EXHIBIT 13


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 18

As of May 27, 2001,  Darden  Restaurants,  Inc. (Darden or the Company) operated
1,168 Red Lobster,  Olive Garden,  Bahama Breeze and Smokey Bones BBQ Sports Bar
restaurants in the U.S. and Canada and licensed 34 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.  Fiscal  years ended 2001,
2000, and 1999 each consisted of 52 weeks of operation.

REVENUES

Total  revenues in 2001 were $4.02 billion,  an 8.6 percent  increase from 2000.
Total  revenues in 2000 were $3.70  billion,  a 7.0 percent  increase from 1999.

COSTS AND EXPENSES

Food and  beverage  costs for both 2001 and 2000 were 32.4  percent of sales,  a
decrease of 0.4 percentage  points from 1999. The comparability in 2001 and 2000
food and  beverage  costs,  as a percentage  of sales,  is primarily a result of
favorable menu-mix changes,  pricing changes,  and other efficiencies  resulting
from higher sales volumes,  offset by higher product costs. The decrease in food
and beverage  costs in 2000 from 1999,  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 of
1999.

Restaurant  labor  decreased in 2001 to 31.4 percent of sales,  compared to 31.9
percent  of sales in 2000 and 32.3  percent  of sales in 1999  primarily  due to
efficiencies resulting from higher sales volumes.

Restaurant expenses (primarily lease expenses, property taxes, credit card fees,
utilities, and workers' compensation costs) amounted to 14.2 percent of sales in
2001,  which was comparable to the 14.1 and 14.3 percent of sales levels in 2000
and 1999,  respectively.  The  comparability is a result of higher sales volumes
and the fixed component of these expenses which are not impacted by higher sales
volumes, offset by higher utility costs.

Selling,  general, and administrative expenses decreased in 2001 to 10.1 percent
of  sales,  compared  to 10.3  percent  in 2000 and 10.4  percent  in 1999.  The
decrease  in 2001 is  principally  a result of reduced  marketing  expenses as a
percent of sales, partially offset by additional labor costs associated with new
concept expansion and development.

Depreciation and amortization  expense of 3.7 percent of sales in 2001 increased
from 3.5  percent in 2000 and 3.6 percent in 1999  primarily  as a result of new
restaurant and remodel  activity,  partially  offset by the favorable  impact of
higher  sales  volumes.  Interest  expense  increased to 0.8 percent of sales in
2001,  compared  to 0.6  percent  of sales in 2000 and  1999.  The  increase  is
primarily due to higher debt levels in 2001.

INCOME FROM OPERATIONS

Pre-tax earnings  increased by 12.4 percent in 2001 to $301.2 million,  compared
to $268.0 million (before net restructuring and asset impairment credit) in 2000
and $207.4 million  (before net  restructuring  credit) in 1999. The increase in
2001 was primarily attributable to annual same-restaurant sales increases in the
U.S. for both Red Lobster and Olive Garden totaling 5.9 percent and 7.2 percent,
respectively.   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. Red Lobster and Olive
Garden have enjoyed 14 and 27 consecutive quarters of U.S. same-restaurant sales
increases, respectively.

PROVISION FOR INCOME TAXES

The effective  tax rate for 2001 was 34.6  percent,  compared to 35.4 percent in
2000 (before net restructuring and asset impairment  credit) and 34.8 percent in
1999 (before net restructuring  credit).  The decrease in the effective tax rate
from 2000 to 2001 resulted  primarily  from  increases in income tax credits and
deductions  that were not  available in 2000.  The increase in the effective tax
rate from 1999 to 2000 is primarily a result of higher 2000 pre-tax earnings.


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 19

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

Net earnings for 2001 of $197.0 million,  or $1.59 per diluted share,  increased
13.8 percent,  compared to 2000 net earnings before net  restructuring and asset
impairment  credit of $173.1 million,  or $1.31 per diluted share.  Net earnings
before net  restructuring  and asset  impairment  credit for 2000 increased 27.9
percent, compared to net earnings before restructuring credit for 1999 of $135.3
million, or 96 cents per diluted share.

NET EARNINGS AND NET EARNINGS  PER SHARE

Net earnings for 2001 of $197.0 million ($1.59 per diluted share)  compared with
net earnings after net  restructuring  and asset  impairment  credit for 2000 of
$176.7 million  ($1.34 per diluted  share) and net earnings after  restructuring
credit of $140.5 million ($0.99 per diluted share).

During 1997, an after-tax  restructuring  and asset impairment  charge of $145.4
million ($0.93 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 2000  reversal  primarily
resulted from favorable lease terminations. The 1999 reversal primarily resulted
from the  Company's  decision to close fewer  restaurants  than  identified  for
closure as part of the initial  restructuring  action. 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  $12.0  million as of May 27,  2001,  down from $115.0
million at May 28, 2000.  The decrease  resulted  primarily  from the  Company's
issuance of long-term  debt in which the proceeds were used to repay  short-term
debt.

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  Investors  Service),  "BBB+"  (Standard & Poor's)  and "BBB+"  (Fitch)
ratings.  The Company's commercial paper has ratings of "P-2" (Moody's Investors
Service),  "A-2"  (Standard & Poor's) and "F-2"  (Fitch).  Such ratings are only
accurate  as of the  date of  this  report  and  have  been  obtained  with  the
understanding that Moody's Investors Service,  Standard & Poor's, and Fitch will
continue to monitor the credit of the  Company  and make future  adjustments  to
such ratings to the extent warranted. The ratings may be changed, superseded, or
withdrawn at any time.

Darden's  long-term debt includes $150 million of unsecured  6.375 percent notes
due in February 2006 and $100 million of unsecured 7.125 percent  debentures due
in February  2016.  In September  2000,  the Company also issued $150 million of
unsecured  8.375  percent  senior notes due in September  2005.  Proceeds of the
issuance were used to repay short-term debt.

In November 2000,  Darden filed a prospectus  supplement with the Securities and
Exchange  Commission  allowing  the  Company  to  offer  up to $350  million  of
medium-term  notes  from time to time.  The notes  will be  unsecured,  may bear
interest at either fixed or floating rates,  and may have maturity dates of nine
months or more after issuance.  In April 2001, the Company issued $75 million of
7.45 percent  fixed rate notes under this program with a maturity  date of April
2011. Proceeds of the issuance were used to repay short-term debt.

As of May 27,  2001,  Darden's  long-term  debt also  includes  a $44.5  million
commercial  bank loan that is used to support  two loans from the Company to the
Employee Stock Ownership Plan portion of the Darden Savings Plan.


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 20

The Company has a commercial  paper program that serves as its primary source of
short-term  financing.  As of May 27, 2001, there were $12 million of borrowings
outstanding under the program. To support the program,  the Company has a credit
facility  with a  consortium  of banks  under which the Company can borrow up to
$300 million.  As of May 27, 2001, no amounts were outstanding  under the credit
facility.  The credit  facility  expires in October  2004 and  contains  various
restrictive  covenants,  such as maximum debt to capital  ratios.  None of these
covenants is expected to impact the Company's liquidity or capital resources.

