This discussion and analysis below for Darden Restaurants, Inc. (Darden, the
Company, we, us or our) should be read in conjunction with our consolidated
financial statements and related financial statement notes included in Part II
of this report under the caption "Item 8 - Financial Statements and
Supplementary Data." We operate on a 52/53-week fiscal year, which ends on the
last Sunday in May. Fiscal 2022, which ended May 29, 2022, and fiscal 2021,
which ended May 30, 2021, each consisted of 52 weeks.


OVERVIEW OF OPERATIONS



Our business operates in the full-service dining segment of the restaurant
industry. At May 29, 2022, we operated 1,867 restaurants through subsidiaries in
the United States and Canada under the Olive Garden®, LongHorn Steakhouse®,
Cheddar's Scratch Kitchen®, Yard House®, The Capital Grille®, Seasons 52®,
Bahama Breeze® , Eddie V's Prime Seafood® , and The Capital Burger®
trademarks. We own and operate all of our restaurants in the United States and
Canada, except for 2 joint venture restaurants managed by us and 34 franchised
restaurants. We also have 26 franchised restaurants in operation located in
Latin America. All intercompany balances and transactions have been eliminated
in consolidation.

COVID-19 Pandemic and Other Impacts to our Operating Environment



For much of fiscal 2021, the COVID-19 pandemic resulted in a significant
reduction in guest traffic at our restaurants due to changes in consumer
behavior as public health officials encouraged social distancing and required
personal protective equipment. Also, some state and local governments mandated
restrictions including suspension of dine-in operations, reduced restaurant
seating capacity, table spacing requirements, bar closures and additional
physical barriers. Once COVID-19 vaccines were approved and moved into wider
distribution in the United States in early 2021, public health conditions
improved and almost all of the COVID-19 restrictions on businesses eased.

During fiscal 2022, increases in the number of cases of COVID-19 throughout the
United States including the Omicron variant which significantly impacted our
restaurants in the third quarter, mostly in January 2022, subjected some of our
restaurants to other COVID-19-related restrictions such as mask and/or vaccine
requirements for team members, guests or both. Exclusions and quarantines of
restaurant team members or groups thereof disrupt an individual restaurant's
operations and often come with little or no notice to the local restaurant
management. During fiscal 2022, along with COVID-19, our operating results were
impacted by geopolitical and other macroeconomic events, leading to higher than
usual inflation on wages and other cost of goods sold. These events further
impacted the availability of team members needed to staff our restaurants and
caused additional disruptions in our product supply chain.

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

Fiscal 2022 Financial Highlights

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



•Reported diluted net earnings per share from continuing operations increased to
$7.40 in 2022 from $4.80 in fiscal 2021, a 54.2 percent increase.
•Net earnings from continuing operations increased to $954.7 million in 2022
from $632.4 million in fiscal 2021, a 51.0 percent increase.
•Net loss from discontinued operations decreased to $1.9 million ($0.01 per
diluted share) for fiscal 2022, from $3.1 million ($0.03 per diluted share) in
fiscal 2021. When combined with results from continuing operations, our diluted
net earnings per share was $7.39 for fiscal 2022 and diluted net earnings per
share was $4.77 for fiscal 2021.

Outlook



We expect fiscal 2023 sales from continuing operations to increase between 6
percent and 8 percent, driven by Darden same-restaurant sales growth of 4
percent to 6 percent, as well as sales from approximately 55-60 new restaurants.
In fiscal 2023, we expect our annual effective tax rate to be 13.5 percent and
we expect capital expenditures incurred to build new restaurants, remodel and
maintain existing restaurants and technology initiatives to be between $500.0
million and $550.0 million.
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RESULTS OF OPERATIONS FOR FISCAL 2022 AND 2021

To facilitate review of our results of operations, the following table sets forth our financial results for the periods indicated. All information is derived from the consolidated statements of earnings for the fiscal years ended May 29, 2022 and May 30, 2021:



