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Form 11-K DARDEN RESTAURANTS INC For: Apr 30

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October 19, 2022 1:08 PM EDT

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)
xANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. [NO FEE REQUIRED].

For the fiscal year ended April 30, 2022.
OR
 
oTRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. [NO FEE REQUIRED].
For the transition period from              to             
Commission File Number 1-13666
 
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
Darden Savings Plan
 
B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
DARDEN RESTAURANTS, INC.
1000 Darden Center Drive
Orlando, Florida 32837




DARDEN SAVINGS PLAN
Table of Contents
 
  
Page
Report of Independent Registered Public Accounting Firm1 
Statements of Net Assets Available for Benefits3 
Statements of Changes in Net Assets Available for Benefits5 
Notes to Financial Statements7 
Supplemental Schedule
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)14 



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 statement of net assets available for benefits of Darden Savings Plan (the “Plan”) as of April 30, 2022, and the related statement of changes in net assets available for benefits for the plan year ended April 30, 2022, and the related notes and schedule (collectively referred to as 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, 2022, and the changes in net assets available for benefits for the plan year ended April 30, 2022, in conformity with accounting principles generally accepted in the United States of America. The statement of net assets available for benefits of the Plan as of April 30, 2021, the related statement of changes in net assets available for benefits for the plan year ended April 30, 2021, and the related notes were audited by predecessor auditors with their unmodified opinion rendered October 21, 2021.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the 2022 financial statements based on our audit. 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 audit 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for purposes of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying schedule of assets (held at end of year) as of April 30, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s 2022 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/ Withum Smith + Brown, PC

We have served as the auditor of the Plan since 2022.

Orlando, Florida
October 19, 2022









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 statement of net assets available for benefits of the Darden Savings Plan (the Plan) as of April 30, 2021, the related statement of changes in net assets available for benefits for the year ended April 30, 2021, 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, 2021, and the changes in net assets available for benefits for the year 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 audit. 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

KPMG LLP

We served as the Plan’s auditor from 1997 to 2021.

Orlando, Florida
October 21, 2021


DARDEN SAVINGS PLAN
Statement of Net Assets Available for Benefits
April 30, 2022
 
Participant
directed
funds		Participant Directed
ESOP Funds
(Note 7)		Total
Assets:
Investments:
Investments, at fair value$793,499,018 $979,962 $794,478,980 
Common stock of Darden Restaurants, Inc. – allocated93,444,519 191,201,880 284,646,399 
Total investments886,943,537 192,181,842 1,079,125,379 
Receivables:
Employer contributions3,339,393 — 3,339,393 
Accrued dividends and interest781,466 1,612,232 2,393,698 
Notes receivable from Participants24,185,371 — 24,185,371 
Total receivables28,306,230 1,612,232 29,918,462 
Net assets available for benefits$915,249,767 $193,794,074 $1,109,043,841 
See accompanying notes to financial statements.
3

DARDEN SAVINGS PLAN
Statement of Net Assets Available for Benefits
April 30, 2021
 
Participant
directed
funds		ESOP Funds
(Note 7)		Total
Assets:
Investments:
Investments, at fair value$818,749,043 $457,930 $819,206,973 
Common stock of Darden Restaurants, Inc. – allocated107,804,427 228,298,374 336,102,801 
Total investments926,553,470 228,756,304 1,155,309,774 
Receivables:
Employer contributions4,259,800 — 4,259,800 
Receivable for investments sold— 1,464,128 1,464,128 
Accrued dividends and interest646,906 1,381,244 2,028,150 
Notes receivable from Participants21,104,757 — 21,104,757 
Total receivables26,011,463 2,845,372 28,856,835 
Total assets952,564,933 231,601,676 1,184,166,609 
Net assets available for benefits$952,564,933 $231,601,676 $1,184,166,609 
See accompanying notes to financial statements.

