Slide 1: Analytical Insights into Starboard's Proposed Transactions
Exhibit 99.2 Exhibit 99.2 Analytical September Insights 2014 into Starboard’s Proposed Transactions as Requested by and for the Benefit of Shareholders
Slide 2: Forward-Looking Statements
Forward-Looking These limitation under to nature, Darden’s including our reform, plans execute and unemployment impairment 2impact update annual other to the materials of forward-looking labor innovative expand Form such Safe products, realizing social statements meeting, inand the Harbor statements
Slide 3: Important Additional Information
Important Meeting”). 2014. SEC’s The ANY AVAILABLE with 3at http://investor.darden.com/investors/investor-relations/default.aspx. Company, Company the SUPPLEMENTS Additional website SEC Additional Information in BECAUSE will at itsconnection information www.sec.gov. directors beInformation mailing T
Slide 4: The Board Recommends Shareholders Vote FOR ALL Darden Nominees
The by A Many perspectives employment However, Based annual As We Darden’s 4the slate Starboard; with BLUE believe are strongly 2014 of on dividend, that resolved all our strategy Board Shareholder the annual in Proxy aspects Starboard provides results believe conversations not of shareholders analy
Slide 5: Starboard's Proposed Transactions Have Significant Issues
Our leakage Strategic Refranchising Specialty Sale Selective Issues Results May Puts Further Standalone Darden’s Both Valuation Significant Tax 5Franchising Detailed /pressure of compromise companies Leaseback Considered Specialty sale/leaseback inAlternatives credit Refranchising Restaurants impact
Slide 6: Our Highly Differentiated REIT Considerations
Our Highly Darden Property Investor Full Diverse Nature Low Credit Long Dividend Independence Overall 61Opportunities Darden Board Property Tenant REIT Quality /Valued REIT Size/Scale Tenant Diversity Considerations Portfolio OpCo Track Determined Track Switching Control for ?of Public Base Record l
Slide 7: Key Valuation Assumptions and Friction Costs
Starboard Our Key Public Ground Friction Credit Impact Mean No Median Assumed Average others Estimated Debt Transaction Additional Pro Darden ~4x Potentially Value Increased A 1Source: 432Income, 7$375 Assumes Starboard Darden lower impact forma turn Board Detailed Difference breakage million peer p
Slide 8: Our Potential Transaction Costs and Peer Multiples
Our Potential Midpoint 10 13 18.2 Average Starboard Appropriate REIT 2015E 3.5x Darden Adjusted Increased …And 35% % Tenants Ground Largest Peer ...And Value Breakage High Low Issue Transaction Make-whole Other Refinancing $350mm $300mm Fees Taxable 60mm 45mm Costs Ongoing S + (1) Spirit (2) range (
Slide 9: Starboard's Inaccurate REIT Peer Set
InDarden Inaccurate REIT Adjustment W.P. ~7x Realty ~6x Lexington American Multiple 18.2x Inappropriate LTM Public Conveniently, Starboard Implied ~2x 14.5x 16.5x Peer Darden aThe Excluding Forward ~1x 14.2x Vs. 15.1x We 21Source: 3Spirit 9654pricing Estimated Calculated Starboard Current Particular
Slide 10: The Potential Value Creation (Destruction) from Real Estate Spin-Off
The Potential SG&A REIT Lost Breakage, Total Source: 4321Note: While Assumes Starboard 10 Assumes 0(3,065) 11.5x (375) Board’s Value EBITDA Supportable Net Enterprise $Starboard’s (24) multiple in Company Value mid-point (2,500) Value Assumptions Potential assumes millions. Transactions at the curre
Slide 11: Sale/Leaseback Financing and Credit Considerations
Wesignificant Darden Review Cost The Capitalization A Friction Tax Other Breach Covenants Impact 11 Are leakage financing offriction to on of Financing WILL Committed of Costs Earnings earnings Covenants Credit valuation Previous may that could sale/leaseback costs market rates Continue exist restri
Slide 12: Specialty Restaurants Separation Removes Benefits
and Specialty Removes Loss Given Garden Compromised Remaining paying With A Dis-Synergies Uncertain The movement 12separation Growth Board level of Specialty increased the Brand meaningful Restaurants benefit/synergy of Valuation level in Carefully Darden Potential multiple may the Renaissance Cash
Slide 13: Remaining Darden Pro Forma Financials and Dividend
Based Overall Remaining FY14 EBITDA1 FY15E EBITDA2 CapEx EBITDA Funded Dividend Adjusted 4321Note: If 13 Assumes Specialty Dividend Remaining $Reported on (414) (350) Plan in leverage Debt Less Leverage4 Expected Payout millions. $613 Darden Specialty Restaurants payout 750 Pro (252) (235) 1,735 Da
Slide 14: Dis-Synergies and Potential Value Destruction
The DIS-SYNERGIES CONTRACTION Darden FY13-FY15 3.5% ~200bps 5.4% Potential Standalone5 EBITDA Value (Destruction) Transaction 7654of 8(pro 321A 14 Assumed Assumes 2re-rating CAGRs Enterprise Darden Minimal ~$5006 ~$150 potential 3Board forma Uplift Growth million Specialty ($mm) enterprise estimates
Slide 15: Similarly, We Believe Refranchising Would Take Time
Similarly, We Time Franchising Transitioning Reduced High In Few It Successful Concepts 15 would general, believe casual Touch andbe cash with Cost the low-check, full fully dining more Would Full takes to Board flows best-in-class Considerations service aService converting complicated many franchis
Slide 16: VII. Appendix
Vil. Appendix m2 DARDEN
Slide 17: Non-GAAP Reconciliation
($ in millions) Non-GAAP Darden FY14 Sales EBT: Interest EBIT Depreciation Earnings EBITDA *FY15E 17 $Earnings FY15E* 6,285.6 & Restaurants, (ex. 308.9 Expense represents Before $Specialty Margin 613.3 Red EBITDA Reporting &$FY14 Before $Amortization 421.7 Interest Interest, Lobster) $9.8% $6,583.8
Slide 18: Darden
JE DARDEN Ma i. IED Olive A ferret —CjLONGHORN STEAKHOUSE