UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
ANNUAL
REPORT
PURSUANT TO
SECTION 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
(Mark
One)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934. [NO FEE REQUIRED].
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For the
fiscal year ended April 30,
2020.
OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934. [NO FEE REQUIRED].
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For the
transition period from
to
Commission
File Number 1-13666
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A.
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Full title of the plan and
the address of the plan, if different from that of the issuer named
below:
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Darden
Savings Plan
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B.
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Name of issuer of the
securities held pursuant to the plan and the address of its
principal executive office:
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DARDEN
RESTAURANTS, INC.
1000 Darden
Center Drive
Orlando,
Florida 32837
DARDEN
SAVINGS PLAN
Table of
Contents
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Page
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Report of Independent
Registered Public Accounting Firm
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1
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Statements of Net Assets
Available for Benefits
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2
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Statements of Changes in Net
Assets Available for Benefits
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4
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Notes to Financial
Statements
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6
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Supplemental
Schedules
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Schedule H,
Line 4a – Schedule of Delinquent Participant
Contributions
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15
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Schedule H,
Line 4i – Schedule of Assets (Held at End
of Year)
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16
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Report of
Independent Registered Public Accounting Firm
To the Plan
Participants and Plan Administrator
Darden Savings
Plan:
Opinion on
the Financial Statements
We have audited
the accompanying statements of net assets available for benefits of
the Darden Savings Plan (the Plan) as of April 30, 2020 and 2019,
the related statements of changes in net assets available for
benefits for the years then ended, and the related notes
(collectively, the financial statements). In our opinion, the
financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of April 30, 2020
and 2019, and the changes in net assets available for benefits for
the years then ended, in conformity with U.S. generally
accepted accounting principles.
Basis for
Opinion
These financial
statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with
respect to the Plan in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our
audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our opinion.
Accompanying
Supplemental Information
The accompanying
schedules of Schedule H, Line 4a - Schedule of Delinquent
Participant Contributions for the year ended April 30, 2020 and
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
as of April 30, 2020 have been subjected to audit procedures
performed in conjunction with the audit of the Plan’s financial
statements. The supplemental information is the responsibility of
the Plan’s management. Our audit procedures included determining
whether the supplemental information reconciles to the
financial
statements or the underlying accounting and other records, as
applicable, and performing procedures to test the completeness and
accuracy of the information presented in the supplemental
information. In forming our opinion on the supplemental
information, we evaluated whether the supplemental information,
including its form and content, is presented in conformity with the
Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. In our opinion, the supplemental information is fairly
stated, in all material respects, in relation to the financial
statements as a whole.
/s/ KPMG
LLP
We have served as
the Plan’s auditor since 1997.
Orlando, Florida
October 19,
2020
DARDEN
SAVINGS PLAN
Statement of Net
Assets Available for Benefits
April 30, 2020
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Participant
directed
funds
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ESOP
Funds
(Note
7)
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Total
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Assets:
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Investments:
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Investments, at fair
value
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$
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622,185,172
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$
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723,748
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$
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622,908,920
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Common stock of Darden
Restaurants, Inc. – allocated
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62,080,339
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131,031,338
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193,111,677
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Total
investments
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684,265,511
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131,755,086
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816,020,597
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Receivables:
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Employer
contributions
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7,498,431
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—
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7,498,431
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Receivable for investments
sold
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135,845
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—
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135,845
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Accrued dividends and
interest
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186
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90
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276
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Notes receivable from
Participants
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22,564,910
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—
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22,564,910
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Total
receivables
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30,199,372
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90
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30,199,462
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Total assets
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714,464,883
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131,755,176
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846,220,059
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Liabilities:
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Payable for investments
purchased
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2,038,482
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—
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2,038,482
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Total
liabilities
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2,038,482
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—
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2,038,482
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Net assets available for
benefits
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$
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712,426,401
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$
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131,755,176
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$
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844,181,577
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See accompanying
notes to financial statements.
DARDEN
SAVINGS PLAN
Statement of Net
Assets Available for Benefits
April 30, 2019
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Participant
directed
funds
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ESOP
Funds
(Note
7)
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Total
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Assets:
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Investments:
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Investments, at fair
value
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$
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616,015,130
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$
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1,276,747
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$
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617,291,877
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Common stock of Darden
Restaurants, Inc. – allocated
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89,511,828
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215,546,335
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305,058,163
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Common stock of Darden
Restaurants, Inc. – unallocated
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—
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17,120,914
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17,120,914
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Total
investments
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705,526,958
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233,943,996
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939,470,954
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Receivables:
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Employer
contributions
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3,968,350
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—
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3,968,350
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Accrued dividends and
interest
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598,720
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1,499,626
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2,098,346
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Notes receivable from
Participants
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21,085,816
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—
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21,085,816
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Total
receivables
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25,652,886
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1,499,626
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27,152,512
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Total assets
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731,179,844
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235,443,622
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966,623,466
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Liabilities:
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ESOP loans
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—
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736,360
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736,360
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Interest payable
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—
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772
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772
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Total
liabilities
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—
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737,132
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737,132
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Net assets available for
benefits
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$
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731,179,844
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$
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234,706,490
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$
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965,886,334
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See accompanying
notes to financial statements.
