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We have audited management’s assessment, included
in the accompanying Management’s Report on
Internal Control Over Financial Reporting, that Darden
Restaurants, Inc. maintained effective internal control
over financial reporting as of May 28, 2006 based on
criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
Darden Restaurants, Inc.’s management is responsible
for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an opinion on management’s
assessment and an opinion on the effectiveness of the
Company’s internal control over financial reporting
based on our audit.
We conducted our audit in accordance with
the standards of the Public Company Accounting
Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal
control over financial reporting was maintained in
all material respects. Our audit included obtaining
an understanding of internal control over financial
reporting, evaluating management’s assessment,
testing and evaluating the design and operating
effectiveness of internal control and performing such
other procedures as we considered necessary in the
circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and
the preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles. A company’s internal control
over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of
management and directors of the company; and (3)
provide reasonable assurance regarding prevention
or timely detection of unauthorized |
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acquisition, use,
or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the
risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that
Darden Restaurants, Inc. maintained effective internal
control over financial reporting as of May 28, 2006, is
fairly stated, in all material respects, based on criteria
established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Also, in our
opinion, Darden Restaurants, Inc. maintained, in all
material respects, effective internal control over financial reporting as of May 28, 2006, based on criteria
established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).
We also have audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the consolidated balance
sheets of Darden Restaurants, Inc. and subsidiaries as
of May 28, 2006 and May 29, 2005, and the related
consolidated statements of earnings, changes in stockholders’ equity and accumulated other comprehensive
income (loss), and cash flows for each of the years in
the three-year period ended May 28, 2006, and our
report dated July 27, 2006 expressed an unqualified
opinion on those consolidated financial statements.
Orlando, Florida
July 27, 2006
Certified Public Accountants
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