Report of Management Responsibilities

The management of Darden Restaurants, Inc. is responsible for the fairness and accuracy of the consolidated financial statements. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, using management’s best estimates and judgments where appropriate. The financial information throughout this report is consistent with our consolidated financial statements.
     Management has established a system of internal controls that provides reasonable assurance that assets are adequately safeguarded, and transactions are recorded accurately, in all material respects, in accordance with management’s authorization. We maintain a strong audit program that independently evaluates the adequacy and effectiveness of internal controls. Our internal controls provide for appropriate separation of duties and responsibilities, and there are documented policies regarding utilization of our assets and proper financial reporting. These formally stated and regularly communicated policies set high standards of ethical conduct for all employees.
     The Audit Committee of the Board of Directors meets at least quarterly to determine that management, internal auditors, and independent auditors are properly discharging their duties regarding internal control and financial reporting. The independent auditors, internal auditors, and employees have full and free access to the Audit Committee at any time.
     KPMG LLP, independent certified public accountants, are retained to audit our consolidated financial statements. Their report follows.



Joe R. Lee
Chairman of the Board and
Chief Executive Officer



Independent Auditors’ Report

The Board of Directors and Stockholders
Darden Restaurants, Inc.


We have audited the accompanying consolidated balance sheets of Darden Restaurants, Inc. and subsidiaries as of May 25, 2003, and May 26, 2002, and the related consolidated statements of earnings, changes in stockholders’ equity and accumulated other comprehensive income, and cash flows for each of the years in the three-year period ended May 25, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
     We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Darden Restaurants, Inc. and subsidiaries as of May 25, 2003, and May 26, 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended May 25, 2003, in conformity with accounting principles generally accepted in the United States of America.



Orlando, Florida
June 17, 2003