The Company's adjusted debt-to-adjusted-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 adjusted debt and adjusted
total  capital) was 44 percent and 42 percent at May 27, 2001, and May 28, 2000,
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 6.5 times and 7.1 times at May 27, 2001, and May 28, 2000,
respectively.  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.



                                                                            May 27, 2001          May 28, 2000
CAPITAL STRUCTURE                                                          $ In millions         $ In millions
- --------------------------------------------------------------------------------------------------------------------
                                                                                           
Short-term debt                                                             $     12.0             $   115.0
Long-term debt                                                                   520.6                 306.6
- --------------------------------------------------------------------------------------------------------------------
Total debt                                                                       532.6                 421.6
Stockholders' equity                                                           1,035.2                 960.5
- --------------------------------------------------------------------------------------------------------------------
Total capital                                                               $  1,567.8             $ 1,382.1
====================================================================================================================
ADJUSTMENTS TO CAPITAL
- --------------------------------------------------------------------------------------------------------------------
Leases-debt equivalent                                                           275.1                 264.8
Adjusted total debt                                                              807.7                 686.4
Adjusted total capital                                                      $  1,842.9             $ 1,646.9
Debt-to-total capital ratio                                                       34%                   31%
Adjusted debt-to-adjusted total capital ratio                                     44%                   42%
====================================================================================================================


In 2001,  2000, and 1999,  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 2001, 2000, and 1999, the Company
purchased treasury stock totaling $177 million,  $202 million, and $228 million,
respectively.  As of May 27,  2001,  a total of 52.5  million  shares  have been
purchased  under the various  stock  buy-back plan  authorizations.

The Company generated $421 million, $343 million, and $358 million in funds from
operating  activities  during 2001,  2000, and 1999,  respectively.  The Company
requires capital  principally for building new restaurants,  replacing equipment
and remodeling existing  restaurants.  Capital expenditures were $355 million in
2001,  compared to $269 million in 2000, and $124 million in 1999. The increased
expenditures in 2001 and 2000 resulted  primarily from new restaurant  growth as
well as  remodeling  activity at Olive Garden and Red Lobster  restaurants.  The
2001,  2000,  and 1999  capital  expenditures,  treasury  stock  purchases,  and
dividend requirements were financed primarily through internally generated funds
and the issuance of commercial  paper. This has resulted in the Company carrying
current  liabilities in excess of current assets. The Company estimates that its
2002 capital expenditures will be slightly more in amount to that of 2001.

The  Company is not aware of any other  trends or events  that would  materially
affect its capital  requirements  or  liquidity.  The Company  believes that its
internal  cash  generating  capabilities  and  short-term  borrowings  available
through its commercial paper program should be sufficient to finance its capital
expenditures and other operating activities through fiscal 2002.

IMPACT OF INFLATION

For 2001,  2000, and 1999,  management does not believe that inflation has had a
significant  overall effect on the Company's  operations.  As operating expenses
increase,  management believes the Company has historically been able to pass on
increased costs through menu price increases and other strategies.


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 21

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to a variety of market risks,  including  fluctuations in
interest rates, foreign currency exchange rates, and commodity prices. To manage
this exposure,  Darden  periodically enters into interest rate, foreign currency
exchange, and commodity instruments for other than trading purposes.

The Company uses the  variance/covariance  method to measure value at risk, over
time horizons  ranging from one week to one year,  at the 95 percent  confidence
level. As of May 27, 2001, the Company's potential losses in future net earnings
resulting from changes in foreign currency exchange rates, commodity prices, and
floating rate debt interest rate exposures were  approximately $1 million over a
period of one year. The Company issued $225 million of new long-term  fixed rate
debt during fiscal 2001. The value at risk from an increase in the fair value of
all of the Company's  long-term  fixed rate debt, over a period of one year, was
approximately $40 million.  The fair value of the Company's long-term fixed rate
debt during fiscal 2001 averaged $359 million, with a high of $472 million and a
low of $229 million. The Company's interest rate risk management objective is to
limit the  impact  of  interest  rate  changes  on  earnings  and cash  flows by
targeting an appropriate mix of variable and fixed rate debt.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (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.  In June 2000,  the FASB issued SFAS
138,  "Accounting  for  Certain  Derivative   Instruments  and  Certain  Hedging
Activities - an Amendment of FASB Statement No. 133". SFAS 138, which amends the
accounting  and  reporting   standards  of  SFAS  133  for  certain   derivative
instruments and hedging activities,  must be adopted concurrently with SFAS 133.
The Company  adopted SFAS 133 and SFAS 138 in the first  quarter of fiscal 2002.
Adoption  of SFAS 133 and  SFAS  138 did not  materially  impact  the  Company's
consolidated financial position, results of operations or cash flows.

FORWARD-LOOKING STATEMENTS

Certain  statements  included  in this  report  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.  Words or phases such as
"believe",  "plan", "will",  "expect",  "intend", "is anticipated",  "estimate",
"project",  and similar  expressions  are  intended to identify  forward-looking
statements.  All of these  statements,  and any other  statements in this report
that are not historical facts, are forward-looking.  Examples of forward-looking
statements  include,  but are not limited  to,  projections  regarding  expected
casual dining sales growth;  the ability of the casual dining segment to weather
economic  downturns;  demographic  trends;  the  Company's  expansion  plans and
business development activities; and the Company's long-term goals of increasing
market share,  expanding  margins on incremental  sales, and growing earnings 15
percent  to 20  percent  per year on a compound  annual  basis.  Forward-looking
statements are based on assumptions concerning important risks and uncertainties
that  could   significantly   affect  anticipated   results.   These  risks  and
uncertainties include, but are not limited to, (i) the highly competitive nature
of the restaurant industry,  especially pricing, service,  location,  personnel,
and type and  quality of food;  (ii)  economic,  market,  and other  conditions,
including changes in consumer  preferences and demographic trends; (iii) changes
in food  and  other  costs,  and the  general  impact  of  inflation;  (iv)  the
availability  of desirable  restaurant  locations;  (v) government  regulations,
including those relating to zoning, land use,  environmental matters, and liquor
licenses;   and  (vi)  growth  plans,  including  real  estate  development  and
construction  activities,  the issuance and renewal of licenses, and permits for
restaurant  development and the availability of funds to finance growth.  If the
Company's   projections  and  estimates   regarding  these  key  factors  differ
materially from what actually  occurs,  the Company's  actual results could vary
significantly from the performance projected in its forward-looking statements.


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 22

REPORT OF MANAGEMENT RESPONSIBILITIES

The management of Darden  Restaurants,  Inc. is responsible for the fairness and
accuracy of the consolidated  financial statements.  The consolidated  financial
statements have been prepared in accordance with generally  accepted  accounting
principles,  using  management's best estimates and judgments where appropriate.
The  financial  information  throughout  this  report  is  consistent  with  our
consolidated financial statements.