DARDEN
SAVINGS PLAN
Statement of
Changes in Net Assets Available for Benefits
Year ended
April 30, 2020
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Participant
directed
funds
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ESOP
Funds
(Note
7)
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Total
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Additions (deductions) to net
assets attributed to:
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Investment loss:
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Net depreciation in fair
value of investments
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$
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(70,978,918
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)
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$
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(80,329,975
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)
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$
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(151,308,893
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)
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Dividends and
interest
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17,231,254
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5,046,919
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22,278,173
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Net investment
loss
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(53,747,664
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)
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(75,283,056
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(129,030,720
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Notes receivable from
Participants activity during the year:
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Interest
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1,182,778
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—
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1,182,778
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Total notes receivable from
Participants activity
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1,182,778
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—
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1,182,778
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Contributions:
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Participants
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63,699,759
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—
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63,699,759
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Employer
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26,411,819
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—
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26,411,819
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Total
contributions
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90,111,578
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—
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90,111,578
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Total additions
(deductions)
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37,546,692
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(75,283,056
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)
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(37,736,364
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Deductions from net assets
attributed to:
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Benefits paid to
participants
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(68,182,843
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)
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(13,587,902
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)
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(81,770,745
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)
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Interest expense
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—
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(7,319
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)
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|
(7,319
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)
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Administrative
expenses
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(2,126,349
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)
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(63,980
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)
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(2,190,329
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)
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Transfers between
funds
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14,009,057
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(14,009,057
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)
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—
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Total deductions
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(56,300,135
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)
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(27,668,258
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)
|
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(83,968,393
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)
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|
|
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|
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Net decrease
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$
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(18,753,443
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)
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$
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(102,951,314
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)
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$
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(121,704,757
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)
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Net assets available for
benefits:
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|
|
|
|
|
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Beginning of
year
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731,179,844
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234,706,490
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965,886,334
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End of year
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$
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712,426,401
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$
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131,755,176
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$
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844,181,577
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See accompanying
notes to financial statements.
DARDEN
SAVINGS PLAN
Statement of
Changes in Net Assets Available for Benefits
Year ended
April 30, 2019
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|
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Participant
directed
funds
|
|
ESOP
Funds
(Note
7)
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Total
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Additions to net assets
attributed to:
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|
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|
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Investment
income:
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|
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Net appreciation in fair
value of investments
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$
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42,224,463
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$
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51,771,104
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$
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93,995,567
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Dividends and
interest
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14,845,531
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6,185,117
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21,030,648
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Net investment
income
|
|
57,069,994
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|
|
57,956,221
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|
|
115,026,215
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Notes receivable from
Participants activity during the year:
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|
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Interest
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989,712
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—
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989,712
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Total notes receivable from
Participants activity
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989,712
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—
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|
|
989,712
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Contributions:
|
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Participants
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54,814,427
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—
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54,814,427
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Employer
|
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37,617,917
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—
|
|
|
37,617,917
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Total
contributions
|
|
92,432,344
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|
|
—
|
|
|
92,432,344
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|
|
|
|
|
|
|
|
|
|
Total additions
|
|
150,492,050
|
|
|
57,956,221
|
|
|
208,448,271
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|
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Deductions from net assets
attributed to:
|
|
|
|
|
|
|
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Benefits paid to
participants
|
|
(64,078,808
|
)
|
|
(14,220,912
|
)
|
|
(78,299,720
|
)
|
|
Interest expense
|
|
—
|
|
|
(30,300
|
)
|
|
(30,300
|
)
|
|
Administrative
expenses
|
|
(1,958,228
|
)
|
|
(110,809
|
)
|
|
(2,069,037
|
)
|
|
Transfers between
funds
|
|
8,615,970
|
|
|
(8,615,970
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)
|
|
—
|
|
|
Total deductions
|
|
(57,421,066
|
)
|
|
(22,977,991
|
)
|
|
(80,399,057
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)
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
$
|
93,070,984
|
|
|
$
|
34,978,230
|
|
|
$
|
128,049,214
|
|
|
Net assets available for
benefits:
|
|
|
|
|
|
|
|
Beginning of
year
|
|
638,108,860
|
|
|
199,728,260
|
|
|
837,837,120
|
|
|
End of year
|
|
$
|
731,179,844
|
|
|
$
|
234,706,490
|
|
|
$
|
965,886,334
|
|
See accompanying
notes to financial statements.
DARDEN
SAVINGS PLAN
Notes to
Financial Statements
April 30,
2020 and 2019
|
|
|
(1)
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Description
of the Plan
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The following
description of the Darden Savings Plan (the Plan or DSP)
provides only general information. Participants should refer to
official Plan documents and the summary plan description for a more
complete description of the Plan’s provisions.
General
The Plan is a
defined contribution plan sponsored by Darden Restaurants, Inc.
(Company or Darden). The Plan was originally effective as of
June 1, 1973, but was most recently amended and restated
effective as of January 1, 2016 and has been subsequently amended.
The Plan is subject to applicable provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The assets of the
Plan are held and invested through the Darden Savings Plan Trust
(the Trust). The Plan covers certain employees of the Company’s
subsidiaries, and their divisions and affiliates who meet the
Plan’s age and service requirements.
Participants are
permitted to defer into the Plan on both an “after-tax” and
“before-tax” basis. The Internal Revenue Code (the Code) limits the
amount of before-tax contributions that can be made to the Plan
each year. The limit for Plan participants under age 50 was $19,500
in 2020 and $19,000 in
2019. Participants who were at
least age 50 or older during the year were permitted to make an
additional “catch-up contribution” of $6,500 in 2020 and $6,000 in
2019.
Employee Contributions
Qualified
employees who are at least 21 years of age may immediately begin
making before-tax and after-tax contributions to the Plan upon
commencement of employment. Generally, qualified employees may
contribute 1% to 25% of eligible compensation to the Plan. Plan
participants age 50 or older, who make maximum before-tax
contributions to the Plan, may generally make an additional
catch-up contribution.
Employer Contributions
Generally,
qualified employees who are at least age 21 and complete a year of
service are eligible for Company Matching Contributions. Salaried
qualified employees are also generally eligible for a Retirement
Plus Contribution (RPC).
