | | |

Restaurant impairments for fiscal 2022 were primarily related to one underperforming restaurant whose projected cash flows were not sufficient to cover its respective carrying values and two underperforming restaurants that were permanently closed during 2022.

/s/ Eugene I.

Lee, Jr.

Eugene I.

July 23, 2021

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of May 27, 2019, due to the adoption of Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 842, Leases.

Such indicators may include, among

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances at May 27, 2018 | | | 123.5 | | | $ | 1,631.9 | | | | | $ | 657.6 | | | | | 1.3 | | | $ | (7.8) | | | | | $ | (85.2) | | | | | $ | (1.7) | | | | | $ | 2,194.8 | |

| Repurchases of common stock | | | (1.9) | | | (26.2) | | | | | | (181.3) | | | | | | — | | | — | | | | | | — | | | | | | — | | | | | | (207.5) | | |

| Change in deferred rent | | | — | | | | | | — | | | | | | 34.3 | | |

| Repayments of short-term debt | | | (270.0) | | | | | | (750.0) | | | | | | (137.5) | | |

| Proceeds from financing lease obligation | | | — | | | | | | — | | | | | | 40.9 | | |

COVID-19 Pandemic

Beginning in late March 2020, we operated with all of our dining rooms closed and served our guests in a To Go only or To Go and delivery format.

In late April 2020, state and local governments began to allow us to open dining rooms at limited capacities, along with other operating restrictions.

As a result, we began fiscal 2021 with significant limitations on our operations, which over the course of the fiscal year varied widely from time to time, state to state and city to city.

During November 2020, rising case rates resulted in certain jurisdictions implementing restrictions that again reduced dining room capacity or mandated the re-closure of dining rooms.

As of the date of this report, all of our restaurants were able to open their dining rooms to some extent and few capacity restrictions or other COVID-19 restrictions remained in place in the United States.

However, it is possible additional outbreaks could require us to again reduce our capacity or limit or suspend our in-restaurant dining operations.

Franchise Acquisitions

During fiscal 2020, we completed the acquisition of eight Cheddar's Scratch Kitchen restaurants (seven operating and one closed) and certain assets and liabilities from existing franchisees.

The acquisitions were funded with cash on hand for $58.1 million in total consideration, of which approximately $29.9 million was allocated to land, buildings and equipment.

The results of operations of these restaurants are included in our consolidated financial statements from the date of acquisition.

Pro-forma financial information of the combined entities for periods prior to the acquisitions is not presented due to the immaterial impact, both individually and in the aggregate, of the financial results of the acquired restaurants on our consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We have eight reporting units, six of which have goodwill and seven of which have trademarks.

As of June 1, 2020, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2016-13 Financial Instruments - Credit Losses (Topic 326).

The amendments in this update require entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings.

This guidance impacts, among other items, how a company determines liabilities associated with financial guarantees related to assigned leases.

We remain contingently liable for lease payments under certain restaurant leases related to dispositions.

We adopted this guidance using the modified retrospective transition method.

Upon adoption, we recorded a $7.5 million (net of tax of $2.5 million) cumulative-effect adjustment to the beginning balance of retained earnings related to an expected credit loss liability for the contingent aspect of our lease guarantees.

See Note 15 for information regarding contingent lease guarantees.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740).

The amendments in this update are intended to simplify the accounting for income taxes by removing certain exceptions in the existing guidance and simplify areas such as franchise taxes, recognizing deferred taxes for tax goodwill, separate entity financial statements and interim recognition of enactment of tax laws or tax rate changes.

This update is effective for us in the first quarter of fiscal 2022, however we elected to early adopt this guidance during the quarter ended August 30, 2020.

We are currently evaluating the impact of the transition from LIBOR to alternative reference rates but do not expect a significant impact to our consolidated financial statements.

| | | | | | | | | | | | | | | |

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) as of May [removed: 30, 2021,] [added: 29, 2022,] the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of May [removed: 30, 2021.][added: 29, 2022.]

