Darden Restaurants (DRI) 10-K risk factor changes: FY2023 vs FY2022

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

We have experienced and continue to experience inflationary conditions with respect to [added: most or] all of these [removed: cost areas] [added: costs] during fiscal [removed: 2022.][added: 2023.]

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

General economic conditions, including [added: slow global recovery from the] economic downturns related to the COVID-19 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.

Maintaining adequate staffing in our existing restaurants and hiring and training staff for our new restaurants requires precise workforce planning which has been complicated by the [removed: impacts of the COVID-19 pandemic on our business, the relevant] [added: tight] labor market [added: in the United States] and on consumer preferences.

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

[removed: Changes] [added: Unplanned changes] in senior management could expose us to significant changes in strategic direction and initiatives.

[removed: In addition to the novel coronavirus that causes COVID-19, the] [added: The] United States and other countries have experienced, or may experience in the future, outbreaks of [removed: other] viruses, such as [added: the novel coronavirus that caused COVID-19,] norovirus, avian flu or “SARS,” “MERS,” H1N1 or “swine flu,” or other diseases.

[removed: If a virus is transmitted by human contact or respiratory] transmission, our employees or guests could become infected, or could choose, or be advised, to avoid gathering in public places, any of which could adversely affect our restaurant guest traffic and our ability to adequately staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level.

In addition, if our security and information systems are compromised as a result of data corruption or loss, cyber attack or a network security incident, or if our employees or vendors fail to comply with these laws and regulations or fail to meet industry standards and this information is obtained by unauthorized [removed: persons or used inappropriately, it could result in liabilities and penalties and could damage our reputation, cause interruption of normal business performance, cause us to incur substantial costs and result in a loss of customer confidence, which could adversely affect our results of operations and financial condition.]

The development and operation of restaurants [removed: depend] [added: depends] to a significant extent on the selection and acquisition of suitable sites, which are subject to building, zoning, land use, environmental, traffic and other regulations and requirements.

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 [added: requirements.]

Compliance with these laws and regulations can be costly, and any failure or perceived failure to comply with these laws or any breach of our systems could harm our reputation or lead to litigation, which could adversely affect our financial [removed: condition.][added: condition or results of operations.]

[removed: In response to the COVID-19 pandemic, during] [added: During] periods of high public health [removed: risk,] [added: risk such as the COVID-19 pandemic,] many consumers [removed: chose] [added: choose] to order food To Go or for delivery rather than dining in at full-service restaurants.

If [removed: COVID-19 cases increase or] other future public health issues cause these preferences to increase, we may need to further adapt our offerings to respond to these additional changes.

As of May [removed: 29, 2022, 1,791] [added: 28, 2023, 1,839] of our [removed: 1,867] [added: 1,914] restaurants operating in the United States and Canada operate in leased locations and the leases are generally non-cancellable for some period of time.

[added: 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.

As a result, we may be required to close or relocate a restaurant, which could subject us to construction and other costs and [removed: risks, and] [added: risks that] may have an adverse effect on our operating performance.

However, if we are unable to fully implement our disaster recovery plans, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support field operations and other breakdowns in normal communication and operating procedures that could have a material adverse effect on our financial condition, results of [removed: operation] [added: operations] and exposure to administrative and other legal claims.

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; macroeconomic conditions resulting in disruptions to the shipping and transportation industries; labor issues such as increased costs or worker shortages or other operational disruptions [removed: 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.]

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

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 [added: personnel and general economic and business conditions.]

[removed: We incur substantial pre-opening expenses each time we open a new] restaurant and other expenses when we close, relocate or remodel existing restaurants.

We believe that we have selected high-caliber operating partners and franchisees with significant experience in restaurant operations, and [added: we] are providing them with training and support.

The equity markets in the United States [removed: continue to be volatile] [added: have experienced recent periods of volatility] due to the [removed: ongoing] impacts of the COVID-19 pandemic, macroeconomic conditions, geopolitical concerns and [removed: due to] the unpredictability of the recovery of the United States economy as a result of these factors.

However, because these hedges also net settle on a cash basis quarterly, we have been and may in the future be required to make cash payments at those quarterly settlement dates and the amounts of those payments are difficult to [added: predict] during periods of extreme volatility in the equity markets.

We regard our Olive Garden®, LongHorn Steakhouse®, Cheddar’s Scratch Kitchen®, Yard House®, The Capital Grille®, Seasons 52®, Bahama Breeze®, Eddie V’s Prime Seafood®, [added: Ruth’s Chris Steak House®,] 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.

However, we are aware of names and marks identical or similar to our service marks being used [removed: from time to time by other persons.]

These actions and proceedings may involve allegations of illegal, unfair or inconsistent employment practices, including wage and hour violations and employment discrimination; guest discrimination; food safety issues including poor food quality, food-borne illness, food tampering, food contamination, and adverse health effects from consumption of various food products or high-calorie foods (including obesity); other personal [removed: injury, including claims related to COVID-19;] [added: injury;] violation of “dram shop” laws (providing an injured party with recourse against an establishment that serves alcoholic beverages to an intoxicated party who then causes injury to himself or a third party); trademark infringement; violation of the federal securities laws; or other concerns.

[removed: Changes in these rules or their interpretation or] changes in underlying assumptions, estimates or judgments by us could significantly change our reported or expected financial performance.

If a virus is transmitted by human contact or respiratory

persons or used inappropriately, it could result in liabilities and penalties and could damage our reputation, cause interruption of normal business performance, cause us to incur substantial costs and result in a loss of customer confidence, which could adversely affect our results of operations and financial condition.

Risks Relating to the Acquisition of Ruth’s

The inability to successfully integrate Ruth’s Chris Steak House into our business could harm our ability to achieve the sales growth, cost savings and other benefits we expect to be able to realize in the Ruth’s Chris Steak House operations.

On June 14, 2023, we completed our acquisition of Ruth’s, owner, operator and franchisor of Ruth’s Chris Steak House restaurants.

Our integration of the Ruth’s Chris Steak House business into our operations is a complex and time-consuming process that may not be successful.

The primary areas of focus for successfully combining the business of Ruth’s Chris Steak House with our operations may include, among others: retaining and integrating management and other key employees and franchisees; integrating information, communications and other systems; and managing the growth of the combined company.

Even if we successfully integrate the business of Ruth’s Chris Steak House into our operations, there can be no assurance that we will realize the anticipated benefits.

We acquired Ruth’s Chris Steak House with the expectation that the acquisition would result in various benefits for the combined company including, among others, business and growth opportunities and significant synergies from increased efficiency in purchasing, distribution and other restaurant and corporate support.

Increased competition and/or deterioration in business conditions may limit our ability to expand this business.

As such, we may not be able to realize the synergies, goodwill, business opportunities and growth prospects anticipated in connection with the acquisition.

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.

We incur substantial pre-opening expenses each time we open a new

from time to time by other persons.

Changes in these rules or their interpretation or

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

The COVID-19 pandemic, federal, state and local government responses to COVID-19 and our Company’s responses to the outbreak have all disrupted and may continue to disrupt our business.

In the United States over the course of fiscal 2021, state and local governments imposed a variety of restrictions on people and businesses and public health authorities offered regular guidance on health and safety.

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 eased.

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.

our operations.

Personal or public health concerns related to COVID-19 may continue to make some existing team members or potential candidates reluctant to work in enclosed restaurant environments.

We have experienced and may continue to experience challenges in recruiting and retaining team members in various locations.

objectives and support our projected growth.

requirements.

In addition, at the end of the

personnel and general economic and business conditions.

Fiscal [removed: 2022,] [added: 2023,] which ended May [removed: 29, 2022,] [added: 28, 2023,] and fiscal [removed: 2021,] [added: 2022,] which ended May [removed: 30, 2021,] [added: 29, 2022,] each consisted of 52 weeks.

At May [removed: 29, 2022,] [added: 28, 2023,] we operated [removed: 1,867] [added: 1,914] 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® ,] [added: Breeze®,] Eddie V’s Prime [removed: Seafood® ,] [added: Seafood®,] and The Capital Burger® trademarks.

We also have [removed: 26] [added: 35] franchised restaurants in operation located in Latin [removed: America.][added: America, Asia, the Middle East and the Caribbean.]

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, [removed: mostly in January 2022,] subjected some of our restaurants to [removed: other] COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both.

[removed: During fiscal 2022, along] [added: 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 [removed: sold.][added: 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 [added: efforts to recover from the] effects of [added: the] COVID-19 [added: pandemic] and its variants, along with other geopolitical and macroeconomic [removed: events] [added: events,] could [removed: lead to further capacity restrictions, mask and vaccination mandates,] [added: impact our restaurants through] 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.

Fiscal [removed: 2022] [added: 2023] Financial Highlights

- Total sales increased [removed: 33.8%] [added: 8.9 percent] to [removed: $9.63] [added: $10.49] billion in [removed: 2022] [added: fiscal 2023] from [removed: $7.20] [added: $9.63] billion in fiscal [removed: 2021] [added: 2022] driven by a blended same-restaurant sales increase of [removed: 30.9%] [added: 6.8 percent] and sales from [removed: 33] [added: 47] net new restaurants.

- Reported diluted net earnings per share from continuing operations increased to [removed: $7.40] [added: $8.00] in [removed: 2022] [added: fiscal 2023] from [removed: $4.80] [added: $7.40] in fiscal [removed: 2021,] [added: 2022,] a [removed: 54.2] [added: 8.1] percent increase.

- Net earnings from continuing operations increased to [removed: $954.7] [added: $983.5] million in [removed: 2022] [added: fiscal 2023] from [removed: $632.4] [added: $954.7] million in fiscal [removed: 2021,] [added: 2022,] a [removed: 51.0] [added: 3.0] percent increase.

- Net loss from discontinued operations decreased to [removed: $1.9] [added: $1.6] million ($0.01 per diluted share) [removed: for] [added: in] fiscal [removed: 2022,] [added: 2023,] from [removed: $3.1] [added: $1.9] million [removed: ($0.03] [added: ($0.01] per diluted share) in fiscal [removed: 2021.][added: 2022.]

When combined with results from continuing operations, our diluted net earnings per share was [removed: $7.39] [added: $7.99] for fiscal [removed: 2022] [added: 2023] and [removed: diluted net earnings per share was $4.77] [added: $7.39] for fiscal [removed: 2021.][added: 2022.]