Management  has  established  a  system  of  internal   controls  that  provides
reasonable  assurance that assets are adequately  safeguarded,  and transactions
are  recorded  accurately,   in  all  material  respects,   in  accordance  with
management's   authorization.   We  maintain  a  strong   audit   program   that
independently evaluates the adequacy and effectiveness of internal controls. Our
internal   controls   provide   for   appropriate   separation   of  duties  and
responsibilities,  and there are documented  policies  regarding  utilization of
Company  assets  and  proper  financial  reporting.  These  formally  stated and
regularly  communicated  policies set high standards of ethical  conduct for all
employees.

The Audit  Committee of the Board of Directors meets regularly to determine that
management, internal auditors, and independent auditors are properly discharging
their duties regarding internal control and financial reporting. The independent
auditors,  internal  auditors,  and  employees  have full and free access to the
Audit Committee at any time.

KPMG LLP,  independent  certified public accountants,  are retained to audit the
consolidated financial statements. Their report follows.

/s/ Joe R. Lee

Joe R. Lee
Chairman of the Board and Chief Executive Officer


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 27, 2001, and May 28, 2000, 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 27,
2001. 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 27, 2001, and May 28, 2000, and the results of
their  operations  and their cash flows for each of the years in the  three-year
period ended May 27, 2001, in conformity  with accounting  principles  generally
accepted in the United States of America.

/s/ KPMG LLP

Orlando, Florida
June 15, 2001



DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 23

CONSOLIDATED STATEMENTS OF EARNINGS



                                                                                Fiscal Year Ended
- --------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)                            May 27, 2001     May 28, 2000      May 30, 1999
- --------------------------------------------------------------------------------------------------------------------
                                                                                           
Sales                                                              $4,021,157        $3,701,256      $ 3,458,107
Costs and Expenses:
   Cost of sales:
         Food and beverage                                          1,302,926         1,199,709        1,133,705
         Restaurant labor                                           1,261,837         1,181,156        1,117,401
         Restaurant expenses                                          569,963           519,832          493,811
- --------------------------------------------------------------------------------------------------------------------
             Total Cost of Sales                                   $3,134,726        $2,900,697      $ 2,744,917
    Selling, general and administrative                               407,685           379,731          360,909
    Depreciation and amortization                                     146,864           130,464          125,327
    Interest, net                                                      30,664            22,388           19,540
    Restructuring and asset impairment credit, net                                       (5,931)          (8,461)
- --------------------------------------------------------------------------------------------------------------------
                     Total Costs and Expenses                      $3,719,939        $3,427,349      $ 3,242,232
- --------------------------------------------------------------------------------------------------------------------
Earnings before Income Taxes                                          301,218           273,907          215,875
Income Taxes                                                          104,218            97,202           75,337
- --------------------------------------------------------------------------------------------------------------------
Net Earnings                                                       $  197,000        $  176,705     $    140,538
====================================================================================================================
Net Earnings per Share:
   Basic                                                           $     1.64        $     1.38     $       1.02

   Diluted                                                         $     1.59        $     1.34     $       0.99

====================================================================================================================
Average Number of Common Shares Outstanding:
   Basic                                                              119,800           128,500          137,300
   Diluted                                                            123,800           131,900          141,400
====================================================================================================================


See accompanying notes to consolidated financial statements.


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 24

CONSOLIDATED BALANCE SHEETS



- --------------------------------------------------------------------------------------------------------------------
(In thousands)                                                       May 27, 2001              May 28, 2000
- --------------------------------------------------------------------------------------------------------------------
                                                                                         
                            ASSETS
Current Assets:
   Cash and cash equivalents                                         $     61,814              $     26,102
   Receivables                                                             32,870                    27,962
   Inventories                                                            148,429                   142,187
   Net assets held for disposal                                            10,087                    19,614
   Prepaid expenses and other current assets                               26,942                    26,525
   Deferred income taxes                                                   48,000                    48,070
- --------------------------------------------------------------------------------------------------------------------
     Total Current Assets                                            $    328,142              $    290,460
Land, Buildings and Equipment                                           1,779,515                 1,578,541
Other Assets                                                              110,801                   102,422
- --------------------------------------------------------------------------------------------------------------------
            Total Assets                                             $  2,218,458              $  1,971,423
====================================================================================================================
             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                                  $    156,859              $    140,487
   Short-term debt                                                         12,000                   115,000
   Current portion of long-term debt                                        2,647                     2,513
   Accrued payroll                                                         82,588                    77,805
   Accrued income taxes                                                    47,698                    33,256
   Other accrued taxes                                                     27,429                    25,524
   Other current liabilities                                              225,037                   212,302
- --------------------------------------------------------------------------------------------------------------------
     Total Current Liabilities                                       $    554,258              $    606,887
Long-term Debt                                                            517,927                   304,073
Deferred Income Taxes                                                      90,782                    79,102
Other Liabilities                                                          20,249                    20,891
- --------------------------------------------------------------------------------------------------------------------
            Total Liabilities                                        $  1,183,216              $  1,010,953
- --------------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
   Common stock and surplus, no par value.  Authorized
     500,000 shares; issued 169,299 and 165,977 shares,
     respectively; outstanding 117,380 and 122,192 shares,
     respectively                                                    $  1,405,799              $  1,351,707
   Preferred stock, no par value.  Authorized 25,000 shares;
     none issued and outstanding
   Retained earnings                                                      532,121                   344,579
   Treasury stock, 51,919 and 43,785 shares, at cost                     (840,254)                 (666,837)
   Accumulated other comprehensive income                                 (13,102)                  (12,457)
   Unearned compensation                                                  (49,322)                  (56,522)
- --------------------------------------------------------------------------------------------------------------------
             Total Stockholders' Equity                              $  1,035,242              $    960,470
- --------------------------------------------------------------------------------------------------------------------
                     Total Liabilities and Stockholders'             $  2,218,458              $  1,971,423
Equity
====================================================================================================================


See accompanying notes to consolidated financial statements.



DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 25

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



- --------------------------------------------------------------------------------------------------------------------
                                           Common                          Accumulated
                                           Stock                              Other                       Total
                                            and      Retained    Treasury Comprehensive    Unearned   Stockholders'
(In thousands, except per share data)     Surplus    Earnings     Stock       Income     Compensation    Equity
- --------------------------------------------------------------------------------------------------------------------
                                                                                    

- --------------------------------------------------------------------------------------------------------------------
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

- --------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                       197,000                                             197,000
   Other comprehensive income, foreign
     currency adjustment                                                         (645)                       (645)
                                                                                                         -----------
       Total comprehensive income                                                                         196,355
Cash dividends declared ($0.08 per share)              (9,458)                                             (9,458)
Stock option exercises (3,113 shares)       33,158                                                         33,158
Issuance of restricted stock (295
     shares), net of forfeiture adjustments  3,986                 1,035                    (5,109)           (88)
Earned compensation                                                                          4,164          4,164
ESOP note receivable repayments                                                              8,145          8,145
Income tax benefit credited to equity       15,287                                                         15,287
Purchases of common stock for treasury
   (8,440 shares)                                               (176,511)                                (176,511)
Issuance of treasury stock under Employee
   Stock Purchase and other plans
   (224 shares)                              1,661                 2,059                                    3,720