During the fiscal quarter ended May [removed: 30, 2021,] [added: 29, 2022,] there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The information contained in the sections entitled “Executive Officers of the Registrant,” “Proposal 1 – Election of [removed: Eight] [added: Ten] Directors From the Named Director Nominees,” “Meetings of the Board of Directors and Its Committees,” “Corporate Governance and Board Administration” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the sections entitled “Director Compensation,” “Executive Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation” and “Corporate Governance and Board Administration” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the sections entitled “Stock Ownership of Principal Shareholders,” “Stock Ownership of Management” and “Equity Compensation Plan Information” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the sections entitled “Meetings of the Board of Directors and Its Committees” and “Corporate Governance and Board Administration” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the section entitled “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders is incorporated herein by reference.

| Date: | | | July [removed: 23, 2021] [added: 22, 2022] | | | | | | DARDEN RESTAURANTS, INC. | | | | | | | | |

| [removed: | | |] [added: /s/ Eugene I. Lee, Jr.*] | | | | | | [removed: By:] [added: Director and Executive Chairman] | | | | | | [removed: /s/ Eugene I. Lee, Jr.] | | |

| /s/ [removed: Eugene I. Lee, Jr.] [added: Ricardo Cardenas] | | | | | | Director, [removed: Chairman] [added: President] and Chief Executive Officer (Principal executive officer) | | | | | | July [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ Rajesh Vennam | | | | | | Senior Vice President, Chief Financial Officer and Treasurer (Principal financial officer) | | | | | | July [removed: 23, 2021] [added: 22, 2022] | | |

| /s/ John W. Madonna | | | | | | Senior Vice President, Corporate Controller (Principal accounting officer) | | | | | | July [removed: 23, 2021] [added: 22, 2022] | | |

| 4.1 | | | | | | [Indenture dated as of January 1, 1996, between Darden Restaurants, Inc. [removed: and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota,] [added: and](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm) [Computershare Trust Company](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm)[,] National [removed: Association) (incorporated] [added: Association](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm)[,](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm) [](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm)[as successor](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm) [T](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm)[rustee](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm) [(incorporated] by reference to Exhibit 4.1 to our Registration Statement on Form S-3 (Commission File No. 333-146582) filed October 9, 2007).](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm) | | |

| 4.2 | | | | | | [Officers’ Certificate and Authentication Order, dated August 9, 2005, for the 6.000% Senior Notes due 2035 (which includes the form of Note) issued pursuant to the Indenture dated as of January 1, 1996, between Darden Restaurants, Inc. [removed: and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota,] [added: and](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt) [Computershare Trust Company](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt)[,] National [removed: Association), as Trustee] [added: Association](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt)[,](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt) [](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt)[as successor](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt) [Trustee] (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed August 11, 2005).](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt) | | |

| 4.3 | | | | | | [Officers’ Certificate and Authentication Order, dated October 10, 2007, for the 6.800% Senior Notes due 2037 (which includes the form of Note) issued pursuant to the Indenture dated as of January 1, 1996, between Darden Restaurants, Inc. [removed: and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota,] [added: and](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm) [Computer](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm)[share Trust Company](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm)[,] National [removed: Association), as Trustee] [added: Association](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm)[, a](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm)[s](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm) [](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm)[successor](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm) [Trustee] (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed October 16, 2007).](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm) | | |

| 4.4 | | | | | | [Officers’ Certificate and Authentication Order dated April 18, 2017 for the 3.850% Senior Notes due 2027 (which includes the form of Note) issued pursuant to the Indenture dated as of January 1, 1996, [removed: between the Company and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota,] [added: between](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm) [Darden Restaur](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm)[ants, Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm) [and](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm) [Computershare Trust Company](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm)[,] National [removed: Association), as Trustee] [added: Association](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm)[,](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm) [a](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm)[s](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm) [successor](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm) [Trustee] (incorporated by reference to Exhibit 4.1 to our Amendment to Current Report on Form [removed: 8-K/A](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm) [fil](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm)[ed] [added: 8-K/A filed] April 18, 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm) | | |

| 4.5 | | | | | | [First Supplemental Indenture dated as of February 20, 2018 to the Indenture dated as of January 1, [removed: 1996, all between the Company and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota,] [added: 1996,](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) [between](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) [Darden Restaurants, Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) [and](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) [Computershare Trust Company](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm)[,] National [removed: Association), as Trustee] [added: Association](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm)[,](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) [a](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm)[s](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) [successor](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) [Trustee] (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed February 22, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) | | |

| 4.6 | | | | | | [Officers’ Certificate and Authentication Order dated February 22, 2018 for the 4.550% Senior Notes due 2048 (which includes the form of Note) issued pursuant to the Indenture dated as of January 1, 1996, as amended and supplemented by the First Supplemental Indenture dated as of February 20, 2018 [removed: between the Company and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as Trustee] [added: between](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm) [D](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm)[arden Restaurants, Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm) [and](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm) [Computershare Trust Company,](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm) [National Association](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm)[,](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm) [as successor](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm) [Trustee] (incorporated by reference to Exhibit 4.1 to our Amendment to Current Report on Form 8-K/A filed February 22, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm) | | |

