SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 24, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ....................... to .................... Commission File Number 1-13666 DARDEN RESTAURANTS, INC. (Exact name of registrant as specified in its charter) Florida 59-3305930 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5900 Lake Ellenor Drive, 32809 Orlando, Florida (Zip Code) (Address of principal executive offices) 407-245-4000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. _X_ Yes ___ No Number of shares of common stock outstanding as of December 12, 1996: 159,907,116 (excluding 3,509,869 shares held in the Treasury).
DARDEN RESTAURANTS, INC. TABLE OF CONTENTS Page Part I - Financial Information Item 1. Financial Statements Consolidated Statements of Earnings (Loss) 2 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 Index to Exhibits 14
PART I-FINANCIAL INFORMATION Item 1. Financial Statements <TABLE> DARDEN RESTAURANTS, INC. CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (In Thousands, Except per Share Data) (Unaudited) <CAPTION> Thirteen Weeks Ended November 24, November 26, 1996 1995 - ------------------------------------------------------------------------------ <S> <C> <C> Sales ...................................... $ 748,757 $ 731,184 Costs and Expenses: Cost of sales: Food and beverages ....................... 258,105 240,964 Restaurant labor ......................... 252,497 224,683 Restaurant expenses ...................... 119,966 111,669 --------- --------- Total Cost of Sales ................ $ 630,568 $ 577,316 Selling, general and administrative......... 93,315 89,558 Depreciation and amortization .............. 35,070 32,862 Interest, net 5,623 5,448 --------- --------- Total Costs and Expenses............. $ 764,576 $ 705,184 --------- --------- Earnings (Loss) before Income Taxes ........ (15,819) 26,000 Income Taxes ............................... 4,650 (9,672) --------- --------- Net Earnings (Loss) ........................ $ (11,169) $ 16,328 ========= ========= Earnings (Loss) per Share .................. $ (0.07) $ 0.10 ========= ========= Average Number of Common Shares Outstanding ....................... 157,500 158,900 ========= ========= <FN> See accompanying notes to consolidated financial statements. </FN> </TABLE>
<TABLE> DARDEN RESTAURANTS, INC. CONSOLIDATED STATEMENTS OF EARNINGS (In Thousands, Except per Share Data) (Unaudited) <CAPTION> Twenty-Six Weeks Ended November 24, 1996 November 26, 1995 - ---------------------------------------------------------------------- <S> <C> <C> Sales....................... $1,554,312 $1,567,205 Costs and Expenses: Cost of sales: Food and beverages........ 525,797 518,314 Restaurant labor.......... 499,208 470,639 Restaurant expenses....... 243,183 236,105 ---------- ---------- Total Cost of Sales.... $1,268,188 $1,225,058 Selling, general and administrative............ 192,391 185,207 Depreciation and amortization 70,103 68,122 Interest, net............... 10,556 10,814 Restructuring............... 75,000 ---------- ---------- Total Costs and Expenses $1,541,238 $1,564,201 ---------- ---------- Earnings before Income Taxes 13,074 3,004 Income Taxes............... (3,770) 1,261 ---------- ---------- Net Earnings............... $ 9,304 $ 4,265 ========== ========== Earnings per Share.......... $ 0.06 $ 0.03 ========== ========== Average Number of Common Shares Outstanding........ 157,600 158,700 ========== ========= <FN> See accompanying notes to consolidated financial statements. </FN> </TABLE>
<TABLE> DARDEN RESTAURANTS, INC. CONSOLIDATED BALANCE SHEETS (In Thousands) <CAPTION> (Unaudited) ASSETS November 24, 1996 May 26, 1996 - ----------------------------------------------------------------------------- <S> <C> <C> Current Assets: Cash and cash equivalents .................... $ 20,607 $ 30,343 Receivables ............................... 28,899 24,772 Prepaid Income Taxes ...................... 11,225 Inventories ............................... 139,902 120,725 Net assets held for disposal .............. 42,087 31,762 Prepaid expenses and other current assets . 17,940 17,298 Deferred income taxes ..................... 55,638 63,080 ---------- ---------- Total Current Assets .................. $ 316,298 $ 287,980 Land, Buildings and Equipment ................ 1,692,163 1,702,861 Other Assets ................................. 