Company Matching Contributions
For the calendar
quarters beginning April 1, 2019, July 1, 2019, October 1, 2019,
and January 1, 2020, the Company made a variable matching
contribution ranging from 25% to 120% of an employee’s
contributions, up to the first 6% of eligible compensation
contributed to the Plan. Effective for calendar quarters beginning
on or after April 1, 2020, the Company Matching Contribution is
determined separately each calendar quarter at the Company's
discretion and can range from a minimum of 0% to a maximum of 120%
of an employee's contributions, up to the first 6% of eligible
compensation contributed to the Plan. Company Matching
Contributions are generally contributed to the Plan on a quarterly
basis. For calendar quarters ending prior to April 1, 2020, Company
Matching Contributions were funded through the Employee Stock
Ownership Plan (ESOP) component of the Plan, the non-ESOP component
of the Plan, or a combination of both. Effective for calendar
quarters beginning on and after April 1, 2020, the ESOP loan was
repaid in full and Company Matching Contributions are made only
through the non-ESOP component of the Plan. Company Matching
Contributions are invested in Darden common stock through the ESOP
portion of the Plan or in accordance with participant investment
elections through the non-ESOP portion of the Plan.
DSP Advantage Bonus and DSP Advantage Matching
Allocations
Prior to
January 1, 2009, the Plan made DSP Advantage Bonus and DSP
Advantage Matching Allocations to certain restaurant management and
Restaurant Support Center administrative employees that had at
least five years of service with the Company. Contributions were
made in the form of Darden common stock through the ESOP portion of
the Plan.
DARDEN
SAVINGS PLAN
Notes to
Financial Statements
April 30,
2020 and 2019
DSP Retirement Plus Contribution
Eligible
employees need not make contributions to the Plan to be eligible to
receive RPCs. Prior to calendar quarters beginning April 1, 2020,
RPCs were made on a quarterly basis and equaled 1.5% of eligible
compensation. Effective for calendar quarters beginning on or after
April 1, 2020, the amount of the RPC may vary from quarter to
quarter at the discretion of the Company and may equal 0% of
eligible compensation. In our most recent quarter beginning April
1, 2020, the RPC equaled 1.5% of eligible compensation. Prior to
calendar quarters beginning April 1, 2020, RPCs were funded through
the ESOP component of the Plan, the non-ESOP component of the Plan,
or a combination of both. Effective for calendar quarters beginning
on and after April 1, 2020, RPCs were made only through the
non-ESOP component of the Plan. RPCs are invested in Darden common
stock through the ESOP portion of the Plan or in accordance with
participant investment elections through the non-ESOP portion of
the Plan.
Distributions and In-Service Withdrawals
Active employees
may take regular, hardship and DSP Advantage withdrawals from the
Plan, subject to certain limitations prescribed by the Plan. The
Company also implemented the expanded in-service withdrawal options
available under the Coronavirus Aid, Relief and Economic Security
Act (CARES Act).
Upon termination
of employment, participants are entitled to receive a distribution
of their entire vested account balance. The vested portion of a
participant’s account will automatically be distributed in a lump
sum distribution at termination if the vested balance of a
participant’s account is $1,000 or less. Terminated participants
who have a vested account balance greater than $1,000 may elect
either to receive a lump sum distribution or to leave their account
in the Plan. The Plan charges a quarterly fee to terminated
participants who leave their accounts in the Plan.
Vesting
Each participant
is 100% vested in all employee contributions to the Plan and DSP
Advantage Allocations, including earnings on all such amounts.
Company Matching Contributions and RPC allocations are vested at a
rate of 5% for each fiscal quarter beginning with the participant’s
fifth quarter of service. An employee is fully vested after
completion of 24 fiscal quarters of vesting service (except in the
event of retirement, severance, divestiture or death) based on a
participant’s years of service and is forfeited if a participant
leaves prior to completing such vesting service
requirements.
ESOP Fund
The Plan
purchased Company stock held in the Darden ESOP Fund (Note 7) using
the proceeds of the ESOP loans. There is currently no ESOP loan
outstanding payable as the Company fully repaid the outstanding
loan balance in December 2019. The ESOP loan was secured by a
pledge of the purchased Company stock. As ESOP loan repayments were
made, the ESOP Trustee released the leveraged shares. The Plan then
used these released shares to fund certain Company Matching
Contributions and certain RPCs, which were then allocated to
eligible participants’ ESOP accounts.
Dividends are
also automatically reinvested in participants’ ESOP accounts unless
a participant has elected to receive such dividends in cash.
Participants are able to immediately transfer ESOP funds credited
to their ESOP accounts to any of the Plan’s other investment funds.
However, amounts may not be transferred from any of the other
investment funds into the ESOP Fund.
Plan Administration
Wells Fargo
Institutional Retirement and Trust (Trustee), a business unit of
Wells Fargo Bank, N.A., serves as trustee and recordkeeper of the
Plan. Wells Fargo Bank, N.A. is wholly-owned by Wells
Fargo & Company. Principal Financial Group Inc. acquired
Wells Fargo's Institutional Retirement and Trust business in
2019.
Each participant
is entitled to exercise voting rights attributable to the common
stock of the Company shares allocated to his or her account and is
notified prior to the time that such rights are to be exercised.
The Trustee will vote any allocated shares for which instructions
have not been given by a participant and any unallocated shares in
the same proportion as votes received.
Additionally, as
of March 19, 2015, Newport Trust (formally known as Evercore Trust)
was appointed as the independent fiduciary and investment manager
for the Company Stock Fund held in the Plan. Newport Trust will act
as a fiduciary within the meaning of Section 3(21) of ERISA and an
investment manager within the meaning of Section 3(38) of
ERISA.
|
|
|
(2)
|
Summary of
Significant Accounting Policies
|
(a)Basis
of Presentation
The financial
statements of the Plan are prepared under the accrual-basis method
of accounting in accordance with U.S. generally accepted accounting
principles.
(b)Investments
The Plan’s
investments include funds that invest in various types of
investment securities and in various companies within various
markets. Investment securities are exposed to several risks, such
as interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect participants’ account balances and the amounts
reported in the Plan’s financial statements and
schedule.