| 4.7 | | | | | | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.7 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex47.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex47.htm) [May] [added: ended May] 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex47.htm) | | |

| *10.14 | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.54 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1054.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1054.htm) [May] [added: ended May] 29, 2016).](http://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1054.htm) | | |

| *10.15 | | | | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.58 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1058.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1058.htm) [May] [added: ended May] 29, 2016).](http://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1058.htm) | | |

| *10.16 | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1040.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1040.htm) [May] [added: ended May] 28, 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1040.htm) | | |

| *10.17 | | | | | | [Form of [removed: Performance] [added: Restricted] Stock Unit Award Agreement [added: (United States)] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.41] [added: 10.42] to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1041.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1041.htm) [May] [added: ended May] 28, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1041.htm)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1042.htm)] | | |

| *10.18 | | | | | | [Form of Restricted Stock Unit Award Agreement [removed: (United States)] [added: for Non-Employee Directors] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.42] [added: 10.44] to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1042.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1042.htm) [May] [added: ended May] 28, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1042.htm)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1044.htm)] | | |

| [removed: *10.19] [added: *10.33] | | | | | | [Form of Restricted Stock Unit Award Agreement [removed: for Non-Employee Directors] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.44] [added: 10.45] to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1044.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1044.htm) [May 28, 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1044.htm)] [added: ended May 31, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm)] | | |

| [removed: *10.20] [added: *10.19] | | | | | | [Special Equity Award Grant Agreement under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan between the Company and Eugene I. Lee, Jr., dated as of June 29, 2017 (incorporated by reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1045.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1045.htm) [May] [added: ended May] 28, 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1045.htm) | | |

| [removed: *10.21] [added: *10.38] | | | | | | [Darden Restaurants, Inc. [removed: Amended and Restated FlexComp] [added: Annual Incentive] Plan, amended and restated [added: effective] as of [removed: June 1, 2017] [added: May 31, 2021] (incorporated by reference to Exhibit [removed: 10.46] [added: 10.45] to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1046.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1046.htm) [May 28, 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1046.htm)] [added: ended May 30, 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm)] | | |

| [removed: 10.22] [added: 10.40] | | | | | | [Credit Agreement, dated as of [removed: October 27, 2017,] [added: September 10, 2021,] among Darden Restaurants, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed [removed: November 1, 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000050/ex101creditagrmtoct272017.htm)] [added: September 13, 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000046/dardencreditagmtsep102021.htm)] | | |

| [removed: *10.23] [added: *10.20] | | | | | | [Amendment to Darden Restaurants, Inc. 2015 Omnibus Incentive Plan, adopted May 23, 2018 (incorporated by reference to Exhibit 10.34 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1034.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1034.htm) [May] [added: ended May] 27, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1034.htm) | | |

| [removed: *10.24] [added: *10.21] | | | | | | [Form of Performance Stock Unit Award Agreement (United States) under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.35 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1035.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1035.htm) [May] [added: ended May] 27, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1035.htm) | | |

| [removed: *10.25] [added: *10.22] | | | | | | [RARE Hospitality International, Inc. Deferred Compensation Plan, as amended and restated effective as of January 1, [removed: 2009](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1036.htm) [(incorporated] [added: 2009 (incorporated] by reference to Exhibit 10.36 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1036.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1036.htm) [May] [added: ended May] 27, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1036.htm) | | |

| [removed: *10.26] [added: *10.23] | | | | | | [Amendment to the RARE Hospitality Management \[sic\], Inc. Deferred Compensation Plan, effective July 28, [removed: 2014](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1037.htm) [(incorporated] [added: 2014 (incorporated] by reference to Exhibit 10.37 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1037.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1037.htm) [May] [added: ended May] 27, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1037.htm) | | |

| [removed: *10.27] [added: *10.24] | | | | | | [Form of Performance Stock Unit Award Agreement (United States) under the Darden Restaurants, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1034.htm) [](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1034.htm)[2015] [added: Inc. 2015] Omnibus Incentive Plan (incorporated by reference to Exhibit 10.34 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1034.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1034.htm) [May] [added: ended May] 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1034.htm) | | |

| [removed: *10.28] [added: *10.25] | | | | | | [Form of Performance Stock Unit Award Agreement for Eugene I. Lee, Jr., under the Darden Restaurants, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1035.htm) [2015] [added: Inc. 2015] Omnibus Incentive Plan (incorporated by reference to Exhibit 10.35 to our Annual Report [removed: on](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1035.htm) [F](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1035.htm)[orm] [added: on Form] 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1035.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1035.htm) [May] [added: ended May] 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1035.htm) | | |