We expect fiscal [removed: 2023] [added: 2024] sales from continuing operations to increase between [removed: 6] [added: 9.5] percent and [removed: 8] [added: 10.5] percent, driven by [added: the addition of the Ruth’s Chris Steak House restaurants to our portfolio,] Darden same-restaurant sales growth of [removed: 4] [added: 2.5] percent to [removed: 6] [added: 3.5] percent, [removed: as well as] [added: and] sales from approximately [removed: 55-60] [added: 50] new [removed: restaurants.][added: restaurant openings.]

In fiscal [removed: 2023,] [added: 2024,] we expect our annual effective tax rate to be [removed: 13.5] [added: 12] percent [added: to 12.5 percent] and we expect capital expenditures incurred to build new restaurants, remodel and maintain existing restaurants and technology initiatives to be between [removed: $500.0] [added: $550] million and [removed: $550.0] [added: $600] million.

RESULTS OF OPERATIONS FOR FISCAL [removed: 2022] [added: 2023] AND [removed: 2021][added: 2022]

All information is derived from the consolidated statements of earnings for the fiscal years ended May [removed: 29, 2022] [added: 28, 2023] and May [removed: 30, 2021:][added: 29, 2022:]

| (in millions) | | | May [removed: 29, 2022] [added: 28, 2023] | | | | | | May [removed: 30, 2021] [added: 29, 2022] | | | | | | [removed: 2022] [added: 2023] v. [removed: 2021] [added: 2022] | | | | | | | | |

| Food and beverage | | | [removed: 2,943.6] [added: 3,355.9] | | | | | | [removed: 2,072.1] [added: 2,943.6] | | | | | | [removed: 42.1%] [added: 14.0%] | | | | | | | | |

| Restaurant labor | | | [removed: 3,108.8] [added: 3,346.3] | | | | | | [removed: 2,286.3] [added: 3,108.8] | | | | | | [removed: 36.0%] [added: 7.6%] | | | | | | | | |

| Restaurant expenses | | | [removed: 1,582.6] [added: 1,702.2] | | | | | | [removed: 1,344.2] [added: 1,582.6] | | | | | | [removed: 17.7%] [added: 7.6%] | | | | | | | | |

| Marketing expenses | | | [removed: 93.2] [added: 118.3] | | | | | | [removed: 91.1] [added: 93.2] | | | | | | [removed: 2.3%] [added: 26.9%] | | | | | | | | |

| General and administrative expenses | | | [removed: 373.2] [added: 386.1] | | | | | | [removed: 396.2] [added: 373.2] | | | | | | [removed: (5.8)%] [added: 3.5%] | | | | | | | | |

| Depreciation and amortization | | | [removed: 368.4] [added: 387.8] | | | | | | [removed: 350.9] [added: 368.4] | | | | | | [removed: 5.0%] [added: 5.3%] | | | | | | | | |

| Impairments and disposal of assets, net | | | [removed: (2.0)] [added: (10.6)] | | | | | | [removed: 6.6] [added: (2.0)] | | | | | | NM | | | | | | | | |

| Total operating costs and expenses | | | $ | [removed: 8,467.8] [added: 9,286.0] | | | | | $ | [removed: 6,547.4] [added: 8,467.8] | | | | | [removed: 29.3%] [added: 9.7%] | | | | | | | | |

| Operating income | | | $ | [removed: 1,162.2] [added: 1,201.8] | | | | | $ | [removed: 648.7] [added: 1,162.2] | | | | | [removed: 79.2%] [added: 3.4%] | | | | | | | | |

| Interest, net | | | [removed: 68.7] [added: 81.3] | | | | | | [removed: 63.5] [added: 68.7] | | | | | | [removed: 8.2%] [added: 18.3%] | | | | | | | | |

| Earnings before income taxes | | | $ | [removed: 1,093.5] [added: 1,120.5] | | | | | $ | [removed: 576.5] [added: 1,093.5] | | | | | [removed: 89.7%] [added: 2.5%] | | | | | | | | |

| Income tax expense [removed: (benefit)] (1) | | | [removed: 138.8] [added: 137.0] | | | | | | [removed: (55.9)] [added: 138.8] | | | | | | [removed: NM] [added: (1.3)%] | | | | | | | | |

| Earnings from continuing operations | | | $ | [removed: 954.7] [added: 983.5] | | | | | $ | [removed: 632.4] [added: 954.7] | | | | | [removed: 51.0%] [added: 3.0%] | | | | | | | | |

| Losses from discontinued operations, net of tax | | | [removed: (1.9)] [added: (1.6)] | | | | | | [removed: (3.1)] [added: (1.9)] | | | | | | [removed: (38.7)%] [added: (15.8)%] | | | | | | | | |

| Net earnings | | | $ | [removed: 952.8] [added: 981.9] | | | | | $ | [removed: 629.3] [added: 952.8] | | | | | [removed: 51.4%] [added: 3.1%] | | | | | | | | |

| (1) Effective tax rate | | | [removed: 12.7] [added: 12.2] | | % | | | | [removed: (9.7)] [added: 12.7] | | % | | | | | | | | | | | | |

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: 2021:][added: 2022:]

| | | | | | | May [removed: 29, 2022] [added: 28, 2023] | | | | | | May [removed: 30, 2021] [added: 29, 2022] | | |

| Olive Garden | | | | | | [removed: 884] [added: 905] | | | | | | [removed: 875] [added: 884] | | |

| LongHorn Steakhouse | | | | | | [removed: 546] [added: 562] | | | | | | [removed: 533] [added: 546] | | |

| Cheddar’s Scratch Kitchen | | | | | | [removed: 172] [added: 180] | | | | | | [removed: 170] [added: 172] | | |

| Yard House | | | | | | [removed: 85] [added: 86] | | | | | | [removed: 81] [added: 85] | | |

| The Capital Grille | | | | | | 62 | | | | | | [removed: 60] [added: 62] | | |

On June 14, 2023, we completed our acquisition of Ruth’s, a Delaware corporation, for $21.50 per share in cash.

Ruth’s is the owner, operator and franchisor of Ruth’s Chris Steak House restaurants.

| Sales | | | $ | 10,487.8 | | | | | $ | 9,630.0 | | | | | 8.9% | | | | | | | | |

| Olive Garden | | | $ | 4,877.8 | | | | | $ | 4,503.9 | | | | | 8.3 | | % | | | | 6.7 | | % | | | | $ | 5.5 | | | | | $ | 5.1 | |

| LongHorn Steakhouse | | | $ | 2,612.3 | | | | | $ | 2,374.3 | | | | | 10.0 | | % | | | | 7.4 | | % | | | | $ | 4.7 | | | | | $ | 4.4 | |

| Fine Dining | | | $ | 830.8 | | | | | $ | 776.2 | | | | | 7.0 | | % | | | | 5.7 | | % | | | | $ | 9.2 | | | | | $ | 8.8 | |

| Other Business | | | $ | 2,166.9 | | | | | $ | 1,975.6 | | | | | 9.7 | | % | | | | 7.0 | | % | | | | $ | 6.0 | | | | | $ | 5.7 | |

| | | | $ | 10,487.8 | | | | | $ | 9,630.0 | | | | | | | | | | | | | | | | | | | | | | | | | |

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

- Impairments and disposal of assets, net decreased as a percent of sales primarily due to gains recognized on the sale of five properties.

This change was primarily driven by the impact of federal tax credits.

The Inflation Reduction Act (IRA) was enacted on August 16, 2022.

The IRA includes provisions imposing a 1 percent excise tax on share repurchases that occur after December 31, 2022 and introduces a 15 percent corporate alternative minimum tax (CAMT) on adjusted financial statement income.

The IRA excise tax and the CAMT are immaterial to our financial statements.

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

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

We estimate the fair value of each reporting unit using the best information available, including market information (also referred to as the market approach) and discounted cash flow projections (also referred to as the income approach).

A market approach estimates fair value by applying sales or cash flow multiples to the reporting unit’s operating performance.

The multiples are derived from observable market data of comparable publicly traded companies with similar operating and investment characteristics of the reporting units.

The income approach uses a reporting unit’s projection of estimated operating cash flows which are based on a combination of historical and current trends, organic growth expectations, and residual growth rate assumptions.

These cash flows are discounted using a weighted-average cost of capital (WACC) that reflects current market conditions.

We recognize a goodwill impairment loss when the fair value of the reporting unit is less than its carrying value.

We estimate the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from the reporting unit’s projection of estimated operating cash flows; assumed royalty rates that could be payable

if we did not own the trademarks; and a discount rate based on an adjusted estimated WACC for each business unit.

We recognize an impairment loss when the estimated fair value of the trademark is less than its carrying value.

We performed our annual impairment test of our goodwill and trademarks as of February 27, 2023 which was the first day of our fiscal 2023 fourth quarter.

As of February 27, 2023, no impairment of goodwill or trademarks was indicated based on our testing.

Effective May 31, 2023, we entered into an amendment to the Revolving Credit Agreement (the “Amendment”.) Pursuant to the terms of the Amendment, the Company, the administrative agent and the lenders have agreed to replace the LIBOR-based interest rate applicable to borrowings under the Credit Agreement with a Term SOFR-based interest rate in advance of the cessation of LIBOR, and make certain other conforming changes.

All other material terms and conditions of the Credit Agreement were unchanged.

Effective May 31, 2023, loans under the Revolving Credit Agreement bear interest at a rate of (a) Term SOFR (which is defined, for the applicable interest period, as the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such interest period with a term equivalent to such interest period) plus a Term SOFR adjustment of 0.10 percent plus the relevant margin determined by reference to a ratings-based pricing grid (Applicable Margin), or (b) the base rate (which is defined as the highest of the BOA prime rate, the Federal Funds rate plus 0.500 percent, and the Term SOFR plus 1.00 percent) plus the relevant Applicable Margin.

Assuming a “BBB” equivalent credit rating level, the Applicable Margin under the Revolving Credit Agreement will be 1.00 percent for Term SOFR loans and 0.00 percent for base rate loans.