                                                                 Fiscal Year Ended                    Percent Change
(in millions)                                           May 29, 2022          May 30, 2021             2022 v. 2021
Sales                                                  $    9,630.0          $    7,196.1                 33.8%
Costs and expenses:
Food and beverage                                           2,943.6               2,072.1                 42.1%
Restaurant labor                                            3,108.8               2,286.3                 36.0%
Restaurant expenses                                         1,582.6               1,344.2                 17.7%
Marketing expenses                                             93.2                  91.1                  2.3%
General and administrative expenses                           373.2                 396.2                 (5.8)%
Depreciation and amortization                                 368.4                 350.9                  5.0%
Impairments and disposal of assets, net                        (2.0)                  6.6                   NM

Total operating costs and expenses                     $    8,467.8          $    6,547.4                 29.3%
Operating income                                       $    1,162.2          $      648.7                 79.2%
Interest, net                                                  68.7                  63.5                  8.2%
Other (income) expense, net                                       -                   8.7                   NM
Earnings before income taxes                           $    1,093.5          $      576.5                 89.7%
Income tax expense (benefit) (1)                              138.8                 (55.9)                  NM
Earnings from continuing operations                    $      954.7          $      632.4                 51.0%
Losses from discontinued operations, net of tax                (1.9)                 (3.1)               (38.7)%
Net earnings                                           $      952.8          $      629.3                 51.4%

(1) Effective tax rate                                         12.7  %               (9.7) %
NM- Percentage change not considered meaningful.


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

                                May 29, 2022      May 30, 2021
Olive Garden                        884               875
LongHorn Steakhouse                 546               533
Cheddar's Scratch Kitchen           172               170
Yard House                           85                81
The Capital Grille                   62                60
Seasons 52                           45                44
Bahama Breeze                        42                42
Eddie V's                            28                26
The Capital Burger                    3                 3
Total                             1,867             1,834


SALES

The following table presents our company-owned restaurant sales, U.S.
same-restaurant sales (SRS) and average annual sales per restaurant by segment
for the periods indicated:

                                                                                                                         Average Annual Sales per Restaurant
                                            Sales                                                                                        (2)
                                      Fiscal Year Ended                                                                           Fiscal Year Ended
(in millions)                May 29, 2022           May 30, 2021          Percent Change            SRS (1)              May 29, 2022          May 30, 2021
Olive Garden               $     4,503.9          $     3,593.4                   25.3  %                24.1  %        $       5.1          $         4.1
LongHorn Steakhouse        $     2,374.3          $     1,810.4                   31.1  %                28.1  %        $       4.4          $         3.4
Fine Dining (3)            $       776.2          $       443.2                   75.1  %                62.7  %        $       8.8          $         5.4
Other Business (3)         $     1,975.6          $     1,349.1                   46.4  %                42.4  %        $       5.7          $         4.0
                           $     9,630.0          $     7,196.1

(1)Same-restaurant sales is a year-over-year comparison of each period's sales volumes for a 52-week year and is limited to restaurants open at least 16 months.

(2)Average annual sales are calculated as sales divided by total restaurant operating weeks multiplied by 52 weeks; excludes franchise locations.



(3)In the first quarter of fiscal 2022, we changed our internal management
reporting to include The Capital Burger in the Other Business segment.
Previously, The Capital Burger was included in the Fine Dining segment due to
its adjacency with The Capital Grille brand and overall immateriality. Fiscal
2021 figures have been restated for comparability.

Olive Garden's sales increase for fiscal 2022 was primarily driven by a U.S.
same-restaurant sales increase combined with revenue from new restaurants. The
increase in U.S. same-restaurant sales in fiscal 2022 resulted from a 18.9
percent increase in same-restaurant guest counts combined with a 4.4 percent
increase in average check.

LongHorn Steakhouse's sales increase for fiscal 2022 was driven by a
same-restaurant sales increase combined with revenue from new restaurants. The
increase in same-restaurant sales in fiscal 2022 resulted from a 22.8 percent
increase in same-restaurant guest counts combined with a 4.3 percent increase in
average check.

Fine Dining's sales increase for fiscal 2022 was driven by a same-restaurant
sales increase combined with revenue from new restaurants. The increase in
same-restaurant sales in fiscal 2022 resulted from a 53.9 percent increase in
same-restaurant guest counts combined with a 5.8 percent increase in average
check.