DARDEN
SAVINGS PLAN
Notes to
Financial Statements
April 30,
2020 and 2019
As of
April 30, 2020, 24% of the Plan’s
investments are in the common stock of the Company. Accordingly,
changes in the value of the Company’s common stock could have a
greater effect on the Plan’s financial statements than other Plan
investments.
(c)Notes
Receivable from Participants
Notes receivable
from Participants are recorded at their unpaid principal balance
plus any accrued but unpaid interest. Participants may borrow from
their vested account as follows: a minimum of $1,000 during the
majority of the plan year but reduced to $500 as of April 28, 2020
up to a maximum equal to the lesser of $50,000, minus the highest
outstanding loan balance in the preceding 12 months even if
repaid; 50% of their vested account balance; or the vested balance
in the participant’s account excluding the Participant’s ESOP and
RPC accounts. The loan amount may not result in loan repayments
that exceed 50% of the participant’s 13 week average net take-home
pay. Loan repayment terms generally may not exceed 5 years,
unless the Participant receives a principal residence loan, in
which case the loan repayment term can be up to 15 years. The loans
are secured by the balance in the participant’s account and bear
market rates of interest. Principal and interest are paid through
payroll deductions and may be repaid in full at any time without
penalty. As of April 30,
2020,
interest rates ranged from 4.25% to 9.50% and loans mature through
February 21, 2035. The Company also implemented the expanded
participant loan relief available under the CARES Act.
(d)Use
of Estimates
The preparation
of financial statements, in accordance with U.S. generally accepted
accounting principles, requires the Plan administrator to make
estimates and assumptions that affect the reported amounts of net
assets available for benefits at the date of the financial
statements and the reported amounts of additions to and deductions
from those net assets during the reporting period. Actual results
could differ from those estimates.
(e) Application of New Accounting Standards
The Plan has not
adopted any new accounting standards in the current plan year.
Other applicable accounting standards that have been issued by the
Financial Accounting Standards Board or other standards-setting
bodies that do not require adoption until a future date are not
expected to have a material impact on the financial statements upon
adoption.
Forfeitures of
nonvested Company contributions to the Plan can be used in any
order of priority to: (i) pay Plan expenses, to the extent not paid
by the Company, (ii) restore amounts previously forfeited by
participants but required to be reinstated upon resumption of
employment, (iii) correct an error made in allocating amounts to
participants' accounts, (iv) be allocated to participants' accounts
in the proportion that each participant's earnable compensation
bears to the earnable compensation of all participants for the Plan
year, or (v) fund contributions that the Company or a participating
employer would otherwise make in accordance with the terms of the
Plan or guidance prescribed by the Internal Revenue Service or
another government agency, including corrective qualified
nonelective contributions. During the 2020 and 2019 Plan years, $1,155,105 and
$1,305,696, respectively, of forfeitures were used to pay
administrative expenses of the Plan. Forfeited funds were not used
for any other reason during Plan years 2020 and 2019. Additionally, as of
April 30,
2020 and 2019 forfeitures available for
future use totaled $0 and $364,789, respectively.
|
|
|
(4)
|
Choice of
Investments
|
As of
April 30, 2020, all contributions may be
directed to 19 basic investment alternatives: Columbia Trust Stable
Government I-0 Fund, DFA US Small Cap Portfolio, TS&W
Collective/International Large Cap Equity Fund, Vanguard
Institutional Index Fund Plus, Vanguard Target Retirement 2060
Fund, Vanguard Target Retirement 2055 Fund, Vanguard Target
Retirement 2050 Fund, Vanguard Target Retirement 2045 Fund,
Vanguard Target Retirement 2040 Fund, Vanguard Target Retirement
2035 Fund, Vanguard Target Retirement 2030 Fund, Vanguard Target
Retirement 2025 Fund, Vanguard Target Retirement 2020 Fund,
Vanguard Target Retirement 2015 Fund, Vanguard Institutional Target
Retirement Income Fund, Vanguard Total Bond Market Index Fund,
Vanguard Extended Market Index Fund, Vanguard Total International
Stock Index Institutional Fund, and Darden Common
Stock.
DARDEN
SAVINGS PLAN
Notes to
Financial Statements
April 30,
2020 and 2019
|
|
|
(5)
|
Fair Value
Measurement
|
Plan investments
are recorded at fair value. Short-term investments are stated at
cost, which approximates fair value. Shares of common stock are
valued at closing market prices and shares of mutual funds are
valued at quoted market prices, which represent the net asset value
of shares held by the mutual fund at year end.
Investments in
common collective trusts are valued using a Readily Determinable
Fair Value (RDFV) based on the fair value of the underlying
securities in which the account is invested. The RDFV is used if
the fair value per share is determined and published and is the
basis for current transactions. There are currently no redemption
restrictions or unfunded commitments on these
investments.
Purchases and
sales of securities are recorded on a trade-date basis. Dividend
income is recorded on the ex-dividend date. Interest income, net
realized and unrealized gains or losses, and administrative
expenses are recorded on the accrual basis. The cost of investment
securities sold is determined on the weighted average basis.
Deposits and withdrawals are made at fair value determined as of
the end of the business day of the transaction. When it was still
outstanding (i.e., for the Plan year ending April 30, 2019), the
ESOP loan was stated at cost, which approximated fair value because
the loan bore interest at rates commensurate with loans of similar
credit quality and duration as of year-end. The fair values of
receivables and interest payable approximate their carrying amounts
due to their short duration.
