As filed with the Securities and Exchange Commission on December 18, 2003. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2003 Darden Restaurants, Inc. (Exact name of registrant as specified in its charter) Florida 1-13666 59-3305930 (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification No.) 5900 Lake Ellenor Drive, Orlando, Florida 32809 (Address of principal executive offices) Registrant's telephone number, including area code: (407) 245-4000 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. ------------ On December 18, 2003, the Company issued a news release entitled "Darden Restaurants Reports Second Quarter Earnings Per Diluted Share of 18 Cents," a copy of which is being filed herewith as Exhibit 99. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number (by reference to Item 601 of Regulation S-K) Description 99 Press Release dated December 18, 2003, entitled "Darden Restaurants Reports Second Quarter Earnings Per Diluted Share of 18 Cents." 2 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 hereunto duly authorized. Dated: December 18, 2003 DARDEN RESTAURANTS, INC. By: /s/ Paula J. Shives ----------------------------------- Paula J. Shives Senior Vice President General Counsel and Secretary 3 INDEX TO EXHIBITS Exhibit Number Description of Exhibit 99 Press Release dated December 18, 2003, entitled "Darden Restaurants Reports Second Quarter Earnings Per Diluted Share of 18 Cents." 4 EXHIBIT 99 DARDEN RESTAURANTS Red Lobster(R)Olive Garden(R)Bahama Breeze(R)Smokey Bones(R) www.darden.com NEWS/INFORMATION Corporate Relations P.O. Box 593330 Orlando, FL 32859 Contacts: (Analysts) Matthew Stroud (407) 245-6458 (Media) Jim DeSimone (407) 245-4567 FOR RELEASE December 18, 2003 4:30 p.m. EST DARDEN RESTAURANTS REPORTS SECOND QUARTER EARNINGS PER DILUTED SHARE OF 18 CENTS ORLANDO, FL, December 18 - Darden Restaurants, Inc. today reported quarterly sales of $1.14 billion for the second quarter ended November 23, 2003, and earnings per diluted share of 18 cents. "Earnings per diluted share of 18 cents were at the upper end of our guidance for the quarter," said Joe Lee, Darden's Chairman and Chief Executive Officer. "Once again, Olive Garden delivered outstanding financial performance with impressive same-restaurant sales growth and set second-quarter records for sales, operating profit, return on sales and return on capital. The quarter also featured the continued expansion of Smokey Bones, which opened an additional nine restaurants, and the completion of the planned introduction of lunch at Bahama Breeze, which is an important element of its business building plan. Red Lobster continued to face several challenges and has begun to take steps to stabilize and improve the business. We are confident that Red Lobster will regain momentum, helping Darden achieve the kind of strong financial performance we have enjoyed historically. The current range of estimates of diluted earnings per share for this fiscal year, which is $1.31 to $1.43, is relatively broad. Given the uncertainty of the timing of Red Lobster's recovery and other factors, we think that's appropriate." Highlights for the quarter ended November 23, 2003, include the following: o Earnings after tax in the second quarter were $31.3 million, or 18 cents per diluted share, on sales of $1.14 billion. Last year, earnings after tax were $37.5 million, or 21 cents per diluted share, on sales of $1.07 billion. o Total sales of $1.14 billion represent a 6.6% increase over prior year. o Olive Garden reported its 37th consecutive quarter of same-restaurant sales growth with a 4.3% increase. o The Company continued its share repurchase program, buying back 0.8 million shares of its common stock in the quarter. -MORE- -2- Operating Highlights OLIVE GARDEN'S second quarter sales of $518.5 million were 9.7% above prior year, driven by a same-restaurant sales increase of 4.3% and revenue from 25 net new restaurants in operation versus last year. This is the 37th consecutive quarter of comparable-restaurant sales growth for Olive Garden and builds on a 3.5% increase in the second quarter last year. The company's increased sales, combined with lower food and beverage expense and restaurant labor costs as a percent of sales, more than offset increased restaurant