4

DARDEN SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended April 30, 2022
 
Participant
directed
funds		Participant Directed ESOP Funds
(Note 7)		Total
Additions (deductions) to net assets attributed to:
Investment loss:
Net depreciation in fair value of investments$(66,600,217)$(23,483,362)$(90,083,579)
Dividends and interest7,088,708 6,634,125 13,722,833 
Net investment loss(59,511,509)(16,849,237)(76,360,746)
Notes receivable from Participants:
Interest1,158,168 — 1,158,168 
Contributions:
Participants69,363,926 — 69,363,926 
Employer58,402,085 — 58,402,085 
Total contributions127,766,011 — 127,766,011 
Total additions (deductions)69,412,670 (16,849,237)52,563,433 
Additions (deductions) to net assets attributed to:
Benefits paid to participants(107,878,207)(18,531,389)(126,409,596)
Administrative expenses(930,893)(345,712)(1,276,605)
Transfers between funds2,081,263 (2,081,263)— 
Total deductions(106,727,837)(20,958,364)(127,686,201)
Net decrease(37,315,167)(37,807,601)(75,122,768)
Net assets available for benefits:
Beginning of year952,564,933 231,601,676 1,184,166,609 
End of year$915,249,766 $193,794,075 $1,109,043,841 
See accompanying notes to financial statements.
5

DARDEN SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended April 30, 2021
 
Participant
directed
funds		ESOP Funds
(Note 7)		Total
Additions to net assets attributed to:
Investment loss:
Net depreciation in fair value of investments$277,209,052 $120,730,335 $397,939,387 
Dividends and interest8,358,913 2,479,975 10,838,888 
Net investment loss 285,567,965 123,210,310 408,778,275 
Notes receivable from Participants activity during the year:
Interest1,386,664 — 1,386,664 
Total notes receivable from Participants activity1,386,664 — 1,386,664 
Contributions:
Participants50,546,646 50,546,646 
Employer19,752,800 — 19,752,800 
Total contributions70,299,446 — 70,299,446 
Total additions (deletions) 357,254,075 123,210,310 480,464,385 
Deductions from net assets attributed to:
Benefits paid to participants(121,208,256)(17,693,233)(138,901,489)
Administrative expenses(1,505,376)(72,488)(1,577,864)
Transfers between funds5,598,089 (5,598,089)— 
Total deductions(117,115,543)(23,363,810)(140,479,353)
Net increase240,138,532 99,846,500 339,985,032 
Net assets available for benefits:
Beginning of year712,426,401 131,755,176 844,181,577 
End of year$952,564,933 $231,601,676 $1,184,166,609 
See accompanying notes to financial statements.
6
DARDEN SAVINGS PLAN
Notes to Financial Statements
April 30, 2022 and 2021
 
(1)Description of the Plan
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 established as of June 1, 1973, but was 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 $20,500 in 2022 and $19,500 in 2021. 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 2022 and 2021.
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, up to IRS limits.
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, 2021, July 1, 2021, October 1, 2021, and January 1, 2022, the Company made matching contributions of 120% of an employee’s contributions, up to the first 6% of eligible compensation contributed to the Plan. For the calendar quarter beginning April 1, 2022, the Company made a matching contribution of 80% 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. Current Company Matching Contributions are invested in accordance with participant investment elections through the non-ESOP portion of the Plan.
DSP Retirement Plus Contribution ("RPC")
Eligible employees need not make contributions to the Plan to be eligible to receive RPCs. 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% up to and including 1.5% of eligible compensation. During plan year 2022, 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 are made only through the non-ESOP component of the Plan. Current RPCs are invested 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.
7
DARDEN SAVINGS PLAN
Notes to Financial Statements
April 30, 2022 and 2021
Distributions and In-Service Withdrawals
Active employees may take hardship and DSP Advantage withdrawals from the Plan, subject to certain limitations as 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, an eligible rollover to another qualified plan or to leave their account in the Plan. The Plan charges a quarterly fee of $9.50 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 where full vesting may apply as prescribed by the Plan) 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 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 were also automatically reinvested in participants’ ESOP accounts unless a participant 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
Principal Financial Group (Trustee) currently serves as trustee and recordkeeper of the Plan. Wells Fargo Institutional Retirement and Trust, a business unit of Wells Fargo Bank, N.A, served as trustee and record keeper of the plan prior to April 15, 2021. The migration of the Darden Company Stock Funds from Wells Fargo Institutional Retirement and Trust to Principal Financial Group was completed on February 19, 2022.
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 acts 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 supplemental schedule.
8
DARDEN SAVINGS PLAN
Notes to Financial Statements
April 30, 2022 and 2021
As of April 30, 2022 and 2021, 26% and 29% of the Plan’s investments are in the common stock of the Company, respectively. 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 $500 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, 2022, interest rates ranged from 4.25% to 9.50% and loans mature through April 21, 2037. 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.