Also on May 31, 2023, the Company entered into a senior unsecured $600 million 3-year Term Loan Credit Agreement (Term Loan Agreement) with Bank of America, N.A., as administrative agent, the lenders and other agents party thereto, the material terms of which are consistent with the Credit Agreement, as amended.

The Term Loan Agreement provided for a single borrowing on any business day up to 90 days after May 31, 2023, and matures on the third anniversary of the funding date thereunder, June 14, 2023.

On June 14, 2023, we completed the acquisition of Ruth’s.

We borrowed $600 million under the Term Loan Agreement to fund a portion of the approximately $715 million in consideration paid in connection with our acquisition of Ruth’s.

The amounts involved may be material.

| Leases (2) | | | | | | 3,039.1 | | | | | | 441.3 | | | | | | 836.6 | | | | | | 720.6 | | | | | | 1,040.6 | | |

| Purchase obligations (3) | | | | | | 697.7 | | | | | | 654.7 | | | | | | 41.1 | | | | | | 1.9 | | | | | | — | | |

| Benefit obligations (4) | | | | | | 383.7 | | | | | | 32.5 | | | | | | 68.3 | | | | | | 73.2 | | | | | | 209.7 | | |

| Unrecognized income tax benefits (5) | | | | | | 25.6 | | | | | | 9.6 | | | | | | 3.6 | | | | | | 12.4 | | | | | | — | | |

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.

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.

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 eased.

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.

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

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

| Other (income) expense, net | | | — | | | | | | 8.7 | | | | | | NM | | | | | | | | |

| 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.

| Other (income) expense, net | | | — | | | | | | 0.1 | | |

The change was driven primarily by an increase in earnings before income taxes in fiscal 2022, in addition to the generation of a net operating loss for tax purposes in fiscal 2021 that was carried back to the previous five tax years.

An income tax benefit was generated due to the difference in federal tax rates between fiscal year 2021 and the years to which the federal net operating loss was carried back.

In fiscal 2021, our diluted per share results from continuing operations were positively impacted by $0.76 due to a non-recurring income tax benefit, partially offset by $0.27 due to our corporate restructuring in the first quarter of 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.

During fiscal 2022, we elected to perform a qualitative assessment for our annual impairment review of goodwill and trademarks to determine whether or not indicators of impairment exist.

In considering the qualitative approach related to goodwill, we evaluated factors including, but not limited to, COVID-19, macro-economic conditions, market and industry conditions, commodity cost fluctuations, competitive environment, share price performance, results of prior impairment tests, operational stability, the overall financial performance of the reporting units and the impacts of discount rates.

As it relates to trademarks, we evaluate similar factors from the goodwill assessment, in addition to impacts of royalty rates.

Based on the results of the qualitative assessment which considered the improvements of each of our brands’ financial performance, as well as the improved overall operating environment, no indicators of impairment were identified.

Changes in circumstances existing at the measurement date or at other times in the future, or in the numerous estimates associated with management’s judgments and assumptions made in assessing the fair value of our goodwill and trademarks, could result in an impairment loss of a portion or all of our goodwill or trademarks.

| 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 | |

| Guarantees (7) | | | | | | 101.0 | | | | | | 32.0 | | | | | | 43.8 | | | | | | 19.0 | | | | | | 6.2 | | |

| Total commercial commitments | | | | | | $ | 224.6 | | | | | $ | 155.6 | | | | | $ | 43.8 | | | | | $ | 19.0 | | | | | $ | 6.2 | |

The decrease was primarily due to a decrease in cash and cash equivalents driven by increased share repurchases in fiscal 2022.

Decreases in other current liabilities were offset by increases in accounts payable and unearned revenues associated with gift card sales in excess of gift card redemptions.

To manage this exposure, we periodically enter into interest [removed: rate and] [added: rate,] foreign currency exchange instruments, equity forward and commodity derivative instruments for other than trading purposes.

At May [removed: 29, 2022,] [added: 28, 2023,] 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: $70.2] [added: $75.0] 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: $81.7] [added: $79.7] million.

The fair value of our long-term fixed-rate debt outstanding as of May [removed: 29, 2022,] [added: 28, 2023,] averaged [removed: $1.03 billion,] [added: $857.3 million,] with a high of [removed: $1.09 billion] [added: $893.7 million] and a low of [removed: $883.4] [added: $798.0] million during fiscal [removed: 2022.][added: 2023.]

Darden Restaurants, Inc. is a full-service restaurant company, and as of May [removed: 29, 2022,] [added: 28, 2023,] we owned and operated [removed: 1,867] [added: 1,914] 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®, Eddie V’s Prime Seafood®, and The Capital Burger® trademarks.

As of May [removed: 29, 2022,] [added: 28, 2023,] we also had [removed: 60] [added: 69] 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: 29, 2022:][added: 28, 2023:]

| Latin America | | | | | | [removed: 24] [added: 29] | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 26] [added: 31] | | |

| Total | | | | | | [removed: 35] [added: 44] | | | | | | 18 | | | | | | 4 | | | | | | — | | | | | | 2 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | [removed: 60] [added: 69] | | |

Our fiscal year [removed: 2022] [added: 2023] ended May [removed: 29, 2022] [added: 28, 2023] and consisted of 52 weeks, fiscal [removed: 2021] [added: 2022] ended May [removed: 30, 2021] [added: 29, 2022] and consisted of 52 weeks, and fiscal [removed: 2020] [added: 2021] ended May [removed: 31, 2020] [added: 30, 2021] and consisted of [removed: 53] [added: 52] weeks.

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, [removed: 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.

[removed: During fiscal 2022, along] [added: 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 [removed: sold.][added: 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 [added: efforts to recover from the] effects of [added: the] COVID-19 [added: pandemic] and its variants, along with other geopolitical and macroeconomic events could [removed: lead to further capacity restrictions, mask and vaccination mandates,] [added: impact our restaurants through] 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 four reportable segments: 1) Olive Garden, 2) LongHorn Steakhouse, 3) Fine Dining [removed: (which] [added: (which, as of the end of fiscal 2023,] includes The Capital Grille and Eddie V’s) and 4) Other Business (which includes Cheddar’s Scratch Kitchen, Yard House, Bahama Breeze, Seasons 52, The Capital Burger and results from our franchise operations).

Most [removed: dinner menu entrée prices range from $10.00 to $20.00, and most] lunch [added: and dinner] menu entrée prices range from $8.00 to [removed: $10.00.][added: $23.00.]

During fiscal [removed: 2022,] [added: 2023,] the average check per person (defined as total sales divided by number of entrées sold) was approximately [removed: $21.00,] [added: $22.50,] with alcoholic beverages accounting for [removed: 5.5] [added: 5.3] percent of Olive Garden’s sales.

Most [removed: dinner menu entrée prices range from $12.50 to $32.50, and most] lunch [added: and dinner] menu entrée prices range from $9.00 to [removed: $13.00.][added: $25.00.]

During fiscal [removed: 2022,] [added: 2023,] the average check per person was approximately [removed: $24.00,] [added: $25.50,] with alcoholic beverages accounting for [removed: 9.0] [added: 8.9] percent of LongHorn Steakhouse’s sales.

Most lunch and dinner menu entrée prices range from [removed: $8.00] [added: $10.00] to [removed: $21.00.][added: $48.00.]

During fiscal [removed: 2022,] [added: 2023,] the average check per person was approximately [removed: $16.50,] [added: $18.00,] with alcoholic beverages accounting for [removed: 8.3] [added: 7.9] percent of Cheddar’s Scratch Kitchen’s sales.

Most [removed: lunch and] dinner menu entrée prices range from [added: $11.00 to $21.00, and most lunch menu entrée prices range from] $9.00 to [removed: $48.00.][added: $11.00.]

During fiscal [removed: 2022,] [added: 2023,] the average check per person was approximately [removed: $33.50,] [added: $34.50,] with alcoholic beverages accounting for [removed: 33.8] [added: 32.6] percent of Yard House’s sales.

Most dinner menu entrée prices range from [removed: $34.00] [added: $35.00] to $95.00 and most lunch menu entrée prices range from [removed: $19.00] [added: $20.00] to $49.00.

During fiscal [removed: 2022,] [added: 2023,] the average check per person was approximately [removed: $92.50,] [added: $97.00,] with alcoholic beverages accounting for [removed: 27.7] [added: 26.9] percent of The Capital Grille’s sales.

Most lunch and dinner menu entrée prices range from [removed: $12.00] [added: $13.00] to [removed: $46.50.][added: $49.50.]

During fiscal [removed: 2022,] [added: 2023,] the average check per person was approximately [removed: $47.50,] [added: $49.50,] with alcoholic beverages accounting for [removed: 24.4] [added: 23.8] percent of Seasons 52’s sales.

Most lunch and dinner menu entrée prices range from [removed: $8.50] [added: $17.00] to [removed: $24.00.][added: $39.00.]

During fiscal [removed: 2022,] [added: 2023,] the average check per person was approximately [removed: $30.50,] [added: $32.50,] with alcoholic beverages accounting for [removed: 22.9] [added: 21.8] percent of Bahama Breeze’s sales.

Most dinner menu entrée prices range from [removed: $35.00] [added: $38.00] to [removed: $102.00.][added: $107.00.]

During fiscal [removed: 2022,] [added: 2023,] the average check per person was approximately [removed: $109.00,] [added: $114.50,] with alcoholic beverages accounting for [removed: 30.1] [added: 29.1] percent of Eddie V’s sales.

Most [removed: lunch and] dinner menu entrée prices range from [removed: $16.00] [added: $13.50] to [removed: $30.00.][added: $38.00, and most lunch menu entrée prices range from $9.00 to $12.00.]

During fiscal [removed: 2022,] [added: 2023,] the average check per person was approximately [removed: $31.50,] [added: $34.00,] with alcoholic beverages accounting for [removed: 31.2] [added: 30.5] percent of The Capital Burger’s sales.

The following table shows our restaurant growth over the last five years and lists the number of restaurants owned and operated by each of our brands [added: and concept] as of the end of the fiscal years [removed: indicated.][added: indicated and excludes Ruth’s Chris Steak House since the information provided below is as of May 28, 2023.]

(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 [removed: mandates.][added: mandates as a result of the COVID-19 pandemic.]