The following
table summarizes the fair values of financial instruments measured
at fair value on a recurring basis at
April 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value
of
assets
at April 30,
2020
|
|
Quoted
prices
in
active
markets
for
identical
assets
(Level
1)
|
|
Significant
other
observable
inputs
(Level
2)
|
|
Significant
unobservable
inputs
(Level
3)
|
|
Darden common
stock
|
|
$
|
193,111,677
|
|
|
$
|
193,111,677
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Short-term
investments
|
|
4,419,142
|
|
|
4,419,142
|
|
|
—
|
|
|
—
|
|
|
Mutual funds
|
|
539,907,131
|
|
|
539,907,131
|
|
|
—
|
|
|
—
|
|
|
Common collective
trust
|
|
78,582,647
|
|
|
—
|
|
|
78,582,647
|
|
|
—
|
|
|
Total
|
|
$
|
816,020,597
|
|
|
$
|
737,437,950
|
|
|
$
|
78,582,647
|
|
|
$
|
—
|
|
The following
table summarizes the fair values of financial instruments measured
at fair value on a recurring basis at
April 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value
of
assets
at April 30,
2019
|
|
Quoted
prices
in
active
markets
for
identical
assets
(Level
1)
|
|
Significant
other
observable
inputs
(Level
2)
|
|
Significant
unobservable
inputs
(Level
3)
|
|
Darden common
stock
|
|
$
|
322,179,077
|
|
|
$
|
322,179,077
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Short-term
investments
|
|
3,884,654
|
|
|
3,884,654
|
|
|
—
|
|
|
—
|
|
|
Mutual funds
|
|
536,191,349
|
|
|
536,191,349
|
|
|
—
|
|
|
—
|
|
|
Common collective
trust
|
|
77,215,874
|
|
|
—
|
|
|
77,215,874
|
|
|
—
|
|
|
Total
|
|
$
|
939,470,954
|
|
|
$
|
862,255,080
|
|
|
$
|
77,215,874
|
|
|
$
|
—
|
|
For the years ended April 30,
2020 and 2019, there were no investments classified as level 3 nor
were there any transfers between levels 1, 2, or 3.
|
|
|
(6)
|
Common Stock
of Darden Restaurants, Inc.
|
At
April 30, 2020 and
2019, the
fair value of the shares held in non-ESOP Fund participant directed
accounts was $62,080,339
(841,311 shares) and
$89,511,828
(761,155 shares),
respectively. For further information on the Company, participants
should refer to the Company’s consolidated financial statements
included in the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
DARDEN
SAVINGS PLAN
Notes to
Financial Statements
April 30,
2020 and 2019
The Plan
previously entered into several ESOP loan transactions and borrowed
money from the Company to purchase shares of Company stock. The
Company made its final ESOP loan repayments in December 2019. Prior
to repayment, these ESOP loans were secured by pledges of the
purchased Company stock. The ESOP Trustee held the purchased shares
(also referred to as leveraged shares) in a designated ESOP Fund,
along with some cash held in short-term investments. As ESOP loan
repayments were made, the ESOP Trustee released these shares. The
Plan could use these released shares to fund Company Matching
Contributions and RPCs, which were then allocated to eligible
participants’ ESOP accounts.
After the final
ESOP loan repayments, the same general rules continue to apply to
the participants' ESOP accounts. Dividends are automatically
reinvested in participants’ ESOP accounts unless a participant has
elected to receive such dividends in cash. Participants are able to
immediately transfer ESOP funds credited to their ESOP accounts to
any of the Plan’s other investment funds. However, amounts may not
be transferred from any of the other investment funds into the ESOP
Fund. Shares used to fund Company contributions reduce the net
assets of the non-participant directed portion of the ESOP fund and
increase the net assets of the participant directed funds. These
contributions are included as transfers between funds on the
accompanying statements of changes in net assets available for
benefits.
At
April 30,
2020 and 2019, the Darden ESOP Fund
consists of 1,775,733 and 1,978,463 shares,
respectively, of Darden's common stock. Of the total shares held by
the Darden ESOP Fund, 1,775,733 shares at April 30, 2020
and 1,832,877
shares at April 30, 2019 of Darden's common stock have
been allocated to individual participant accounts. The
remaining 0 shares at April 30, 2020
and 145,586
shares at April 30, 2019
of Darden's
common stock, which are held by the ESOP Trustee, are unallocated
(suspense) shares reserved for future Company Matching
Contributions or RPCs. At April 30,
2020, the
fair value of the 1,775,733 allocated shares was
$131,031,338.
At April 30,
2019, the
fair value of the 145,586 unallocated Company shares was
$17,120,914 and the fair value of the 1,832,877 allocated shares
was $215,546,335. Cash dividends on unallocated shares of Company
stock can be used to repay promissory notes, pay Plan expenses, or
fund the RPCs.
The Darden ESOP
Fund had one promissory note payable to the Company (Original
Loan), with an outstanding principal balance of $736,360 as
of April 30, 2019
which was paid
off in December 2019. The note bore interest at variable rates
payable on a monthly, bi-monthly, or quarterly basis at the
discretion of the Company. As of April 30,
2019, the
interest rate on the Original Loan was 1.8956%. The Original Loan
had no required principal payments on the remaining note balance
until its maturity date on December 15, 2019. Any or all of
the principal could have been prepaid at any time. For the years
ended April 30, 2020
and
2019, the Darden ESOP Fund
made principal payments of $736,360 and $1,115,954,
respectively.