| [removed: *10.29] [added: *10.26] | | | | | | [Form of Restricted Stock Unit Award Agreement for Eugene I. Lee, Jr., under the Darden Restaurants, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1036.htm) [2015] [added: Inc. 2015] Omnibus Incentive Plan (incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K for the fiscal year ended May 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1036.htm) | | |

| [removed: *10.30] [added: *10.27] | | | | | | [Form of Nonqualified Stock Option Award Agreement for Eugene I. Lee, Jr., under the Darden Restaurants, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1037.htm) [2015] [added: Inc. 2015] Omnibus Incentive Plan (incorporated by reference to Exhibit 10.37 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1037.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1037.htm) [May] [added: ended May] 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1037.htm) | | |

| [removed: *10.31] [added: *10.28] | | | | | | [Amended and Restated Darden Restaurants, Inc. Benefits Trust Agreement, dated as of October 1, 2017, by and between Darden Restaurants, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K for the fiscal year ended May 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1038.htm) | | |

| [removed: *10.32] [added: *10.29] | | | | | | [Amended and Restated RARE Hospitality International, Inc. Deferred Compensation Plan Trust Agreement, dated as of October 1, 2017, by and between Darden Restaurants, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1039.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1039.htm) [May] [added: ended May] 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1039.htm) | | |

| [removed: *10.33] [added: *10.30] | | | | | | [removed: [First] [added: [Second] Amendment to the [removed: Darden Restaurants,] [added: RARE Hospitality International,] Inc. [removed: FlexComp] [added: Deferred Compensation] Plan (as amended and restated effective [removed: June] [added: January] 1, [removed: 2017),] [added: 2009),] effective as of June 1, [removed: 2018] [added: 2019] (incorporated by reference to Exhibit [removed: 10.40](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1040.htm) [t](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1040.htm)[o](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1040.htm) [our] [added: 10.42 to our] Annual [removed: Report](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1040.htm) [on] [added: Report on] Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1040.htm) [for] [added: 10-K for] the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1040.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1040.htm) [May] [added: ended May] 26, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1040.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1042.htm)] | | |

| *10.34 | | | | | | [removed: [Second Amendment to] [added: [Form of Restricted Stock Award Agreement under] the Darden Restaurants, Inc. [removed: FlexComp] [added: 2015 Omnibus Incentive] Plan [removed: (as amended and restated effective June 1, 2017), effective as of June 1, 2019] (incorporated by reference to Exhibit [removed: 10.41] [added: 10.46] to [removed: our](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1041.htm) [A](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1041.htm)[nnual](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1041.htm) [R](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1041.htm)[eport] [added: our Annual Report] on Form 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1041.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1041.htm) [May 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1041.htm)] [added: ended May 31, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm)] | | |

| [removed: *10.37] [added: *10.32] | | | | | | [removed: [Separation] [added: [Form of Nonqualified Stock Option Award] Agreement [removed: and General Release between](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexgeorge.htm) [Darden] [added: under the Darden] Restaurants, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexgeorge.htm) [and David C. George dated as of June 24,](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexgeorge.htm) [2020] [added: Inc. 2015 Omnibus Incentive Plan] (incorporated by reference to Exhibit [removed: 10.42](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexgeorge.htm) [to our](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexgeorge.htm) [Annual] [added: 10.44 to our Annual] Report [removed: on](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexgeorge.htm) [Form] [added: on Form] 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexgeorge.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexgeorge.htm) [May] [added: ended May] 31, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexgeorge.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm)] | | |

| [removed: *10.38] [added: *10.31] | | | | | | [Form of Performance Stock Unit Award Agreement (United States) under the Darden Restaurants, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm) [2015] [added: Inc. 2015] Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm) [(incorporated] [added: Plan (incorporated] by reference to Exhibit 10.43 to [removed: our](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm) [Annual] [added: our Annual] Report [removed: on](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm) [Form] [added: on Form] 10-K for the fiscal year ended May 31, [removed: 2020](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm)[)](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm)[.](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm)] | | |

| [removed: *10.39] [added: *10.37] | | | | | | [Form of [removed: Nonqualified] [added: Performance] Stock [removed: Option] [added: Unit] Award Agreement [added: for Eugene I. Lee, Jr.,] under the Darden Restaurants, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm) [2015] [added: Inc. 2015] Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm) [(incorporated] [added: Plan (incorporated] by reference to Exhibit 10.44 to [removed: our](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm) [Annual] [added: our Annual] Report [removed: on](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm) [Form] [added: on Form] 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm) [](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm)[May 31, 2020)](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm)[.](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm)] [added: ended May 30, 2021)](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri-202110xkex1044.htm).] | | |