- --------------------------------------------------------------------------------------------------------------------
Balance at May 27, 2001                 $1,405,799   $532,121  $(840,254)    $(13,102)    $(49,322)    $1,035,242
- --------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 26

CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                Fiscal Year Ended
- --------------------------------------------------------------------------------------------------------------------
(In thousands)                                                   May 27, 2001     May 28, 2000      May 30, 1999
- --------------------------------------------------------------------------------------------------------------------
                                                                                           
Cash Flows - Operating Activities
   Net Earnings                                                   $  197,000         $ 176,705       $  140,538
   Adjustments to reconcile net earnings to cash flow:
     Depreciation and amortization                                   146,864           130,464          125,327
     Amortization of unearned compensation and loan costs              7,031             5,895            4,879
     Change in current assets and liabilities                         41,740             2,472           70,924
     Change in other liabilities                                        (642)             (371)           2,682
     (Gain) loss on disposal of land, buildings and equipment          1,559             2,683           (1,798)
     Deferred income taxes                                            11,750            24,609           13,967
       Income tax benefit credited to equity                          15,287             5,506            9,722
     Non-cash restructuring and asset impairment credit, net                            (5,931)          (8,461)
     Other, net                                                          (19)              594              162
- --------------------------------------------------------------------------------------------------------------------
         Net Cash Provided by Operating Activities                $  420,570         $ 342,626       $  357,942
- --------------------------------------------------------------------------------------------------------------------
Cash Flows - Investing Activities
   Purchases of land, buildings and equipment                       (355,139)         (268,946)        (123,673)
   Purchases of intangibles                                          (11,215)           (2,431)          (2,203)
   (Increase) decrease in other assets                                   485               611           (8,794)
   Proceeds from disposal of land, buildings and equipment
     (including net assets held for disposal)                         13,492            20,998           38,134
- --------------------------------------------------------------------------------------------------------------------
         Net Cash Used by Investing Activities                    $ (352,377)        $(249,768)      $  (96,536)
- --------------------------------------------------------------------------------------------------------------------
Cash Flows - Financing Activities
   Proceeds from issuance of common stock                             36,701            13,944           26,310
   Dividends paid                                                     (9,458)          (10,134)         (10,857)
   Purchases of treasury stock                                      (176,511)         (202,105)        (227,510)
   ESOP note receivable repayments                                     8,145             7,600            1,800
   Increase (decrease) in short-term debt                           (103,000)           91,500          (51,600)
   Proceeds from issuance of long-term debt                          224,454                              9,848
   Repayment of long-term debt                                       (10,658)           (9,986)          (4,126)
   Payment of loan costs                                              (2,154)             (349)
   Proceeds from issuance of equity put options                                          1,814            2,184
- --------------------------------------------------------------------------------------------------------------------
         Net Cash Used by Financing Activities                    $  (32,481)        $(107,716)      $ (253,951)
- --------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents                      35,712           (14,858)           7,455
Cash and Cash Equivalents - Beginning of Year                         26,102            40,960           33,505
- --------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents - End of Year                           $   61,814         $  26,102       $   40,960
====================================================================================================================
Cash Flow from Changes in Current Assets and Liabilities
   Receivables                                                        (4,908)           (7,706)           7,056
   Inventories                                                        (6,242)           (1,485)          41,697
   Prepaid expenses and other current assets                            (289)           (4,184)          (1,310)
   Accounts payable                                                   16,372            (4,238)          11,787
   Accrued payroll                                                     4,783             3,540            1,025
   Accrued income taxes                                               14,442            16,712           15,477
   Other accrued taxes                                                 1,905              (441)           1,793
   Other current liabilities                                          15,677               274           (6,601)
- --------------------------------------------------------------------------------------------------------------------
              Change in Current Assets and Liabilities            $   41,740         $   2,472       $   70,924
====================================================================================================================


See accompanying notes to consolidated financial statements.



DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 27

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 2001, 2000 and 1999 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 2001, 2000 and
1999 each consisted of 52 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 27, 2001,  and May 28, 2000,  amounted to
$26,818  and  $16,412,   respectively.   Intangibles  are  amortized  using  the
straight-line  method over their estimated useful lives ranging from three to 40
years. Costs capitalized  principally represent software and related development
costs and the purchase costs of leases with  favorable  rent terms.  Accumulated
amortization on intangible assets as of May 27, 2001, and May 28, 2000, amounted
to $6,199 and $5,201, 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  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.

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

DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 28

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 $196,314,  $182,220,  and $180,563,  in 2001, 2000, and
1999, 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  2,412,600,  3,586,200,  and 120,200  shares of common stock
were excluded from the  calculation of diluted  earnings per share for the years
ended May 27, 2001, May 28, 2000, and May 30, 1999, 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 natural  gas.  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 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.


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 29

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  (SFAS) No. 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.

Segment Reporting
As of May 27, 2001, the Company operated 1,168 Red Lobster, Olive Garden, Bahama
Breeze and Smokey Bones BBQ Sports Bar 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.  Management
believes  that the Company  meets the criteria  for  aggregating  its  operating
segments into a single reporting segment.

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. In June
2000, the FASB issued SFAS 138,  "Accounting for Certain Derivative  Instruments
and Certain  Hedging  Activities - an Amendment of FASB Statement No. 133". SFAS
138, which amends the accounting and reporting standards of SFAS 133 for certain
derivative instruments and hedging activities, must be adopted concurrently with
SFAS 133.  The  Company  adopted  SFAS 133 and SFAS 138 in the first  quarter of
fiscal  2002.  Adoption of SFAS 133 and SFAS 138 did not  materially  impact the
Company's consolidated financial position, results of operations, or cash flows.


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 30

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,  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 storage and
distribution  companies amounted to $24,996 and $24,692 at May 27, 2001, and May
28, 2000, 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 liability was 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 2002.

During 2000 and 1999, the Company  reversed  portions of its 1997  restructuring
liability totaling $8,560 and $8,461, respectively.  The 2000 reversal primarily
resulted from favorable lease terminations. The 1999 reversal primarily resulted
from the  Company's  decision to close fewer  restaurants  than  identified  for
closure as part of the initial  restructuring  action. No restructuring or asset
impairment expense or credit was charged to operating results during 2001.

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:


                                                                                        Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                                2000                     1999
- --------------------------------------------------------------------------------------------------------------------
                                                                                               

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)
====================================================================================================================

The  restructuring  liability is included in other  current  liabilities  in the
accompanying  consolidated  balance  sheets.  As of May 27, 2001,  approximately
$42,600 of carrying, employee severance, and lease buy-out costs associated with
the  1997   restructuring   action  had  been  paid  and  charged   against  the
restructuring  liability. A summary of restructuring liability activity for 2001
and 2000 is as follows:


                                                                                         Fiscal Year
- ------------------------------------------------------------------------ --------------------- ---------------------
                                                                                 2001                  2000
- ------------------------------------------------------------------------ --------------------- ---------------------
                                                                                               
Beginning balance                                                              $ 8,564               $ 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                             (1,364)                (2,744)
     Lease payments including lease buy-outs, net                               (1,402)                (5,271)
- ------------------------------------------------------------------------ --------------------- ---------------------
Ending Balance                                                                 $ 5,798               $  8,564
======================================================================== ===================== =====================


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 31

Asset impairment charges of $12,000 included in the beginning 2000 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.