95,317 97,663 ---------- ---------- Total Assets .......................... $2,103,778 $2,088,504 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable ........................... $ 129,658 $ 128,196 Short-term debt ............................ 90,300 72,600 Current portion of long-term debt .......... 4 54 Accrued payroll ............................ 53,279 53,677 Accrued income taxes........................ 12,522 Other accrued taxes ........................ 21,950 18,921 Other current liabilities .................. 153,026 159,336 ---------- ---------- Total Current Liabilities ............. $ 448,217 $ 445,306 Long-term Debt ............................... 314,727 301,151 Deferred Income Taxes ........................ 101,697 101,109 Other Liabilities ............................ 18,482 18,301 ---------- ---------- Total Liabilities ..................... $ 883,123 $ 865,867 ---------- ---------- Stockholders' Equity: Common stock and surplus .................. $1,267,536 $1,266,212 Retained earnings ......................... 64,728 61,708 Treasury stock ............................ (34,229) (25,037) Cumulative foreign currency adjustment..... (8,543) (10,351) Unearned compensation ..................... (68,837) (69,895) ---------- ---------- Total Stockholders' Equity ............ $1,220,655 $1,222,637 ---------- ---------- Total Liabilities and Stockholders' Equity.... $2,103,778 $2,088,504 ========== ========== <FN> See accompanying notes to consolidated financial statements. </FN> </TABLE>
<TABLE> DARDEN RESTAURANTS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) <CAPTION> Thirteen Weeks Ended November 24, November 26, 1996 1995 - ---------------------------------------------------------------------------- <S> <C> <C> Cash Flows--Operating Activities Net earnings (loss) ............................. $(11,169) $ 16,328 Adjustments to reconcile net earnings (loss) to cash flow: Depreciation and amortization ................. 35,070 32,862 Amortization of unearned compensation and loan costs .............................. 918 375 Change in current assets and liabilities....... (51,236) (66,884) Change in other liabilities ................... (184) 1,150 Loss on disposal of land, buildings and equipment.................................... 1,765 1,408 Deferred income taxes ......................... 5,683 8,110 Other, net..................................... (152) 854 -------- -------- Net Cash Provided by Operating Activities. $(19,305) $ (5,797) -------- -------- Cash Flows--Investment Activities Purchases of land, buildings and equipment...... (44,448) (46,518) Purchases of intangibles ....................... (449) (221) Increase in other assets ....................... 1,171 (396) Proceeds from disposal of land, buildings and equipment (including net assets held for disposal)............................ 10,722 1,885 -------- -------- Net Cash Used by Investment Activities.... $(33,004) $(45,250) -------- -------- Cash Flows--Financing Activities Proceeds from issuance of common stock ......... 114 2,734 Income tax benefit credited to equity........... 21 Dividends paid.................................. (6,284) (6,332) Purchases of treasury stock .................... (6,286) ESOP note receivable repayment.................. 600 Increase in short-term debt .................... 56,600 31,700 Repayment of long-term debt .................... (3,451) (13) -------- -------- Net Cash Provided by Financing Activities. $ 41,314 $ 28,089 -------- -------- Decrease in Cash and Cash Equivalents............... (10,995) (22,958) Cash and Cash Equivalents - Beginning of Period............................... 31,602 39,949 -------- -------- Cash and Cash Equivalents - End of Period .......... $ 20,607 $ 16,991 ======== ======== Cash Flow from Changes in Current Assets and Liabilities: Receivables .................................... 464 (1,170) Prepaid income taxes ........................... (11,225) (4,284) Inventories .................................... (20,377) (6,826) Net assets held for disposal ................... 2,181 (2,023) Prepaid expenses and other current assets....... (1,270) 9,311 Accounts payable ............................... (9,492) (28,773) Accrued payroll ................................ 2,516 (1,261) Accrued income taxes ........................... (10,443) (4,377) Other accrued taxes ............................ (423) (2,433) Other current liabilities....................... (3,167) (25,048) -------- ------- Change in Current Assets and Liabilities .......... $(51,236) $(66,884) ======== ======== <FN> See accompanying notes to consolidated financial statements. </FN> </TABLE>
