DARDEN RESTAURANTS INC
10-K405, EX-99, 2000-08-21
EATING PLACES
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                                   EXHIBIT 99

                              CAUTIONARY STATEMENTS
                                    UNDER THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

<PAGE>
                                                                     EXHIBIT 99

CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

From  time  to  time  Darden   Restaurants,   Inc.  (the   "Company")   and  its
representatives may make written or oral forward-looking statements with respect
to the Company's  future  performance,  plans and objectives,  long-term  goals,
forecasts of market trends and other matters.  Such  statements may be contained
in the Company's  filings with the  Securities and Exchange  Commission,  in the
Company's  press  releases,  in  other  written  communications,   and  in  oral
statements made by or with the approval of an authorized officer of the Company.
The words or phrases "will likely result",  "are expected to", "will  continue",
"is anticipated",  "estimate", "project" and similar expressions are intended to
identify  such  forward-looking  statements  within the  meaning of the  Private
Securities  Litigation  Reform Act of 1995,  as  codified  in Section 27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934,
as amended from time to time (the "Act").

In  connection  with the "safe  harbor"  provisions  of the Act,  the Company is
filing the following cautionary statements to identify important factors,  risks
and  uncertainties  that  could  cause the  Company's  actual  results to differ
materially  from those  projected in  forward-looking  statements made by, or on
behalf  of,  the  Company.  These  cautionary  statements  are to be  used  as a
reference in connection with any such forward looking  statements.  The factors,
risks  and  uncertainties  identified  in  these  cautionary  statements  are in
addition to those contained in any other cautionary statements, written or oral,
which may be made or otherwise  addressed in connection  with a  forward-looking
statement.  Because  of these  factors,  risks and  uncertainties,  the  Company
cautions  its  audience  against  placing  undue  reliance  on   forward-looking
statements,  which speak  solely as of the date made.  The Company  specifically
declines to undertake  any  obligation  to modify or revise any  forward-looking
statement  to take  into  account  or  otherwise  reflect  subsequent  events or
circumstances arising after the date that the forward-looking statement was made
by, or on behalf of, the Company.

The following factors, risks and uncertainties,  have affected, and may continue
to affect, the operating results of the Company and the environment within which
the Company conducts its business.

COMPETITION.  The casual dining sector of the  restaurant  industry is intensely
competitive with respect to price, service,  location,  personnel,  and type and
quality  of food.  The  Company  competes  with  national,  regional  and  local
organizations  primarily  through the quality,  variety and value  perception of
food  products  offered.  The number and  location of  restaurants,  quality and
efficiency  of  service,  attractiveness  of  facilities  and  effectiveness  of
advertising  and  marketing  programs are also  important  factors.  The Company
anticipates that intense competition will continue in all of these areas.

ECONOMIC,  MARKET  AND  OTHER  CONDITIONS.  The  casual  dining  sector  of  the
restaurant  industry  is  affected by changes in  national,  regional  and local
economic  conditions,  consumer  preferences and spending patterns,  demographic
trends, consumer perceptions of food safety,  weather,  traffic patterns and the
type, number and location of competing  restaurants.  Factors such as inflation,
food costs,  labor and benefit  costs,  legal claims,  and the  availability  of
management  and  hourly   employees  also  affect   restaurant   operations  and
administrative  expenses. The ability of the Company to undertake new restaurant
development,  as well as improvements and additions to existing restaurants,  is
affected  by economic  conditions,  including  interest  rates,  and  government
policies  impacting land and construction costs and the cost and availability of
borrowed funds.

CHANGES  IN  FOOD  AND  OTHER  COSTS.  The   profitability  of  the  Company  is
significantly  dependent  on its ability to  anticipate  and react to changes in
food,  labor,  employee  benefits  and similar  costs over which the Company has
little  control.  The  Company is subject to the risk of possible  shortages  or
interruptions  in supply  caused by adverse  weather or other  conditions  which
could adversely  affect the  availability  and cost of such items.  While in the
past  management  has generally  been able to  anticipate  and react to changing
costs  without  a  material  adverse  effect on  profitability,  there can be no
assurance that it will be able to do so in the future.

IMPORTANCE OF LOCATIONS.  The success of the Company's  restaurants is dependent
in  substantial  part  on  location.  There  can be no  assurance  that  current
locations  will  continue to be  attractive,  as  demographic  patterns  change.
Possible declines in neighborhoods  where  restaurants are located,  or economic
conditions  surrounding  those  neighborhoods,  could result in reduced sales in
those locations.

<PAGE>

GOVERNMENT  REGULATION.  The  Company is subject to various  federal,  state and
local laws affecting its business.  The development and operation of restaurants
depend to a  significant  extent on the selection  and  acquisition  of suitable
sites, which are subject to zoning, land use,  environmental,  traffic and other
regulations.  Restaurant operations are also subject to licensing and regulation
by state and  local  departments  relating  to  health,  sanitation  and  safety
standards,  federal  and state labor laws  (including  applicable  minimum  wage
requirements,   overtime,   working  and  safety  conditions,   and  citizenship
requirements),  federal and state laws which prohibit  discrimination  and other
laws  regulating the design and operation of  facilities,  such as the Americans
With  Disabilities  Act of 1990.  The Company  cannot  predict the effect on its
operations of these laws and  regulations or the future  enactment of additional
legislation regulating these and other areas.

GROWTH PLANS. There can be no assurance that the Company will be able to achieve
its  growth  objectives  or that new  restaurants  opened  or  acquired  will be
profitable.  The opening and success of restaurants  depends on various factors,
including  the  identification  and  availability  of suitable and  economically
viable  locations,  sales levels at existing  restaurants,  the  negotiation  of
acceptable lease or purchase terms for new locations,  permitting and regulatory
compliance,  the ability to meet construction schedules,  ability of the Company
to hire and train  qualified  management  personnel,  and general  economic  and
business conditions.



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