AmRest

(cid:3)

B R I N K E R

I N T E R N A T I O N A L ®

Annual Report 2015 

To Our Shareholders, Team Members, Guests, Franchise 
Partners and Supplier Partners: 

LONG-TERM COMMITMENT 

For several years now we have been persistently executing against our 
long-term strategy to deliver top line growth and increased value to you, our 
shareholders. As we look back at fiscal 2015 and look forward to fiscal 
2016, our focus is unchanged.  

While fiscal 2015 was not without its challenges, we continued to build upon 
last year’s accomplishments and deliver solid sales, improved margins and 
strong earnings. This year marked our 5th consecutive year of double-digit 
EPS growth, putting us on track to achieve our $4 EPS goal by fiscal 2017. 
We also returned $377 million to our shareholders in the form of dividends 
and share repurchase.  

Going forward, we are more committed than ever to seeing our strategies 
through and are confident that this focused and meaningful approach to our 
business will ensure our place as one of the world’s leading casual dining 
restaurant companies. We are excited about the innovation in the pipeline 
for both brands, Chili’s Grill & Bar and Maggiano’s Little Italy, in fiscal 2016. 
Between technology advancements and distinguished culinary visions, we 
have several key components in place for our plan to drive sales and traffic 
in the coming year.

Chili’s Grill & Bar 

The Chili’s brand has never been stronger. We offer fresh food served in 
the most innovative way, and in fiscal 2016, culinary and technology 
innovation that delivers on this while growing traffic and sales will remain 
our focus. 

In fiscal 2015, we continued to fine-tune our menu and expand our unique 
culinary point of view of Fresh Mex and Fresh Tex, introducing a number of 
relevant menu items like smoked wings, burritos and top shelf tacos. Our 
food is the freshest it’s ever been – we smoke our own ribs, prepare our 
own salsa, make guacamole table side, and more. To educate guests on 
our freshness as well as our focused culinary vision, we introduced a new 
creative direction in Oct. 2014, “Fresh is Happening Now.”  

The industry is giving us credit, our operators and team members are 
excited about what our chefs are bringing to the table and guest feedback 
tells us that no one can do Fresh Mex and Fresh Tex like Chili’s. They’ve 
given us full permission to play in this space, and we will continue to hone 
in on these relevant and differentiating menu platforms in fiscal 2016.

But Chili’s is more than just about serving great food, we’re also about 
delivering an exceptional dining experience. While the brand has evolved 
over the past 40 years, its passion has always been centered on one    
thing – making people feel special. We are proud to be a people company, 
and one of the ways we make our guests feel special every day is through 
technology.  

Chili’s is embracing the digital guest experience more than anyone else in 
the industry. Ziosk® tabletop tablets have been in our company-owned 
restaurants for more than a year now, and we are only getting smarter at 
how we expand upon this tool to improve the dining experience and 
connect with our guests.  

For instance, tabletop technology is the foundation for our recently 
launched and industry-leading loyalty program, My Chili’s Rewards. With 
the largest tabletop tablet network in the country, Chili’s is the first 
restaurant company of its size to completely integrate a loyalty program 
with tabletop technology and mobile as well as give guests full control of 
their points without ever having to rely on a manager or server. 

While we are optimistic by initial results and feedback on our loyalty 
program, we expect to see the greatest impact to our business in fiscal 
2016 as more guests sign up and redeem their rewards. By syncing our 
loyalty program with in-restaurant technology, we’ve made it easier than 
ever for our guests. Along those same lines, we also added NoWait to our 
Chili’s mobile app which allows guests to add their name to a restaurant’s 
wait list remotely, track their place in line and show up right when their table 
is ready.

Outside of food and technology, we invested back into our business with 
the acquisition of 103 franchised Chili’s restaurants primarily located in the 
Northeast and Southeast. The acquisition, which is expected to be EPS 
accretive in fiscal 2016 and strengthen long-term free cash flow generation, 
represented a compelling opportunity to create value for our shareholders 
and strengthen the brand in key markets as we rollout our reimage and 
loyalty programs to these restaurants.   

Maggiano’s Little Italy

Similar to the Chili’s brand, Maggiano’s is committed to strategic growth. 
The brand welcomed three new restaurants in fiscal 2015 and will continue 
its steady pace in the next fiscal year with three more restaurants slated to 
open.  

In addition to growth, we are focused on the top and bottom line. 
Maggiano’s has made great strides the past few years to strengthen its 
business model through menu innovation and cost of sales improvement. 
I’m confident that we will strike that perfect balance of being a scratch-
kitchen restaurant serving only the highest quality food while becoming 
smarter about efficiencies.