[removed: Although we have continued to adapt our business model throughout the COVID-19 pandemic, our] [added: Our] operating philosophy remains focused on strengthening the core operational fundamentals of the business by providing an outstanding guest experience rooted in culinary innovation, attentive service, engaging atmosphere, and integrated marketing.

During fiscal [removed: 2022,] [added: 2023,] we added [removed: 33] [added: 47] net new company-owned restaurants in the United States.

Our fiscal [removed: 2022] [added: 2023] actual restaurant openings and closings, fiscal [removed: 2023] [added: 2024] projected openings, and approximate capital investment, square footage and dining capacity, by brand (4), are shown below:

| | | | Actual - Fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | Projected - Fiscal [removed: 2023] [added: 2024 (4)] | | | | | | Pro-Forma New [removed: Restaurants] [added: Restaurants (4)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Olive Garden | | | [removed: 10] [added: 22] | | | | | | | | | | | | 1 | | | | | | [removed: 22-25] [added: 18-22] | | | | | | [removed: $3.7] [added: $4.0] | | | \- | | | [removed: $5.2] [added: $5.8] | | | | | | 7,700 | | | | | | 250 | | |

| LongHorn Steakhouse | | | [removed: 14] [added: 18] | | | | | | | | | | | | [removed: 1] [added: 2] | | | | | | 15-18 | | | | | | [removed: $3.0] [added: $3.3] | | | \- | | | [removed: $4.2] [added: $4.6] | | | | | | 5,700 | | | | | | 180 | | |

| Cheddar’s Scratch Kitchen | | | [removed: 3] [added: 10] | | | | | | | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 9-11] [added: 4-5] | | | | | | $4.0 | | | \- | | | [removed: $5.2] [added: $5.3] | | | | | | [removed: 8,000] [added: 6,000] | | | | | | [removed: 260] [added: 210] | | |

| Yard House | | | [removed: 4] [added: 2] | | | | | | | | | | | | [removed: —] [added: 1] | | | | | | 2-3 | | | | | | $7.0 | | | \- | | | [removed: $8.5] [added: $9.2] | | | | | | 11,000 | | | | | | 360 | | |

| The Capital Grille | | | 2 | | | | | | | | | | | | [removed: —] [added: 2] | | | | | | [removed: 2-3] [added: 2-4] | | | | | | [removed: $8.0] [added: $8.5] | | | \- | | | [removed: $9.0] [added: $10.0] | | | | | | 10,000 | | | | | | 320 | | |

| Seasons 52 | | | 1 | | | | | | | | | | | | [removed: —] [added: 2] | | | | | | 0-1 | | | | | | [removed: $5.5] [added: $6.0] | | | \- | | | [removed: $6.5] [added: $7.2] | | | | | | 9,000 | | | | | | 250 | | |

| United States | | | | | | 897 | | | | | | 562 | | | | | | 180 | | | | | | 86 | | | | | | 62 | | | | | | 44 | | | | | | 42 | | | | | | 29 | | | | | | 4 | | | | | | 1,906 | | |

| Total | | | | | | 905 | | | | | | 562 | | | | | | 180 | | | | | | 86 | | | | | | 62 | | | | | | 44 | | | | | | 42 | | | | | | 29 | | | | | | 4 | | | | | | 1,914 | | |

| Asia | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | |

| Middle East | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

| The Caribbean | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

On June 14, 2023, we completed our acquisition of Ruth’s Hospitality Group, Inc., a Delaware corporation (Ruth’s), for $21.50 per share in cash.

Ruth’s is the owner, operator and franchisor of restaurants under the Ruth’s Chris Steak House® trademark.

As the acquisition was subsequent to our fiscal year ended on May 28, 2023, there was no impact to our consolidated financial statements or operations.

As of the closing, Ruth’s Chris Steak House had 155 locations around the globe, including 81 company-owned or company-operated restaurants and 74 franchised restaurants.

Because our acquisition of Ruth’s was completed during the first quarter of fiscal 2024, the description of the business throughout this Item 1 does not include a description of Ruth’s Chris Steak House unless specifically referenced herein.

During fiscal 2023, these events have continued to impact our operating results as wage and cost inflation continue to exceed recent norms.

| 2023 | | | | | | 905 | | | | | | 562 | | | | | | 180 | | | | | | 86 | | | | | | 62 | | | | | | 44 | | | | | | 42 | | | | | | 29 | | | | | | 4 | | | | | | 1,914 | | | | | | $10,487.8 | | |

We project opening approximately 3-4 Ruth’s Chris Steak House restaurants during fiscal 2024 which is captured in the total projected new restaurant openings above.

Since the recovery from the COVID-19 pandemic, the staffing levels at many of our restaurants have returned to pre-pandemic levels.

food safety system.

We regularly review our pay and benefits programs to identify and implement enhancements to the ways we reward our team members.

Also in January 2022, we began a new "First Rewards” program to provide a phantom stock grant worth $10,000 to newly promoted General Managers and Managing Partners, numbering approximately 300 annually, to reward these high-performing leaders and provide immediate alignment between their compensation and shareholder value creation.

Further, in fiscal 2023, the Darden Restaurants Foundation introduced the Next Course Scholarship program for children and dependents of our team members and in its inaugural year, the program awarded scholarships worth $3,000 each to nearly 100 children or dependents of Darden team members.

In January 2023, we introduced a new benefit for restaurant team members called Fast Fluency – which offers Spanish-speaking team members the chance to learn English for free.

We consider our team member relations to be good, with our employee engagement levels nearly double the United States average, as recently surveyed by Gallup, Inc.

Participating team members

We leverage public cloud computing where appropriate to enhance our capabilities and to leverage scale.

capabilities and effectiveness of advertising and marketing.

- Saudi Arabia.

In 2023, the IRS issued a proposed revenue procedure that would establish the Service Industry Tip Compliance Agreement (SITCA) program and eliminate TRAC.

We are working closely with the IRS as it finalizes its guidance.

Darden manages energy and water conservation within our restaurant operations and engages with our supply chain partners on sustainability topics including climate, deforestation and animal welfare.

In fiscal 2023, Darden expanded its assessment and disclosure of environmental metrics in our operations and extended value chain.

Additional environmental indicators, including energy and water consumption, waste generation and diversion, as well as Scope 3 greenhouse gas emissions, are reported on our website at www.darden.com/our-impact/communities/sustainability.

Franchises are accounted for in our Scope 3 inventory.

(4)APEX Companies, LLC.

provided a statement of third-party verification to a limited assurance level for the above stated values for fiscal year 2022 in accordance with ISO Standard 14064-3 Second edition 2019-4 on greenhouse gases- Part 3: Specification with guidance for the verification and validation of GHG statements.

These organizations

The Foundation also provided $250,000 to nonprofit organizations such as Volunteer Florida Foundation to support Hurricane Ian relief and recovery efforts.

In fiscal 2023, the Foundation launched the Next Course Scholarship program to help the children or dependents of Darden team members reach their educational goals.

The Foundation has partnered with Scholarship America to administer the initiative, which provided scholarships for post-secondary education to children or dependents of eligible full-time and part-time Darden team members for the 2023-24 academic year.

As a result, nearly 100 children or dependents of Darden team members were awarded scholarships worth $3,000 each.

These team members represent more than 80 different restaurants across seven of our brands and 32 states.

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

| 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 | | |

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 (PPE).

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.

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 eased.

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.

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

| 2018 | | | | | | 856 | | | | | | 504 | | | | | | 156 | | | | | | 72 | | | | | | 57 | | | | | | 42 | | | | | | 39 | | | | | | 19 | | | | | | 1 | | | | | | 1,746 | | | | | | $8,080.1 | | |

Over the course of fiscal 2021 and 2022, as the COVID-19 pandemic impacted our business, the staffing levels at many of our restaurants varied periodically, as our dining rooms operated under a range of pandemic conditions that also varied from time to time, from state to state and city to city.

As our restaurant operations continued to evolve in response to the pandemic, we have evolved our operational structure and made adjustments to restaurant staffing where appropriate.

As a result, the descriptions below may not precisely reflect the current or future structure of our restaurant operations.

Food Safety and our Total Quality Program

identify and monitor critical control points, and establish corrective actions when monitoring shows that a critical limit has not been met.

Restaurant, Guest and Team Member Safety in Response to COVID-19

In response to the COVID-19 pandemic, throughout fiscal 2022, we have continued to comply with state and local government regulations and health recommendations, as applicable, to promote guest and team member wellness and to maintain clean restaurants.

As the pandemic recedes in the United States, many of the additional COVID-19 protocols have been relaxed or removed as of the date of this report.

Nevertheless, we are remaining vigilant and may reinstate any of the additional safety or health and wellness precautions if public health conditions worsen in any of our service areas or future government regulations require us to do so.

In response to the ongoing impacts of the COVID 19 pandemic, the changing environment and global supply chain delays, throughout fiscal 2022, we continued to take steps to enhance the safety and reliability of our supply chain.

- Sourcing: We created and executed contingency plans in anticipation of supply chain obstacles to help mitigate the potential risk of shortages or disruptions in the supply of our key food products.

- Distribution: We increased inventory levels for brand-critical items to ensure sufficient supply of necessary products and equipment.

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.

We consider our team member relations to be good.

- Saudi Arabia

The COVID-19 pandemic caused a panoply of federal, state and local government regulations affecting our business to be issued and frequently revised on a daily and/or weekly basis beginning in March 2020 and continuing through most of fiscal 2021.

Regulations relating to paid sick leave, opening and closing of bars, restaurants and dining rooms, business hours, sanitation practices, To Go alcohol sales, guest spacing within dining rooms and other social distancing practices and PPE usage by both team members and guests have materially affected the way we operate our business and serve our guests.

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.

However, we continue to monitor the impacts of the COVID-19 pandemic and it is possible that certain regulations could be re-imposed in the future if the United States or portions thereof experience additional outbreaks.

Compliance with TRAC requirements reduces the

Darden manages energy and water conservation within our restaurant operations.

In fiscal 2021, we experienced reductions in energy and water usage directly related to COVID-19 impacts to the business, and we do not expect these results to continue year-over-year.

