EXHIBIT 99
CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
From time to time Darden Restaurants, Inc. (the "Company") and its
representatives may make written or oral forward-looking statements about the
Company's future performance, plans and objectives, long-term goals, forecasts
of market trends and other matters. These statements may be contained in the
Company's filings with the Securities and Exchange Commission, in the Company's
press releases, in other written communications, and in oral statements made by
or with the approval of an authorized officer of the Company. Words or phrases
such as "believe," "plan," "will likely result", "expect", "intend," "will
continue", "is anticipated", "estimate", "project" and similar expressions are
intended to identify forward-looking statements. These statements, and any other
statements that are not historical facts, are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, as codified
in Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended from time to time (the "Act"). In the Company's
Form 10-K for the year ended May 27, 2001, these forward-looking statements
include, but are not limited to, projections regarding: 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.
In connection with the "safe harbor" provisions of the Act, the Company is
filing the following cautionary statements to identify important factors, risks
and uncertainties that could cause the Company's actual results to differ
materially from those projected in forward-looking statements made by, or on
behalf of, the Company. These cautionary statements are to be used as a
reference in connection with any forward-looking statements. The factors, risks
and uncertainties identified in these cautionary statements are in addition to
those contained in any other cautionary statements, written or oral, which may
be made or otherwise addressed in connection with a forward-looking statement.
Because of these factors, risks and uncertainties, the Company cautions against
placing undue reliance on forward-looking statements. Although the Company
believes that the assumptions underlying its forward-looking statements are
reasonable, any of the assumptions could be incorrect, and there can be no
assurance that the forward-looking statements will prove to be accurate.
Forward-looking statements speak only as of the date on which they are made. The
Company does not undertake any obligation to modify or revise any
forward-looking statement to take into account or otherwise reflect subsequent
events, or circumstances arising after the date that the forward-looking
statement was made.
The following factors, risks and uncertainties, have affected, and may continue
to affect, the operating results of the Company and the environment within which
the Company conducts its business. 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.
Competition. The Casual Dining sector of the restaurant industry is intensely
competitive in pricing, service, location, personnel, and type and quality of
food. The Company competes with national, regional and local organizations
primarily through the quality, variety and value perception of its menu items.
The number and location of restaurants, quality and efficiency of service,
attractiveness of facilities and effectiveness of advertising and marketing
programs are also important factors. The Company anticipates that intense
competition will continue in all of these areas.
Economic, Market and Other Conditions. The Casual Dining sector of the
restaurant industry is affected by changes in national, regional and local
economic conditions; the seasonality of the Company's business; consumer
preferences, including changes in consumer tastes and the level of consumer
acceptance of the Company's restaurant concepts; consumer spending patterns;
demographic trends; consumer perceptions of food safety; employee availability;
weather; traffic patterns; and the type, number and location of competing
restaurants. Factors such as inflation, food costs, labor and benefit costs,
legal claims, and the availability of management and hourly employees also
affect restaurant operations and administrative expenses. The ability of the
Company to undertake new restaurant development, as well as improvements and
additions to existing restaurants, is affected by economic conditions, including
interest rates, and government policies impacting land and construction costs
and the cost and availability of borrowed funds.
Changes in Food and Other Costs. The profitability of the Company is
significantly dependent on its ability to anticipate and react to changes in
food, labor, advertising and media, employee benefits and similar costs over
which the Company has little control. The price and availability of commodities,
including but not limited to items such as shrimp, lobster and dairy products,
are subject to fluctuation and could increase or decrease more than the Company
expects. The Company is subject to the general risk of inflation, and possible
shortages or interruptions in supply caused by adverse weather or other
conditions which could adversely affect the availability and cost of these and
other items it purchases. While in the past, management has generally been able
to anticipate and react to changing costs without a material adverse effect on
profitability, there can be no assurance that it will be able to do so in the
future.
Importance of Locations. The success of the Company's restaurants is dependent
in substantial part on location. There can be no assurance that current
locations will continue to be attractive, as demographic patterns change.
Possible declines in neighborhoods where restaurants are located, or economic
conditions surrounding those neighborhoods, could result in reduced sales in
those locations.
Government Regulation. The Company is subject to various federal, state and
local laws affecting its business. The development and operation of restaurants
depend to a significant extent on the selection and acquisition of suitable
sites, which are subject to zoning, land use, environmental, traffic and other
regulations. Restaurant operations are also subject to licensing and regulation
by state and local departments relating to health, liquor licenses, sanitation
and safety standards, federal and state labor laws (including applicable minimum
wage requirements, overtime, working and safety conditions, and citizenship
requirements), federal and state laws which prohibit discrimination and other
laws regulating the design and operation of facilities, such as the Americans
With Disabilities Act of 1990. The Company cannot predict the effect on its
operations of these laws and regulations or the future enactment of additional
legislation regulating these and other areas.
Growth Plans. There can be no assurance that the Company will be able to achieve
its growth objectives or that new restaurants opened or acquired will be
profitable. The opening and success of restaurants depends on various factors,
including the identification and availability of suitable and economically
viable locations; sales levels at existing restaurants; the negotiation of
acceptable lease or purchase terms for new locations; obtaining all required
governmental permits, including zoning approvals and liquor licenses, on a
timely basis; other regulatory compliance; the availability of necessary
contracts and subcontractors and the ability to meet construction schedules; the
ability of the Company to manage union activities such as picketing, which could
delay construction; the availability of capital at affordable cost to finance
growth; changes in the weather or other acts of God that could result in
construction delays and adversely affect the results of one or more restaurants
for an indeterminate amount of time; the ability of the Company to hire and
train qualified management personnel; and general economic and business
conditions.