expenses and depreciation as a percent of sales, resulting in a record quarterly operating profit that also represents a strong double-digit increase over last year. "This was a great quarter for Olive Garden," said Drew Madsen, President of Olive Garden. "Our financial results in the areas of sales, operating profit, return on sales and return on capital represent the best second quarter performance in the history of Olive Garden. We also reported another quarter of positive traffic growth due to our strong foundation of guest satisfaction and the success of our recently introduced stuffed chicken entrees. I want to thank our team at Olive Garden for their unrelenting focus on delighting our guests with a genuine Italian dining experience." RED LOBSTER'S second quarter sales of $545.1 million were 0.7% below prior year, driven by a same-restaurant sales decrease of 3.1% that was partially offset by revenue from 10 net new restaurants in operation versus last year. Red Lobster's total sales were lower than expected. Despite lower food and beverage expenses and restaurant labor costs as a percent of sales, Red Lobster experienced increased restaurant expenses, selling, general, and administrative expenses, and depreciation as a percent of sales. These factors led to a decline in operating profit versus last year. "Although we are disappointed with our second quarter sales and operating profit," said Dick Rivera, President and Chief Operating Officer of Darden, "we know Red Lobster is America's favorite place for seafood and we're intent on rebuilding our financial performance. We are making progress enhancing the guest experience in our restaurants and are looking forward to enhancing our promotional messages as well. We recognize there is more work ahead of us and that it will take time to accomplish all of our goals. However, our crews are energized and focused, and we will continue to improve our marketing efforts, our hospitality and our menu offerings in order to regain our guest count and sales momentum." BAHAMA BREEZE opened three restaurants during the second quarter bringing the total number in operation to 37 restaurants. One more opening is scheduled for this fiscal year. The company also completed the introduction of lunch to most of the system during the quarter. This effort is expected to help build their business and improve financial performance as they position themselves for long-term success. SMOKEY BONES opened nine restaurants during the second quarter, bringing the year-to-date total to 14 openings. In addition, the company has opened three more restaurants since the end of the quarter. As a result, Smokey Bones now has 56 restaurants in operation. During this fiscal year, 25 to 30 restaurants are expected to open. -MORE- -3- Other Actions Darden continued the buyback of its common stock, purchasing 0.8 million shares in the second quarter. Since December 1995, the Company has repurchased a total of 100.7 million shares under authorizations totaling 115.4 million shares. November 2003 Same-Restaurant Sales Results Darden reported same-restaurant sales for the four-week November fiscal month ended November 23, 2003. This period is the last month of Darden's fiscal 2004 second quarter. Same-restaurant sales at Olive Garden were up 8% to 9% for fiscal November, which reflected a 6% to 7% increase in guest counts and a 2% to 3% increase in check average. The check average increase was a result of a 2% to 3% increase in pricing and a 0% to 1% decrease from menu mix changes. Last year, Olive Garden had an approximate 3% increase in same-restaurant sales during fiscal November. Same-restaurant sales at Red Lobster were down 8% to 9% for fiscal November, which reflected a 10% to 11% decrease in guest counts and a 2% to 3% increase in check average. The check average increase was a result of a 1% to 2% increase in pricing and a 1% to 2% increase from menu mix changes. Last year, Red Lobster had a 10% to 11% increase in same-restaurant sales during fiscal November. The Company estimates that this year's shift of Halloween from Thursday in 2002 to Friday in 2003 adversely affected November same-restaurant sales results at both Olive Garden and Red Lobster by approximately 0.6%. Darden Restaurants, Inc., headquartered