(3)Forfeitures
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 2022 and 2021 Plan years, $917,680 and $1,141,071, respectively, of forfeitures were used to pay administrative expenses of the Plan. Additionally, during the 2022 Plan year, $857,020 in forfeitures were used to offset employer contributions. Forfeited funds were not used for any other reason during Plan years 2022 and 2021. Additionally, as of April 30, 2022 and 2021 forfeitures available for future use totaled $1,161,081 and $482,813, respectively.

(4)Choice of Investments
All contributions may be directed to 20 basic investment alternatives: Columbia Trust Stable Government I-0 Fund, BlackRock Advantage Small Cap Core Fund, TS&W Collective/International Large Cap Equity Fund, Vanguard Institutional Index Fund, Vanguard Target Retirement 2065 Trust II Fund, Vanguard Target Retirement 2060 Trust II Fund, Vanguard Target Retirement 2055 Trust II Fund, Vanguard Target Retirement 2050 Trust II Fund, Vanguard Target Retirement 2045 Trust II Fund, Vanguard Target Retirement 2040 Trust II Fund, Vanguard Target Retirement 2035 Trust II Fund, Vanguard Target Retirement 2030 Trust II Fund, Vanguard Target Retirement 2025 Trust II Fund, Vanguard Target Retirement 2020 Trust II Fund, Vanguard Target Retirement 2015 Trust II Fund, Vanguard Institutional Target Retirement Income Trust II Fund, Vanguard Total Bond Market Index Fund, Vanguard Extended Market Index Fund, Vanguard Total International Stock Index Institutional Fund, and Darden Common Stock.

9
DARDEN SAVINGS PLAN
Notes to Financial Statements
April 30, 2022 and 2021
(5)Fair Value Measurement
Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820, Fair Value Measurement and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement (including the Academy’s own assumptions in determining the fair value of investments).
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
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 at net asset value 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. 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, 2022:
Fair value
of assets
at April 30, 2022
Quoted prices
in active
markets for
identical assets
(Level 1)		Significant
other
observable
inputs
(Level 2)		Significant
unobservable
inputs
(Level 3)
Darden common stock$284,646,399 $284,646,399 $— $— 
Short-term investments5,022,617 5,022,617 — — 
Mutual funds258,338,517 258,338,517 — — 
Common collective trust531,117,846 — 531,117,846 — 
Total$1,079,125,379 $548,007,533 $531,117,846 $— 
 
 
10
DARDEN SAVINGS PLAN
Notes to Financial Statements
April 30, 2022 and 2021
The following table summarizes the fair values of financial instruments measured at fair value on a recurring basis at April 30, 2021:
Fair value
of assets
at April 30, 2021
Quoted prices
in active
markets for
identical assets
(Level 1)		Significant
other
observable
inputs
(Level 2)		Significant
unobservable
inputs
(Level 3)
Darden common stock$336,102,801 $336,102,801 $— $— 
Short-term investments2,700,753 2,700,753 — — 
Mutual funds$290,522,131 290,522,131 — — 
Common collective trust525,984,089 — 525,984,089 — 
Total$1,155,309,774 $629,325,685 $525,984,089 $— 
For the years ended April 30, 2022 and 2021, 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, 2022 and 2021, the fair value of the shares held in the non-ESOP Fund participant directed accounts was $93,444,519 (709,364 shares) and $107,804,427 (734,763 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. This fund has short term investments within.

(7)ESOP Funds
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 ESOP fund and increase the net assets of the participant directed funds. These contributions were included as transfers between funds on the accompanying statements of changes in net assets available for benefits.
At April 30, 2022 and 2021, the Darden ESOP Fund consists of 1,451,468 and 1,556,014 shares, respectively, of Darden's common stock. Of the total shares held by the Darden ESOP Fund, 1,451,468 shares at April 30, 2022 and 1,556,014 shares at April 30, 2021 of Darden's common stock have been allocated to individual participant accounts. At April 30, 2022, the fair value of the 1,451,468 allocated Company shares was $191,201,880. At April 30, 2021, the fair value of the 1,556,014 allocated Company shares was $228,298,374.
The Darden ESOP Fund had one promissory note payable to the Company (Original Loan) and was paid off in December 2019.    

