DARDEN RESTAURANTS INC
10-K405, EX-13, 2000-08-21
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                                   EXHIBIT 13

                 PORTIONS OF 2000 ANNUAL REPORT TO STOCKHOLDERS
                       (incorporated by reference herein)

<PAGE>
                                                                     EXHIBIT 13

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 22

MANAGEMENT'S DISCUSSION OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Darden  Restaurants,  Inc.  (Darden or the Company)  operates 1,139 Red Lobster,
Olive Garden,  Bahama Breeze and Smokey Bones restaurants in the U.S. and Canada
and licenses 35  restaurants  in Japan.  All of the  restaurants in the U.S. and
Canada are operated by the Company with no franchising.

     This discussion should be read in conjunction with the business information
and the consolidated  financial  statements and related notes found elsewhere in
this report. Darden's fiscal year ends on the last Sunday in May.

REVENUES

Total revenues in 2000 (52 weeks) were $3.70 billion,  a seven percent  increase
from 1999 (52 weeks).  Total revenues in 1999 were $3.46 billion, a five percent
increase from 1998 (53 weeks).

COSTS AND EXPENSES

Food and beverage  costs for 2000 were 32.4 percent of sales,  a decrease of 0.4
percentage  points from 1999 and a decrease of 0.6 percentage  points from 1998.
The lower level of food and beverage  costs for 2000,  as a percentage of sales,
is primarily attributable to pricing, margin improving initiatives such as waste
reduction,  and a lower- margin  promotion  run by Red Lobster  during the first
quarter last year.

     Restaurant  labor  decreased in 2000 to 31.9  percent of sales  compared to
32.3 percent of sales in 1999 and 1998 primarily due to  efficiencies  resulting
from higher sales volumes.

     Restaurant  expenses (primarily lease expenses,  property taxes,  utilities
and  workers'  compensation  costs)  decreased  in 2000 to 14.1 percent of sales
compared to 14.3 percent in 1999 and 14.7 percent in 1998  primarily as a result
of higher sales volumes and the fixed  component of these expenses which are not
impacted by higher sales volumes.

     Selling,  general and  administrative  expenses  decreased  in 2000 to 10.3
percent of sales  compared to 10.4 percent in 1999 and 10.9 percent in 1998. The
decreases in 2000 and 1999 in  comparison  to 1998 are  principally  a result of
reduced  marketing  expenses as a percent of sales  offset by  additional  labor
costs associated with new concept expansion and development.

     Depreciation  and  amortization  expense  of 3.5  percent  of sales in 2000
decreased from 3.6 percent in 1999 and 3.8 percent in 1998 primarily as a result
of increased sales levels.  Interest expense was comparable from year to year at
0.6 percent of sales.

INCOME FROM OPERATIONS

Pre-tax earnings before net  restructuring and asset impairment credit increased
by 29.2 percent in 2000 to $268.0  million,  compared to $207.4  million in 1999
and $153.7  million in 1998.  The  increase in 2000 was mainly  attributable  to
annual  same-restaurant  sales  increases  in the U.S.  for both Red Lobster and
Olive Garden totaling 7.6 percent and 7.2 percent, respectively. The increase in
1999 was mainly  attributable to annual  same-restaurant  sales increases in the
U.S. for both Red Lobster and Olive Garden totaling 7.4 percent and 9.0 percent,
respectively.  Red Lobster and Olive Garden have enjoyed ten and 23  consecutive
quarters of U.S. same-restaurant sales increases, respectively.

PROVISION FOR INCOME TAXES

The effective tax rate for 2000 before net  restructuring  and asset  impairment
credit was 35.4  percent  compared to 34.8  percent in 1999 and 33.8  percent in
1998.  The increase in the  effective  tax rates each year is a result of higher
annual pre-tax earnings.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 23

NET EARNINGS AND NET EARNINGS PER SHARE BEFORE RESTRUCTURING AND ASSET
IMPAIRMENT CREDIT, NET

Net earnings before net  restructuring  and asset impairment  credit for 2000 of
$173.1 million, or $1.31 per diluted share, increased 27.9 percent,  compared to
1999 net earnings before  restructuring credit of $135.3 million or 96 cents per
diluted  share.  1999 net  earnings  before  restructuring  credit  increased 33
percent,  compared to net  earnings  for 1998 of $101.7  million or 67 cents per
diluted share.

NET EARNINGS AND NET EARNINGS PER SHARE

Net earnings after net  restructuring  and asset  impairment  credit for 2000 of
$176.7 million ($1.34 per diluted share) compared with 1999's net earnings after
restructuring  credit of $140.5  million (99 cents per diluted share) and 1998's
net earnings of $101.7 million (67 cents per diluted share).

     During 1997,  an after-tax  restructuring  and asset  impairment  charge of
$145.4 million (93 cents per diluted share) was taken related to  low-performing
restaurant  properties  in the U.S.  and  Canada  and  other  long-lived  assets
including those  restaurants that have been closed.  The pre-tax charge included
approximately  $160.7  million  of  non-cash  charges  primarily  related to the
write-down of buildings and equipment to net realizable value and  approximately
$69.2  million of charges to be  settled in cash  related to  carrying  costs of
buildings  and equipment  prior to their  disposal,  lease  buy-out  provisions,
employee  severance and other costs. Cash required to carry out these activities
is being provided by operations and the sale of closed properties.

     After-tax restructuring credits of $5.2 million and $5.2 million were taken
in the fourth quarter of 2000 and 1999,  respectively,  as the Company  reversed
portions of its 1997 restructuring  liability.  The reversals primarily resulted
from favorable lease  terminations in 2000 and due to the Company's  decision to
close  fewer  restaurants  than  identified  for  closure as part of the initial
restructuring  action in 1999.  The credits had no effect on the Company's  cash
flow.

     During 2000, an after-tax asset impairment charge of $1.6 million was taken
in the  fourth  quarter  related  to  additional  write-downs  of the  value  of
properties held for disposition.

FINANCIAL CONDITION

Short-term debt totaled $115.0 million as of May 28, 2000, up from $23.5 million
at May 30, 1999. The increase resulted primarily from increased share repurchase
activity due to favorable  Company stock prices during 2000 as well as increased
spending on land, buildings and equipment.

LIQUIDITY AND CAPITAL RESOURCES

The Company intends to manage its business and its financial  ratios to maintain
an investment grade bond rating,  which allows access to financing at reasonable
costs.  Currently,  the Company's  publicly issued long-term debt carries "Baa1"
(Moody's Investor Services,  Inc.),  "BBB+" (Standard & Poor's  Corporation) and
"BBB+"  (Fitch)  ratings.  The Company's  commercial  paper has ratings of "P-2"
(Moody's), "A-2" (Standard & Poor's) and "F-2" (Fitch).

     Darden's long-term debt includes $150 million of 6.375 percent notes due in
February  2006 and $100 million of unsecured  7.125  percent  debentures  due in
February 2016. The effective  annual interest rate is 7.57 percent for the notes
and 7.82 percent for the debentures, after consideration of loan costs, issuance
discounts, and interest-rate swap termination costs.

     Darden's  long-term debt also includes a $66.9 million commercial bank loan
with an outstanding  principal balance of $52.6 million as of May 28, 2000, that
is used to support two loans from the Company to the  Employee  Stock  Ownership
Plan portion of the Darden Savings Plan.

     Commercial paper is the primary source of short-term financing. Bank credit
lines are maintained to ensure  availability of short-term funds on an as-needed
basis. Available fee-paid credit lines, all of which are unused at May 28, 2000,
total $300 million.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 24

     The Company's  adjusted  debt-to-total  capital ratio (which  includes 6.25
times the total annual  restaurant  minimum rent and 3.00 times the total annual
restaurant  equipment minimum rent as a component of debt and total capital) was
42 percent and 39 percent at May 28, 2000, and May 30, 1999,  respectively.  The
Company's  fixed-charge  coverage ratio, which measures the number of times each
year that the Company earns enough to cover its fixed  charges,  amounted to 7.1
times at May 28, 2000, and 6.2 times at May 30, 1999. Based on these ratios, the
Company believes its financial  condition remains strong. The composition of the
Company's capital structure is shown in the following table.
<TABLE>
<CAPTION>
$ In millions                                                               May 28, 2000          May 30, 1999
--------------------------------------------------------------------------------------------------------------------
CAPITAL STRUCTURE
<S>                                                                         <C>                   <C>
Short-term debt                                                               $   115.0             $    23.5
Long-term debt                                                                    306.6                 316.5
--------------------------------------------------------------------------------------------------------------------
Total debt                                                                        421.6                 340.0
Stockholders' equity                                                              960.5                 964.0
--------------------------------------------------------------------------------------------------------------------
Total capital                                                                 $ 1,382.1             $ 1,304.0
====================================================================================================================
====================================================================================================================
ADJUSTMENTS TO CAPITAL
Leases-debt equivalent                                                            264.8                 266.0
Adjusted total debt                                                               686.4                 606.0
Adjusted total capital                                                        $ 1,646.9             $ 1,570.0
Debt-to-total capital ratio                                                        31%                   26%
Adjusted debt-to-adjusted total capital ratio                                      42%                   39%
====================================================================================================================
</TABLE>

     On July 13,  2000,  the Company  filed a  registration  statement  with the
Securities  and Exchange  Commission.  The purpose of the filing was to register
$500 million of debt securities using a shelf registration  process.  Under this
process,  the Company may offer,  from time to time,  up to $500 million of debt
securities.