| [removed: *10.40] [added: *10.36] | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Award Agreement [added: (United States)] under the Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm) [(incorporated] [added: Plan (incorporated] by reference to [removed: E](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm)[xhibit 10.45] [added: Exhibit 10.43] to [removed: our](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm) [Annual] [added: our Annual] Report [removed: on](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm) [Form] [added: on Form] 10-K for the fiscal year [removed: end](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm) [May 31, 2020)](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm)[.](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm)] [added: ended May 30, 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1043.htm)] | | |

| [removed: *10.41] [added: *10.35] | | | | | | [Form of [removed: Restricted] [added: Performance] Stock [added: Unit] Award Agreement [added: (United States)] under the Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm) [(incorporated] [added: Plan (incorporated] by reference to Exhibit [removed: 10.46] [added: 10.47] to [removed: our](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm) [Annual] [added: our Quarterly] Report [removed: on](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm) [Form 10-K] [added: on Form 10-Q] for [removed: the] fiscal [removed: year end](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm) [May 31, 2020)](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm)[.](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm)] [added: quarter ended August 30, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm)] | | |

| [removed: *10.42] [added: *10.41] | | | | | | [Form [removed: of](http://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm) [Performance] [added: of Restricted] Stock [removed: Unit](http://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm) [Award Agreement](http://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm) [(United States)](http://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm) [under] [added: Unit Award Agreement (United States) under] the Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan (incorporated by reference to Exhibit 10.47 to our Quarterly Report on Form 10-Q for](http://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm) [fiscal q](http://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm)[uarter ended August 30, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)] | | |

| [removed: *10.45] [added: *10.39] | | | | | | [Darden Restaurants, Inc. [removed: Annual Incentive Plan,](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm) [a](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm)[mended and](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm) [r](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm)[estated effective] [added: Amended and Restated FlexComp Plan, amended and restated] as of [removed: May 31, 2021.](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm)] [added: June 1, 2021.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm)] | | |

| | | | | | | | | | By: | | | | | | /s/ Ricardo Cardenas | | |

| | | | | | | | | | | | | | | | Ricardo Cardenas, President and Chief Executive Officer | | |

| Ricardo Cardenas | | | | | | | | | | | | | | |

| /s/ Juliana L. Chugg* | | | | | | Director | | | | | | | | |

| Juliana L. Chugg | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | July 22, 2022 | | | | | |

| | | | | | | | | | | | | | | | Eugene I. Lee, Jr., Chairman and Chief Executive Officer | | |

| | | | | | | July 23, 2021 | | | | | |

| | | | | | | | | |

| *10.35 | | | | | | [Second Amendment to the RARE Hospitality International, Inc. Deferred Compensation Plan (as amended and restated effective January 1, 2009), effective as of June 1, 2019 (incorporated by reference to Exhibit 10.42 to our](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1042.htm) [Annual Report on](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1042.htm) [Form 10-K for the fiscal year end](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1042.htm)[ed](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1042.htm) [May 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1042.htm) | | |

| 10.36 | | | | | | [Letter Agreement (amendment to Credit Agreement), dated as of March 25, 2020, among Darden Restaurants, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.43 to our Quarterly Report on Form 10-Q for the](http://www.sec.gov/Archives/edgar/data/940944/000094094420000014/ex1043dardenltramend.htm) [fiscal](http://www.sec.gov/Archives/edgar/data/940944/000094094420000014/ex1043dardenltramend.htm) [q](http://www.sec.gov/Archives/edgar/data/940944/000094094420000014/ex1043dardenltramend.htm)[uarter ended February 23, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000014/ex1043dardenltramend.htm) | | |

| *10.43 | | | | | | [Form of Performance Stock Unit Award Agreement (United States) under the Darden Restaurants, Inc.](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1043.htm) [2015 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1043.htm) | | |

| *10.44 | | | | | | [Form of Performance Stock Unit Award Agreement for Eugene I. Lee, Jr., under](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri-202110xkex1044.htm) [the](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri-202110xkex1044.htm) [Darden Restaurants, Inc.](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri-202110xkex1044.htm) [2015 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri-202110xkex1044.htm) | | |

| *10.46 | | | | | | [Third Amendment to the Darden Restaurants, Inc. FlexComp Plan (as amended and restated effective June 1, 2017), effective as of October 24, 2019.](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1046.htm) | | |

| *10.47 | | | | | | [Fourth Amendment to the Darden Restaurants, Inc. FlexComp Plan (as amended and restated effective June 1, 2017), effective as of January 1, 2021.](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1047.htm) | | |