<TABLE> DARDEN RESTAURANTS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) <CAPTION> Twenty-Six Weeks Ended November 24, November 26, 1996 1995 - -------------------------------------------------------------------------- <S> <C> <C> Cash Flows--Operating Activities Net earnings............................... $ 9,304 $ 4,265 Adjustments to reconcile net earnings to cash flow: Depreciation and amortization ........... 70,103 68,122 Amortization of unearned compensation and loan costs .......................... 1,821 528 Change in current assets and liabilities. (49,267) (72,982) Change in other liabilities ............. 181 1,175 Loss on disposal of land, buildings and equipment................................ 2,868 2,987 Deferred income taxes ................... 8,030 4,324 Non-cash restructuring expenses ......... 73,281 Other, net............................... 81 1,650 ------- -------- Net Cash Provided by Operating Activities.......................... $ 43,121 $ 83,350 -------- -------- Cash Flows--Investment Activities Purchases of land, buildings and equipment (83,400) (85,905) Purchases of intangibles ................. (529) (1,061) (Increase) decrease in other assets ...... 1,018 (2,105) Proceeds from disposal of land, buildings and equipment (including net assets held for disposal) .......................... 12,734 2,222 -------- -------- Net Cash Used by Investment Activities.......................... $(70,177) $(86,849) -------- -------- Cash Flows--Financing Activities Proceeds from issuance of common stock ... 938 3,120 Income tax benefit credited to equity..... 289 Dividends paid ........................... (6,284) (6,332) Purchases of treasury stock .............. (9,192) ESOP note receivable repayment ........... 600 900 Increase in short-term debt .............. 17,700 2,700 Proceeds from issuance of long-term debt.. 16,900 Repayment of long-term debt .............. (3,454) (32) Payment of loan costs .................... (177) -------- -------- Net Cash Used by Financing Activities................ ......... $ 17,320 $ 356 -------- -------- Decrease in Cash and Cash Equivalents......... (9,736) (3,143) Cash and Cash Equivalents - Beginning of Period...................................... 30,343 20,134 -------- -------- Cash and Cash Equivalents - End of Period .... $ 20,607 $ 16,991 ======== ======== Cash Flow from Changes in Current Assets and Liabilities: Receivables .............................. (4,127) (1,600) Prepaid income taxes ..................... (11,225) (4,284) Inventories .............................. (19,177) (8,406) Net assets held for disposal ............. (1,709) Prepaid expenses and other current assets. (642) 8,524 Accounts payable ......................... 1,462 (38,078) Accrued payroll .......................... (398) (3,287) Accrued income taxes ..................... (12,522) (11,950) Other accrued taxes ...................... 3,029 1,437 Other current liabilities (5,667) (13,629) -------- ------- Change in Current Assets and Liabilities .... $(49,267) $(72,982) ======== ======== <FN> See accompanying notes to consolidated financial statements. </FN> </TABLE>
DARDEN RESTAURANTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar Amounts In Thousands, Except per Share Data) Note 1 - Background These consolidated financial statements do not include certain information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. Operating results for the thirteen weeks and twenty-six weeks ended November 24, 1996 are not necessarily indicative of the results that may be expected for the fiscal year ending May 25, 1997. These statements should be read in conjunction with the consolidated financial statements and footnotes included in Darden's annual report on Form10-K for the year ended May 26, 1996. The accounting policies used in preparing these consolidated financial statements are the same as those described in Darden's annual report on Form10-K. Note 2 - Consolidated Statements of Cash Flows During the thirteen and twenty-six weeks ended November 24, 1996, Darden paid $917 and $9,134 respectively, for interest (net of amount capitalized) and $12,358 and $19,198 respectively, for income taxes. Note 3 - Restructuring Expense Darden recorded pretax restructuring expense of $75,000 during the thirteen weeks ended August 27, 1995 related to the closing of all China Coast restaurants. These expenses resulted in a reduction of net earnings of $44,849 ($.28 per share) and primarily relate to the write-down of land, buildings and equipment to net realizable value. As of November 24, 1996, $9,430 of cash payments had been charged against the restructuring reserve.