     In 2000,  1999,  and 1998,  the Company  declared  eight cents per share in
annual  dividends paid in two  installments.  In March 2000, the Company's Board
approved an additional authorization for the ongoing stock buy-back plan whereby
the Company may purchase on the open market up to 20.0 million additional shares
of Darden common stock. This buy-back authorization is in addition to previously
approved  authorizations  by the Board  covering open market  purchases of up to
44.6 million shares of Darden common stock. In 2000, 1999, and 1998, the Company
purchased treasury stock totaling $202 million,  $228 million, and $171 million,
respectively.  As of May 28, 2000, 44.1 million shares have been purchased under
the stock buy-back plan.

     The Company generated $337 million,  $348 million and $236 million in funds
from operating activities during 2000, 1999, and 1998, respectively. The Company
requires capital  principally for building new restaurants,  replacing equipment
and remodeling existing  restaurants.  Capital expenditures were $269 million in
2000,  compared to $124 million in 1999, and $112 million in 1998. The increased
expenditures  in 2000 resulted  primarily from new restaurant  growth as well as
remodeling activity at Olive Garden and Red Lobster restaurants. The 2000, 1999,
and  1998  capital   expenditures,   treasury   stock   purchases  and  dividend
requirements  were financed  primarily  through the issuance of commercial paper
and  internally  generated  funds.  This has  resulted in the  Company  carrying
current liabilities in excess of current assets.

YEAR 2000

During 2000 and 1999, the Company addressed a matter commonly referred to as the
"Year  2000"  issue.  The  Company  implemented  extensive  testing  of its  own
date-sensitive  systems and also  assessed  the year 2000  compliance  status of
third  parties such as  suppliers,  banks,  vendors and others with whom it does
significant business. As of the end of 2000, the Company had spent approximately
$3.4  million  on the Year 2000  issue.  The  Company  has not  experienced  any
material Year 2000

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 25

problems nor does it believe there will be any future material adverse impact to
the Company's business, operations or financial position as a result of the Year
2000 issue.

FORWARD-LOOKING STATEMENTS

Certain  information  included in this report and other materials filed or to be
filed by the Company with the  Securities  and Exchange  Commission  (as well as
information included in oral statements or written statements made or to be made
by the  Company)  may contain  statements  that are  forward-looking  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended.  Such statements include
information   relating  to  current   expansion  plans,   business   development
activities, and Year 2000 compliance.  Such forward-looking information is based
on  assumptions   concerning   important  risks  and  uncertainties  that  could
significantly  affect anticipated results in the future and,  accordingly,  such
results may differ from those expressed in any  forward-looking  statements made
by or on behalf of the Company.  These risks and uncertainties  include, but are
not limited to,  those  relating to real  estate  development  and  construction
activities,  the  issuance  and renewal of licenses  and permits for  restaurant
development and operation, economic conditions, changes in federal or state laws
or the  administration  of such laws,  and the Year 2000 readiness of suppliers,
banks, vendors and others having a direct or indirect business relationship with
the Company.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 26

INDEPENDENT AUDITORS' REPORT

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 28, 2000, and May 30, 1999, and the
related consolidated  statements of earnings,  changes in stockholders'  equity,
and cash  flows for each of the  years in the  three-year  period  ended May 28,
2000. 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  auditing  standards  generally
accepted in the United States of America.  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 28, 2000, and May 30, 1999, and the
results  of their  operations  and their cash flows for each of the years in the
three-year  period ended May 28, 2000, in conformity with accounting  principles
generally accepted in the United States of America.

/s/ KPMG LLP

Orlando, Florida
June 20, 2000,
  except as to Note 18, which is as of July 13, 2000

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 27

CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
                                                                                Fiscal Year Ended
--------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)                            May 28, 2000      May 30, 1999     May 31, 1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>              <C>
Sales                                                             $ 3,701,256       $ 3,458,107      $ 3,287,017
Costs and Expenses:
   Cost of sales:
     Food and beverage                                              1,199,709         1,133,705        1,083,629
     Restaurant labor                                               1,180,090         1,117,401        1,062,490
     Restaurant expenses                                              521,159           493,811          482,311
--------------------------------------------------------------------------------------------------------------------
       Total Cost of Sales                                        $ 2,900,958       $ 2,744,917      $ 2,628,430
   Selling, general and administrative                                379,470           360,909          358,542
   Depreciation and amortization                                      130,464           125,327          126,289
   Interest, net                                                       22,388            19,540           20,084
   Restructuring and asset impairment credit, net                      (5,931)           (8,461)
--------------------------------------------------------------------------------------------------------------------
         Total Costs and Expenses                                 $ 3,427,349       $ 3,242,232      $ 3,133,345
--------------------------------------------------------------------------------------------------------------------
Earnings before Income Taxes                                          273,907           215,875          153,672
Income Taxes                                                           97,202            75,337           51,958
--------------------------------------------------------------------------------------------------------------------
Net Earnings                                                      $   176,705       $   140,538      $   101,714
====================================================================================================================
Net Earnings per Share:
   Basic                                                          $      1.38       $      1.02      $      0.69
   Diluted                                                        $      1.34       $      0.99      $      0.67
====================================================================================================================
Average Number of Common Shares Outstanding:
   Basic                                                              128,500           137,300          148,300
   Diluted                                                            131,900           141,400          151,400
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 28

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
(In thousands)                                                       May 28, 2000              May 30, 1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                       <C>
ASSETS
Current Assets:
   Cash and cash equivalents                                          $    26,102               $    40,960
   Receivables                                                             27,962                    20,256
   Inventories                                                            142,187                   140,702
   Net assets held for disposal                                            19,614                    35,269
   Prepaid expenses and other current assets                               26,525                    21,475
   Deferred income taxes                                                   48,070                    65,662
--------------------------------------------------------------------------------------------------------------------
     Total Current Assets                                             $   290,460               $   324,324
Land, Buildings and Equipment                                           1,578,541                 1,461,535
Other Assets                                                              102,422                   104,388
--------------------------------------------------------------------------------------------------------------------
         Total Assets                                                 $ 1,971,423               $ 1,890,247
====================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                                   $   140,487               $   144,725
   Short-term debt                                                        115,000                    23,500
   Current portion of long-term debt                                        2,513                     2,386
   Accrued payroll                                                         77,805                    74,265
   Accrued income taxes                                                    33,256                    16,544
   Other accrued taxes                                                     25,524                    25,965
   Other current liabilities                                              212,302                   231,417
--------------------------------------------------------------------------------------------------------------------
     Total Current Liabilities                                        $   606,887               $   518,802
Long-term Debt                                                            304,073                   314,065
Deferred Income Taxes                                                      79,102                    72,086
Other Liabilities                                                          20,891                    21,258
--------------------------------------------------------------------------------------------------------------------
       Total Liabilities                                              $ 1,010,953               $   926,211
--------------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
   Common stock and surplus,  no par value.
     Authorized  500,000 shares; issued
     165,977 and 164,661 shares, respectively;
     outstanding 122,192 and 132,120
     shares, respectively                                             $ 1,351,707               $ 1,328,796
   Preferred stock, no par value.  Authorized 25,000 shares;
     None issued and outstanding
   Retained earnings                                                      344,579                   178,008
   Treasury stock, 43,785 and 32,541 shares, at cost                     (666,837)                 (466,902)
   Accumulated other comprehensive income                                 (12,457)                  (12,115)
   Unearned compensation                                                  (56,522)                  (63,751)
--------------------------------------------------------------------------------------------------------------------
       Total Stockholders' Equity                                     $   960,470               $   964,036
--------------------------------------------------------------------------------------------------------------------
         Total Liabilities and Stockholders' Equity                   $ 1,971,423               $ 1,890,247
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 29