Other Business's sales increase for fiscal 2022 was driven by a same-restaurant
sales increase combined with revenue from new restaurants. The increase in
same-restaurant sales in fiscal 2022 resulted from a 30.4 percent increase in
same-restaurant guest counts combined with a 9.3 percent increase in average
check.
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COSTS AND EXPENSES



The following table sets forth selected operating data as a percent of sales
from continuing operations for the periods indicated. This information is
derived from the consolidated statements of earnings for the fiscal years ended
May 29, 2022 and May 30, 2021.

                                                   Fiscal Year Ended
                                                May 29, 2022      May 30, 2021
Sales                                               100.0  %          100.0  %
Costs and expenses:
Food and beverage                                    30.6              28.8
Restaurant labor                                     32.3              31.8
Restaurant expenses                                  16.4              18.7
Marketing expenses                                    1.0               1.3
General and administrative expenses                   3.9               5.5
Depreciation and amortization                         3.8               4.9
Impairments and disposal of assets, net                 -               0.1

Total operating costs and expenses                   87.9  %           91.0  %
Operating income                                     12.1  %            9.0  %
Interest, net                                         0.7               0.9
Other (income) expense, net                             -               0.1
Earnings before income taxes                         11.4  %            8.0  %
Income tax expense (benefit)                          1.4              (0.8)
Earnings from continuing operations                   9.9  %            8.8 

%

Total operating costs and expenses from continuing operations were $8.47 billion in fiscal 2022 and $6.55 billion in fiscal 2021.

Fiscal 2022 Compared to Fiscal 2021:



•Food and beverage costs increased as a percent of sales primarily due to a 2.5%
impact from inflation, partially offset by a 0.9% impact from pricing.
•Restaurant labor costs increased as a percent of sales primarily due to a 2.4%
impact from decreased productivity and a 2.3% impact from inflation, partially
offset by a 4.2% impact from sales and pricing leverage.
•Restaurant expenses decreased as a percent of sales primarily due to a 3.7%
impact from sales and pricing leverage, partially offset by a 1.0% impact from
higher repairs and maintenance expenses and utility costs and a 0.2% impact from
higher credit card expense.
•Marketing expenses decreased as a percent of sales primarily due to sales
leverage.
•General and administrative expenses decreased as a percent of sales primarily
due to a 1.4% impact from sales leverage, and a 0.5% impact related to our
corporate restructuring actions during the first quarter of fiscal 2021.
•Depreciation and amortization expenses decreased as a percent of sales
primarily due to sales leverage.

INCOME TAXES



The effective income tax rates for fiscal 2022 and 2021 for continuing
operations were 12.7 percent and (9.7) percent, respectively. During fiscal
2022, we had income tax expense of $138.8 million on earnings before income tax
of $1.09 billion compared to an income tax benefit of $55.9 million on earnings
before income taxes of $576.5 million in fiscal 2021. The change was driven
primarily by an increase in earnings before income taxes in fiscal 2022, in
addition to the generation of a net operating loss for tax purposes in fiscal
2021 that was carried back to the previous five tax years. An income tax benefit
was generated due to the difference in federal tax rates between fiscal year
2021 and the years to which the federal net operating loss was carried back.
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NET EARNINGS AND NET EARNINGS PER SHARE FROM CONTINUING OPERATIONS

Net earnings from continuing operations for fiscal 2022 were $954.7 million ($7.40 per diluted share) compared with net earnings from continuing operations for fiscal 2021 of $632.4 million ($4.80 per diluted share).



Net earnings from continuing operations for fiscal 2022 increased 51.0 percent
and diluted net earnings per share from continuing operations increased 54.2
percent compared with fiscal 2021. In fiscal 2021, our diluted per share results
from continuing operations were positively impacted by $0.76 due to a
non-recurring income tax benefit, partially offset by $0.27 due to our corporate
restructuring in the first quarter of fiscal 2021.

LOSS FROM DISCONTINUED OPERATIONS



On an after-tax basis, results from discontinued operations for fiscal 2022 were
a net loss of $1.9 million ($0.01 per diluted share) compared with a net loss
for fiscal 2021 of $3.1 million ($0.03 per diluted share).