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations <TABLE> The following table sets forth selected restaurant operating data as a percentage of sales for the periods indicated. All information is derived from the consolidated statements of earnings (loss) for the thirteen and twenty-six weeks ended November 24, 1996 and November 26, 1995. <CAPTION> Thirteen Weeks Ended Twenty-Six Weeks Ended ---------------------------------------------- November November November November 24, 1996 26, 1995 24, 1996 26, 1995 ---------------------------------------------- <S> <C> <C> <C> <C> Sales............................... 100.0% 100.0% 100.0% 100.0% Costs and Expenses: Cost of sales: Food and beverages.............. 34.5 33.0 33.8 33.1 Restaurant labor................ 33.7 30.7 32.1 30.0 Restaurant expenses............. 16.0 15.3 15.7 15.1 ----- ----- ----- ----- Total Cost of Sales........... 84.2% 79.0% 81.6% 78.2% Selling, general and administrative. 12.5 12.2 12.4 11.8 Depreciation and amortization....... 4.7 4.5 4.5 4.3 Interest, net....................... 0.7 0.8 0.7 0.7 ----- ----- ----- ----- Total Costs and Expenses before Restructuring Expenses........ 102.1% 96.5% 99.2% 95.0% ----- ----- ----- ----- Restructuring....................... 0.0 0.0 4.8 0.0 ----- ----- ----- ----- Total Costs and Expenses after Restructuring Expenses.. 102.1% 96.5% 99.2% 99.8% ----- ----- ----- ----- Earnings (Loss) before Income Taxes. (2.1) 3.5 0.8 0.2 Income Taxes........................ 0.6 (1.3) (.2) (0.1) ----- ----- ----- ----- Net Earnings (Loss)................. (1.5)% 2.2% 0.6% 0.3% ===== ===== ===== ===== Net Earnings (Loss) before Restructuring Expenses: Earnings (Loss) before Restructuring Expenses and Income Taxes.......... (2.1)% 3.5% 0.8% 5.0% Income Taxes before Restructuring Expenses........................... 0.6 (1.3) (0.2) (1.9) ===== ===== ===== ===== Net Earnings (Loss) before Restructuring Expenses.............. (1.5)% 2.2% 0.6% 3.1% ===== ===== ===== ===== </TABLE>
RESULTS OF OPERATIONS Operating results before restructuring expenses for the thirteen and twenty-six weeks ended November 24, 1996 and November 26, 1995 are summarized below: <TABLE> (Dollar Amounts in Thousands, Except Per Share Data) <CAPTION> ------------------------------------------- Thirteen Weeks Twenty-Six Weeks Ended Ended ------------------------------------------- November November November November 24, 1996 26, 1995 24, 1996 26, 1995 ------------------------------------------- <S> <C> <C> <C> <C> Earnings (Loss) before Restructuring Expenses and Income Taxes......... $(15,819) $26,000 $13,074 $78,004 Income Taxes before Restructuring Expenses.......................... 4,650 (9,672) (3,770) (28,890) -------- ------- ------- ------- Net Earnings (Loss) before Restructuring Expenses............ $(11,169) $16,328 $ 9,304 $49,114 ======== ======= ======= ======= Earnings (Loss) Per Share before Restructuring Expenses........... $ (0.07) $ 0.10 $ 0.06 $ 0.31 ========= ======= ======= ======= </TABLE>
For the fiscal 1997 second quarter ended November 24, 1996, the Company incurred a net loss of $11.2 million or seven cents per share, compared to net earnings of $16.3 million or ten cents per share in the second quarter of last fiscal year. The second quarter net loss was caused by reduced operating profits at Red Lobster due to actions taken to enhance long-term performance, including new menu items, bolder flavors, lower prices and service improvements. Sales of $748.8 million in the second quarter were up 2.4 percent compared to last year. For the first six months of fiscal 1997, net earnings were $9.3 million or six cents per share, compared to earnings before unusual items of $49.1 million or 31 cents per share in the same fiscal 1996 period. The closing of all China Coast restaurants during the first quarter of fiscal 1996 resulted in a $44.8 million after-tax charge (28 cents per share). Fiscal 1996 six months earnings including this unusual item amounted to $4.3 million or three cents per share. All cost elements as a