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                            Common     Retained                Accumulated
                                             Stock     Earnings                   Other                         Total
                                              and    (Accumulated   Treasury  Comprehensive     Unearned    Stockholders'
(In thousands, except per share data)       Surplus     Deficit)      Stock       Income      Compensation     Equity
-------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>           <C>        <C>             <C>           <C>
Balance at May 25, 1997                   $1,268,656   $(41,706)   $ (69,184)   $(10,037)       $(66,516)    $1,081,213
Comprehensive income:
   Net earnings                                         101,714                                                 101,714
   Other comprehensive income, foreign
     currency adjustment                                                          (1,712)                        (1,712)
                                                                                                             ----------
       Total comprehensive income                                                                               100,002
Cash dividends declared ($0.08 per share)               (11,681)                                                (11,681)
Stock option exercises (1,464 shares)         10,606                                                             10,606
Issuance of restricted stock (238
   shares), net of forfeiture adjustments      1,384                                              (1,404)           (20)
Earned compensation                                                                                2,172          2,172
ESOP note receivable repayments                                                                    2,700          2,700
Income tax benefit credited to equity          3,808                                                              3,808
Proceeds from issuance of equity put
   options                                     1,737                                                              1,737
Purchases of common stock for treasury
   (13,483 shares)                                                  (170,692)                                  (170,692)
-------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1998                    1,286,191     48,327     (239,876)    (11,749)        (63,048)     1,019,845
-------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                         140,538                                                 140,538
   Other comprehensive income, foreign
     currency adjustment                                                            (366)                          (366)
                                                                                                             ----------
       Total comprehensive income                                                                               140,172
Cash dividends declared ($0.08 per share)               (10,857)                                                (10,857)
Stock option exercises (2,789 shares)         25,437                                                             25,437
Issuance of restricted stock (370
   shares), net of forfeiture adjustments      4,873                                              (4,844)            29
Earned compensation                                                                                2,341          2,341
ESOP note receivable repayments                                                                    1,800          1,800
Income tax benefit credited to equity          9,722                                                              9,722
Proceeds from issuance of equity put
   options                                     2,184                                                              2,184
Purchases of common stock for treasury
   (12,162 shares)                                                  (227,510)                                  (227,510)
Issuance of treasury stock under Employee
   Stock Purchase Plan (55 shares)               389                     484                                        873
-------------------------------------------------------------------------------------------------------------------------
Balance at May 30, 1999                    1,328,796    178,008     (466,902)    (12,115)        (63,751)       964,036
-------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                         176,705                                                 176,705
   Other comprehensive income, foreign
     currency adjustment                                                            (342)                          (342)
                                                                                                             ----------
       Total comprehensive income                                                                               176,363
Cash dividends declared ($0.08 per share)               (10,134)                                                (10,134)
Stock option exercises (1,153 shares)         10,212                                                             10,212
Issuance of restricted stock (163
   shares), net of forfeiture adjustments      3,638                                              (3,685)           (47)
Earned compensation                                                                                3,314          3,314
ESOP note receivable repayments                                                                    7,600          7,600
Income tax benefit credited to equity          5,506                                                              5,506
Proceeds from issuance of equity put
   options                                     1,814                                                              1,814
Purchases of common stock for treasury
   (11,487 shares)                                                  (202,105)                                  (202,105)
Issuance of treasury stock under Employee
   Stock Purchase Plan (243 shares)            1,741                   2,170                                      3,911
-------------------------------------------------------------------------------------------------------------------------
Balance at May 28, 2000                   $1,351,707   $344,579    $(666,837)   $(12,457)       $(56,522)    $  960,470
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 30

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                Fiscal Year Ended
--------------------------------------------------------------------------------------------------------------------
(In thousands)                                                   May 28, 2000      May 30, 1999     May 31, 1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>              <C>
Cash Flows - Operating Activities
   Net Earnings                                                   $  176,705        $  140,538       $  101,714
   Adjustments to reconcile net earnings to cash flow:
     Depreciation and amortization                                   130,464           125,327          126,289
     Amortization of unearned compensation and loan costs              5,895             4,879            4,682
     Change in current assets and liabilities                          2,472            70,924           (6,791)
     Change in other liabilities                                        (371)            2,682              (48)
     (Gain) loss on disposal of land, buildings and equipment          2,683            (1,798)           3,132
     Deferred income taxes                                            24,609            13,967            6,496
     Non-cash restructuring and asset impairment credit, net          (5,931)           (8,461)
     Other, net                                                          594               162              651
--------------------------------------------------------------------------------------------------------------------
         Net Cash Provided by Operating Activities                $  337,120        $  348,220       $  236,125
--------------------------------------------------------------------------------------------------------------------
Cash Flows - Investing Activities
   Purchases of land, buildings and equipment                       (268,946)         (123,673)        (112,168)
   Purchases of intangibles                                           (2,431)           (2,203)          (1,798)
   (Increase) decrease in other assets                                   611            (8,794)          (4,112)
   Proceeds from disposal of land, buildings and equipment
     (including net assets held for disposal)                         20,998            38,134           24,494
--------------------------------------------------------------------------------------------------------------------
         Net Cash Used by Investing Activities                    $ (249,768)       $  (96,536)      $  (93,584)
--------------------------------------------------------------------------------------------------------------------
Cash Flows - Financing Activities
   Proceeds from issuance of common stock                             13,944            26,310           10,606
   Income tax benefit credited to equity                               5,506             9,722            3,808
   Dividends paid                                                    (10,134)          (10,857)         (11,681)
   Purchases of treasury stock                                      (202,105)         (227,510)        (170,692)
   ESOP note receivable repayments                                     7,600             1,800            2,700
   Increase (decrease) in short-term debt                             91,500           (51,600)          31,700
   Proceeds from issuance of long-term debt                                              9,848
   Repayment of long-term debt                                        (9,986)           (4,126)          (2,704)
   Payment of loan costs                                                (349)
   Proceeds from issuance of equity put options                        1,814             2,184            1,737
--------------------------------------------------------------------------------------------------------------------
         Net Cash Used by Financing Activities                    $ (102,210)       $ (244,229)      $ (134,526)
--------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents                     (14,858)            7,455            8,015
Cash and Cash Equivalents - Beginning of Year                         40,960            33,505           25,490
--------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents - End of Year                           $   26,102        $   40,960       $   33,505
====================================================================================================================
Cash Flow from Changes in Current Assets and Liabilities
   Receivables                                                        (7,706)            7,056          (10,979)
   Refundable income taxes, net                                                                          16,968
   Inventories                                                        (1,485)           41,697          (50,158)
   Prepaid expenses and other current assets                          (4,184)           (1,310)           1,236
   Accounts payable                                                   (4,238)           11,787           19,851
   Accrued payroll                                                     3,540             1,025           14,928
   Accrued income taxes                                               16,712            15,477            1,067
   Other accrued taxes                                                  (441)            1,793            1,992
   Other current liabilities                                             274            (6,601)          (1,696)
--------------------------------------------------------------------------------------------------------------------
         Change in Current Assets and Liabilities                 $    2,472        $   70,924       $   (6,791)
====================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------

(Dollar amounts in thousands, except per share data)

NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying 2000, 1999 and 1998 consolidated  financial  statements include
the  operations of Darden  Restaurants,  Inc. and its wholly owned  subsidiaries
(Darden or the Company). All significant  intercompany balances and transactions
have been eliminated in consolidation.

FISCAL YEAR

Darden's  fiscal year ends on the last Sunday in May. Fiscal years 2000 and 1999
each consisted of 52 weeks. Fiscal year 1998 consisted of 53 weeks.

INVENTORIES

Inventories are valued at the lower of weighted average cost or market.

LAND, BUILDINGS AND EQUIPMENT

All land,  buildings and equipment are recorded at cost. Building components are
depreciated over estimated useful lives ranging from seven to 40 years using the
straight-line  method.  Equipment is  depreciated  over  estimated  useful lives
ranging from three to ten years also using the straight-line method. Accelerated
depreciation methods are generally used for income tax purposes.

INTANGIBLE ASSETS

The cost of  intangible  assets at May 28,  2000 and May 30,  1999  amounted  to
$16,412 and $14,851,  respectively.  Intangibles  are being  amortized using the
straight-line  method over their estimated  useful lives ranging from five to 40
years. Costs capitalized  principally  represent software  development costs and
the purchase costs of leases with favorable rent terms. Accumulated amortization
on intangible  assets as of May 28, 2000 and May 30, 1999 amounted to $5,201 and
$4,347, respectively.

IMPAIRMENT OF LONG-LIVED ASSETS

Restaurant  sites  and  certain   identifiable   intangibles  are  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying  amount of an asset
to future net cash flows  expected to be generated by the asset.  If such assets
are  considered to be impaired,  the  impairment to be recognized is measured by
the amount by which the carrying  amount of the assets exceeds their fair value.
Restaurant  sites and  certain  identifiable  intangibles  to be disposed of are
reported at the lower of their  carrying  amount or fair value,  less  estimated
costs to sell.

LIQUOR LICENSES

The costs of obtaining non-transferable liquor licenses that are directly issued
by local government agencies for nominal fees are expensed in the year incurred.
The costs of purchasing  transferable  liquor  licenses  through open markets in
jurisdictions  with a limited number of authorized  liquor  licenses for fees in
excess of nominal amounts are capitalized.  If there is permanent  impairment in
the value of a liquor license due to market  changes,  the asset is written down
to its net realizable value. Annual liquor license renewal fees are expensed.

FOREIGN CURRENCY TRANSLATION

The Canadian dollar is the functional  currency for Darden's Canadian restaurant
operations.   Assets  and  liabilities   denominated  in  Canadian  dollars  are
translated  into U.S.  dollars using the exchange rates in effect at the balance
sheet date.  Results of operations  are  translated  using the average  exchange
rates  prevailing  throughout  the  period.  Translation  gains and  losses  are
reported as a separate  component of accumulated other  comprehensive  income in
stockholders'  equity.  Gains and losses from foreign currency  transactions are
included in the consolidated statements of earnings for each period.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 32

PRE-OPENING COSTS

Non-capital expenditures associated with opening new restaurants are expensed as
incurred.

ADVERTISING

Production costs of commercials and programming are charged to operations in the
year the advertising is first aired. The costs of other  advertising,  promotion
and  marketing  programs  are  charged  to  operations  in  the  year  incurred.
Advertising  expense was $181,959,  $180,563,  and $186,261,  in 2000, 1999, and
1998, respectively.

INCOME TAXES

The Company  provides for federal and state income  taxes  currently  payable as
well as for those deferred because of temporary  differences  between  reporting
income and  expenses  for  financial  statement  purposes  versus tax  purposes.
Federal income tax credits are recorded as a reduction of income taxes. Deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and liabilities  and their  respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

STATEMENTS OF CASH FLOWS

For purposes of the consolidated  statements of cash flows,  amounts  receivable
from credit card  companies and  investments  purchased with a maturity of three
months or less are considered cash equivalents.