SEGMENT RESULTS



We manage our restaurant brands, Olive Garden, LongHorn Steakhouse, Cheddar's
Scratch Kitchen, Yard House, The Capital Grille, Seasons 52, Bahama Breeze,
Eddie V's and The Capital Burger in the U.S. and Canada as operating segments.
We aggregate our operating segments into reportable segments based on a
combination of the size, economic characteristics and sub-segment of
full-service dining within which each brand operates. Our four reportable
segments are: (1) Olive Garden, (2) LongHorn Steakhouse, (3) Fine Dining and (4)
Other Business. In the first quarter of fiscal 2022, we changed our internal
management reporting to include The Capital Burger in the Other Business
segment. Previously, The Capital Burger was included in the Fine Dining segment
due to its adjacency with The Capital Grille brand and overall immateriality.
Fiscal 2021 figures have been restated for comparability. See Note 5 of the
Notes to Consolidated Financial Statements (Part II, Item 8 of this report) for
further details.

Our management uses segment profit as the measure for assessing performance of
our segments. The following table presents segment profit margin for the periods
indicated:

                                     Fiscal Year Ended                     Change
Segment                     May 29, 2022            May 30, 2021        2022 vs 2021
Olive Garden                   22.1%                   23.2%          (110)          BP
LongHorn Steakhouse            17.6%                   17.9%           (30)          BP
Fine Dining                    21.3%                   18.1%           320           BP
Other Business                 15.2%                   14.3%            90           BP


The decrease in the Olive Garden segment profit margin for fiscal 2022 was
driven primarily by higher restaurant labor and food and beverage costs, offset
by lower restaurant expenses. The decrease in the LongHorn Steakhouse segment
profit margin for fiscal 2022 was driven primarily by higher food and beverage
costs, offset by lower restaurant expenses. The increase in the Fine Dining
segment profit margin for fiscal 2022 was driven primarily by lower restaurant
expenses and restaurant labor, offset by higher food and beverage costs. The
increase in the Other Business segment profit margin for fiscal 2022 was driven
by lower restaurant expenses, offset by higher food and beverage costs.

RESULTS OF OPERATIONS FOR FISCAL 2021 COMPARED TO FISCAL 2020



For a comparison of our results of operations for the fiscal years ended May 30,
2021 and May 31, 2020, see "Part II, Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" of our annual report
on Form 10-K for the fiscal year ended May 30, 2021, filed with the SEC on July
23, 2021.

SEASONALITY

Our sales volumes have historically fluctuated seasonally. Typically, our
average sales per restaurant are highest in the winter and spring, followed by
the summer, and lowest in the fall. Holidays, changes in the economy, severe
weather and similar conditions may impact sales volumes seasonally in some
operating regions. Because of the historical seasonality of our business and
these other factors, results for any fiscal quarter are not necessarily
indicative of the results that may be achieved for the full fiscal year.


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IMPACT OF INFLATION



We attempt to minimize the annual effects of inflation through appropriate
planning, operating practices and menu price increases. We are currently
operating in a period of higher than usual inflation, led by food and beverage
cost and labor inflation. Food and beverage inflation is principally due to
increased costs incurred by our vendors related to higher labor, transportation,
packaging, and raw materials costs. Some of the impacts of the inflation have
been offset by menu price increases and other adjustments made during the year.
Whether we are able and/or choose to continue to offset the effects of inflation
will determine to what extent, if any, inflation affects our restaurant
profitability in future periods.

CRITICAL ACCOUNTING ESTIMATES



We prepare our consolidated financial statements in conformity with U.S.
generally accepted accounting principles. The preparation of these financial
statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of sales and expenses during the reporting period. Actual results could differ
from those estimates.

Our significant accounting policies are more fully described in Note 1 of the
Notes to Consolidated Financial Statements (Part II, Item 8 of this report).
Judgments and uncertainties affecting the application of those policies may
result in materially different amounts being reported under different conditions
or using different assumptions. We consider the following estimates to be most
critical in understanding the judgments that are involved in preparing our
consolidated financial statements.