percent of sales in the second quarter were affected by Red Lobster's pricing actions. Food and beverage costs for the quarter were 34.5% of sales compared to 33.0% last year because of the strategy to lower check averages and increase portions at Red Lobster. Restaurant labor increased to 33.7% of sales compared to 30.7% last year due to one-time training costs at Red Lobster to launch the new menu, continued wage rate inflation, and higher manager salaries. The Olive Garden also experienced higher training costs to introduce its "Vino Riserva" wine program. Restaurant expenses increased slightly to 16.0% of sales compared to 15.3% last year primarily because of one-time expenses for smallware supplies and maintenance at Red Lobster. As a result of these increased costs, the store-level profit margin decreased to 15.8% in the second quarter of fiscal 1997 compared to 21.0% last year. The increase in second-quarter selling, general and administrative expenses to 12.5% of sales compared to 12.2% of sales last year, was a result of additional field personnel support for the restaurants and the initial heavy advertising to introduce to customers the changes at Red Lobster. The effective tax rate for the second quarter of fiscal 1997 was 29.4% compared to 37.2% last year. The estimated effective annual tax rate for fiscal 1997 is approximately 29.0%, which is down from last year's effective tax rate before unusual items of 36.8% because of higher tax credits and lower pre-tax income for the year. Food and beverage costs for the first six months of fiscal 1997 were 33.8% of sales, up from last year's 33.1%. Again, this unfavorable increase resulted from the strategy to lower check averages and increase portions at Red Lobster. Restaurant labor costs were 32.1%, up from last year's 30.0% due again to one-time training costs at Red Lobster to launch the new menu, continued wage inflation and higher manager salaries. Restaurant expenses were 15.7% of sales, compared to 15.1% in the prior year. Selling, general and administrative expense rose to 12.4% of sales, compared to 11.8% in the prior year. DIVISION RESULTS Red Lobster sales of $437.6 million for the fiscal 1997 second quarter were roughly the same as last year's second quarter. Same-store sales in the U.S. were down 3.6% for the entire second quarter, primarily because of sharply lower sales early in September before the new menu was introduced on September 16. Because of the one-time costs associated with the new menu roll-out and lower margins, Red Lobster reported an operating loss for the second quarter. Customers responded very favorably to Red Lobster's new menu and service initiatives. Since September 16, customer traffic has averaged more than eight percent higher than in the prior year. Because of the lower entree prices and somewhat reduced preference for appetizers and other add-ons, the average customer check also declined by more than eight percent, resulting in a very slight decline in same-store sales compared to an industry sample which had a decline of over three percent. Through the first six months of fiscal 1997, Red Lobster's sales declined 2.6% to $913 million and same-store sales in the U.S. declined by 5.0%. During the second quarter, Red Lobster opened four stores and closed one for a total of 733 stores compared to 710 stores last year. Also, Red Lobster relocated five stores during the quarter, four of which utilized former China Coast sites, and intends to relocate 11 more stores during the remainder of the fiscal year. Also, during the second quarter, 35 restaurants were remodeled with the wharfside decor package at an average cost of under $200,000 each. The balance of restaurants scheduled to be remodeled are expected to be completed by the end of the fiscal year. The Olive Garden continued its positive momentum in the second quarter of fiscal 1997 as sales increased 5.8% to $309.6 million. Same-store sales in the U.S. increased 2.5%, marking the ninth consecutive quarter of same-store sales increases. The Olive Garden's second-quarter operating profits were slightly ahead of last year. Through the first six months of fiscal 1997, The Olive Garden sales increased 3.9% to $638.5 million and same-store sales in the U.S. increased by 1.4%. Also, The Olive Garden introduced a new wine service program in October where customers pour their own wine and pay on the honor system. This program has shown promising