NET EARNINGS PER SHARE

Basic  earnings  per share is computed by dividing  income  available  to common
stockholders by the weighted average number of common shares outstanding for the
reporting  period.  Diluted  earnings per share reflects the potential  dilution
that could occur if  securities  or other  contracts  to issue common stock were
exercised or converted  into common stock.  Outstanding  stock options issued by
the Company  represent the only dilutive  effect  reflected in diluted  weighted
average shares.

         Options to purchase  3,586,200,  120,200  and 868,300  shares of common
stock were excluded from the  calculation of diluted  earnings per share for the
years ended May 28, 2000, May 30, 1999, and May 31, 1998, respectively,  because
their exercise prices exceeded the average market price of common shares for the
period.

DERIVATIVE FINANCIAL AND COMMODITY INSTRUMENTS

The Company may, from time to time, use financial and commodities derivatives in
the management of interest rate and commodities  pricing risks that are inherent
in its business  operations.  The Company may also use financial  derivatives as
part of its stock  repurchase  program as described in Note 10. Such instruments
are not held or issued for trading or  speculative  purposes.  The Company  may,
from time to time,  use interest rate swap and cap  agreements in the management
of interest rate exposure. The interest rate differential to be paid or received
is normally  accrued as interest rates change,  and is recognized as a component
of  interest  expense  over  the  life of the  agreements.  If an  agreement  is
terminated  prior to the  maturity  date and is  characterized  as a hedge,  any
accrued rate  differential  would be deferred and recognized as interest expense
over  the  life  of the  hedged  item.  The  Company  uses  commodities  hedging
instruments,  including  forwards,  futures and  options,  to reduce the risk of
price fluctuations related to future raw materials  requirements for commodities
such as coffee, soybean oil, and shrimp. The terms of such instruments generally
do not exceed 12 months,  and depend on the commodity and other market  factors.
Deferred gains and losses are subsequently  recorded as cost of products sold in
the  consolidated  statements  of earnings  when the  inventory is sold.  If the
inventory is not  acquired  and the hedge is disposed  of, the deferred  gain or
loss is recognized immediately in


<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 33

cost of products sold. The Company  believes that it does not have material risk
from any of the above financial instruments, and the Company does not anticipate
any material losses from the use of such instruments.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards No. 123 (SFAS 123),  "Accounting for
Stock-Based  Compensation,"  encourages  the  use  of  a  fair-value  method  of
accounting for stock-based awards under which the fair value of stock options is
determined on the date of grant and expensed over the vesting period. As allowed
by SFAS 123, the Company has elected to account for its stock-based compensation
plans  under the  intrinsic  value-based  method  of  accounting  prescribed  by
Accounting  Principles  Board  Opinion  No. 25 (APB 25),  "Accounting  for Stock
Issued to Employees." Under APB 25, compensation expense is recorded on the date
of  grant if the  current  market  price of the  underlying  stock  exceeds  the
exercise price. The Company has adopted the disclosure requirements of SFAS 123.

COMPREHENSIVE INCOME

Comprehensive  income includes net earnings and other comprehensive income items
that  are  excluded  from  net  earnings  under  generally  accepted  accounting
principles such as foreign currency translation adjustments and unrealized gains
and losses on investments. The Company's only item of other comprehensive income
is foreign currency translation  adjustments which have been reported separately
within stockholders' equity.

OPERATING SEGMENT

As of May 28, 2000, the Company operated 1,139 Red Lobster, Olive Garden, Bahama
Breeze  and  Smokey  Bones  restaurants  in  North  America  as part of a single
operating  segment.  The  restaurants  operate  principally in the United States
within  the  casual  dining  industry,  providing  similar  products  to similar
customers.  The restaurants also possess similar pricing structures resulting in
similar long-term expected financial performance characteristics.  Revenues from
external  customers are derived  principally  from food and beverage sales.  The
Company does not rely on any major customers as a source of revenue.

RECLASSIFICATIONS

Certain  reclassifications  have been made to prior year amounts to conform with
current year presentation.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

In June 1998, the Financial  Accounting  Standards Board (FASB) issued SFAS 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities."  SFAS  133
requires  that all  derivative  instruments  be recorded on the balance sheet at
fair value.  Gains or losses  resulting from changes in the fair values of those
derivatives are recorded each period in current earnings or other  comprehensive
income,  depending  on whether a  derivative  is  designated  as part of a hedge
transaction and the type of hedge  transaction.  The ineffective  portion of all
hedges will be recognized in earnings.  In June 1999,  the FASB issued SFAS 137,
which  deferred  the  effective  date of adoption of SFAS 133 for one year.  The
Company  will adopt SFAS 133 in the first  quarter of fiscal  2002.  Adoption of
SFAS  133 is not  expected  to  materially  impact  the  Company's  consolidated
financial position, results of operations or cash flows.

NOTE 2
ACCOUNTS RECEIVABLE

Darden  contracts with national  storage and  distribution  companies to provide
services that are billed to Darden on a per-case basis. In connection with these
services,

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 34

certain Darden  inventory  items are sold to these  companies at a predetermined
price  when  they are  shipped  to their  storage  facilities.  These  items are
repurchased  at the same  price by Darden  when the  inventory  is  subsequently
delivered  to  Company  restaurants.   These  transactions  do  not  impact  the
consolidated  statements of earnings.  Receivables  from  national  distribution
companies  amounted to $24,692 and $12,022 at May 28,  2000,  and May 30,  1999,
respectively.

NOTE 3
RESTRUCTURING AND ASSET IMPAIRMENT CREDIT, NET

Darden  recorded  asset  impairment  charges of $2,629 and  $158,987 in 2000 and
1997, respectively,  representing the difference between fair value and carrying
value of impaired assets.  The asset impairment charges relate to low-performing
restaurant  properties and other long-lived  assets  including  restaurants that
have been closed.  Fair value is generally  determined  based on  appraisals  or
sales prices of comparable properties. In connection with the closing of certain
restaurant  properties,  the Company  recorded other  restructuring  expenses of
$70,900  in  1997.  The  related  liabilities  are  included  in  other  current
liabilities in the accompanying consolidated balance sheets and were established
to accrue for  estimated  carrying  costs of buildings  and  equipment  prior to
disposal,  employee  severance costs,  lease buy-out  provisions and other costs
associated with the  restructuring  action.  All restaurant  closings under this
restructuring action have been completed.  The remaining  restructuring actions,
including disposal of the closed owned properties and the lease buy-outs related
to the closed  leased  properties,  are expected to be  substantially  completed
during 2001.

         During  2000  and  1999,  the  Company  reversed  portions  of its 1997
restructuring liability totaling $8,560 and $8,461, respectively.  The reversals
primarily  resulted from favorable lease  terminations in 2000 and the Company's
decision in 1999 to close fewer  restaurants than identified for closure as part
of the  restructuring  action.  No restructuring or asset impairment  expense or
credit was charged to operating results during 1998.

         The components of the  restructuring and asset impairment  credit,  net
and the  after-tax  and earnings  per share  effects of these items for 2000 and
1999 are as follows:

<TABLE>
<CAPTION>
                                                                                        Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                                2000                  1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                   <C>
Carrying costs of buildings and equipment prior to disposal and
   employee severance costs                                                  $                     $   (3,907)
Lease buy-out provisions                                                         (8,560)               (4,554)
--------------------------------------------------------------------------------------------------------------------
     Subtotal                                                                    (8,560)               (8,461)
Impairment of restaurant properties                                               2,629
--------------------------------------------------------------------------------------------------------------------
Total restructuring and asset impairment credit, net                             (5,931)               (8,461)
Less related income tax effect                                                    2,308                 3,236
--------------------------------------------------------------------------------------------------------------------
Restructuring and asset impairment credit, net, net of
   income taxes                                                              $   (3,623)           $   (5,225)
====================================================================================================================
Earnings per share effect - basic and diluted                                $    (0.03)           $    (0.04)
====================================================================================================================
</TABLE>

         As of  May  28,  2000,  approximately  $39,800  of  carrying,  employee
severance and lease buy-out costs  associated  with the 1997  restructuring  had
been  paid and  charged  against  the  restructuring  liability.  A  summary  of
restructuring liability activity for 2000 is as follows:

<TABLE>
<CAPTION>
         <S>                                                                                   <C>
         Balance at May 30, 1999                                                               $ 37,139
         Non-cash Adjustments:
              Restructuring credit                                                               (8,560)
              Reclassification of asset impairment (described below)                            (12,000)
         Cash Payments:
              Carrying costs and employee severance payments                                     (2,744)
              Lease payments including lease buy-outs                                            (5,271)
                                                                                               --------
         Balance at May 28, 2000                                                               $  8,564
                                                                                               ========
</TABLE>

         Asset  impairment  charges  of  $12,000  included  in the May 30,  1999
restructuring  liability have been  reclassified to reduce the carrying value of
land  for  all  periods  presented.   This  reclassification  related  to  asset
impairment  charges  recorded  in 1997 for  long-lived  assets  associated  with
Canadian restaurants.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 35

NOTE 4
INCOME TAXES

The  components  of earnings  before  income taxes and the  provision for income
taxes thereon are as follows:

<TABLE>
<CAPTION>
                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                      2000             1999              1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>               <C>              <C>
Earnings before income taxes:
       U.S.                                                       $  269,802        $  212,585       $  149,096
       Canada                                                          4,105             3,290            4,576
--------------------------------------------------------------------------------------------------------------------
Earnings before income taxes                                      $  273,907        $  215,875       $  153,672
--------------------------------------------------------------------------------------------------------------------
Income taxes:
   Current:
       Federal                                                    $   61,528        $   53,621       $   38,730
       State and local                                                10,861             7,577            6,349
       Canada                                                            204               172              383
--------------------------------------------------------------------------------------------------------------------
     Total current                                                    72,593            61,370           45,462
--------------------------------------------------------------------------------------------------------------------
   Deferred (principally U.S.)                                        24,609            13,967            6,496
--------------------------------------------------------------------------------------------------------------------
Total income taxes                                                $   97,202        $   75,337       $   51,958
====================================================================================================================
</TABLE>

During 2000, 1999, and 1998, Darden paid income taxes of $53,688,  $34,790,  and
$24,630, respectively.