For the fiscal year ended May [removed: 29, 2022][added: 28, 2023]

The aggregate market value of Common Stock held by non-affiliates of the Registrant based on the closing price of [removed: $140.55] [added: $148.39] per share as reported on the New York Stock Exchange on November [removed: 26, 2021,] [added: 25, 2022,] was approximately: [removed: $17,964,900,000.][added: $18,011,600,000.]

Number of shares of Common Stock outstanding as of May [removed: 29, 2022: 123,946,313.][added: 28, 2023: 121,070,611.]

Portions of the Registrant’s Proxy Statement for its Annual Meeting of Shareholders on September [removed: 21, 2022,] [added: 20, 2023,] to be filed with the Securities and Exchange Commission no later than 120 days after May [removed: 29, 2022,] [added: 28, 2023,] are incorporated by reference into Part III of this Report.

FISCAL YEAR ENDED MAY [removed: 29, 2022][added: 28, 2023]

| Item 1. | | | [removed: [Business](#ia34ad59cc6a7486eaa44ef8cec2f245d_13)] [added: [Business](#i8c7f363c253a4bcc90e0e9e09b90aa00_13)] | | | [removed: [1](#ia34ad59cc6a7486eaa44ef8cec2f245d_13)] [added: [1](#i8c7f363c253a4bcc90e0e9e09b90aa00_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ia34ad59cc6a7486eaa44ef8cec2f245d_34)] [added: Factors](#i8c7f363c253a4bcc90e0e9e09b90aa00_34)] | | | [removed: [14](#ia34ad59cc6a7486eaa44ef8cec2f245d_34)] [added: [13](#i8c7f363c253a4bcc90e0e9e09b90aa00_34)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ia34ad59cc6a7486eaa44ef8cec2f245d_37)] [added: Comments](#i8c7f363c253a4bcc90e0e9e09b90aa00_37)] | | | [removed: [24](#ia34ad59cc6a7486eaa44ef8cec2f245d_37)] [added: [24](#i8c7f363c253a4bcc90e0e9e09b90aa00_37)] | | |

| Item 2. | | | [removed: [Properties](#ia34ad59cc6a7486eaa44ef8cec2f245d_40)] [added: [Properties](#i8c7f363c253a4bcc90e0e9e09b90aa00_40)] | | | [removed: [24](#ia34ad59cc6a7486eaa44ef8cec2f245d_40)] [added: [24](#i8c7f363c253a4bcc90e0e9e09b90aa00_40)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ia34ad59cc6a7486eaa44ef8cec2f245d_43)] [added: Proceedings](#i8c7f363c253a4bcc90e0e9e09b90aa00_43)] | | | [removed: [24](#ia34ad59cc6a7486eaa44ef8cec2f245d_43)] [added: [24](#i8c7f363c253a4bcc90e0e9e09b90aa00_43)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ia34ad59cc6a7486eaa44ef8cec2f245d_46)] [added: Disclosures](#i8c7f363c253a4bcc90e0e9e09b90aa00_46)] | | | [removed: [24](#ia34ad59cc6a7486eaa44ef8cec2f245d_46)] [added: [24](#i8c7f363c253a4bcc90e0e9e09b90aa00_46)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia34ad59cc6a7486eaa44ef8cec2f245d_52)] [added: Securities](#i8c7f363c253a4bcc90e0e9e09b90aa00_52)] | | | [removed: [25](#ia34ad59cc6a7486eaa44ef8cec2f245d_52)] [added: [25](#i8c7f363c253a4bcc90e0e9e09b90aa00_52)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia34ad59cc6a7486eaa44ef8cec2f245d_58)] [added: Operations](#i8c7f363c253a4bcc90e0e9e09b90aa00_58)] | | | [removed: [27](#ia34ad59cc6a7486eaa44ef8cec2f245d_58)] [added: [27](#i8c7f363c253a4bcc90e0e9e09b90aa00_58)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia34ad59cc6a7486eaa44ef8cec2f245d_82)] [added: Risk](#i8c7f363c253a4bcc90e0e9e09b90aa00_82)] | | | [removed: [37](#ia34ad59cc6a7486eaa44ef8cec2f245d_82)] [added: [37](#i8c7f363c253a4bcc90e0e9e09b90aa00_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia34ad59cc6a7486eaa44ef8cec2f245d_85)] [added: Data](#i8c7f363c253a4bcc90e0e9e09b90aa00_85)] | | | [removed: [38](#ia34ad59cc6a7486eaa44ef8cec2f245d_85)] [added: [38](#i8c7f363c253a4bcc90e0e9e09b90aa00_85)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia34ad59cc6a7486eaa44ef8cec2f245d_172)] [added: Disclosure](#i8c7f363c253a4bcc90e0e9e09b90aa00_172)] | | | [removed: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_172)] [added: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_172)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ia34ad59cc6a7486eaa44ef8cec2f245d_175)] [added: Procedures](#i8c7f363c253a4bcc90e0e9e09b90aa00_175)] | | | [removed: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_175)] [added: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_175)] | | |

| Item 9B. | | | [Other [removed: Information](#ia34ad59cc6a7486eaa44ef8cec2f245d_178)] [added: Information](#i8c7f363c253a4bcc90e0e9e09b90aa00_178)] | | | [removed: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_178)] [added: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_178)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia34ad59cc6a7486eaa44ef8cec2f245d_184)] [added: Governance](#i8c7f363c253a4bcc90e0e9e09b90aa00_184)] | | | [removed: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_184)] [added: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_184)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ia34ad59cc6a7486eaa44ef8cec2f245d_187)] [added: Compensation](#i8c7f363c253a4bcc90e0e9e09b90aa00_187)] | | | [removed: [78](#ia34ad59cc6a7486eaa44ef8cec2f245d_187)] [added: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_187)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia34ad59cc6a7486eaa44ef8cec2f245d_190)] [added: Matters](#i8c7f363c253a4bcc90e0e9e09b90aa00_190)] | | | [removed: [79](#ia34ad59cc6a7486eaa44ef8cec2f245d_190)] [added: [78](#i8c7f363c253a4bcc90e0e9e09b90aa00_190)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia34ad59cc6a7486eaa44ef8cec2f245d_193)] [added: Independence](#i8c7f363c253a4bcc90e0e9e09b90aa00_193)] | | | [removed: [79](#ia34ad59cc6a7486eaa44ef8cec2f245d_193)] [added: [78](#i8c7f363c253a4bcc90e0e9e09b90aa00_193)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ia34ad59cc6a7486eaa44ef8cec2f245d_196)] [added: Services](#i8c7f363c253a4bcc90e0e9e09b90aa00_196)] | | | [removed: [79](#ia34ad59cc6a7486eaa44ef8cec2f245d_196)] [added: [78](#i8c7f363c253a4bcc90e0e9e09b90aa00_196)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ia34ad59cc6a7486eaa44ef8cec2f245d_202)] [added: Schedules](#i8c7f363c253a4bcc90e0e9e09b90aa00_202)] | | | [removed: [79](#ia34ad59cc6a7486eaa44ef8cec2f245d_202)] [added: [78](#i8c7f363c253a4bcc90e0e9e09b90aa00_202)] | | |

| | | | [removed: [Signatures](#ia34ad59cc6a7486eaa44ef8cec2f245d_205)] [added: [Signatures](#i8c7f363c253a4bcc90e0e9e09b90aa00_205)] | | | [removed: [80](#ia34ad59cc6a7486eaa44ef8cec2f245d_205)] [added: [79](#i8c7f363c253a4bcc90e0e9e09b90aa00_205)] | | |

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: 2023,] [added: 2024,] 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.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes ☐ No ☒

Yes ☐ No ☒

| Item 6. | | | [Reserved](#i8c7f363c253a4bcc90e0e9e09b90aa00_55) | | | [27](#i8c7f363c253a4bcc90e0e9e09b90aa00_55) | | |

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

As of May [removed: 29, 2022,] [added: 28, 2023,] we operated [removed: 1,867] [added: 1,914] restaurants.

Of these [removed: 1,867] [added: 1,914] company-owned restaurants, [removed: 76] [added: 75] were located on owned sites and [removed: 1,791] [added: 1,839] were located on leased sites.

| Land-Only Leases (we own buildings and equipment) | | | [removed: 911] [added: 962] | | |

| Space/In-Line/Other Leases | | | [removed: 219] [added: 216] | | |

| Total | | | 1,839 | | |

| Total | | | 1,791 | | |

As of June 30, [removed: 2022,] [added: 2023,] there were approximately [removed: 8,551] [added: 8,213] holders of record of our common shares.

The number of registered holders does not include holders who are beneficial [removed: owners,] [added: owners] but whose shares are held in street name by brokers and other nominees.

Since commencing our common share repurchase program in December 1995, we have repurchased a total of [removed: 204.2] [added: 207.7] million shares through May [removed: 29, 2022] [added: 28, 2023] 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: 29, 2022:][added: 28, 2023:]

(1)All of the shares purchased during the quarter ended May [removed: 29, 2022] [added: 28, 2023] were purchased as part of our repurchase program.

| Company/Index | | | | | | 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] | | | | | | May [removed: 2022] [added: 2023] | | |

[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: 28, 2017,] [added: 27, 2018,] and that all dividends were reinvested.

Market \[and Dividend\] Information

We have a history of paying cash dividends.

Any future dividend payments remain subject to the discretion of our Board of Directors.

