Red Lobster 2005 Annual Report Download - page 28

36 Darden Restaurants
The Board of Directors and Stockholders
Darden Restaurants, Inc.
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 29, 2005 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 respon-
sible 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 stan-
dards 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 disposi-
tions 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 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 29, 2005 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 29, 2005, 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 29, 2005 and
May 30, 2004, 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 29, 2005,
and our report dated July 28, 2005 expressed an unquali-
fied opinion on those consolidated financial statements.
Orlando, FL
July 28, 2005
Report of Independent Registered Public Accounting Firm
on Internal Control Over Financial Reporting