results, has increased overall guest satisfaction and boosted alcoholic beverage sales. During the second quarter, The Olive Garden opened two stores and closed one for a total of 491 restaurants compared to 478 restaurants last year. The initial Bahama Breeze restaurant in Orlando continues to deliver strong performance. Construction has commenced on a second unit in the Orlando market, with opening planned for May 1997. The table below details the number of restaurants open at the end of the second quarter of fiscal year 1997, compared with the number open at the end of fiscal year 1996 and the end of last fiscal year's second quarter. <TABLE> NUMBER OF RESTAURANTS <CAPTION> November 24, 1996 May 26, 1996 November 26, 1995 ----------------- ------------ ----------------- <S> <C> <C> <C> Red Lobster - USA 681 677 658 Red Lobster - Canada 52 52 52 ----- ----- ----- Total 733 729 710 Olive Garden - USA 475 471 461 Olive Garden - Canada 16 16 17 ----- ----- ----- Total 491 487 478 Bahama Breeze 1 1 0 ----- ----- ----- Total 1,225 1,217 1,188 ===== ===== ===== </TABLE>
PART II-OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders Information contained on pages 4 through 16 of the Company's Proxy Statement dated August 2, 1996, filed with the Securities and Exchange Commission on August 2, 1996, describing matters submitted to a vote at the Annual Meeting of Shareholders on September 19, 1996, is incorporated by reference in this report. (a) The Annual Meeting of Shareholders was held on September 19, 1996. (b) The name of each director elected at the meeting is provided in Item 4(c) of this report. There are no other directors with a term of office that continued after the Annual Meeting. All nominees described in the Proxy Statement, referenced above, were elected. (c) At the Annual Meeting, the Shareholders took the following actions: (i) Elected the following nine directors: H. Brewster Atwater For 135,760,581 Withheld 1,375,112 John P. Birkelund For 134,740,069 Withheld 2,395,624 Daniel B. Burke For 135,832,640 Withheld 1,303,053 Joe R. Lee For 134,757,331 Withheld 2,378,362 Betty Southard Murphy For 134,716,452 Withheld 2,419,241 Jeffrey J. O'Hara For 134,723,390 Withheld 2,412,303 Michael D. Rose For 135,839,449 Withheld 1,296,244 Jack A. Smith For 135,838,302 Withheld 1,297,391 Blaine Sweatt For 134,752,407 Withheld 2,383,286 (ii) Approved appointment of KPMG Peat Marwick LLP as independent auditor. For 136,264,694 Against 360,799 Abstain 510,200 Broker Non-Vote 0
(iii) Approved the Stock Option and Long-Term Incentive Plan of 1995, as amended, as further described in those portions of the Proxy Statement referenced above. For 122,525,247 Against 13,345,047 Abstain 1,263,048 Broker Non-Vote 2,351 (iv) Approved the Stock Option and Long-Term Incentive Conversion Plan, as amended, as further described in those portions of the Proxy Statement referenced above. For 129,369,442 Against 6,433,385 Abstain 1,330,515 Broker Non-Vote 2,351 (v) Approved the Management Incentive Plan, as amended, as further described in those portions of the Proxy Statement referenced above. For 129,261,194 Against 6,540,623 Abstain 1,331,525 Broker Non-Vote 2,351 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit 11 Determination of Common Shares and Common Share Equivalents Exhibit 12 Computation of Ratio of Consolidated Earnings to Fixed Charges Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K. During the fiscal quarter ended November 24, 1996, the Company filed the following report on Form 8-K: On September 20, 1996, the Company filed a Form 8-K to report certain financial results for the first quarter of fiscal year 1997, new operating initiatives at Red Lobster restaurants, an increased stock buyback program, and the declaration of a dividend of four cents per share payable on November 1, 1996 to shareholders of record on October 10, 1996.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DARDEN RESTAURANTS, INC. Dated: December 19, 1996 By: /s/ C.L. WHITEHILL C.L. Whitehill Senior Vice President, General Counsel and Secretary Dated: December 19, 1996 By: /s/ JAMES D. SMITH James D. Smith Senior Vice President - Finance (Principal financial and accounting officer)
INDEX TO EXHIBITS Exhibit Number Exhibit Title Page 11 Determination of Common Shares and Common Share Equivalents 15 12 Computation of Ratio of Consolidated Earnings (Loss) to Fixed Charges 16 27 Financial Data Schedule 17