Share Repurchases

| February 27, 2023 through April 2, 2023 | | | 237,715 | | | $147.23 | | | 237,715 | | | $652.2 | | |

| April 3, 2023 through Apri1 30, 2023 | | | 2,004 | | | $151.93 | | | 2,004 | | | $651.9 | | |

| May 1, 2023 through May 28, 2023 | | | — | | | — | | | — | | | $651.9 | | |

| Quarter-to-Date | | | 239,719 | | | $147.27 | | | 239,719 | | | $651.9 | | |

| Darden Restaurants, Inc. | | | | | | $ | 100.00 | | | | | $ | 140.46 | | | | | $ | 91.92 | | | | | $ | 173.35 | | | | | $ | 157.33 | | | | | $ | 208.64 | |

| S&P 500 Stock Index | | | | | | $ | 100.00 | | | | | $ | 105.95 | | | | | $ | 116.47 | | | | | $ | 163.42 | | | | | $ | 163.95 | | | | | $ | 168.68 | |

| S&P Composite 1500 Restaurant Sub-Index | | | | | | $ | 100.00 | | | | | $ | 126.24 | | | | | $ | 126.09 | | | | | $ | 176.64 | | | | | $ | 160.94 | | | | | $ | 197.37 | |

| 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 | |

| [Report of Management [removed: Responsibilities](#ia34ad59cc6a7486eaa44ef8cec2f245d_88)] [added: Responsibilities](#i8c7f363c253a4bcc90e0e9e09b90aa00_88)] | | | [removed: [39](#ia34ad59cc6a7486eaa44ef8cec2f245d_88)] [added: [39](#i8c7f363c253a4bcc90e0e9e09b90aa00_88)] | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#ia34ad59cc6a7486eaa44ef8cec2f245d_91)] [added: Reporting](#i8c7f363c253a4bcc90e0e9e09b90aa00_91)] | | | [removed: [39](#ia34ad59cc6a7486eaa44ef8cec2f245d_91)] [added: [39](#i8c7f363c253a4bcc90e0e9e09b90aa00_91)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#ia34ad59cc6a7486eaa44ef8cec2f245d_94)] [added: Reporting](#i8c7f363c253a4bcc90e0e9e09b90aa00_94)] | | | [removed: [40](#ia34ad59cc6a7486eaa44ef8cec2f245d_94)] [added: [40](#i8c7f363c253a4bcc90e0e9e09b90aa00_94)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ia34ad59cc6a7486eaa44ef8cec2f245d_97)] [added: Firm](#i8c7f363c253a4bcc90e0e9e09b90aa00_97)] (KPMG LLP, Orlando, FL, Auditor Firm ID: 185) | | | [removed: [41](#ia34ad59cc6a7486eaa44ef8cec2f245d_97)] [added: [41](#i8c7f363c253a4bcc90e0e9e09b90aa00_97)] | | |

| [Consolidated Statements of Earnings for the fiscal years ended [removed: May](#ia34ad59cc6a7486eaa44ef8cec2f245d_100) [29](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)[2](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)[,](#ia34ad59cc6a7486eaa44ef8cec2f245d_100) [May] [added: May 28, 2023, May 29, 2022 and May] 30, [removed: 2021](#ia34ad59cc6a7486eaa44ef8cec2f245d_100) [and May](#ia34ad59cc6a7486eaa44ef8cec2f245d_100) [31](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)[,](#ia34ad59cc6a7486eaa44ef8cec2f245d_100) [2020](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)] [added: 2021](#i8c7f363c253a4bcc90e0e9e09b90aa00_100)] | | | [removed: [43](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)] [added: [43](#i8c7f363c253a4bcc90e0e9e09b90aa00_100)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years [removed: ended](#ia34ad59cc6a7486eaa44ef8cec2f245d_103)] [added: ended](#i8c7f363c253a4bcc90e0e9e09b90aa00_103)] [May [removed: 29, 2022,] [added: 28, 2023,] May [removed: 30, 2021] [added: 29, 2022] and May [removed: 31, 2020](#ia34ad59cc6a7486eaa44ef8cec2f245d_100)] [added: 30, 2021](#i8c7f363c253a4bcc90e0e9e09b90aa00_100)] | | | [removed: [44](#ia34ad59cc6a7486eaa44ef8cec2f245d_103)] [added: [44](#i8c7f363c253a4bcc90e0e9e09b90aa00_103)] | | |

| [Consolidated Balance Sheets at [removed: May](#ia34ad59cc6a7486eaa44ef8cec2f245d_106) [29](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[2](#ia34ad59cc6a7486eaa44ef8cec2f245d_106) [and] May [removed: 3](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[0](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)[1](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)] [added: 28, 2023 and May 29, 2022](#i8c7f363c253a4bcc90e0e9e09b90aa00_106)] | | | [removed: [45](#ia34ad59cc6a7486eaa44ef8cec2f245d_106)] [added: [45](#i8c7f363c253a4bcc90e0e9e09b90aa00_106)] | | |

| [Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended [removed: May](#ia34ad59cc6a7486eaa44ef8cec2f245d_109) [29](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[2](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)[,] May [removed: 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)] [added: 28, 2023, May 29, 2022 and May 30, 2021](#i8c7f363c253a4bcc90e0e9e09b90aa00_109)] | | | [removed: [46](#ia34ad59cc6a7486eaa44ef8cec2f245d_109)] [added: [46](#i8c7f363c253a4bcc90e0e9e09b90aa00_109)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years ended [removed: May](#ia34ad59cc6a7486eaa44ef8cec2f245d_112) [29](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[, 202](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[2](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)[,] May [removed: 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)] [added: 28, 2023, May 29, 2022 and May 30, 2021](#i8c7f363c253a4bcc90e0e9e09b90aa00_112)] | | | [removed: [47](#ia34ad59cc6a7486eaa44ef8cec2f245d_112)] [added: [47](#i8c7f363c253a4bcc90e0e9e09b90aa00_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia34ad59cc6a7486eaa44ef8cec2f245d_115)] [added: Statements](#i8c7f363c253a4bcc90e0e9e09b90aa00_115)] | | | [removed: [49](#ia34ad59cc6a7486eaa44ef8cec2f245d_115)] [added: [49](#i8c7f363c253a4bcc90e0e9e09b90aa00_115)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of May [removed: 29, 2022.][added: 28, 2023.]

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal [removed: Control-Integrated] [added: Control - Integrated] Framework (2013)*.

Management has concluded that, as of May [removed: 29, 2022,] [added: 28, 2023,] the Company’s internal control over financial reporting was effective based on these criteria.

We have audited Darden Restaurants, Inc. and [removed: subsidiaries’] [added: subsidiaries'] (the Company) internal control over financial reporting as of May [removed: 29, 2022,] [added: 28, 2023,] based on criteria established in Internal Control [removed: -] [added: –] 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: 29, 2022,] [added: 28, 2023,] based on criteria established in Internal Control [removed: -] [added: –] 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: 29, 2022] [added: 28, 2023] and May [removed: 30, 2021,] [added: 29, 2022,] 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: 29, 2022,] [added: 28, 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated July [removed: 22, 2022] [added: 21, 2023] 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: 29, 2022] [added: 28, 2023] and May [removed: 30, 2021,] [added: 29, 2022,] 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: 29, 2022,] [added: 28, 2023,] 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: 29, 2022] [added: 28, 2023] and May [removed: 30,2021,] [added: 29, 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended May [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -] [added: –] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July [removed: 22, 2022] [added: 21, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 1, 4, and 10 to the consolidated financial statements, land, buildings and equipment, net and operating lease right-of-use assets were [removed: $6.8] [added: $7.1] billion as of May [removed: 29, 2022.][added: 28, 2023.]

| | | | May [removed: 29, 2022] [added: 28, 2023] | | | | | | May [removed: 30, 2021] [added: 29, 2022] | | | | | | May [removed: 31, 2020] [added: 30, 2021] | | |

| Sales | | | $ | [removed: 9,630.0] [added: 10,487.8] | | | | | $ | [removed: 7,196.1] [added: 9,630.0] | | | | | $ | [removed: 7,806.9] [added: 7,196.1] | |

| Food and beverage | | | [removed: 2,943.6] [added: 3,355.9] | | | | | | [removed: 2,072.1] [added: 2,943.6] | | | | | | [removed: 2,240.8] [added: 2,072.1] | | |

| Restaurant labor | | | [removed: 3,108.8] [added: 3,346.3] | | | | | | [removed: 2,286.3] [added: 3,108.8] | | | | | | [removed: 2,682.6] [added: 2,286.3] | | |

| Restaurant expenses | | | [removed: 1,582.6] [added: 1,702.2] | | | | | | [removed: 1,344.2] [added: 1,582.6] | | | | | | [removed: 1,475.1] [added: 1,344.2] | | |

| Marketing expenses | | | [removed: 93.2] [added: 118.3] | | | | | | [removed: 91.1] [added: 93.2] | | | | | | [removed: 238.0] [added: 91.1] | | |

| General and administrative expenses | | | [removed: 373.2] [added: 386.1] | | | | | | [removed: 396.2] [added: 373.2] | | | | | | [removed: 376.4] [added: 396.2] | | |

| Depreciation and amortization | | | [removed: 368.4] [added: 387.8] | | | | | | [removed: 350.9] [added: 368.4] | | | | | | [removed: 355.9] [added: 350.9] | | |

| Impairments and disposal of assets, net | | | [removed: (2.0)] [added: (10.6)] | | | | | | [removed: 6.6] [added: (2.0)] | | | | | | [removed: 221.0] [added: 6.6] | | |

| Total operating costs and expenses | | | $ | [removed: 8,467.8] [added: 9,286.0] | | | | | $ | [removed: 6,547.4] [added: 8,467.8] | | | | | $ | [removed: 7,759.0] [added: 6,547.4] | |

| Operating income | | | $ | [removed: 1,162.2] [added: 1,201.8] | | | | | $ | [removed: 648.7] [added: 1,162.2] | | | | | $ | [removed: 47.9] [added: 648.7] | |

| Interest, net | | | [removed: 68.7] [added: 81.3] | | | | | | [removed: 63.5] [added: 68.7] | | | | | | [removed: 57.3] [added: 63.5] | | |

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

| Earnings [removed: (loss)] before income taxes | | | $ | [removed: 1,093.5] [added: 1,120.5] | | | | | $ | [removed: 576.5] [added: 1,093.5] | | | | | $ | [removed: (161.0)] [added: 576.5] | |

| Income tax expense (benefit) | | | [removed: 138.8] [added: 137.0] | | | | | | [removed: (55.9)] [added: 138.8] | | | | | | [removed: (111.8)] [added: (55.9)] | | |

| Earnings [removed: (loss)] from continuing operations | | | $ | [removed: 954.7] [added: 983.5] | | | | | $ | [removed: 632.4] [added: 954.7] | | | | | $ | [removed: (49.2)] [added: 632.4] | |

| Losses from discontinued operations, net of tax benefit of [removed: $0.2, $3.2] [added: $0.8, $0.2] and [removed: $0.9,] [added: $3.2,] respectively | | | [removed: (1.9)] [added: (1.6)] | | | | | | [removed: (3.1)] [added: (1.9)] | | | | | | [removed: (3.2)] [added: (3.1)] | | |

| Net earnings [removed: (loss)] | | | $ | [removed: 952.8] [added: 981.9] | | | | | $ | [removed: 629.3] [added: 952.8] | | | | | $ | [removed: (52.4)] [added: 629.3] | |

| Earnings [removed: (loss)] from continuing operations | | | $ | [removed: 7.47] [added: 8.07] | | | | | $ | [removed: 4.85] [added: 7.47] | | | | | $ | [removed: (0.40)] [added: 4.85] | |

| Losses from discontinued operations | | | (0.01) | | | | | | [removed: (0.02)] [added: (0.01)] | | | | | | [removed: (0.03)] [added: (0.02)] | | |

