2013 Annual Report - Investor Relations - Darden Restaurants

Report of Independent Registered Public Accounting Firmon Internal Control Over Financial ReportingDardenThe Board of Directors and StockholdersDarden Restaurants, Inc.We have audited Darden Restaurants, Inc.’s internal control over financialreporting as of May 26, 2013, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations ofthe Treadway Commission (COSO). Darden Restaurants, Inc.’s management isresponsible for maintaining effective internal control over financial reportingand for its assessment of the effectiveness of internal control over financialreporting, included in the accompanying Management’s Report on InternalControl Over Financial Reporting. Our responsibility is to express an opinion onthe Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the PublicCompany Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance aboutwhether effective internal control over financial reporting was maintained inall material respects. Our audit included obtaining an understanding of internalcontrol over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. Our audit also included performingsuch other procedures as we considered necessary in the circumstances. Webelieve that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company’s internal control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles,and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company;and (3) provide reasonable assurance regarding prevention or timely detectionof unauthorized acquisition, use, or disposition of the company’s assets thatcould have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reportingmay not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.In our opinion, Darden Restaurants, Inc. maintained, in all material respects,effective internal control over financial reporting as of May 26, 2013, based oncriteria established in Internal Control – Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the PublicCompany Accounting Oversight Board (United States), the consolidated balancesheets of Darden Restaurants, Inc. and subsidiaries as of May 26, 2013 and May 27,2012, and the related consolidated statements of earnings, comprehensiveincome, changes in stockholders’ equity, and cash flows for each of the years inthe three-year period ended May 26, 2013, and our report dated July 19, 2013expressed an unqualified opinion on those consolidated financial statements.Orlando, FloridaJuly 19, 2013Certified Public AccountantsDarden Restaurants, Inc. 2013 Annual Report 33