Leases


We evaluate our leases at their inception to estimate their expected term, which
commences on the date when we have the right to control the use of the leased
property and includes the non-cancelable base term plus all option periods we
are reasonably certain to exercise. Our judgment in determining the appropriate
expected term and discount rate for each lease affects our evaluation of:

•The classification and accounting for leases as operating versus finance;

•The rent holidays and escalation in payments that are included in the calculation of the lease liability and related right-of-use asset; and

•The term over which leasehold improvements for each restaurant facility are amortized.



These judgments may produce materially different amounts of lease liabilities
and right-of-use assets recognized on our consolidated balance sheets, as well
as depreciation, amortization, interest and rent expense recognized in our
consolidated statements of earnings if different discount rates and expected
lease terms were used.

Valuation of Long-Lived Assets
Land, buildings and equipment, operating lease right-of-use assets and certain
other assets, including definite-lived intangible assets, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. A significant amount of
judgment is involved in determining if an indicator of impairment has occurred.
Such indicators may include, among others: a significant decline in our expected
future cash flows; changes in expected useful life; unanticipated competition;
slower growth rates, ongoing maintenance and improvements of the assets, or
changes in the usage or operating performance. Any adverse change in these
factors could have a significant impact on the recoverability of these assets
and could have a material impact on our consolidated financial statements. Based
on a review of operating results for each of our restaurants, given the current
operating environment, the amount of net book value associated with lower
performing restaurants that would be deemed at risk for impairment is not
material to our consolidated financial statements.

Valuation and Recoverability of Goodwill and Trademarks
Goodwill and trademarks are not subject to amortization and goodwill has been
assigned to reporting units for purposes of impairment testing. The reporting
units are our restaurant brands. A significant amount of judgment is involved in
determining if an indicator of impairment has occurred. Such indicators may
include, among others: a significant decline in our expected future cash flows;
a sustained, significant decline in our stock price and market capitalization; a
significant adverse change in legal factors or in the business climate;
unanticipated competition; the testing for recoverability of a significant asset
group within a reporting unit; and slower growth rates. Any adverse change in
these factors could have a significant impact on the recoverability of these
assets and could have a material impact on our consolidated financial
statements. We review our goodwill and trademarks for impairment annually, as of
the first day of our fourth fiscal quarter, or more frequently if indicators of
impairment exist.

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During fiscal 2022, we elected to perform a qualitative assessment for our
annual impairment review of goodwill and trademarks to determine whether or not
indicators of impairment exist. In considering the qualitative approach related
to goodwill, we evaluated factors including, but not limited to, COVID-19,
macro-economic conditions, market and industry conditions, commodity cost
fluctuations, competitive environment, share price performance, results of prior
impairment tests, operational stability, the overall financial performance of
the reporting units and the impacts of discount rates. As it relates to
trademarks, we evaluate similar factors from the goodwill assessment, in
addition to impacts of royalty rates. Based on the results of the qualitative
assessment which considered the improvements of each of our brands' financial
performance, as well as the improved overall operating environment, no
indicators of impairment were identified. Changes in circumstances existing at
the measurement date or at other times in the future, or in the numerous
estimates associated with management's judgments and assumptions made in
assessing the fair value of our goodwill and trademarks, could result in an
impairment loss of a portion or all of our goodwill or trademarks.

Impairment of our assets, including goodwill or trademarks, adversely affects
our financial position and results of operations, and our leverage ratio for
purposes of our revolving credit agreement (Revolving Credit Agreement)
increases. A leverage ratio exceeding the maximum permitted under our Revolving
Credit Agreement would be a default under our Revolving Credit Agreement.  At
May 29, 2022, additional write-downs of goodwill, other indefinite-lived
intangible assets, or any other assets in excess of approximately $1.03 billion
would have been required to cause our leverage ratio to exceed the permitted
maximum. As our leverage ratio is determined on a quarterly basis, and due to
the seasonal nature of our business, a lesser amount of impairment in future
quarters could cause our leverage ratio to exceed the permitted maximum.