July 21, 2023

July 21, 2023

| | | | May 28, 2023 | | | | | | May 29, 2022 | | |

| Net earnings | | | — | | | — | | | | | | 981.9 | | | | | | | | | | | | | | | — | | | | | | | | | | | | 981.9 | | |

| Repurchases of common stock | | | (3.5) | | | (64.3) | | | | | | (394.4) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (458.7) | | |

| Other | | | — | | | 1.0 | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | | | | 1.0 | | |

| Balances at May 28, 2023 | | | 121.1 | | | $ | 2,230.8 | | | | | $ | (32.5) | | | | | | | | | | | | | | $ | 3.2 | | | | | | | | | | | $ | 2,201.5 | |

| Net earnings | | | $ | 981.9 | | | | | $ | 952.8 | | | | | $ | 629.3 | |

| Depreciation and amortization | | | 387.8 | | | | | | 368.4 | | | | | | 350.9 | | |

On June 14, 2023, we completed our acquisition of Ruth’s Hospitality Group, Inc., a Delaware corporation (Ruth’s), for $21.50 per share in cash.

Ruth’s is the owner, operator and franchisor of Ruth’s Chris Steak House restaurants.

As the acquisition was subsequent to our fiscal year ended on May 28, 2023, there was no impact to our financial statements or operations for fiscal year 2023.

The accompanying consolidated financial statements do not include any results of Ruth’s Chris Steak House.

| (in millions) | | | May 28, 2023 | | | | | | May 29, 2022 | | |

| (in millions) | | | May 28, 2023 | | | | | | May 29, 2022 | | |

| (in millions) | | | May 28, 2023 | | | | | | May 29, 2022 | | |

| (in millions) | | | May 28, 2023 | | | | | | May 29, 2022 | | | | | | May 28, 2023 | | | | | | May 29, 2022 | | |

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

We estimate the fair value of each reporting unit using the best information available, including market information (also referred to as the market approach) and discounted cash flow projections (also referred to as the income approach).

A market approach estimates fair value by applying sales or cash flow multiples to the reporting unit’s operating performance.

The multiples are derived from observable market data of comparable publicly traded companies with similar operating and investment characteristics of the reporting units.

The income approach uses a reporting unit’s projection of estimated operating cash flows which are based on a combination of historical and current trends, organic growth expectations, and residual growth rate assumptions.

These cash flows are discounted using a weighted-average cost of capital (WACC) that reflects current market conditions.

We recognize a goodwill impairment loss when the fair value of the reporting unit is less than its carrying value.

We estimate the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from the reporting unit’s projection of estimated operating cash flows; assumed royalty rates that could be payable if we did not own the trademarks; and a discount rate based on an adjusted estimated WACC for each business unit.

We recognize an impairment loss when the estimated fair value of the trademark is less than its carrying value.

We performed our annual impairment test of our goodwill and trademarks as of February 27, 2023 which was the first day of our fiscal 2023 fourth quarter.

As of February 27, 2023, no impairment of goodwill or trademarks was indicated based on our testing.

For restaurants operated under non-cancellable leases, on the date we commit to a plan to either abandon the related right-of-use (ROU) asset or sublease the underlying asset, we evaluate the ROU asset for potential impairment and determine the go-forward accounting based on the requirements in FASB ASC Topic 842, Leases.

beverage products are sold.

exposure to changes in fair value of the related hedged item.

| Earnings from continuing operations | | | $ | 983.5 | | | | | $ | 954.7 | | | | | $ | 632.4 | |

| Net earnings | | | $ | 981.9 | | | | | $ | 952.8 | | | | | $ | 629.3 | |

| Earnings from continuing operations | | | $ | 8.07 | | | | | $ | 7.47 | | | | | $ | 4.85 | |

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

| Net earnings | | | $ | 8.06 | | | | | $ | 7.46 | | | | | $ | 4.83 | |

| Earnings from continuing operations | | | $ | 8.00 | | | | | $ | 7.40 | | | | | $ | 4.80 | |

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

| Net earnings | | | $ | 7.99 | | | | | $ | 7.39 | | | | | $ | 4.77 | |

Net gains (losses) from foreign currency transactions recognized in

July 22, 2022

| Goodwill impairment | | | — | | | | | | — | | | | | | 169.2 | | |

| Balances at May 26, 2019 | | | 123.1 | | | $ | 1,685.0 | | | | | $ | 806.6 | | | | | | | | | | | | | | $ | (98.2) | | | | | $ | (0.8) | | | | | $ | 2,392.6 | |

| Repurchases of common stock | | | (2.9) | | | (40.9) | | | | | | (289.4) | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (330.3) | | |

| Stock issuance - Public Offering | | | 9.0 | | | 505.1 | | | | | | — | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 505.1 | | |

| Other | | | — | | | 1.9 | | | | | | 3.8 | | | | | | | | | | | | | | | — | | | | | | 0.8 | | | | | | 6.5 | | |

| Pension settlement charge | | | — | | | | | | — | | | | | | 145.5 | | |

| Cash used in business acquisitions, net of cash acquired | | | — | | | | | | — | | | | | | (55.8) | | |

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.

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.

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 eased.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

During fiscal 2022 and 2021, we elected to perform a qualitative assessment for our annual review of goodwill and trademarks to determine whether or not indicators of impairment exist.

In considering the qualitative approach related to goodwill, we evaluated factors including, but not limited to, COVID-19, macro-economic conditions, market and industry conditions, commodity cost fluctuations, competitive environment, share price performance, results of prior impairment tests, operational stability, the overall financial performance of the reporting units and the impacts of discount rates.

As it relates to trademarks, we evaluate similar factors from the goodwill assessment, in addition to impacts of royalty rates.

As a result of the qualitative assessment, no indicators of impairment were identified and no additional indicators of impairment were identified through the end of our fourth fiscal quarter that would require us to test further for impairment.

During fiscal 2020, due to the economic impact of COVID-19 on Darden’s overall market capitalization and the impact on Cheddar’s Scratch Kitchen projected sales and cash flows at the time of the analysis, we determined that both the estimated fair values of the trademark and the reporting unit for Cheddar’s Scratch Kitchen were less than their carrying values.

As a result, we recorded in our fiscal 2020 fourth quarter pre-tax non-cash impairment charges of $145.0 million and $169.2 million related to the Cheddar’s Scratch Kitchen trademark and goodwill balances, respectively.

The fair value of our remaining reporting units exceeded their carrying values by at least 30 percent and the trademark fair value of our remaining reporting units exceeded their carrying values by at least 40 percent.

We evaluate the useful lives of our other intangible assets to determine if they are definite or indefinite-lived.

A determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, legislative action that results in an uncertain or changing regulatory environment and expected changes in distribution channels), the level of required maintenance expenditures and the expected lives of other related groups of assets.

Additionally, at the date we cease using a property, we adjust the lease liability for the net present value of any remaining lease obligations, net of estimated sublease income.

Any subsequent adjustments to the lease liability as a result of lease termination or changes in estimates of sublease income are recorded in the period incurred.

Upon disposal of the assets, primarily land, associated with a closed restaurant, any gain or loss is recorded in the same caption within our consolidated statements of earnings as the original impairment.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting.

These changes are intended to simplify the market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates.

This guidance is effective upon issuance to modifications made as early as the beginning of the interim period through December 31, 2022.

Application of New Accounting Standards

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.

Other impairment charges for fiscal 2020 were primarily related to a trademark impairment resulting from the economic impact of COVID-19 on Cheddar’s Scratch Kitchen forecasted sales, in addition to impairments related to inventory obsolescence and a receivable deemed uncollectible.

During the first quarter of fiscal 2020, we changed our internal management reporting related to non-cash lease-related expenses, as these are expenses for which our operating segments are no longer being evaluated.

| Segment assets | | | | | | 2,663.5 | | | 1,816.1 | | | 1,271.9 | | | 2,835.8 | | | 2,068.8 | | | 10,656.1 | | |

| Sales | | | | | | $ | 4,013.8 | | $ | 1,701.1 | | $ | 536.9 | | $ | 1,555.1 | | $ | — | | $ | 7,806.9 | |

| Restaurant and marketing expenses | | | | | | 3,281.0 | | | 1,439.2 | | | 448.7 | | | 1,417.7 | | | 49.9 | | | 6,636.5 | | |

| Segment profit | | | | | | $ | 732.8 | | $ | 261.9 | | $ | 88.2 | | $ | 137.4 | | $ | (49.9) | | $ | 1,170.4 | |

| Depreciation and amortization | | | | | | $ | 144.2 | | $ | 68.4 | | $ | 33.1 | | $ | 101.3 | | $ | 8.9 | | $ | 355.9 | |

| Impairments and disposal of assets, net | | | | | | 3.4 | | | 1.8 | | | 11.5 | | | 171.3 | | | 33.0 | | | 221.0 | | |

| Goodwill impairment | | | | | | — | | | — | | | — | | | 169.2 | | | — | | | 169.2 | | |

| Purchases of land, buildings and equipment | | | | | | 199.3 | | | 74.1 | | | 62.1 | | | 117.0 | | | 7.4 | | | 459.9 | | |

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: 29, 2022,] [added: 28, 2023,] 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: 29, 2022.][added: 28, 2023.]

During the fiscal quarter ended May [removed: 29, 2022,] [added: 28, 2023,] 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: Ten] [added: Nine] Directors From the Named Director Nominees,” “Meetings of the Board of Directors and Its [removed: Committees,”] [added: Committees” and] “Corporate Governance and Board Administration” [removed: and “Delinquent Section 16(a) Reports”] in our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders is incorporated herein by reference.