DARDEN
SAVINGS PLAN
Notes to
Financial Statements
April 30,
2020 and 2019
Information about
the net assets and significant components of the changes in net
assets relating to the ESOP Funds as of and for the years
ended
April 30, 2020 and
2019 is
presented in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESOP Funds
Statement of Net Assets Available for Benefits
|
|
April 30,
2020
|
|
|
|
Non-participant
Directed
|
|
Participant
Directed
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
Investments, at fair
value
|
|
$
|
—
|
|
|
$
|
723,748
|
|
|
$
|
723,748
|
|
|
Common stock of Darden
Restaurants, Inc. – allocated
|
|
—
|
|
|
131,031,338
|
|
|
131,031,338
|
|
|
Total
investments
|
|
—
|
|
|
131,755,086
|
|
|
131,755,086
|
|
|
Receivables:
|
|
|
|
|
|
|
|
Accrued dividends and
interest
|
|
—
|
|
|
90
|
|
|
90
|
|
|
Total
receivables
|
|
—
|
|
|
90
|
|
|
90
|
|
|
Total assets
|
|
—
|
|
|
131,755,176
|
|
|
131,755,176
|
|
|
Net assets available for
benefits
|
|
$
|
—
|
|
|
$
|
131,755,176
|
|
|
$
|
131,755,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESOP Funds
Statement of Net Assets Available for Benefits
|
|
April 30,
2019
|
|
|
|
Non-participant
Directed
|
|
Participant
Directed
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
Investments, at fair
value
|
|
$
|
—
|
|
|
$
|
1,276,747
|
|
|
$
|
1,276,747
|
|
|
Common stock of Darden
Restaurants, Inc. – allocated
|
|
—
|
|
|
215,546,335
|
|
|
215,546,335
|
|
|
Common stock of Darden
Restaurants, Inc. – unallocated
|
|
17,120,914
|
|
|
—
|
|
|
17,120,914
|
|
|
Total
investments
|
|
17,120,914
|
|
|
216,823,082
|
|
|
233,943,996
|
|
|
Receivables:
|
|
|
|
|
|
|
|
Accrued dividends and
interest
|
|
109,311
|
|
|
1,390,315
|
|
|
1,499,626
|
|
|
Total
receivables
|
|
109,311
|
|
|
1,390,315
|
|
|
1,499,626
|
|
|
Total assets
|
|
17,230,225
|
|
|
218,213,397
|
|
|
235,443,622
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
ESOP loans
|
|
736,360
|
|
|
—
|
|
|
736,360
|
|
|
Interest payable
|
|
772
|
|
|
—
|
|
|
772
|
|
|
Total
liabilities
|
|
737,132
|
|
|
—
|
|
|
737,132
|
|
|
Net assets available for
benefits
|
|
$
|
16,493,093
|
|
|
$
|
218,213,397
|
|
|
$
|
234,706,490
|
|
|
|
|
|
|
|
|
|
|
DARDEN
SAVINGS PLAN
Notes to
Financial Statements
April 30,
2020 and 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESOP Funds
Statement of Changes in Net Assets Available for
Benefits
|
|
Year ended April 30,
2020
|
|
|
|
Non-participant
Directed
|
|
Participant
Directed
|
|
Total
|
|
Additions (deductions) to net
assets attributed to:
|
|
|
|
|
|
|
|
Net depreciation in fair
value of investments
|
|
$
|
(1,771,015
|
)
|
|
$
|
(78,558,960
|
)
|
|
$
|
(80,329,975
|
)
|
|
Dividends and
interest
|
|
231,636
|
|
|
4,815,283
|
|
|
5,046,919
|
|
|
Total deductions
|
|
(1,539,379
|
)
|
|
(73,743,677
|
)
|
|
(75,283,056
|
)
|
|
|
|
|
|
|
|
|
|
Deductions from net assets
attributed to:
|
|
|
|
|
|
|
|
Benefits paid to
participants
|
|
—
|
|
|
(13,587,902
|
)
|
|
(13,587,902
|
)
|
|
Interest expense
|
|
(7,319
|
)
|
|
—
|
|
|
(7,319
|
)
|
|
Administrative
expenses
|
|
—
|
|
|
(63,980
|
)
|
|
(63,980
|
)
|
|
Transfers between
funds
|
|
(14,946,395
|
)
|
|
937,338
|
|
|
(14,009,057
|
)
|
|
Total deductions
|
|
(14,953,714
|
)
|
|
(12,714,544
|
)
|
|
(27,668,258
|
)
|
|
|
|
|
|
|
|
|
|
Net decrease
|
|
$
|
(16,493,093
|
)
|
|
$
|
(86,458,221
|
)
|
|
$
|
(102,951,314
|
)
|
|
Net assets available for
benefits:
|
|
|
|
|
|
|
|
Beginning of
year
|
|
16,493,093
|
|
|
218,213,397
|
|
|
234,706,490
|
|
|
End of year
|
|
$
|
—
|
|
|
$
|
131,755,176
|
|
|
$
|
131,755,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESOP Funds
Statement of Changes in Net Assets Available for
Benefits
|
|
Year ended April 30,
2019
|
|
|
|
Non-participant
Directed
|
|
Participant
Directed
|
|
Total
|
|
Additions to net assets
attributed to:
|
|
|
|
|
|
|
|
Net appreciation in fair
value of investments
|
|
$
|
4,952,913
|
|
|
$
|
46,818,191
|
|
|
$
|
51,771,104
|
|
|
Dividends and
interest
|
|
546,042
|
|
|
5,639,075
|
|
|
6,185,117
|
|
|
Total additions
|
|
5,498,955
|
|
|
52,457,266
|
|
|
57,956,221
|
|
|
|
|
|
|
|
|
|
|
Deductions from net assets
attributed to:
|
|
|
|
|
|
|
|
Benefits paid to
participants
|
|
—
|
|
|
(14,220,912
|
)
|
|
(14,220,912
|
)
|
|
Interest expense
|
|
(30,300
|
)
|
|
—
|
|
|
(30,300
|
)
|
|
Administrative
expenses
|
|
(44,128
|
)
|
|
(66,681
|
)
|
|
(110,809
|
)
|
|
Transfers between
funds
|
|
(7,271,874
|
)
|
|
(1,344,096
|
)
|
|
(8,615,970
|
)
|
|
Total deductions
|
|
(7,346,302
|
)
|
|
(15,631,689
|
)
|
|
(22,977,991
|
)
|
|
|
|
|
|
|
|
|
|
Net (decrease)
increase
|
|
$
|
(1,847,347
|
)
|
|
$
|
36,825,577
|
|
|
$
|
34,978,230
|
|
|
Net assets available for
benefits:
|
|
|
|
|
|
|
|
Beginning of
year
|
|
18,340,440
|
|
|
181,387,820
|
|
|
199,728,260
|
|
|
End of year
|
|
$
|
16,493,093
|
|
|
$
|
218,213,397
|
|
|
$
|
234,706,490
|
|
|
|
|
(8)
|
Party-in-Interest
Transactions
|
Certain Plan
investments are in common stock of the Company and money market
funds managed by the Trustee, and therefore, these transactions
qualify as party-in-interest transactions. However, such
transactions qualify for prohibited transaction exemptions. The
Company pays the Trustee’s administrative and trustee fees. Such
fees, inclusive of fees paid by plan forfeitures and fees paid by
terminated participants used to cover plan expenses, were
$1,628,334 and $1,749,647 for the years ended April 30, 2020
and
2019, respectively.