NOTE 4 - INCOME TAXES

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



                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2001             2000              1999
- --------------------------------------------------------------------------------------------------------------------
                                                                                            

Earnings before income taxes:
       U.S.                                                       $  296,160         $ 269,802       $  212,585
       Canada                                                          5,058             4,105            3,290
- --------------------------------------------------------------------------------------------------------------------
Earnings before income taxes                                      $  301,218         $ 273,907       $  215,875
- --------------------------------------------------------------------------------------------------------------------
Income taxes:
   Current:
       Federal                                                    $   79,285         $  61,528       $   53,621
       State and local                                                13,049            10,861            7,577
       Canada                                                            134               204              172
- --------------------------------------------------------------------------------------------------------------------
     Total current                                                    92,468            72,593           61,370
- --------------------------------------------------------------------------------------------------------------------
   Deferred (principally U.S.)                                        11,750            24,609           13,967
- --------------------------------------------------------------------------------------------------------------------
Total income taxes                                                $  104,218         $  97,202       $   75,337
====================================================================================================================


During 2001, 2000, and 1999, Darden paid income taxes of $63,893,  $53,688,  and
$34,790, 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:



                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2001             2000              1999
- --------------------------------------------------------------------------------------------------------------------
                                                                                               

U.S. statutory rate                                                  35.0%             35.0%            35.0%
State and local income taxes, net of federal tax benefits             3.1               3.3              3.3
Benefit of federal income tax credits                                (4.1)             (3.9)            (4.5)
Other, net                                                            0.6               1.1              1.1
- --------------------------------------------------------------------------------------------------------------------
Effective income tax rate                                            34.6%             35.5%            34.9%
====================================================================================================================


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


                                                                            May 27, 2001          May 28, 2000
- --------------------------------------------------------------------------------------------------------------------
                                                                                            

Accrued liabilities                                                         $    14,899            $   15,836
Compensation and employee benefits                                               50,902                48,310
Asset disposition and restructuring liabilities                                   5,306                 7,616
Net assets held for disposal                                                        937                 1,837
Other                                                                             2,436                 2,210
- --------------------------------------------------------------------------------------------------------------------
Gross deferred tax assets                                                        74,480                75,809
- --------------------------------------------------------------------------------------------------------------------
Buildings and equipment                                                         (73,578)              (64,071)
Prepaid pension asset                                                           (17,376)              (16,406)
Prepaid interest                                                                 (3,812)               (4,161)
Deferred rent and interest income                                               (13,474)              (14,560)
Intangibles                                                                      (5,840)               (4,497)
Other                                                                            (3,182)               (3,146)
- --------------------------------------------------------------------------------------------------------------------
Gross deferred tax liabilities                                                 (117,262)             (106,841)
- --------------------------------------------------------------------------------------------------------------------
Net deferred tax liabilities                                                $   (42,782)           $  (31,032)
====================================================================================================================


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 27, 2001, and May 28,
2000,  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.

NOTE 5 - LAND, BUILDINGS AND EQUIPMENT

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



                                                                            May 27, 2001          May 28, 2000
- --------------------------------------------------------------------------------------------------------------------
                                                                                           

Land                                                                        $    426,171         $     409,069
Buildings                                                                      1,562,107             1,425,557
Equipment                                                                        759,812               680,178
Construction in progress                                                         128,976                75,027
- --------------------------------------------------------------------------------------------------------------------
Total land, buildings and equipment                                            2,877,066             2,589,831
Less accumulated depreciation                                                 (1,097,551)           (1,011,290)
- --------------------------------------------------------------------------------------------------------------------
Net land, buildings and equipment                                           $  1,779,515         $   1,578,541
====================================================================================================================



DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 32

NOTE 6 - OTHER ASSETS

The components of other assets are as follows:



                                                                            May 27, 2001          May 28, 2000
- --------------------------------------------------------------------------------------------------------------------
                                                                                            

Prepaid pension                                                            $      45,624          $     42,893
Prepaid interest and loan costs                                                   19,768                20,312
Liquor licenses                                                                   18,642                17,599
Intangible assets                                                                 20,619                11,211
Prepaid equipment maintenance                                                      1,641                 4,103
Miscellaneous                                                                      4,507                 6,304
- --------------------------------------------------------------------------------------------------------------------
Total other assets                                                         $     110,801          $    102,422
====================================================================================================================


NOTE 7 - SHORT-TERM DEBT

Short-term  debt at May 27,  2001,  and May 28,  2000,  consisted of $12,000 and
$115,000,  respectively,  of unsecured commercial paper borrowings with original
maturities of one month or less.  The debt bore interest rates of 4.3 percent at
May 27, 2001, and 6.36 to 6.75 percent at May 28, 2000.

NOTE 8 - LONG-TERM DEBT

The components of long-term debt are as follows:



                                                                            May 27, 2001          May 28, 2000
- --------------------------------------------------------------------------------------------------------------------
                                                                                            

8.375% senior notes due September 2005                                        $  150,000          $
6.375% notes due February 2006                                                   150,000               150,000
7.45% medium-term notes due April 2011                                            75,000
7.125% debentures due February 2016                                              100,000               100,000
ESOP loan with variable rate of interest (4.45% at May 27,
   2001) due December 2018                                                        44,455                52,600
Other                                                                              2,647                 5,160
- --------------------------------------------------------------------------------------------------------------------
Total long-term debt                                                             522,102               307,760
Less issuance discount                                                            (1,528)               (1,174)
- --------------------------------------------------------------------------------------------------------------------
Total long-term debt less issuance discount                                      520,574               306,586
Less current portion                                                              (2,647)               (2,513)
- --------------------------------------------------------------------------------------------------------------------
Long-term debt, excluding current portion                                     $  517,927          $    304,073
====================================================================================================================

In July 2000,  the  Company  registered  $500,000  of debt  securities  with the
Securities and Exchange  Commission  (SEC) using a shelf  registration  process.
Under this process,  the Company may offer, from time to time, up to $500,000 of
debt  securities.  In September  2000, the Company issued  $150,000 of unsecured
8.375 percent senior notes due in September  2005. The senior notes rank equally
with all of the Company's other unsecured and unsubordinated debt and are senior
in right of payment to all of the Company's future subordinated debt.

In November 2000, Darden filed a prospectus  supplement with the SEC to offer up
to  $350,000  of  medium-term  notes  from  time to  time  as part of the  shelf
registration  process referred to above. In April 2001, under this program,  the
Company issued $75,000 of unsecured 7.45 percent  medium-term notes due in April
2011.

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.

DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 33

The Company also maintains a credit facility which expires in October 2004, with
a  consortium  of banks under which the Company can borrow up to  $300,000.  The
credit  facility  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  credit  facility  is
available  to support the  Company's  commercial  paper  borrowing  program,  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 debt ratings and financial ratios, such as
maximum  debt  to  capital  ratios.  Advances  under  the  credit  facility  are
unsecured.  At May 27, 2001,  and May 28, 2000, no borrowings  were  outstanding
under this credit facility.

The aggregate maturities of long-term debt for each of the five years subsequent
to May 27, 2001,  and  thereafter  are $2,647 in 2002,  $0 in 2003 through 2005,
$300,000 in 2006, and $219,455 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,
6.375 percent notes and 20-year, 7.125 percent 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:



                                                        May 27, 2001                       May 28, 2000
- --------------------------------------------------------------------------------------------------------------------
                                                 Carrying            Fair           Carrying            Fair
                                                  Amount            Value            Amount            Value
- --------------------------------------------------------------------------------------------------------------------
                                                                                          

Cash and cash equivalents                        $  61,814         $  61,814         $  26,102        $  26,102
Short-term debt                                     12,000            12,000           115,000          115,000
Total long-term debt                               520,574           513,392           306,586          284,835
- --------------------------------------------------------------------------------------------------------------------


NOTE 10 - STOCKHOLDERS' EQUITY

The Company's  Board of Directors has approved a stock  repurchase  program that
authorizes  the Company to repurchase up to 64.6 million shares of the Company's
common stock.  In 2001,  2000,  and 1999, the Company  purchased  treasury stock
totaling $176,511,  $202,105,  and $227,510,  respectively.  As of May 27, 2001,
52.5 million shares have been purchased under the program.

As a part of its stock repurchase program, the Company issues equity put options
from time to time 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.  No
put options were issued in 2001 or outstanding at May 27, 2001.

DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 34

NOTE 11 - STOCKHOLDERS' RIGHTS PLAN

The Company has a  stockholders'  rights plan that  entitles  each holder of the
Company's  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  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:



                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2001                2000              1999
- --------------------------------------------------------------------------------------------------------------------
                                                                                               
Interest expense                                                     $35,196           $24,999          $21,015
Capitalized interest                                                  (3,671)           (1,910)            (593)
Interest income                                                         (861)             (701)            (882)
- --------------------------------------------------------------------------------------------------------------------
Interest, net                                                        $30,664           $22,388          $19,540
====================================================================================================================


Capitalized  interest was  computed  using the  Company's  borrowing  rate.  The
Company  paid  $24,281,  $19,834,  and  $16,356  for  interest  (net of  amounts
capitalized) in 2001, 2000, and 1999, respectively.

NOTE 13 - LEASES

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



                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2001              2000              1999
- --------------------------------------------------------------------------------------------------------------------
                                                                                              

Restaurant minimum rent                                             $40,007           $38,818          $38,866
Restaurant percentage rent                                            3,163             2,183            1,853
Restaurant equipment minimum rent                                     8,388             8,267            8,511
Restaurant rent averaging expense                                      (510)             (473)              13
Transportation equipment                                              2,320             1,946            1,856
Office equipment                                                      1,323             1,090            1,012
Office space                                                          1,020               597              505
Warehouse space                                                         227               227              215
- --------------------------------------------------------------------------------------------------------------------
Total rent expense                                                  $55,938           $52,655          $52,831
====================================================================================================================


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 27, 2001,  and  thereafter  are:  $51,787 in 2002,  $45,890 in
2003, $34,233 in 2004, $28,746 in 2005, $23,074 in 2006, and $69,817 thereafter,
for a cumulative total of $253,547.

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.

DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 35

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 28, 2001, and February 29, 2000:





                                                 Defined Benefit Plans  (1)         Post-retirement Benefit Plan
- ------------------------------------------------------------------------------------------------------------------
                                                     2001            2000                     2001         2000
- ------------------------------------------------------------------------------------------------------------------
                                                                                            
Change in Benefit Obligation:
Benefit obligation at the beginning of period     $ 82,634       $  83,205              $   5,663       $   5,718
  Service cost                                       3,488           3,091                    246             260
  Interest cost                                      6,450           5,683                    448             396
  Participant contributions                                                                    96              89
  Benefits paid                                     (3,765)         (4,204)                  (159)           (206)
  Actuarial (gain) loss                              8,532          (5,141)                   445            (594)
                                                  --------       ----------             ---------       ---------
Benefit obligation at the end of period           $ 97,339       $  82,634              $   6,739       $   5,663
                                                  ========       =========              =========       =========

Change in Plan Assets:
Fair value of plan assets at the
  beginning of period                             $115,872       $ 102,550              $               $
  Actual return on plan assets                       7,894          17,495
  Employer contributions                                41              31                     63             117
  Participant contributions                                                                    96              89
Benefits paid                                       (3,765)         (4,204)                  (159)           (206)
                                                  --------       ---------              ---------       ---------
Fair value of plan assets at the end of period    $120,042       $115,872               $               $
                                                  ========       ========               =========       =========

Reconciliation of Funded Status of the Plan:
Funded status at end of year                      $ 22,703       $  33,238              $  (6,739)      $  (5,663)
  Unrecognized transition asset                       (642)         (1,284)
  Unrecognized prior service cost                   (1,849)         (2,305)                    65              83
  Unrecognized actuarial (gain) loss                22,857          10,843                   (371)           (835)
  Contributions for March to May                        10              10                     28              38
                                                  ---------      ---------              ---------       ---------
Prepaid (accrued) benefit costs                   $ 43,079       $  40,502              $  (7,017)      $  (6,377)
                                                  =========      =========              =========       =========

Components of the Consolidated
  Balance Sheets:
Prepaid benefit costs                             $ 45,624       $  42,893              $               $
Accrued benefit costs                               (2,545)         (2,391)                (7,017)         (6,377)
                                                  --------       ---------              ---------       ---------
Net asset (liability) recognized                  $ 43,079       $  40,502              $  (7,017)      $  (6,377)
                                                  ========       =========              =========       =========



(1)  For plans with  accumulated  benefit  obligations in excess of plan assets,
     the  accumulated  benefit  obligation and plan assets were $2,781 and zero,
     respectively,  as of February 28, 2001, and $2,460 and zero,  respectively,
     as of February 29, 2000.

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:



                                                    Defined Benefit Plans           Post-retirement Benefit Plan
- ------------------------------------------------------------------------------------------------------------------
                                                        2001            2000                  2001         2000
- ---------------------------------------------------------------------------------------------------------------
                                                                                               

Discount rate                                              7.5%          8.0%                  7.5%         8.0%
Expected long-term rate of return on plan assets          10.4%         10.4%                  N/A          N/A
Rate of future compensation increases                      4.0%          4.5%                  N/A          N/A



The assumed health care cost trend rate increase in the  per-capita  charges for
benefits  ranged  from 6.0 percent to 4.7  percent  for 2002,  depending  on the
medical service category. The rates gradually decrease to a range of 5.5 percent
to 4.6 percent  through  2006 and 2004,  respectively,  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  variance 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 $146  and  $111,  respectively,  and  would  increase  or  decrease  the
accumulated   post-retirement   benefit   obligation   by  $1,298  and   $1,036,
respectively.

DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 36

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



                                                         Defined Benefit Plans            Post-retirement Benefit Plan
                                                         -----------------------          ----------------------------
                                                        2001        2000       1999         2001   2000       1999
- ------------------------------------------------- ------------ ----------- ---------- -- -------- -------- -----------
                                                                                           

Service  cost                                       $ 3,488     $ 3,091    $  3,251       $ 246    $ 260     $ 267
Interest cost                                         6,255       5,509       5,243         447      396       408
Expected return on plan assets                      (11,589)    (10,652)    (10,247)
Amortization of unrecognized transition asset          (642)       (642)       (642)
Amortization of unrecognized prior service cost        (456)       (456)       (456)         18       18        18
Recognized net actuarial loss (gain)                    213       1,405       1,088         (18)
                                                    -------     -------    --------       -----    -----     -----
Net periodic benefit cost (income)                  $(2,731)    $(1,745)   $ (1,763)      $ 693    $ 674     $ 693
                                                    =======     =======    ========       =====    =====     =====



Defined Contribution Plan
The Company has a defined  contribution  plan covering most employees age 21 and
older. The Company matches  participant  contributions with at least one year of
service 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 $363,610 at May 27,
2001, and $264,127 at May 28, 2000.  Expense  recognized in 2001, 2000, and 1999
was $3,358,  $3,729, and $5,054,  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 $53,763 and $44,150 as of May
27, 2001 and May 28, 2000, 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 2001,  2000,  and 1999, the
ESOP incurred interest expense of $3,086, $3,436, and $3,203, respectively,  and
used dividends received of $415, $941, and $647, respectively, and contributions
received from the Company of $9,224,  $9,385, and $4,368,  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 27, 2001,
the ESOP's debt to the Company had a balance of $44,455 with a variable  rate of
interest of 4.45 percent;  $27,555 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 27, 2001, approximates  9,810,000,  representing 6,740,000 unreleased shares
and 3,070,000 shares allocated to participants.

NOTE 15 - STOCK PLANS

The Company  maintains three  principal stock option and stock grant plans:  the
Amended and Restated  Stock Option and  Long-Term  Incentive  Plan of 1995 (1995
Plan);  the  Restaurant  Management and Employee Stock Plan of 2000 (2000 Plan);
and the Stock Plan for Directors,  adopted in 2000 (Director  Plan).  All of the
plans are administered by the Compensation  Committee of the Board of Directors.
The 1995 Plan  provides for the issuance of up to  22,200,000  common  shares in
connection  with the granting of  non-qualified  stock  options,  and restricted
stock or restricted stock units (RSUs),  to key employees.  Restricted stock and
RSUs may be granted  under the plan for up to  1,500,000  shares.  The 2000 Plan
provides for the issuance of up to 3,600,000  common shares out of the Company's


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 37

treasury in  connection  with the granting of  non-qualified  stock  options and
restricted  stock or RSUs to key employees,  excluding  directors and Section 16
reporting officers.  Restricted stock and RSUs may be granted under the plan for
up to five percent of the shares  authorized  under the plan.  The Director Plan
provides for the issuance of up to 250,000  common  shares out of the  Company's
treasury in  connection  with the granting of  non-qualified  stock  options and
restricted  stock and RSUs to  non-employee  directors.  Under all of the plans,
stock  options  are  granted at a price  equal to the fair  market  value of the
shares at the date of grant, for terms not exceeding ten years, and have various
vesting  periods at the  discretion of the  Compensation  Committee.  Restricted
stock and RSUs granted  under the 1995 and 2000 Plans  generally  vest no sooner
than one year from the date of grant,  although  the  restricted  period  may be
accelerated based on performance goals established by the Committee.

The Company also maintains the Compensation Plan for Non-Employee Directors that
was adopted in 2000. This plan provides that non-employee directors may elect to
receive  their  annual  retainer and meeting  fees in any  combination  of cash,
deferred cash or Company  common  shares,  and  authorizes the issuance of up to
50,000 common shares out of the Company's treasury for this purpose.  The common
shares issuable under the plan shall have a fair market value  equivalent to the
value of the foregone retainer and meeting fees.

The per share weighted  average fair value of stock options granted during 2001,
2000, and 1999 was $17.54, $6.47, and $10.21,  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  obligations  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:



                                                                                  Stock Options
                                                                             Granted in Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                      2001            2000              1999
- --------------------------------------------------------------------------------------------------------------------
                                                                                           

Risk-free interest rate                                              7.00%            6.50%             5.60%
Expected volatility of stock                                         30.0%            30.0%             30.0%
Dividend yield                                                        0.1%             0.1%              0.1%
Expected option life                                             6.0 years        6.0 years         6.0 years
====================================================================================================================


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:



                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2001             2000              1999
- --------------------------------------------------------------------------------------------------------------------
                                                                                           

Net earnings
   As reported                                                    $ 197,000        $  176,705       $  140,538
   Pro forma                                                      $ 184,542        $  168,171       $  134,527
Basic net earnings per share
   As reported                                                    $    1.64        $     1.38       $     1.02
   Pro forma                                                      $    1.54        $     1.31       $     0.98
Diluted net earnings per share
   As reported                                                    $    1.59        $     1.34       $     0.99
   Pro forma                                                      $    1.49        $     1.27       $     0.95

====================================================================================================================


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 38

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:



                                                     Weighted Average                           Weighted Average
                                     Options          Exercise Price           Options           Exercise Price
                                   Exercisable           Per Share           Outstanding            Per Share
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
                                                                                    

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
- --------------------------------------------------------------------------------------------------------------------
Options granted                                                                3,583,818             $  16.48
Options exercised                                                             (3,113,400)            $  10.50
Options cancelled                                                               (617,400)            $  16.23
- --------------------------------------------------------------------------------------------------------------------
Balance at May 27, 2001              8,148,226            $  11.43            17,421,525             $  14.52
- --------------------------------------------------------------------------------------------------------------------


The following table provides information  regarding  exercisable and outstanding
options as of May 27, 2001:


                                                                                                      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)
- --------------------------------------------------------------------------------------------------------------------
                                                                                     
      $ 5.00 - $10.00           2,256,397        $  9.40           3,064,520         $  9.29             4.76
      $10.01 - $15.00           4,970,681        $ 11.29           5,083,099         $ 11.31             3.63
      $15.01 - $20.00             847,806        $ 16.75           6,712,503         $ 16.48             8.32
        Over $20.00                73,342        $ 21.34           2,561,403         $ 22.03             8.13
- --------------------------------------------------------------------------------------------------------------------
                                8,148,226        $ 11.43          17,421,525         $ 14.52             6.30
====================================================================================================================


DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 39

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 2001,  2000, and 1999,  employees  purchased shares of common stock under
the plan totaling  219,000,  243,000,  and 55,000,  respectively.  An additional
883,000 shares are available for issuance as of May 27, 2001.

