Slide 1: Update On Successful Red Lobster Sale Process
Exhibit 99.2 Update On Successful Red Lobster Sale Process AUGUST 4, 2014
Slide 2: Forward-Looking Statement
Forward-Looking Statement These materials may contain forward-looking statements concerning the Company’s expectations, goals or objectives. Forward-looking statements in this communication that are not historical facts, including without limitation statements concerning our future economic performa
Slide 3: Important Additional Information
Important Additional Information TheCompany,itsdirectorsandcertainof itsexecutiveofficersareparticipants in thesolicitation of proxiesfromstockholders in connection with the Company’s 2014 annual meeting of stockholders (the “Annual Meeting”). Information regarding the names and interests of such pa
Slide 4: Red Lobster Sale Recap
Red Lobster Sale Recap DARDEN BOARD MONETIZED RED LOBSTER AT AN ATTRACTIVE PRICE NOW AND IS FOCUSED ON OLIVE GARDEN’S TURNAROUND WHERE THERE IS SIGNIFICANT OPPORTUNITY FOR VALUE CREATION • Sale of Red Lobster, completed July 28, was the culminationrobust of a process and deliberate review designed t
Slide 5: Darden Is Better Positioned for Growth Post Red Lobster Sale
Darden Is Better Positioned for Growth Post Red Lobster Sale RED LOBSTER WAS SOLD BECAUSE IT IS A STRUCTURALLY CHALLENGED BUSINESS THAT WAS A DRAG ON DARDEN’S GROWTH AND DIMINISHED THE SIGNIFICANCE OF THE STRONG PERFORMANCE AT OUR HIGHER GROWTH BRANDS AND OUR TURNAROUND EFFORTS AT OLIVE GARDEN Strat
Slide 6: Starboard Has Misled Investors Regarding the Red Lobster Sale
Starboard Has Misled Investors Regarding the Red Lobster Sale STARBOARD HAS REPEATEDLY MISREPRESENTED THE FACTS IN ORDER TO FURTHER ITS OWN AGENDA Starboard Claims Reality • Decisionto sell wasmadeafter an extensivestrategicreview by Dardenthat 1 Red Lobster sale was rushed began in early 2013 and o
Slide 7: Average Weekly Guests Have Been in Decline Since 2002
1 Average Weekly Guests Have Been in Decline Since 2002 AVERAGE WEEKLY 1 GUEST COUNT PER STORE AT RED LOBSTER HAS FALLEN 21% OVER THE PAST DECADE After over 15 years of growth Peak in Average Weekly Early 2013 December 2013 April / May 2014 July 2014 General Mills elected to spin-off its Guests Was
Slide 8: Red Lobster's Financial Trends Continued to Deteriorate Post Transaction Announcement
1 Red Lobster’s Financial Trends Continued to Deteriorate Post Transaction Announcement Early 2013 December 2013 April / May 2014 July Undertake Extensive Announce Plans to Received Final Bids / Red Lobster Strategic Review Separate Red Lobster Announce Sale of Red Lobster Sale Close Same-Restaurant
Slide 9: Starboard Wrongly Asserts That Red Lobster OpCo Was Sold For a Negative Value
2 Starboard Wrongly Asserts That Red Lobster OpCo Was Sold For a Negative Value On March 31, 2014, Starboard then chose Starboard’s recent Starboard quoted ~$1.5 to ignore the tax letter published on July Starboard’s billion of value for the implications on selling 15, 2014 also double Red Lobster r
Slide 10: Tax-Efficient Alternatives For Real Estate Not Viable
3 Tax-Efficient Alternatives For Real Estate Not Viable Starboard claims that value was destroyed as there were viable “tax-efficient” alternatives readily available Expansive Real Estate Process Did Not Red Lobster REIT Was Not a Viable “Tax-Efficient” Alternative Result in Any “Tax-Efficient" Prop
Slide 11: Starboard Misrepresented Debt Breakage Costs
4 Starboard Misrepresented Debt Breakage Costs THROUGH CAREFUL LIABILITY MANAGEMENT, DARDEN DID NOT INCUR FINANCIALLY SIGNIFICANT CASH COSTS WHEN PAYING DOWN DEBT • Estimated 2014 $0.43 EPS impact, resulting from loan breakage and related unamortized non-cash charges, ameliorated by retiring $1.0 bi
Slide 12: Board Decided to Proceed with the Sale of Red Lobster
5 After Careful Consideration of Shareholder Interests the Board Decided to Proceed with the Sale of Red Lobster THE DECISION TO PROCEED WITH THE SALE WAS MADE AFTER CAREFUL CONSIDERATION, TAKING INTO ACCOUNT SHAREHOLDER FEEDBACK AND THE RISK OF TERMINATING A HIGHLY COMPETITIVE RED LOBSTER SALE PROC
Slide 13: Delaying the Red Lobster Sale Would Have Materially Reduced Value Achieved
6 Delaying the Red Lobster Sale Would Have Materially Reduced Value Achieved IF THE TRANSACTION HAD BEEN DELAYED UNTIL JULY, WE BELIEVE IT WOULD HAVE RESULTED IN A VALUATION SUBSTANTIALLY LESS THAN THE $2.1 ACHIEVED BILLION Early 2013 December 2013 April /May 2014 July 2014 Undertook Extensive Annou
Slide 14: Analysts Recognize the Value We Achieved With the Sale of Red Lobster
6 Analysts Recognize the Value We Achieved With the Sale of Red Lobster… “The 9x EBITDA valuation for the trailing 12 months through February still represents a reasonable dealforDRI,in our view,whileprovidinganopportunity forDRIto (1) strengthen itsbalancesheet; and (2)turnoperationalfocustowardtur
Slide 15: ...And the Positive Implications for Darden
6 …And the Positive Implications for Darden “Absent recent activist involvement, we believe investors would have appreciated the strategic merit of sucha transaction; monetizingthemostvolatilebrand,whileallowingforrenewedfocusonresurrecting the Olive Garden brand.” (Barclays Bank PLC, 16-May-2014) “
Slide 16: Red Lobster Sale: Delivering on Our Ongoing Commitment to Darden's Strategic and Financial Transformation
Red Lobster Sale: Delivering on Our Ongoing Commitment to Darden's Strategic and Financial Transformation Achieved By the Objectives for Darden Red Lobster Sale Transform Darden’s restaurant portfolio into two independent companies that can each focus on separate and distinct opportunities to maximi
Slide 17: Non-GAAP EBITDA Reconciliation
Non-GAAP EBITDA Reconciliation Darden Restaurants, Inc. Update on Successful Red Lobster Sale Process Non-GAAP Reconciliation ($ in millions) Non-GAAP Reporting In additionto U.S.generallyacceptedaccounting principles(GAAP)reporting,Dardenhaspresentedcertainmeasureson a non-GAAPbasisin theUpdate On
Slide 18: Darden
DARDEN Re ie ¢ LEED