         The following table is a  reconciliation  of the U.S.  statutory income
tax  rate  to the  effective  income  tax  rate  included  in  the  accompanying
consolidated statements of earnings:

<TABLE>
<CAPTION>
                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                     2000              1999             1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>              <C>
U.S. statutory rate                                                  35.0%             35.0%            35.0%
State and local income taxes, net of federal tax benefits             3.3               3.3              3.3
Benefit of federal income tax credits                                (3.9)             (4.5)            (5.8)
Other, net                                                            1.1               1.1              1.3
--------------------------------------------------------------------------------------------------------------------
Effective income tax rate                                            35.5%             34.9%            33.8%
====================================================================================================================
</TABLE>

         The tax effects of temporary differences that give rise to deferred tax
assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                                            May 28, 2000          May 30, 1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>
Accrued liabilities                                                          $   16,010            $   14,042
Compensation and employee benefits                                               48,310                43,784
Asset disposition and restructuring liabilities                                   7,616                24,701
Operating loss and tax credit carryforwards                                                             1,900
Net assets held for disposal                                                      1,837                 1,339
Other                                                                             2,036                 1,989
--------------------------------------------------------------------------------------------------------------------
Gross deferred tax assets                                                        75,809                87,755
--------------------------------------------------------------------------------------------------------------------
Buildings and equipment                                                         (64,071)              (58,026)
Prepaid pension asset                                                           (16,406)              (15,779)
Prepaid interest                                                                 (4,161)               (4,379)
Deferred rent and interest income                                               (14,560)              (10,194)
Intangibles                                                                      (4,497)               (2,989)
Other                                                                            (3,146)               (2,812)
--------------------------------------------------------------------------------------------------------------------
Gross deferred tax liabilities                                                 (106,841)              (94,179)
--------------------------------------------------------------------------------------------------------------------
Net deferred tax liabilities                                                 $  (31,032)           $   (6,424)
====================================================================================================================
</TABLE>

         A valuation  allowance  for deferred tax assets is provided  when it is
more likely than not that some  portion or all of the  deferred  tax assets will
not be realized.  Realization is dependent upon the generation of future taxable
income or the reversal of deferred tax  liabilities  during the periods in which
those  temporary   differences  become  deductible.   Management  considers  the
scheduled reversal of deferred tax liabilities,  projected future taxable income
and tax planning  strategies in making this  assessment.  As of May 28, 2000 and
May 30, 1999,  no valuation  allowance has been  recognized in the  accompanying
consolidated  financial  statements  for the  deferred  tax assets  because  the
Company  believes  that  sufficient  projected  future  taxable  income  will be
generated to fully utilize the benefits of these deductible amounts.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 36

NOTE 5
LAND, BUILDINGS AND EQUIPMENT

The components of land, buildings and equipment are as follows:

<TABLE>
<CAPTION>
                                                                            May 28, 2000          May 30, 1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                    <C>
Land                                                                         $   409,069           $   387,050
Buildings                                                                      1,425,557             1,344,625
Equipment                                                                        680,178               647,687
Construction in progress                                                          75,027                38,859
--------------------------------------------------------------------------------------------------------------------
Total land, buildings and equipment                                            2,589,831             2,418,221
Less accumulated depreciation                                                 (1,011,290)             (956,686)
--------------------------------------------------------------------------------------------------------------------
Net land, buildings and equipment                                            $ 1,578,541           $ 1,461,535
====================================================================================================================
</TABLE>

NOTE 6
OTHER ASSETS

The components of other assets are as follows:

<TABLE>
<CAPTION>
                                                                            May 28, 2000          May 30, 1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>
Prepaid pension                                                               $   42,893            $   41,253
Prepaid interest and loan costs                                                   20,312                22,391
Liquor licenses                                                                   17,599                17,657
Intangible assets                                                                 11,211                10,504
Prepaid equipment maintenance                                                      4,103                 6,565
Miscellaneous                                                                      6,304                 6,018
--------------------------------------------------------------------------------------------------------------------
Total other assets                                                            $  102,422            $  104,388
====================================================================================================================
</TABLE>

NOTE 7
SHORT-TERM DEBT

Short-term  debt at May 28, 2000 and May 30,  1999,  consisted  of $115,000  and
$23,500 of unsecured commercial paper borrowings with original maturities of one
month or less,  and interest rates ranging from 6.36 percent to 6.75 percent and
5.05 percent to 5.80 percent, respectively.


NOTE 8
LONG-TERM DEBT

The components of long-term debt are as follows:
<TABLE>
<CAPTION>
                                                                            May 28, 2000          May 30, 1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                   <C>
10-year notes and 20-year debentures as described below                      $   250,000           $   250,000
ESOP loan with variable rate of interest (6.87 percent at May 28,
   2000), due December 31, 2018                                                   52,600                60,200
Other                                                                              5,160                 7,546
--------------------------------------------------------------------------------------------------------------------
Total long-term debt                                                             307,760               317,746
Less issuance discount                                                            (1,174)               (1,295)
--------------------------------------------------------------------------------------------------------------------
Total long-term debt less issuance discount                                      306,586               316,451
Less current portion                                                              (2,513)               (2,386)
--------------------------------------------------------------------------------------------------------------------
Long-term debt, excluding current portion                                    $   304,073           $   314,065
====================================================================================================================
</TABLE>

         In January 1996, the Company issued $150,000 of unsecured 6.375 percent
notes due in February 2006 and $100,000 of unsecured  7.125  percent  debentures
due in February  2016.  The proceeds  from the  issuance  were used to refinance
commercial  paper  borrowings.  Concurrent  with the  issuance  of the notes and
debentures,  the Company  terminated,  and settled for cash,  interest-rate swap
agreements with notional amounts totaling $200,000, which hedged the movement of
interest rates prior to the issuance of the notes and debentures.  The cash paid
in terminating the interest-rate  swap agreements is being amortized to interest
expense over the life of the notes and debentures. The effective annual interest
rate is 7.57  percent for the notes and 7.82 percent for the  debentures,  after
consideration  of  loan  costs,  issuance  discounts,   and  interest-rate  swap
termination costs.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 37

         The Company also maintains a revolving loan agreement  expiring October
29, 2004,  with a  consortium  of banks under which the Company can borrow up to
$300,000. The loan agreement allows the Company to borrow at interest rates that
vary  based on the  prime  rate,  LIBOR or a  competitively  bid rate  among the
members  of the  lender  consortium,  at the  option  of the  Company.  The loan
agreement is available to support our commercial  paper borrowing  arrangements,
if  necessary.  The Company is required to pay a facility fee of 15 basis points
per annum on the average daily amount of loan commitments by the consortium. The
amount of interest  and the annual  facility  fee are subject to change based on
the Company's achievement of certain financial ratios and debt ratings. Advances
under the loan  agreement are  unsecured.  At May 28, 2000, and May 30, 1999, no
borrowings were outstanding under this agreement.

         The aggregate  maturities of long-term  debt for each of the five years
subsequent to May 28, 2000 and thereafter are $2,513 in 2001, $2,647 in 2002, $0
in 2003 through 2005, and $302,600 thereafter.

NOTE 9
FINANCIAL INSTRUMENTS

The Company has participated in the financial  derivatives markets to manage its
exposure to interest rate fluctuations. The Company had interest rate swaps with
a notional  amount of $200,000  which it used to convert  variable  rates on its
long-term debt to fixed rates  effective May 30, 1995. The Company  received the
one-month  commercial  paper interest rate and paid fixed-rate  interest ranging
from 7.51 percent to 7.89 percent.  The interest rate swaps were settled  during
January 1996 at a cost to the Company of $27,670.  This cost is being recognized
as an  adjustment  to interest  expense over the term of the  Company's  10-year
notes and 20-year debentures (see Note 8).