in Orlando, FL, owns and operates over 1,300 Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones and Seasons 52 restaurants with annual sales of $4.7 billion. Forward-looking statements in this news release, if any, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain important factors could cause results to differ materially from those anticipated by the forward-looking statements, including the impact of changing economic or business conditions, the impact of competition, the availability of favorable credit and trade terms, the impact of changes in the cost or availability of food and real estate, government regulation, construction costs, weather conditions and other factors discussed from time to time in reports filed by the Company with the Securities and Exchange Commission. -MORE- -4- DARDEN RESTAURANTS, INC. NUMBER OF RESTAURANTS 11/23/03 11/24/02 -------- -------- 649 Red Lobster USA 639 31 Red Lobster Canada 31 ------ ------------------ ------ 680 Total Red Lobster 670 526 Olive Garden USA 501 6 Olive Garden Canada 6 ------- ------------------- ------- 532 Total Olive Garden 507 37 Bahama Breeze 32 53 Smokey Bones BBQ 27 1 Seasons 52 0 ------- ------- 1,303 Total Restaurants 1,236 -MORE- -5- DARDEN RESTAURANTS, INC. CONSOLIDATED STATEMENTS OF EARNINGS (In Thousands, Except per Share Data) (Unaudited) 13 Weeks Ended 26 Weeks Ended 11/23/2003 11/24/2002 11/23/2003 11/24/2002 ---------- ---------- ---------- ---------- Sales $1,142,543 $1,071,531 $2,402,232 $2,246,096 Costs and Expenses: Cost of sales: Food and beverage 346,200 330,954 742,913 696,190 Restaurant labor 375,614 353,774 767,949 723,136 Restaurant expenses 191,010 170,727 381,832 340,231 Total Cost of Sales (1) 912,824 855,455 1,892,694 1,759,557 Selling, general and administrative 120,320 103,197 233,961 209,261 Depreciation and amortization 52,048 45,930 103,601 91,071 Interest, net 10,725 10,729 21,366 20,982 Total Costs and Expenses 1,095,917 1,015,311 2,251,622 2,080,871 Earnings before Income Taxes 46,626 56,220 150,610 165,225 Income Taxes -15,373 -18,742 -50,763 -55,861 Net Earnings $31,253 $37,478 $99,847 $109,364 Net Earnings per Share: Basic $0.19 $0.22 $0.61 $0.64 Diluted $0.18 $0.21 $0.58 $0.61 Average Number of Common Shares Outstanding: Basic 164,900 170,900 164,800 171,300 Diluted 171,000 178,700 170,700 179,300(1) Excludes restaurant depreciation and amortization as follows: $48,443 $42,150 $96,525 $83,973 -MORE- -6- DARDEN RESTAURANTS, INC. CONSOLIDATED BALANCE SHEETS (In Thousands) (Unaudited) 11/23/2003 5/25/2003 ----------- --------- ASSETS Current Assets: Cash and cash equivalents $27,806 $48,630 Receivables 25,672 29,023 Inventories 256,997 173,644 Prepaid expenses and other current assets 24,736 25,126 Deferred income taxes 53,971 49,206 Total Current Assets $389,182 $325,629 Land, Buildings and Equipment 2,239,571 2,157,132 Other Assets 183,897 181,872 Total Assets $2,812,650 $2,664,633 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $167,535 $175,991 Short-term debt 70,900 -- Accrued payroll 83,155 85,975 Accrued income taxes 50,843 67,975 Other accrued taxes 34,761 35,069 Unearned revenues 64,894 72,698 Other current liabilities 222,455 202,201 Total Current Liabilities $694,543 $639,909 Long-term Debt 655,066 658,086 Deferred Income Taxes 160,980 150,537 Other Liabilities 20,693 19,910 Total Liabilities $1,531,282 $1,468,442 Stockholders' Equity: Common stock and surplus $1,559,909 $1,525,957 Retained earnings 1,072,715 979,443 Treasury stock -1,295,038 -1,254,293 Accumulated other comprehensive income -9,544 -10,489 Unearned compensation -45,418 -42,848 Officer notes receivable -1,256 -1,579 Total Stockholders' Equity $1,281,368 $1,196,191 Total Liabilities and Stockholders' Equity $2,812,650 $2,664,633 -MORE- DARDEN RESTAURANTS, INC. SECOND QUARTER FY 2004 FINANCIAL HIGHLIGHTS (In Millions, Except per Share Data) (Unaudited) 13 Weeks Ended 26 Weeks Ended 11/23/2003 11/24/2002 11/23/2003 11/24/2002 ---------- ---------- ---------- ---------- Sales $1,142.5 $1,071.5 $2,402.2 $2,246.1 Net Earnings $31.3 $37.5 $99.8 $109.4 Net Earnings per Share: Basic $0.19 $0.22 $0.61 $0.64 Diluted $0.18 $0.21 $0.58 $0.61 Average Number of Common Shares Outstanding: Basic 164.9 170.9 164.8 171.3 Diluted 171.0 178.7 170.7 179.3 -END-