content_image/16636.jpg content_image/16635.jpg
## REPORT OF MANAGEMENT RESPONSIBILITIES 

The management of Darden Restaurants, Inc. is responsible for the fairness and accuracy of the conso lidated financial statements. The consolidated financial statem ents have been prepared in accor- dance with U.S. generally accepted accounting principles, 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 pro- vides reasonable assurance that assets are adequately safeguarded, and transactions are recorded accura tely, in all material respects, in accordance with managements authorization. We maintain a strong audit program that independently evaluates the adequacy and effectiveness of internal controls. Our internal controls provide for appropriate segregation of duties and responsibilities, and there are documented policies regarding utilization of our assets and proper financial reporting. These formally stated and regularly communi- cated policies set high standards of ethical conduct for all employees. 

The Audit Committee ofthe Board of Directors meets at least quarterly to determine that management, internal auditors, and the independent registered public accounting firm are properly discharging their duties regarding internal control and financial reporting. The independent registered public accounting firm, internal auditors, and employees have full and free access to the Audit Committee at any time. 

KPMG LLP, an independent registered public accounting firm, is retained to audit our consolidated financial statements. Their report follows. 

<img src='content_image/16636.jpg'>

## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

## 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 30,2004, and May 25, 2003, and the related consolidated statements of earnings, changes in stockholders' equity and accumulated other comprehen- sive income (loss), and cash flows for each of the years in the three- year period ended May 30, 2004. 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 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 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 30, 2004, and May 25,2003, and the results of their operations and their cash flows for each of the years in the three-year period ended May 30,2004, in conformity with U.S. generally accepted accounting principles. 

<img src='content_image/16635.jpg'>

Tampa, Florida June 18, 2004 