The Company  applies APB 25 in accounting  for its Employee Stock Purchase Plan,
so 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 accordance with the fair value method specified in SFAS 123 is less than $200
and has no impact on reported basic or diluted earnings per share.

NOTE 17 - COMMITMENTS AND CONTINGENCIES

The Company makes trade commitments in the course of its normal  operations.  As
of May 27, 2001, the Company was contingently  liable for approximately  $10,889
under  outstanding   letters  of  credit  issued  in  connection  with  purchase
commitments.  As of May 27, 2001, the Company also has guaranteed  approximately
$6,922 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 - QUARTERLY DATA (UNAUDITED)

Summarized quarterly data for 2001 and 2000 are as follows:



                                                                  Fiscal 2001 - Quarters Ended
- --------------------------------------------------------------------------------------------------------------------
                                               Aug. 27       Nov. 26        Feb. 25        May 27        Total
- --------------------------------------------------------------------------------------------------------------------
                                                                                        

Sales                                         $1,018,205     $931,958      $988,635      $1,082,359    $4,021,157
Gross Profit                                     229,093      194,832       219,566         242,940       886,431
Earnings before Interest and Taxes                94,112       53,088        84,019         100,663       331,882
Earnings before Taxes                             87,838       45,311        75,491          92,578       301,218
Net Earnings                                      56,921       29,541        49,527          61,011       197,000
Net Earnings per Share:
   Basic                                            0.47         0.25          0.41            0.52          1.64
   Diluted                                          0.46         0.24          0.40            0.50          1.59
Dividends Paid per Share                                         0.04                          0.04          0.08
Stock Price:
    High                                          18.875       26.250        27.000          29.490           N/A
    Low                                           15.438       16.625        19.000          20.660           N/A
====================================================================================================================


                                                                  Fiscal 2000 - Quarters Ended
- --------------------------------------------------------------------------------------------------------------------
                                               Aug. 29       Nov. 28        Feb. 27        May 28        Total
- --------------------------------------------------------------------------------------------------------------------
                                                                                       
Sales                                         $ 929,391     $ 848,231      $917,505    $  1,006,129  $ 3,701,256
Gross Profit                                    203,381       169,282       203,353         224,543      800,559
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
Dividends Paid per Share                                         0.04                           0.04         0.08
Stock Price:
    High                                         23.063        20.625        19.000          19.438          N/A
    Low                                          17.625        15.625        13.500          12.438          N/A
====================================================================================================================



DARDEN RESTAURANTS, INC.
2001 Annual Report to Stockholders
PAGE 40

Five Year Financial Summary
(Dollar amounts in thousands, except per share data)




                                                                        Fiscal Year Ended
- --------------------------------------------------------------------------------------------------------------------

Operating Results                        May 27, 2001   May 28, 2000   May 30, 1999   May 31, 1998   May 25, 1997
- --------------------------------------------------------------------------------------------------------------------
                                                                                      

Sales                                    $ 4,021,157     $3,701,256      $3,458,107    $ 3,287,017    $ 3,171,810
- --------------------------------------------------------------------------------------------------------------------
Costs and Expenses:
   Cost of Sales:
   Food and beverage                       1,302,926      1,199,709       1,133,705      1,083,629      1,077,316
   Restaurant labor                        1,261,837      1,181,156       1,117,401      1,062,490      1,017,315
   Restaurant expenses                       569,963        519,832         493,811        482,311        481,348
- --------------------------------------------------------------------------------------------------------------------
Total Cost of Sales                      $ 3,134,726     $2,900,697      $2,744,917    $ 2,628,430    $ 2,575,979
- --------------------------------------------------------------------------------------------------------------------
Restaurant Operating Profit                  886,431        800,559         713,190        658,587        595,831
- --------------------------------------------------------------------------------------------------------------------
Selling, general and administrative          407,685        379,731         360,909        358,542        361,263
Depreciation and amortization                146,864        130,464         125,327        126,289        136,876
Interest, net                                 30,664         22,388          19,540         20,084         22,291
Restructuring and asset impairment
   expense or (credit), net                                  (5,931)         (8,461)                      229,887

- --------------------------------------------------------------------------------------------------------------------
Total Costs and Expenses                 $ 3,719,939     $3,427,349      $3,242,232    $ 3,133,345    $ 3,326,296
- --------------------------------------------------------------------------------------------------------------------
Earnings (loss) before Income Taxes          301,218        273,907         215,875        153,672       (154,486)
Income Taxes                                 104,218         97,202          75,337         51,958        (63,457)
- --------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss)                      $   197,000     $  176,705      $  140,538    $   101,714    $   (91,029)
- --------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) per Share:
   Basic                                 $      1.64     $     1.38      $     1.02    $      0.69    $     (0.59)
   Diluted                               $      1.59     $     1.34      $     0.99    $      0.67    $     (0.59)
- --------------------------------------------------------------------------------------------------------------------
Average Number of Common Shares
   Outstanding, Net of Shares Held in
   Treasury (in 000's):
     Basic                                   119,800        128,500         137,300        148,300        155,600
     Diluted                                 123,800        131,900         141,400        151,400        155,600
====================================================================================================================
Excluding Restructuring and Asset
   Impairment Expense or (Credit), Net
Earnings                                 $   197,000     $  173,082      $  135,313    $   101,714    $    54,330
Earnings per Share:
   Basic                                 $      1.64     $     1.35      $     0.99    $      0.69    $      0.35
   Diluted                               $      1.59     $     1.3       $     0.96    $      0.67    $      0.35

====================================================================================================================
Financial Position
Total Assets                             $ 2,218,458     $1,971,423      $1,890,247    $ 1,984,742    $ 1,963,722
Land, Buildings and Equipment              1,779,515      1,578,541       1,461,535      1,490,348      1,533,272
Working Capital (Deficit)                   (226,116)      (316,427)       (194,478)      (161,123)      (143,211)
Long-term Debt                               520,574        306,586         316,451        310,608        313,192
Stockholders' Equity                       1,035,242        960,470         964,036      1,019,845      1,081,213
Stockholders' Equity per Shar                   8.82           7.86            7.30           7.23           7.07
====================================================================================================================
Other Statistics
Cash Flow from Operations                $   420,570     $  342,626      $  357,942    $   239,933    $   190,074
Capital Expenditures                         355,139        268,946         123,673        112,168        159,688
Dividends Paid                                 9,458         10,134          10,857         11,681         12,385
Dividends Paid per Share                        0.08           0.08            0.08           0.08           0.08
Advertising Expense                      $   196,314     $  182,220      $  180,563    $   186,261    $   204,321
Number of Employees                          128,900        122,300         116,700        114,800        114,600
Number of Restaurants                          1,168          1,139           1,139          1,151          1,182
Stock Price:
   High                                  $    29.490     $   23.063      $   23.375    $    18.125    $    12.125
   Low                                        15.438         12.438          14.188          8.125          6.750
   Close                                      28.900         18.875          21.313         15.438          8.250
====================================================================================================================