         The following  methods were used in estimating  fair value  disclosures
for  significant  financial  instruments:  Cash  equivalents and short-term debt
approximate  their  carrying  amount due to the short  duration of those  items.
Long-term  debt is based on quoted  market  prices or, if market  prices are not
available,  the present  value of the  underlying  cash flows  discounted at the
Company's  incremental  borrowing rates. The carrying amounts and fair values of
the Company's significant financial instruments are as follows:

<TABLE>
<CAPTION>
                                                        May 28, 2000                       May 30, 1999
--------------------------------------------------------------------------------------------------------------------
                                                 Carrying            Fair           Carrying            Fair
                                                  Amount            Value            Amount            Value
--------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>               <C>              <C>
Cash and cash equivalents                       $   26,102        $   26,102        $   40,960       $   40,960
Short-term debt                                    115,000           115,000            23,500           23,500
Total long-term debt                               306,586           284,835           316,451          306,806
--------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 10
EQUITY PUT OPTIONS

As a part of its stock repurchase program, the Company issued equity put options
that  entitle the holder to sell shares of Company  common stock to the Company,
at a specified  price, if the holder  exercises the option.  In 2000 the Company
issued put options for 1,750,000 shares for $1,814 in premiums. At May 28, 2000,
put options for 250,000 shares were outstanding.

NOTE 11
STOCKHOLDERS' RIGHTS PLAN

The Company has a stockholders' rights plan that entitles each holder of Company
common stock to purchase  one-hundredth  of one share of Darden  preferred stock
for each common share owned at a purchase price of $62.50 per share,  subject to
adjustment to prevent  dilution.  The rights are  exercisable  when, and are not
transferable  apart from the Company's common stock until, a person or group has
acquired 20 percent or more,  or makes a tender offer for 20 percent or more, of
the Company's common stock. If the specified  percentage of the Company's common
stock is then  acquired,  each right will  entitle  the holder  (other  than the
acquiring company) to receive, upon exercise, common stock of either the Company
or the

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 38

acquiring  company  having a value equal to two times the exercise  price of the
right. The rights are redeemable by the Company's Board in certain circumstances
and expire on May 24, 2005.

NOTE 12
INTEREST, NET

The components of interest, net are as follows:

<TABLE>
<CAPTION>
                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                     2000              1999             1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>              <C>
Interest expense                                                   $ 24,999          $ 21,015         $ 21,527
Capitalized interest                                                 (1,910)             (593)          (1,018)
Interest income                                                        (701)             (882)            (425)
--------------------------------------------------------------------------------------------------------------------
Interest, net                                                      $ 22,388          $ 19,540         $ 20,084
====================================================================================================================
</TABLE>

         Capitalized  interest was computed using the Company's  borrowing rate.
The Company  paid  $19,834,  $16,356 and  $17,235  for  interest  (net of amount
capitalized) in 2000, 1999, and 1998, respectively.


NOTE 13
LEASES

An analysis of rent expense incurred under operating leases is as follows:

<TABLE>
<CAPTION>
                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                     2000              1999             1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>               <C>              <C>
Restaurant minimum rent                                           $  38,818         $  38,866        $  39,140
Restaurant percentage rent                                            2,183             1,853            1,707
Restaurant equipment minimum rent                                     8,267             8,511            3,465
Restaurant rent averaging expense                                      (473)               13             (121)
Transportation equipment                                              1,946             1,856            2,169
Office equipment                                                      1,090             1,012              990
Office space                                                            597               505              436
Warehouse space                                                         227               215              217
--------------------------------------------------------------------------------------------------------------------
Total rent expense                                                $  52,655         $  52,831        $  48,003
====================================================================================================================
</TABLE>

Minimum rental  obligations are accounted for on a straight-line  basis over the
term of the lease. Percentage rent expense is generally based on sales levels or
changes in the Consumer  Price Index.  Most leases  require  payment of property
taxes,  insurance and  maintenance  costs in addition to the rent payments.  The
annual  non-cancelable  future  lease  commitments  for each of the  five  years
subsequent to May 28, 2000 and thereafter are: $49,460 in 2001; $45,948 in 2002;
$38,795 in 2003; $27,519 in 2004; $22,215 in 2005; and $71,828 thereafter, for a
cumulative total of $255,765.

NOTE 14
RETIREMENT PLANS

Substantially  all of the Company's  employees are eligible to  participate in a
retirement plan. The Company's salaried employees are eligible to participate in
a post-retirement benefit plan.

DEFINED BENEFIT PLANS AND POST-RETIREMENT BENEFIT PLAN

The Company sponsors  defined benefit pension plans for salaried  employees with
various benefit  formulas and a group of hourly employees with a frozen level of
benefits.   The  Company  also  sponsors  a  contributory   plan  that  provides
health-care benefits to its salaried retirees.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 39

         The  following  provides a  reconciliation  of the  changes in the plan
benefit  obligation,  fair value of plan  assets,  and the funded  status of the
plans as of February 29, 2000 and February 28, 1999:

<TABLE>
<CAPTION>
                                                        Defined Benefit Plans (1)     Post-retirement Benefit Plan
---------------------------------------------------- --------------- --------------- --------------- ---------------
                                                           2000            1999            2000            1999
---------------------------------------------------- --------------- --------------- --------------- ---------------
<S>                                                     <C>             <C>             <C>             <C>
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at the beginning of period           $   83,205      $   75,398      $    5,718      $    5,823
Service cost                                                 3,091           3,251             260             267
Interest cost                                                5,683           5,430             396             408
Participant contributions                                                                       89
Benefits paid                                               (4,204)         (5,000)           (206)            (22)
Actuarial (gain) loss                                       (5,141)          4,126            (594)           (758)
---------------------------------------------------- --------------- --------------- --------------- ---------------
Benefit obligation at the end of period                 $   82,634      $   83,205      $    5,663      $    5,718
==================================================== =============== =============== =============== ===============

CHANGE IN PLAN ASSETS:
Fair value of plan assets at the
beginning of period                                     $  102,550      $  105,010      $               $
Actual return on plan assets                                17,495           2,489
Employer contributions                                          31              51             117              22
Participant contributions                                                                       89
Benefits paid                                               (4,204)         (5,000)           (206)            (22)
---------------------------------------------------- --------------- --------------- --------------- ---------------
Fair value of plan assets at the end of period          $  115,872      $  102,550      $               $
==================================================== =============== =============== =============== ===============

RECONCILIATION OF FUNDED STATUS OF THE PLAN:
Funded status at end of year                            $   33,238      $   19,345      $   (5,663)     $   (5,718)
Unrecognized transition asset                               (1,284)         (1,926)
Unrecognized prior service cost                             (2,305)         (2,761)             83             100
Unrecognized actuarial (gain) loss                          10,843          24,509            (835)           (235)
Contributions for March to May                                  10                              38
---------------------------------------------------- --------------- --------------- --------------- ---------------
Prepaid (accrued) benefit costs                         $   40,502      $   39,167      $   (6,377)     $   (5,853)
==================================================== =============== =============== =============== ===============

COMPONENTS OF THE CONSOLIDATED BALANCE SHEETS:
Prepaid benefit costs                                   $   42,893      $   41,253      $               $
Accrued benefit costs                                       (2,391)         (2,086)         (6,377)         (5,853)
---------------------------------------------------- --------------- --------------- --------------- ---------------
Net asset (liability) recognized                        $   40,502      $   39,167      $   (6,377)     $   (5,853)
==================================================== =============== =============== =============== ===============
</TABLE>

(1) For plans with accumulated benefit obligations in excess of plan assets, the
accumulated   benefit   obligation   and  plan  assets  were  $2,460  and  zero,
respectively,  as of February 29, 2000, and $2,086 and zero, respectively, as of
February 28, 1999.

         The  following  presents  the  weighted-average   assumptions  used  to
determine  the  actuarial  present  value of the defined  benefit  plans and the
post-retirement benefit plan obligations:

<TABLE>
<CAPTION>
                                                           Defined Benefit Plans     Post-retirement Benefit Plan
---------------------------------------------------- --------------- --------------- --------------- ---------------
                                                          2000            1999            2000            1999
---------------------------------------------------- --------------- --------------- --------------- ---------------
<S>                                                       <C>             <C>             <C>             <C>
Discount rate                                              8.0%            7.0%            8.0%            7.0%
Expected long-term rate of return on plan assets          10.4%           10.4%             N/A             N/A
Rate of future compensation increases                      4.5%            4.5%             N/A             N/A
---------------------------------------------------- --------------- --------------- --------------- ---------------
</TABLE>

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 40

         The  assumed  health care cost trend rate  increase  in the  per-capita
charges for benefits  ranged from 5.0 to 6.5 percent for 2001,  depending on the
medical service category.  The rates gradually decrease to a range of 4.6 to 5.5
percent for 2007 and remain at that level thereafter.

         The  assumed  health care cost trend rate has a  significant  effect on
amounts reported for retiree health care plans. A one-percentage-point  increase
in the assumed  health care cost trend rate would increase or decrease the total
of the service and interest  cost  components  of net  periodic  post-retirement
benefit cost by $140 and $110  respectively,  and would increase or decrease the
accumulated   post-retirement   benefit   obligation   by  $1,091   and  $  870,
respectively.