DARDEN
SAVINGS PLAN
Notes to
Financial Statements
April 30,
2020 and 2019
Certain Plan
assets are loans to participants who are employees of the Company;
therefore, these transactions qualify as party-in-interest
transactions. However, such transactions qualify for prohibited
transaction exemptions. Terminated participants that elect to leave
their accounts in the Plan are required to pay quarterly fees;
therefore, these transactions also qualify as party-in-interest
transactions. However, such transactions qualify for prohibited
transaction exemptions. Fees paid by terminated participants were
$284,810 and $299,899 for the years ended
April 30, 2020 and
2019,
respectively.
|
|
|
(9)
|
Reconciliation
of Financial Statements to Form 5500
|
The following is
a reconciliation of net assets available for plan benefits per the
accompanying financial statements to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
Net assets available for
benefits per the accompanying financial statements
|
|
$
|
844,181,577
|
|
|
$
|
965,886,334
|
|
|
Notes receivable from
Participants – deemed distributions
|
|
(1,291,854
|
)
|
|
(884,898
|
)
|
|
Net assets available for
benefits per Form 5500
|
|
$
|
842,889,723
|
|
|
$
|
965,001,436
|
|
The following is
a reconciliation of total deductions to net assets, net, per the
accompanying financial statements to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
Total deductions per the
accompanying financial statements
|
|
$
|
83,968,393
|
|
|
$
|
80,399,057
|
|
|
Deemed distributed notes
receivable from Participants offset by total
distributions
|
|
406,955
|
|
|
61,144
|
|
|
Total deductions per Form
5500
|
|
$
|
84,375,348
|
|
|
$
|
80,460,201
|
|
Amounts allocated
to deemed distributions of notes receivable from Participants are
recorded as a receivable in the accompanying financial statements
and recorded as an expense on Form 5500.
A note receivable
from a Participant is deemed distributed during the plan year for
the Form 5500 under the provisions of the Code section 72(p) and
the Treasury Regulation section 1.72(p) if the note receivable is
treated as a note receivable solely of the participant’s individual
account and the participant has discontinued payment of the note
receivable as of the end of the year. However, in accordance with
U.S. generally accepted accounting principles, for the accompanying
financial statements the note receivable balance is still
considered an outstanding note receivable until the note receivable
obligation has been satisfied and is not treated as an actual
distribution until such time the participant separates from
employment and the participant’s vested account balance is fully
distributed.
The Plan obtained
a determination letter on June 23, 2017, in which the Internal
Revenue Service (IRS) stated that the Plan, as restated effective
January 1, 2016, was in compliance with the applicable requirements
of the Code. Although the Plan has been amended since receiving the
determination letter, the Company believes that the Plan currently
is designed and being operated in compliance with the applicable
requirements of the Code, and therefore, the Plan qualifies
under Sections 401(a) and 4975(e)(7) and the related Trust is
tax exempt as of April 30,
2020.
Therefore, no provision for income taxes has been included in the
Plan’s financial statements.
U.S. generally
accepted accounting principles require Plan management to evaluate
uncertain tax positions taken by the Plan. The financial statement
effects of a tax position are recognized when the position is more
likely than not, based on the technical merits, to be sustained
upon examination by the IRS. The Plan administrator has analyzed
the tax positions taken by the Plan, and has concluded that as
of
April 30, 2020 there were no uncertain
positions taken or expected to be taken. The Plan has recognized no
interest or penalties related to uncertain tax positions. The Plan
is subject to routine audits by taxing jurisdictions; however,
there are no audits for any tax periods in progress. The Plan
Administrator believes it is no longer subject to income tax
examinations for plan years ended through April 30,
2017.
DARDEN
SAVINGS PLAN
Notes to
Financial Statements
April 30,
2020 and 2019
|
|
|
(11)
|
Delinquent
Contributions
|
During the plan
year ending April 30, 2019, the Company had an unintentional delay
related to the transmission of participant contributions and loan
repayments to the Plan. At the time, the Company was ineligible to
correct this late contribution error by utilizing the Voluntary
Fiduciary Correction Program (VFCP) as the Plan was under a DOL
audit. The Company self-corrected the error by wiring the late
contributions and loan repayments on April 15, 2019 and
subsequently remitting lost earnings of $570.21 on May 24, 2019.
See accompanying supplemental Schedule H, Line 4a - Schedule of
Delinquent Participant Contributions for further
information.
Although it has
not expressed any intent to do so, the Company has the right under
the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974. In the event of Plan
termination, no further contributions shall be made to the Plan by
either the Company or the participants, participants would become
fully vested in their employer contributions and the related Plan
Trust would be used exclusively for the benefit of participants and
beneficiaries after the payment of liquidation
expenses.