Unearned Revenues
Unearned revenues primarily represent our liability for gift cards that have
been sold but not yet redeemed. The estimated value of gift cards expected to
remain unused is recognized over the expected period of redemption as the
remaining gift card values are redeemed, generally over a period of 12 years.
Utilizing this method, we estimate both the amount of breakage and the time
period of redemption. If actual redemption patterns vary from our estimates,
actual gift card breakage income may differ from the amounts recorded. We update
our estimates of our redemption period and our breakage rate periodically and
apply that rate to gift card redemptions on a prospective basis. Changing our
breakage-rate estimates by 50 basis points would have resulted in an adjustment
in our breakage income of approximately $3.1 million for fiscal 2022.

Income Taxes
We estimate certain components of our provision for income taxes. These
estimates include, among other items, depreciation and amortization expense
allowable for tax purposes, allowable tax credits for items such as taxes paid
on reported employee tip income, effective rates for state and local income
taxes and the tax deductibility of certain other items. We adjust our annual
effective income tax rate as additional information on outcomes or events
becomes available.

Assessment of uncertain tax positions requires judgments relating to the
amounts, timing and likelihood of resolution. As described in Note 12 of the
Notes to Consolidated Financial Statements (Part II, Item 8 of this report), the
$22.2 million balance of unrecognized tax benefits at May 29, 2022, includes
$5.8 million related to tax positions for which it is reasonably possible that
the total amounts could change during the next 12 months based on the outcome of
examinations. Of the $5.8 million, $3.7 million relates to items that would
impact our effective income tax rate.

LIQUIDITY AND CAPITAL RESOURCES



Typically, cash flows generated from operating activities are our principal
source of liquidity, which we use to finance capital expenditures for new
restaurants and to remodel and maintain existing restaurants, to pay dividends
to our shareholders and to repurchase shares of our common stock. Since
substantially all of our sales are for cash and cash equivalents, and accounts
payable are generally paid in 5 to 90 days, we are typically able to carry
current liabilities in excess of current assets.

We currently manage our business and financial ratios to target an investment-grade bond rating, which has historically allowed flexible access to financing at reasonable costs. Our publicly issued long-term debt currently carries the following ratings:



•Moody's Investors Service "Baa2";
•Standard & Poor's "BBB"; and
•Fitch "BBB".

Our commercial paper has ratings of:
•Moody's Investors Service "P-2";
•Standard & Poor's "A-2"; and
•Fitch "F-2".

                                       33
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These ratings are as of the date of the filing of this report and have been
obtained with the understanding that Moody's Investors Service, Standard &
Poor's and Fitch will continue to monitor our credit and make future adjustments
to these ratings to the extent warranted. The ratings are not a recommendation
to buy, sell or hold our securities, may be changed, superseded or withdrawn at
any time and should be evaluated independently of any other rating.

On September 10, 2021, we entered into a $1 billion Revolving Credit Agreement
(Revolving Credit Agreement) with Bank of America, N.A. (BOA), as administrative
agent, and the lenders and other agents party thereto. The Revolving Credit
Agreement is a senior unsecured credit commitment to the Company and contains
customary representations and affirmative and negative covenants (including
limitations on liens and subsidiary debt and a maximum consolidated lease
adjusted total debt to total capitalization ratio of 0.75 to 1.00) and events of
default usual for credit facilities of this type. The Revolving Credit Agreement
replaced our prior $750.0 million revolving credit agreement, dated as of
October 27, 2017 and amended as of March 25, 2020. As of May 29, 2022, we had no
outstanding balances and we were in compliance with all covenants under the
Revolving Credit Agreement.

The Revolving Credit Agreement matures on September 10, 2026, and the proceeds
may be used for working capital and capital expenditures, the refinancing of
certain indebtedness, certain acquisitions and general corporate purposes. Loans
under the Revolving Credit Agreement bear interest at a rate of LIBOR plus a
margin determined by reference to a ratings-based pricing grid (Applicable
Margin), or the base rate (which is defined as the highest of the BOA prime
rate, the Federal Funds rate plus 0.500 percent, and the Eurodollar Rate plus
1.00 percent) plus the Applicable Margin. Assuming a "BBB" equivalent credit
rating level, the Applicable Margin under the Revolving Credit Agreement will be
1.000 percent for LIBOR loans and 0.000 percent for base rate loans.