All of our employees are subject to [removed: our] [added: Darden’s] Code of Conduct (Employee Code of Conduct).

We also have a Code of Business Conduct and Ethics for [removed: the] members of [removed: our] [added: the] Board of Directors (the Board Code of Conduct, and together with the Employee Code of [removed: Conduct,] [added: Conduct] and the CEO and Senior Financial Officer Code of Ethics, our Codes of Business Conduct and Ethics).

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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Shareholders is incorporated herein by reference.

| Date: | | | July [removed: 22, 2022] [added: 21, 2023] | | | | | | DARDEN RESTAURANTS, INC. | | | | | | | | |

| /s/ Ricardo Cardenas | | | | | | Director, President and Chief Executive Officer (Principal executive officer) | | | | | | July [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ Rajesh Vennam | | | | | | Senior Vice President, Chief Financial Officer [removed: and Treasurer] (Principal financial officer) | | | | | | July [removed: 22, 2022] [added: 21, 2023] | | |

| /s/ John W. Madonna | | | | | | Senior Vice President, Corporate Controller (Principal accounting officer) | | | | | | July [removed: 22, 2022] [added: 21, 2023] | | |

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

| 4.1 | | | | | | [Indenture dated as of January 1, 1996, between Darden Restaurants, Inc. [removed: and](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm) [Computershare] [added: and Computershare] Trust [removed: Company](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm)[,] [added: Company,] National [removed: 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] [added: Association, as successor Trustee (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](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt) [Computershare] [added: and Computershare] Trust [removed: Company](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt)[,] [added: Company,] National [removed: 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] [added: Association, as successor 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](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm) [Computer](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm)[share] [added: and Computershare] Trust [removed: Company](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm)[,] [added: Company,] National [removed: 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] [added: Association, as successor 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](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] [added: between Darden Restaurants, Inc. and Computershare] Trust [removed: Company](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm)[,] [added: Company,] National [removed: 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] [added: Association, as successor Trustee] (incorporated by reference to Exhibit 4.1 to our Amendment to Current Report on Form 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,](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) [between](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm) [Darden] [added: 1996, between Darden] Restaurants, [removed: 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] [added: Inc. and Computershare] Trust [removed: Company](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm)[,] [added: Company,] National [removed: 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] [added: Association, as successor 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](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm) [D](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm)[arden] [added: between Darden] Restaurants, [removed: 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] [added: Inc. and Computershare] Trust [removed: 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] [added: Company, National Association, as successor 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) | | |

| *10.17 | | | | | | [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 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: *10.18] [added: *10.30] | | | | | | [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 ended May [removed: 28, 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1044.htm)] [added: 31, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm)] | | |

| [removed: *10.19] [added: *10.22] | | | | | | [removed: [Special Equity] [added: [Form of Performance Stock Unit] Award [removed: Grant] Agreement [added: for Eugene I. Lee, Jr.,] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan [removed: between the Company and Eugene I. Lee, Jr., dated as of June 29, 2017] (incorporated by reference to Exhibit [removed: 10.45] [added: 10.35] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 28, 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1045.htm)] [added: 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1035.htm)] | | |

| [removed: *10.20] [added: *10.18] | | | | | | [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 ended May 27, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1034.htm) | | |

| *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 [removed: 10.35] [added: 10.34] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 27, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1035.htm)] [added: 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1034.htm)] | | |

| [removed: *10.22] [added: *10.19] | | | | | | [RARE Hospitality International, Inc. Deferred Compensation Plan, as amended and restated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K for the fiscal year ended May 27, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1036.htm) | | |

| [removed: *10.23] [added: *10.20] | | | | | | [Amendment to the RARE Hospitality Management \[sic\], Inc. Deferred Compensation Plan, effective July 28, 2014 (incorporated by reference to Exhibit 10.37 to our Annual Report on Form 10-K for the fiscal year ended May 27, 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1037.htm) | | |

| [removed: *10.24] [added: *10.28] | | | | | | [Form of Performance Stock Unit Award Agreement (United States) under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.34] [added: 10.43] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1034.htm)] [added: 31, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm)] | | |

| [removed: *10.25] [added: *10.23] | | | | | | [Form of [removed: Performance] [added: Restricted] Stock Unit Award Agreement for Eugene I. Lee, Jr., under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.35] [added: 10.36] to our Annual Report on Form 10-K for the fiscal year ended May 26, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1035.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1036.htm)] | | |

| [removed: *10.26] [added: *10.24] | | | | | | [Form of [removed: Restricted] [added: Nonqualified] Stock [removed: Unit] [added: Option] Award Agreement for Eugene I. Lee, Jr., under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.36] [added: 10.37] to our Annual Report on Form 10-K for the fiscal year ended May 26, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1036.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1037.htm)] | | |

| [removed: *10.27] [added: *10.29] | | | | | | [Form of Nonqualified Stock Option Award Agreement [removed: for Eugene I. Lee, Jr.,] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.37] [added: 10.44] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1037.htm)] [added: 31, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm)] | | |

| [removed: *10.28] [added: *10.25] | | | | | | [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: *10.29] [added: *10.26] | | | | | | [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 ended May 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1039.htm) | | |

| [removed: *10.30] [added: *10.27] | | | | | | [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 Annual Report on Form 10-K for the fiscal year ended May 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1042.htm) | | |

| *10.31 | | | | | | [Form of [removed: Performance] [added: Restricted] Stock [removed: Unit] Award Agreement [removed: (United States)] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.43] [added: 10.46] to our Annual Report 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)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm)] | | |

| [removed: *10.32] [added: *10.34] | | | | | | [Form of [removed: Nonqualified] [added: Performance] Stock [removed: Option] [added: Unit] Award Agreement [added: for Eugene I. Lee, Jr.,] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.44 to our Annual Report on Form 10-K for the fiscal year ended May [removed: 31, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm)] [added: 30, 2021)](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri-202110xkex1044.htm).] | | |

| *10.33 | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Award Agreement [added: (United States)] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.45] [added: 10.43] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 31, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm)] [added: 30, 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1043.htm)] | | |

| [removed: *10.34] [added: *10.38] | | | | | | [Form of Restricted Stock [added: Unit] Award Agreement [added: (United States)] under the Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan (incorporated] [added: Plan](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm) [(incorporated] by reference to Exhibit [removed: 10.46] [added: 10.](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)[41] to our Annual Report on Form 10-K for the [removed: fiscal] [added: fi](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)[scal] year [removed: ended] [added: end](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)[ed] May [removed: 31, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm)] [added: 29, 2022)](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)[.](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)] | | |

| [removed: *10.35] [added: *10.32] | | | | | | [Form of Performance Stock Unit Award Agreement (United States) under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.47 to our Quarterly Report on Form 10-Q for fiscal quarter ended August 30, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm) | | |

| [removed: *10.36] [added: *10.35] | | | | | | [removed: [Form of Performance Stock Unit Award Agreement (United States) under the Darden] [added: [Darden] Restaurants, Inc. [removed: 2015 Omnibus] [added: Annual] Incentive [removed: Plan] [added: Plan, amended and restated effective as of May 31, 2021] (incorporated by reference to Exhibit [removed: 10.43] [added: 10.45] to our Annual Report on Form 10-K for the fiscal year ended May 30, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1043.htm)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm)] | | |

| [removed: *10.37] [added: *10.36] | | | | | | [removed: [Form of Performance Stock Unit Award Agreement for Eugene I. Lee, Jr., under the Darden] [added: [Darden] Restaurants, Inc. [removed: 2015 Omnibus Incentive Plan (incorporated] [added: Amended and Restated FlexComp Plan, amended and restated as of June 1, 2021](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm) [(inc](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm)[orporated] by reference to Exhibit [removed: 10.44] [added: 10.39] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 30, 2021)](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri-202110xkex1044.htm).] [added: 29, 2022)](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm)[.](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm)] | | |

| [removed: 10.40] [added: 10.37] | | | | | | [Credit Agreement, dated as of 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 September 13, 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000046/dardencreditagmtsep102021.htm) | | |

| 21 | | | | | | [Subsidiaries of Darden Restaurants, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri202210-kex21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/940944/000094094423000037/dri202310-kex21.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/drify2210-kex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/940944/000094094423000037/drify2310-kex23.htm)] | | |

| 24 | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri202210-kex24poa.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/940944/000094094423000037/dri202310-kex24poa.htm)] | | |

| 31(a) | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri-202210xkex31a.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094423000037/dri-202310xkex31a.htm)] | | |

| 31(b) | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri-202210xkex31b.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094423000037/dri-202310xkex31b.htm)] | | |

| 32(a) | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri-202210xkex32a.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094423000037/dri-202310xkex32a.htm)] | | |

| 32(b) | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri-202210xkex32b.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094423000037/dri-202310xkex32b.htm)] | | |

| | | | | | | July 21, 2023 | | | | | |

| 10.39 | | | | | | [Agreement and Plan of Merger, dated as of May 2, 2023, by and among Darden Restaurants, Inc., Ruby Acquisition Corporation and Ruth’s Hospitality Group, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed May 3, 2023).](http://www.sec.gov/Archives/edgar/data/940944/000119312523133302/d280583dex21.htm) | | |

| 10.40 | | | | | | [Amendment No. 1 to the Revolving Credit Agreement among Darden Restaurants, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent, dated as of May 31, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 1, 2023).](http://www.sec.gov/Archives/edgar/data/940944/000094094423000022/a101darden-amendmentno1tor.htm) | | |

| 10.41 | | | | | | [Term Loan Agreement among Darden Restaurants, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent, dated as of May 31, 2023 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed June 1, 2023).](http://www.sec.gov/Archives/edgar/data/940944/000094094423000022/a102darden-termloanagreeme.htm) | | |

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

| *10.38 | | | | | | [Darden Restaurants, Inc. Annual Incentive Plan, amended and restated effective as of May 31, 2021 (incorporated by reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended May 30, 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm) | | |

| *10.39 | | | | | | [Darden Restaurants, Inc. Amended and Restated FlexComp Plan, amended and restated as of June 1, 2021.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm) | | |

| *10.41 | | | | | | [Form of Restricted Stock Unit Award Agreement (United States) under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm) | | |