There have been
no subsequent events through the issuance of these financial
statements on October 19,
2020.
DARDEN
SAVINGS PLAN
Schedule H, Line
4a – Schedule of Delinquent Participant Contributions
Year Ended
April 30,
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Contributions
Transferred Late to Plan *
|
|
Total That Constitute
Nonexempt Prohibited Transactions
|
|
Total Fully Corrected under
VFCP and PTE 2002-51
|
|
Check here if late
participant loan contributions are included: x
|
Contributions Not
Corrected
|
Contributions Corrected
Outside VFCP*
|
Contributions Pending
Correction in VFCP
|
|
|
$
|
1,151,782
|
|
—
|
|
1,151,782
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
*
|
This correction was reported
last year and is included again since the lost earnings were
remitted in the 2019-2020 plan year (specifically on May 24, 2019).
The amount above represents late participant contributions and loan
repayments that were not timely transferred to the Plan for the
2018-2019 plan year. Darden was ineligible to correct this late
contribution error under VFCP because the Plan was under a DOL
audit at the time of the correction. Darden self-corrected the
error by wiring the late contributions and loan repayments on April
15, 2019 (one business day after the date the wire should have
occurred) and subsequently remitting lost earnings of $570.21 on
May 24, 2019, which lost earnings were calculated using the DOL's
lost earnings calculator. Darden also filed IRS Form 5330 to report
the delinquent contributions and paid the related excise tax of
$85.75.
|
See accompanying
report of independent registered public accounting
firm.
DARDEN
SAVINGS PLAN
Schedule H, Line
4i – Schedule of Assets (Held at End of Year)
April 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
Face amount
or
number
of
units
|
|
Cost
|
|
Current
value
|
|
Darden Common Stock
*
|
|
2,617,044
|
|
|
$
|
65,731,645
|
|
|
$
|
193,111,677
|
|
|
Columbia Trust Stable
Government I-0 Fund
|
|
4,571,177
|
|
|
52,886,669
|
|
|
53,528,478
|
|
|
DFA US Small Cap Portfolio
Fund
|
|
1,147,540
|
|
|
37,964,799
|
|
|
30,708,169
|
|
|
TS&W
Collective/International Large Cap Equity Fund
|
|
3,007,451
|
|
|
29,797,730
|
|
|
25,054,169
|
|
|
Vanguard Institutional Index
Plus Fund
|
|
445,311
|
|
|
131,782,765
|
|
|
115,825,435
|
|
|
Vanguard Target Retirement
2060 Fund
|
|
351,884
|
|
|
8,378,562
|
|
|
8,191,871
|
|
|
Vanguard Target Retirement
2055 Fund
|
|
1,101,280
|
|
|
25,743,167
|
|
|
25,593,746
|
|
|
Vanguard Target Retirement
2050 Fund
|
|
2,020,444
|
|
|
45,507,281
|
|
|
46,773,285
|
|
|
Vanguard Target Retirement
2045 Fund
|
|
2,683,681
|
|
|
58,641,310
|
|
|
62,019,857
|
|
|
Vanguard Target Retirement
2040 Fund
|
|
1,670,860
|
|
|
37,103,081
|
|
|
38,713,819
|
|
|
Vanguard Target Retirement
2035 Fund
|
|
2,297,057
|
|
|
49,099,414
|
|
|
53,199,834
|
|
|
Vanguard Target Retirement
2030 Fund
|
|
1,244,896
|
|
|
27,259,931
|
|
|
28,806,901
|
|
|
Vanguard Target Retirement
2025 Fund
|
|
1,621,147
|
|
|
34,562,679
|
|
|
37,448,491
|
|
|
Vanguard Target Retirement
2020 Fund
|
|
631,917
|
|
|
13,714,909
|
|
|
14,458,272
|
|
|
Vanguard Target Retirement
2015 Fund
|
|
338,414
|
|
|
7,131,135
|
|
|
7,560,166
|
|
|
Vanguard Institutional Target
Retirement Income Fund
|
|
244,937
|
|
|
5,151,951
|
|
|
5,422,913
|
|
|
Vanguard Total Bond Market
Index Fund
|
|
2,460,398
|
|
|
26,814,258
|
|
|
28,319,181
|
|
|
Vanguard Extended Market
Index Fund
|
|
385,559
|
|
|
28,226,422
|
|
|
30,686,635
|
|
|
Vanguard Total International
Stock Index Institutional Fund
|
|
63,415
|
|
|
7,501,915
|
|
|
6,178,556
|
|
|
Short-term Investment
Fund*
|
|
4,419,142
|
|
|
4,419,142
|
|
|
4,419,142
|
|
|
Notes receivable from
Participants outstanding – interest rates ranging from 4.25% –
9.50% with varying maturities*
|
|
4,968
|
|
|
—
|
|
|
22,564,910
|
|
|
Total
|
|
|
|
|
|
|
838,585,507
|
|
See accompanying
report of independent registered public accounting
firm.
EXHIBIT
INDEX
|
|
|
|
|
Exhibit
Number
|
|
Description
of Exhibit
|
|
23
|
|
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Darden
Savings Plan has duly caused this Annual Report to be signed on its
behalf by the Benefit Plans Committee (as Plan Fiduciary and
administrator of the financial aspects of the Darden Savings Plan),
by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
By:
|
Benefit Plans
Committee,
|
|
|
|
|
|
as Plan Fiduciary and
administrator
|
|
|
|
|
|
of the financial aspects
of
|
|
|
|
|
|
the Darden Savings
Plan
|
|
|
|
|
|
|
Dated:
|
October 19,
2020
|
|
By:
|
/s/ Julie
Griffin
|
|
|
|
|
|
Julie Griffin,
Chairperson
|
|
|
|
|
|
Benefit Plans
Committee
|
|
|
|
|
|
Darden Restaurants,
Inc.
|