As of May 29, 2022, our outstanding long-term debt consisted principally of:

•$500.0 million of unsecured 3.850 percent senior notes due in May 2027;

•$96.3 million of unsecured 6.000 percent senior notes due in August 2035;

•$42.8 million of unsecured 6.800 percent senior notes due in October 2037; and

•$300.0 million of unsecured 4.550 percent senior notes due in February 2048.



The interest rate on our $42.8 million 6.800 percent senior notes due October
2037 is subject to adjustment from time to time if the debt rating assigned to
such series of notes is downgraded below a certain rating level (or subsequently
upgraded). The maximum adjustment is 2.000 percent above the initial interest
rate and the interest rate cannot be reduced below the initial interest rate. As
of May 29, 2022, no such adjustments are made to this rate.

Through our shelf registration statement on file with the SEC, depending on
conditions prevailing in the public capital markets, we may issue equity
securities or unsecured debt securities from time to time in one or more series,
which may consist of notes, debentures or other evidences of indebtedness in one
or more offerings.

From time to time, we may repurchase our outstanding debt in privately negotiated transactions. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements and other factors.

From time to time, we enter into interest rate derivative instruments to manage interest rate risk inherent in our operations. See Note 7 of the Notes to Consolidated Financial Statements (Part II, Item 8 of this report).


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A summary of our contractual obligations and commercial commitments at May 29,
2022, is as follows:

(in millions)                                                                    Payments Due by Period
                                                                    Less Than             1-3                3-5             More Than
Contractual Obligations                            Total              1 Year             Years              Years             5 Years

Long-term debt (1)                              $ 1,513.3          $    41.6          $    83.2          $   583.2          $   805.3
Leases (2)                                        3,087.1              424.5              791.1              687.5            1,184.0
Purchase obligations (3)                            745.6              520.2              221.0                4.4                  -
Benefit obligations (4)                             395.7               33.9               71.2               76.0              214.6
Unrecognized income tax benefits (5)                 24.4                7.2                4.6               12.6                  -
Total contractual obligations                   $ 5,766.1          $ 1,027.4          $ 1,171.1          $ 1,363.7          $ 2,203.9

(in millions)                                                         

Amount of Commitment Expiration per Period


                                                   Total
                                                  Amounts           Less Than             1-3                3-5             More Than
Other Commercial Commitments                     Committed            1 Year             Years              Years             5 Years
Standby letters of credit (6)                   $   123.6          $   

123.6 $ - $ - $ - Guarantees (7)

                                      101.0               32.0               43.8               19.0                6.2
Total commercial commitments                    $   224.6          $   

155.6 $ 43.8 $ 19.0 $ 6.2

(1)Includes interest payments associated with existing long-term debt. Excludes discount and issuance costs of $10.1 million.

(2)Includes non-cancelable future operating lease and finance lease commitments.

(3)Includes commitments for food and beverage items and supplies, capital projects, information technology and other miscellaneous items.

(4)Includes expected contributions associated with our supplemental defined benefit pension plan and payments associated with our postretirement benefit plan and our non-qualified deferred compensation plan through fiscal 2032.



(5)Includes interest on unrecognized income tax benefits of $2.2 million, $1.4
million of which relates to contingencies expected to be resolved within one
year.

(6)Includes letters of credit for $104.8 million of workers' compensation and
general liabilities accrued in our consolidated financial statements and letters
of credit for $18.8 million of surety bonds related to other payments.