Components of net periodic benefit cost (income) are as follows:

<TABLE>
<CAPTION>
                                                         Defined Benefit Plans       Post-retirement Benefit Plan
                                                        2000      1999       1998      2000       1999      1998
----------------------------------------------------- --------- ---------- --------- ---------- --------- ----------
<S>                                                    <C>       <C>       <C>        <C>        <C>       <C>
Service cost                                           $ 3,091   $  3,251   $ 2,576   $    260   $   267   $    225
Interest cost                                            5,509      5,243     4,699        396       408        375
Expected return on plan assets                         (10,652)   (10,247)   (8,865)
Amortization of unrecognized transition asset             (642)      (642)     (642)
Amortization of unrecognized prior service cost           (456)      (456)     (456)        18        18         18
Recognized net actuarial loss                            1,405      1,088     1,164
----------------------------------------------------- --------- ---------- --------- ---------- --------- ----------
Net periodic benefit cost (income)                     $(1,745)  $ (1,763)  $(1,524)  $    674   $   693   $    618
===================================================== ========= ========== ========= ========== ========= ==========
</TABLE>

DEFINED CONTRIBUTION PLAN

The Company has a defined  contribution  plan covering most employees age 21 and
older  with at least  one  year of  service.  The  Company  matches  participant
contributions  up to six  percent  of  compensation  on  the  basis  of  Company
performance  with the match ranging from a minimum of $0.25 up to $1.00 for each
dollar  contributed by the  participant.  The plan had net assets of $264,127 at
May 28, 2000 and $316,846 at May 30, 1999. Expense recognized in 2000, 1999, and
1998 was $3,729,  $5,054,  and $3,038,  respectively.  Employees  classified  as
"highly   compensated"  under  the  Internal  Revenue  Code  are  ineligible  to
participate in this plan.  Amounts due to highly  compensated  employees under a
separate, nonqualified deferred compensation plan totaled $44,150 and $32,471 as
of May 28, 2000 and May 30, 1999, respectively.

         The defined contribution plan includes an Employee Stock Ownership Plan
(ESOP).  This ESOP originally  borrowed $50,000 from third parties guaranteed by
the Company,  and borrowed $25,000 from the Company at a variable interest rate.
The $50,000 third party loan was refinanced in 1997 by a commercial  bank's loan
to  the  Company  and a  corresponding  loan  from  the  Company  to  the  ESOP.
Compensation  expense is recognized as contributions are accrued.  Contributions
to the plan,  plus the  dividends  accumulated  on the common  stock held by the
ESOP,  are used to pay  principal,  interest and  expenses of the plan.  As loan
payments are made,  common stock is  allocated  to ESOP  participants.  In 2000,
1999,  and 1998,  the ESOP  incurred  interest  expense of $3,436,  $3,203,  and
$3,882, respectively,  and used dividends received of $941, $647, and $1,339 and
contributions   received  from  the  Company  of  $9,385,  $4,368,  and  $4,538,
respectively, to pay principal and interest on its debt.

         Company  shares owned by the ESOP are included in average common shares
outstanding for purposes of calculating net earnings per share. At May 28, 2000,
the ESOP's debt to the Company had a balance of $52,600 with a variable  rate of
interest of 6.87 percent;  $35,700 of the principal  balance is due to be repaid
no later than  December  2007,  with the  remaining  $16,900 due to be repaid no
later than December 2014. The number of Company common shares within the ESOP at
May 28, 2000,  approximates  10,916,  representing  7,989 unreleased  shares and
2,927 shares allocated to participants.

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 41

NOTE 15
STOCK PLANS

The Darden  Restaurants,  Inc.  Amended and Restated  Stock Option and Long-Term
Incentive  Plan of 1995  provides  for the  granting  of  stock  options  to key
employees at a price equal to the fair market value of the shares at the date of
the grant and are for terms not  exceeding  ten years.  The plan has  22,200,000
shares of common stock  authorized  for issuance;  3,000,000 of these shares are
authorized  solely for issuance in connection with the granting of stock options
in lieu of merit salary  increases or other  compensation or employee  benefits.
Such options vest at the discretion of the Compensation Committee. The plan also
allows for grants of restricted  stock and restricted  stock units (RSUs) for up
to 1,500,000 shares under the plan.

         No individual  may receive in excess of two percent of the total number
of shares  authorized  under the plan in  restricted  stock or RSUs.  Restricted
stock and RSUs granted under the plan vest no sooner than one year from the date
of grant. No individual may receive awards  exceeding  300,000 shares in each of
the  last  four  fiscal  years  of the  plan  determined  on a  prospective  and
retroactive cumulative basis.

         The Darden  Restaurants Stock Plan for Non-Employee  Directors provides
for a one-time  grant to each  non-employee  director  of an option to  purchase
12,500 shares of common stock and an additional  option to purchase 3,000 shares
of common stock upon election or re-election at a price equal to the fair market
value of the shares at the date of grant.  The plan also  provides for an annual
grant of 3,000 shares of restricted stock to each non-employee director, as well
as additional options to purchase shares of common stock in lieu of retainer and
meeting fees.  The terms of these grants do not exceed ten years.  Up to 250,000
shares of common  stock may be issued  under this plan and all  options  have an
exercise  price  equal to the fair  market  value of the  shares  at the date of
grant.  The Darden  Restaurants  Compensation  Plan for  Non-Employee  Directors
provides that non-employee  directors may elect to receive their annual retainer
and meeting fees in cash,  deferred cash or shares of common  stock.  The common
stock issuable  under the plan shall have a fair market value  equivalent to the
value of the foregone retainer and meeting fees. Fifty thousand shares of common
stock are authorized for issuance under the plan.

         The per share  weighted  average  fair value of stock  options  granted
during 2000, 1999, and 1998 was $6.47,  $10.21, and $8.03,  respectively.  These
amounts  were  determined  using the Black  Scholes  option-pricing  model which
values  options based on the stock price at the grant date, the expected life of
the option, the estimated  volatility of the stock,  expected dividend payments,
and the  risk-free  interest  rate over the  expected  life of the  option.  The
dividend yield was calculated by dividing the current annualized dividend by the
option price for each grant. The expected volatility was determined  considering
stock prices for the fiscal year the grant  occurred and prior fiscal years,  as
well as considering  industry  volatility data. The risk-free  interest rate was
the rate  available on zero coupon U.S.  government  issues with a term equal to
the remaining term for each grant. The expected life of the option was estimated
based on the exercise history from previous grants.

         The  weighted-average  assumptions used in the Black Scholes model were
as follows:

<TABLE>
<CAPTION>
                                                                                 Stock Options
                                                                             Granted in Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                      2000              1999             1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>               <C>              <C>
Risk-free interest rate                                               6.50%             5.60%            6.25%
Expected volatility of stock                                          30.0%             30.0%            25.0%
Dividend yield                                                         0.1%              0.1%             0.1%
Expected option life                                              6.0 years         6.0 years        5.0 years
====================================================================================================================
</TABLE>

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 42

         The Company  applies APB 25 in  accounting  for its stock  option plans
and,  accordingly,  no  compensation  cost has been  recognized in the Company's
consolidated  financial  statements  for stock options  granted under any of its
stock  plans.  Had the Company  determined  compensation  cost based on the fair
value at the grant date for its stock options as prescribed  under SFAS 123, the
Company's net earnings and net earnings per share would have been reduced to the
pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                                   Fiscal Year
--------------------------------------------------------------------------------------------------------------------
                                                                      2000              1999             1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>               <C>              <C>
Net earnings
   As reported                                                    $  176,705        $  140,538       $  101,714
   Pro forma                                                      $  168,171        $  134,527       $   98,047
--------------------------------------------------------------------------------------------------------------------
Basic net earnings per share
   As reported                                                    $     1.38        $     1.02       $     0.69
   Pro forma                                                      $     1.31        $     0.98       $     0.66
--------------------------------------------------------------------------------------------------------------------
Diluted net earnings per share
   As reported                                                    $     1.34        $     0.99       $     0.67
   Pro forma                                                      $     1.27        $     0.95       $     0.65
====================================================================================================================
</TABLE>

         Under SFAS 123, stock options granted prior to 1996 are not required to
be included as compensation in determining pro forma net earnings.  To determine
pro  forma  net   earnings,   reported  net  earnings  have  been  adjusted  for
compensation  costs associated with stock options granted from 1996 forward that
are expected to eventually vest.

         Stock option activity during the periods indicated was as follows:

<TABLE>
<CAPTION>
                                                     Weighted Average                           Weighted Average
                                     Options          Exercise Price           Options           Exercise Price
                                   Exercisable           Per Share           Outstanding            Per Share
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>                     <C>                <C>
Balance at May 25, 1997              6,832,479            $  8.81             16,061,293             $  10.00
--------------------------------------------------------------------------------------------------------------------
Options granted                                                                3,335,711             $   9.83
Options exercised                                                             (1,463,788)            $   7.26
Options cancelled                                                             (1,570,316)            $  10.48
--------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1998              6,286,678            $  9.55             16,362,900             $  10.16
--------------------------------------------------------------------------------------------------------------------
Options granted                                                                2,888,554             $  15.37
Options exercised                                                             (2,789,237)            $   9.12
Options cancelled                                                               (962,666)            $   9.36
--------------------------------------------------------------------------------------------------------------------
Balance at May 30, 1999              5,883,774            $ 10.53             15,499,551             $  11.35
--------------------------------------------------------------------------------------------------------------------
Options granted                                                                3,727,496             $  20.91
Options exercised                                                             (1,152,922)            $   9.18
Options cancelled                                                               (505,618)            $  13.07
--------------------------------------------------------------------------------------------------------------------
Balance at May 28, 2000              6,712,259            $ 10.68             17,568,507             $  13.47
====================================================================================================================
</TABLE>

         The following  table provides  information  regarding  exercisable  and
outstanding options as of May 28, 2000:

<TABLE>
<CAPTION>
                                                                                                      Weighted
                                                 Weighted                           Weighted          Average
         Range of                                Average                             Average         Remaining
         Exercise               Options          Exercise          Options          Exercise        Contractual
      Price Per Share         Exercisable    Price Per Share     Outstanding     Price Per Share    Life (Years)
--------------------------------------------------------------------------------------------------------------------
      <S>                     <C>            <C>                 <C>             <C>                <C>
      $5.00 - $10.00            2,941,642        $  9.23           4,650,065         $  9.14             4.86
      $10.01 - $15.00           3,512,600        $ 11.42           6,520,456         $ 11.30             4.49
      $15.01 - $20.00             190,684        $ 15.75           3,833,759         $ 16.78             8.54
        Over $20.00                67,333        $ 21.21           2,564,227         $ 21.91             9.07
--------------------------------------------------------------------------------------------------------------------
                                6,712,259        $ 10.68          17,568,507         $ 13.47             6.14
====================================================================================================================
</TABLE>

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 43

NOTE 16
EMPLOYEE STOCK PURCHASE PLAN

Effective January 1, 1999, the Company adopted the Darden  Restaurants  Employee
Stock Purchase Plan to provide eligible employees who have completed one year of
service  an  opportunity  to  purchase  shares of its common  stock,  subject to
certain  limitations.  Under the plan, employees may elect to purchase shares at
the lower of 85 percent of the fair market value of the  Company's  common stock
as of the first or last trading  days of each  quarterly  participation  period.
During 2000 and 1999,  employees purchased shares of common stock under the plan
totaling 243,000 and 55,000,  respectively.  An additional  1,157,000 shares are
available for issuance as of May 28, 2000.

         As the Company  applies APB 25 in  accounting  for its  Employee  Stock
Purchase Plan, no compensation  cost has been recognized for shares issued under
the plan.  The impact of  recognizing  compensation  expense for purchases  made
under the plan in 2000 in  accordance  with the fair value  method  specified in
SFAS 123 is not significant to the Company's financial statement disclosures.

NOTE 17
COMMITMENTS AND CONTINGENCIES

The Company makes trade commitments in the course of its normal  operations.  As
of May 28, 2000, the Company was contingently  liable for approximately  $17,175
under  outstanding   letters  of  credit  issued  in  connection  with  purchase
commitments.  As of May 28, 2000, the Company also has guaranteed  approximately
$8,558 of third-party sub-lease obligations.

         The Company is involved in litigation arising from the normal course of
business.  In the opinion of  management,  this  litigation  is not  expected to
materially  impact the Company's  consolidated  financial  position,  results of
operations or cash flows.

NOTE 18
SUBSEQUENT EVENT

On July 13, 2000, the Company filed a registration statement with the Securities
and Exchange Commission.  The purpose of the filing was to register $500 million
of debt securities using a shelf registration  process.  Under this process, the
Company may offer, from time to time, up to $500 million of debt securities.

NOTE 19
QUARTERLY DATA (UNAUDITED)

Summarized quarterly data for 2000 and 1999 are as follows:
<TABLE>
<CAPTION>
                                                                  Fiscal 2000 - Quarters Ended
--------------------------------------------------------------------------------------------------------------------
                                                 Aug. 29       Nov. 28       Feb. 27        May 28        Total
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>            <C>           <C>
Sales                                         $   929,391   $   848,231   $   917,505    $ 1,006,129   $ 3,701,256
Gross Profit                                      203,323       169,209       203,285        224,481       800,298
Earnings before Interest and Taxes                 77,803        43,230        79,361         95,901       296,295
Earnings before Taxes                              73,227        37,965        72,715         90,000       273,907
Net Earnings                                       47,313        24,454        46,892         58,046       176,705
Net Earnings per Share:
   Basic                                      $      0.36   $      0.19   $      0.37    $      0.47   $      1.38
   Diluted                                    $      0.35   $      0.18   $      0.36    $      0.46   $      1.34
====================================================================================================================
<CAPTION>
                                                                  Fiscal 1999 - Quarters Ended
--------------------------------------------------------------------------------------------------------------------
                                                 Aug. 30       Nov. 29       Feb. 28        May 30        Total
--------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>            <C>           <C>
Sales                                         $   886,057   $   791,168   $   866,907    $   913,975   $ 3,458,107
Gross Profit                                      175,105       147,111       182,510        208,464       713,190
Earnings before Interest and Taxes                 59,306        29,443        62,939         83,727       235,415
Earnings before Taxes                              53,871        24,657        58,517         78,830       215,875
Net Earnings                                       35,179        15,919        38,353         51,087       140,538
Net Earnings per Share:
   Basic                                      $      0.25   $      0.11   $      0.28    $      0.38   $      1.02
   Diluted                                    $      0.24   $      0.11   $      0.27    $      0.37   $      0.99
====================================================================================================================
</TABLE>

<PAGE>

DARDEN RESTAURANTS, INC.
2000 Annual Report to Stockholders
PAGE 44

FIVE YEAR FINANCIAL SUMMARY
(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                        Fiscal Year Ended
--------------------------------------------------------------------------------------------------------------------
Operating Results                         May 28, 2000   May 30, 1999   May 31, 1998   May 25, 1997   May 26, 1996
--------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>            <C>            <C>
Sales                                      $ 3,701,256    $ 3,458,107    $ 3,287,017    $ 3,171,810    $ 3,191,779
--------------------------------------------------------------------------------------------------------------------
Costs and Expenses:
   Cost of Sales:
   Food and beverage                         1,199,709      1,133,705      1,083,629      1,077,316      1,062,624
   Restaurant labor                          1,180,090      1,117,401      1,062,490      1,017,315        954,886
   Restaurant expenses                         521,159        493,811        482,311        481,348        455,626
--------------------------------------------------------------------------------------------------------------------
Total Cost of Sales                        $ 2,900,958    $ 2,744,917    $ 2,628,430    $ 2,575,979    $ 2,473,136
--------------------------------------------------------------------------------------------------------------------
Restaurant Operating Profit                    800,298        713,190        658,587        595,831        718,643
--------------------------------------------------------------------------------------------------------------------
Selling, General and Administrative            379,470        360,909        358,542        361,263        373,920
Depreciation and Amortization                  130,464        125,327        126,289        136,876        134,599
Interest, Net                                   22,388         19,540         20,084         22,291         21,406
Restructuring and asset impairment
   expense or (credit), net                     (5,931)        (8,461)                      229,887         75,000
--------------------------------------------------------------------------------------------------------------------
Total Costs and Expenses                   $ 3,427,349    $ 3,242,232    $ 3,133,345    $ 3,326,296    $ 3,078,061
--------------------------------------------------------------------------------------------------------------------
Earnings (Loss) before Income Taxes            273,907        215,875        153,672       (154,486)       113,718
Income Taxes                                    97,202         75,337         51,958        (63,457)        39,363
--------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss)                        $   176,705    $   140,538    $   101,714    $   (91,029)   $    74,355
--------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) per Share:
   Basic                                   $      1.38    $      1.02    $      0.69    $     (0.59)   $      0.47
   Diluted                                 $      1.34    $      0.99    $      0.67    $     (0.59)   $      0.46
--------------------------------------------------------------------------------------------------------------------
Average Number of Common Shares
   Outstanding, Net of Shares Held in
   Treasury (in 000's):
     Basic                                     128,500        137,300        148,300        155,600        158,700
     Diluted                                   131,900        141,400        151,400        155,600        161,300
====================================================================================================================
Excluding Restructuring and Asset
   Impairment Expense or (Credit),
   Net
Earnings                                   $   173,082    $   135,313    $   101,714    $    54,330    $   119,204
Earnings per Share:
   Basic                                   $      1.35    $      0.99    $      0.69    $      0.35    $      0.75
   Diluted                                 $      1.31    $      0.96    $      0.67    $      0.35    $      0.74
====================================================================================================================
Financial Position
Total Assets                               $ 1,971,423    $ 1,890,247    $ 1,984,742    $ 1,963,722    $ 2,088,504
Land, Buildings and Equipment                1,578,541      1,461,535      1,490,348      1,533,272      1,702,861
Working Capital (Deficit)                     (316,427)      (194,478)      (161,123)      (143,211)      (157,326)
Long-term Debt                                 306,586        316,451        310,608        313,192        301,205
Stockholders' Equity                           960,470        964,036      1,019,845      1,081,213      1,222,637
Stockholders' Equity per Share                    7.86           7.30           7.23           7.07           7.70
====================================================================================================================
Other Statistics
Cash Flow from Operations                  $   337,120    $   348,220    $   236,125    $   189,203    $   294,032
Capital Expenditures                           268,946        123,673        112,168        159,688        213,905
Dividends Paid                                  10,134         10,857         11,681         12,385         12,647
Dividends Paid per Share                          0.08           0.08           0.08           0.08           0.08
Advertising Expense                        $   181,959    $   180,563    $   186,261    $   204,321    $   239,526
Number of Employees                            122,300        116,700        114,800        114,600        119,100
Number of Restaurants                            1,139          1,139          1,151          1,182          1,217
Stock Price:
   High                                    $    22.813    $    23.375    $    18.125    $    12.125    $    14.000
   Low                                          12.563         14.188          8.125          6.750          9.750
   Close                                        18.875         21.313         15.438          8.250         11.750
====================================================================================================================
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