Red Lobster 2012 Annual Report Download - page 37

Darden Restaurants, Inc. 2012 Annual Report 33
Report of Independent Registered Public Accounting Firm
on Internal Control Over Financial Reporting
Darden
The Board of Directors and Stockholders
Darden Restaurants, Inc.
We have audited Darden Restaurants, Inc.’s internal control over financial reporting
as of May 27, 2012, 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 assess-
ment of the effectiveness of internal control over financial reporting, included in
the accompanying Management’s Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on 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, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included 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 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, Darden Restaurants, Inc. maintained, in all material respects,
effective internal control over financial reporting as of May 27, 2012, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
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. as of May 27, 2012 and May 29, 2011, and
the related consolidated statements of earnings, comprehensive income, changes
in stockholders’ equity, and cash flows for each of the years in the three-year
period ended May 27, 2012, and our report dated July 20, 2012 expressed an
unqualified opinion on those consolidated financial statements.
Orlando, Florida
July 20, 2012
Certified Public Accountants