(7)Consists solely of guarantees associated with leased properties that have
been assigned to third parties and are primarily related to the disposition of
Red Lobster in fiscal 2015.
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Our adjusted debt to adjusted total capital ratio was 61 percent and 55 percent
as of May 29, 2022 and May 30, 2021, respectively. Based on these ratios, we
believe our financial condition is strong. We include the lease-debt equivalent
and contractual lease guarantees in our adjusted debt to adjusted total capital
ratio reported to shareholders, as we believe its inclusion better represents
the optimal capital structure that we target from period to period and because
it is consistent with the calculation of the covenant under our Revolving Credit
Agreement. For fiscal 2022 and fiscal 2021, the lease-debt equivalent includes
6.00 times the total annual minimum rent for consolidated lease obligations of
$409.8 million and $385.7 million, respectively. The composition of our capital
structure is shown in the following table:

(in millions, except ratios)                                            May 29, 2022          May 30, 2021
CAPITAL STRUCTURE

Long-term debt, excluding unamortized discount and issuance
costs and fair value hedge                                                    939.1                 938.9

Total debt                                                             $      939.1          $      938.9
Stockholders' equity                                                        2,198.2               2,813.1
Total capital                                                          $    3,137.3          $    3,752.0
CALCULATION OF ADJUSTED CAPITAL
Total debt                                                             $      939.1          $      938.9
Lease-debt equivalent                                                       2,459.0               2,314.2
Guarantees                                                                    101.0                 121.5
Adjusted debt                                                          $    3,499.1          $    3,374.6
Stockholders' equity                                                        2,198.2               2,813.1
Adjusted total capital                                                 $    5,697.3          $    6,187.7
CAPITAL STRUCTURE RATIOS
Debt to total capital ratio                                                      30  %                 25  %
Adjusted debt to adjusted total capital ratio                                    61  %                 55  %



Net cash flows provided by operating activities from continuing operations were
$1.26 billion and $1.19 billion in fiscal 2022 and 2021, respectively. Net cash
flows provided by operating activities include net earnings from continuing
operations of $954.7 million in fiscal 2022 and $632.4 million in fiscal 2021.
Net cash flows provided by operating activities from continuing operations
increased in fiscal 2022 primarily due to higher net earnings from continuing
operations.

Net cash flows used in investing activities from continuing operations were $389.0 million and $263.7 million in fiscal 2022 and 2021, respectively. Capital expenditures incurred principally for building new restaurants, remodeling existing restaurants, replacing equipment, and technology initiatives were $376.9 million in fiscal 2022, compared to $254.9 million in fiscal 2021.



Net cash flows used in financing activities from continuing operations were
$1.61 billion and $478.9 million in fiscal 2022 and 2021, respectively. Net cash
flows used in financing activities in fiscal 2022 included dividend payments of
$563.0 million and share repurchases of $1.07 billion, partially offset by
proceeds from the exercise of employee stock options. Net cash flows used in
financing activities in fiscal 2021 included repayment of $270.0 million from a
364-day term loan, dividend payments of $202.6 million and share repurchases of
$45.4 million, partially offset by proceeds from the exercise of employee stock
options.

Our defined benefit and other postretirement benefit costs and liabilities are
determined using various actuarial assumptions and methodologies prescribed
under Financial Accounting Standards Board Accounting Standards Codification
Topic 715, Compensation - Retirement Benefits and Topic 712, Compensation -
Nonretirement Postemployment Benefits. We expect to contribute approximately
$0.4 million to our supplemental defined benefit pension plan and approximately
$1.9 million to our postretirement benefit plan during fiscal 2023.

We are not aware of any trends or events that would materially affect our
capital requirements or liquidity. We believe that our internal cash-generating
capabilities, the potential issuance of equity or unsecured debt securities
under our shelf registration statement and short-term commercial paper or
drawings under our Revolving Credit Agreement should be sufficient to finance
our capital expenditures, debt maturities and other operating activities through
fiscal 2023.



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OFF-BALANCE SHEET ARRANGEMENTS

We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity, capital expenditures or capital resources.

FINANCIAL CONDITION



Our total current assets were $1.18 billion at May 29, 2022, compared with $1.87
billion at May 30, 2021. The decrease was primarily due to a decrease in cash
and cash equivalents driven by increased share repurchases in fiscal 2022.

Our total current liabilities were $1.85 billion at May 29, 2022 and May 30,
2021. Decreases in other current liabilities were offset by increases in
accounts payable and unearned revenues associated with gift card sales in excess
of gift card redemptions.

APPLICATION OF NEW ACCOUNTING STANDARDS

See Note 1 of the Notes to Consolidated Financial Statements (Part II, Item 8 of this report) for a discussion of recently issued accounting standards.

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