(8)Party-in-Interest Transactions
Certain Plan investments are in common stock of the Company and a short-term investment 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 $1,383,328 and $1,625,599 for the years ended April 30, 2022 and 2021, respectively.
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
11
DARDEN SAVINGS PLAN
Notes to Financial Statements
April 30, 2022 and 2021
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 $273,011 and $316,412 for the years ended April 30, 2022 and 2021, 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:
20222021
Net assets available for benefits per the accompanying financial statements$1,109,043,841 $1,184,166,609 
Notes receivable from Participants – deemed distributions(2,303,153)(616,445)
Net assets available for benefits per Form 5500$1,106,740,688 $1,183,550,164 

The following is a reconciliation of total deductions to net assets, net, per the accompanying financial statements to Form 5500:
20222021
Total deductions per the accompanying financial statements$127,686,201 $140,479,353 
Deemed distributed notes receivable from Participants offset by total distributions1,686,708 (675,409)
Total deductions per Form 5500$129,372,909 $139,803,944 
    
    Amounts allocated to deemed distributions of notes receivable from Participants are recorded, in accordance with the Plan Document, 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.

(10)Tax Status
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, 2022 and April, 30, 2021. 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, 2022 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.

12
DARDEN SAVINGS PLAN
Notes to Financial Statements
April 30, 2022 and 2021
(11) Plan Termination
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.

(12) Subsequent Events
The Darden Savings Plan was amended and restated effective May 1, 2022. The Plan was amended to lower participation eligibility age to 18 (from age 21), increase deferral limit to 75% of eligible compensation (from 25%), and allow for Roth 401k contributions and flexible payout distributions.

13

DARDEN SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
April 30, 2022
 
IssuerFace amount
or number
of units		Current
value
Darden Common Stock*2,160,832 $284,646,399 
Short-term Investments
AllSpring Government Money Market Fund*5,022,617 5,022,617 
Mutual funds
Vanguard Institutional Index Fund408,725 143,172,418 
BlackRock Advantage Small Cap Core Fund2,600,669 39,998,284 
Vanguard Total Bond Market Index Fund2,482,504 24,924,338 
Vanguard Extended Market Index I Fund368,374 41,383,087 
Vanguard Total International Stock Index Fund73,720 8,860,390 
Total5,933,992 258,338,517 
Common collective trust
Columbia Trust Stable Government I-0 Fund4,425,629 52,797,752 
TS&W Collective/International Large Cap Equity Fund2,544,073 28,942,642 
Vanguard Target Retirement 2065 Fund81,438 2,505,042 
Vanguard Target Retirement 2060 Fund369,176 18,444,012 
Vanguard Target Retirement 2055 Fund688,555 43,592,432 
Vanguard Target Retirement 2050 Fund1,458,787 68,956,877 
Vanguard Target Retirement 2045 Fund1,818,841 85,376,387 
Vanguard Target Retirement 2040 Fund1,250,678 57,243,547 
Vanguard Target Retirement 2035 Fund1,556,245 67,696,678 
Vanguard Target Retirement 2030 Fund873,463 36,641,769 
Vanguard Target Retirement 2025 Fund990,682 41,093,486 
Vanguard Target Retirement 2020 Fund411,576 16,697,633 
Vanguard Target Retirement 2015 Fund150,591 5,803,765 
Vanguard Institutional Target Retirement Income Fund133,613 5,325,824 
Total16,753,347 531,117,846 
Notes receivable from Participants outstanding – interest rates ranging from 4.25% – 9.50% with varying maturities*4,412 24,185,371 
Total$1,103,310,750 
*Party-in-interest
See accompanying report of independent registered public accounting firm.

14


EXHIBIT INDEX
 


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, 2022 By:/s/ Pam Price
 Pam Price, Chairperson
 Benefit Plans Committee
 Darden Restaurants, Inc.




ATTACHMENTS / EXHIBITS

EX-23.1

EX-23.2


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