In regards to the top line, it’s all about building sustained traffic growth and 
we’re developing better data-driven marketing initiatives that promote more 
frequency among our loyal guests and draw in new guests. While the brand 
is still attracting everyday guests with value offerings like On the House 
Classic Pastas and Lighter Take, it is also refocusing its efforts on special 
occasions to ensure it remains a number one destination for family and 
friends celebrating a memorable event.

Global Business Development 

Our international business is stronger than ever as it continues to draft off 
the success of the US and differentiate itself from the competition. In fiscal 
2015, we made tremendous progress in improving the guest experience, 
building a foundation for innovation and driving stronger margins with more 
than half of our global system now retrofitted for Kitchen of the Future. We 
also improved our culture, creating a better experience for guests and team 
members worldwide.  

In fiscal 2016, we will remain focused on initiatives that grow sales and 
improve the business model. We expect to complete the implementation of 
Kitchen of the Future by the end of the fiscal year and are expanding the 
reimage program to drive relevancy with loyal and new guests. Additionally, 
we are opening 25-30 new restaurants and are deepening our insights to 
unlock the potential in markets poised for growth.   

FUNDAMENTAL SHIFT 

Chili’s and Maggiano’s continue to deliver results on their plans, and while 
we remain committed to our long-term strategies and initiatives, we are not 
resting on our laurels. We’ve made a number of significant technology 
advancements that have fundamentally shifted how we look at the 
business, what our guests need and how our team members deliver on 
those needs.   

In fiscal 2016, we are going to leverage big data even more to make faster 
and better decisions across all fronts. This level of insight coupled with our 
long-term growth roadmap, makes us confident in our ability to deliver a 
differentiated experience for our guests as well as top line growth and 
increased value to shareholders in the year ahead. 

Our talented team of operators will also be a key component to helping us 
deliver on these goals in fiscal 2016. We have one of the strongest 
operations teams in the industry and are attracting the best with Chili’s 
recently being named a "100 Best Workplaces for Millennials" by Great 
Place to Work® and Fortune. Our more than 100,000 team members 
worldwide are committed to making people feel special and consistently 
executing on our promises. It is something they do every day in our more 
than 1,600 restaurants and will continue to deliver upon in fiscal 2016 and 
beyond.  

We are excited for what the year has in store and to see how we can 
aggressively and nimbly build upon the solid foundation and team we have 
in place today. As our shareholder, thank you for coming along with us on 
this journey and for your long-term commitment to Brinker, its brands, 
guests and team members.  

Sincerely, 

Wyman T. Roberts 
(cid:3)
Chief Executive Officer and President

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 24, 2015

Commission File No. 1-10275

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)

6820 LBJ Freeway, Dallas, Texas
(Address of principal executive offices)

75-1914582
(I.R.S. Employer
Identification No.)

75240
(Zip Code)

(972) 980-9917
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Title of Each Class
Common Stock, $0.10 par value

Indicate by check mark if

the registrant

is a well-known seasoned issuer, as defined in Rule 405 of

the Securities

Act. Yes È No ‘

Indicate by check mark if the registrant

is not required to file reports pursuant

to Section 13 or Section 15(d) of the

Act. Yes ‘ No È

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes È No ‘

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes È No ‘

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition

of “accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer È

Non-accelerated filer ‘ (Do not check if a smaller reporting company)

Accelerated filer

‘

Smaller reporting company ‘

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant’s most recently completed second fiscal quarter. $3,497,359,922.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class

Common Stock, $0.10 par value

Outstanding at August 10, 2015

60,105,325 shares

DOCUMENTS INCORPORATED BY REFERENCE

We have incorporated portions of our Annual Report to Shareholders for the fiscal year ended June 24, 2015
into Part II hereof, to the extent indicated herein. We have also incorporated by reference portions of our Proxy
Statement for our annual meeting of shareholders on October 29, 2015, to be dated on or about September 14,
2015, into Part III hereof, to the extent indicated herein.

Item 1.

BUSINESS.

General

PART I

References to “Brinker,” the “Company,” “we,” “us,” and “our” in this Form 10-K are references to Brinker

International, Inc. and its subsidiaries and any predecessor companies of Brinker International, Inc.

We own, develop, operate and franchise the Chili’s Grill & Bar (“Chili’s”) and Maggiano’s Little Italy
(“Maggiano’s”) restaurant brands. The Company was organized under the laws of the State of Delaware in
September 1983 to succeed to the business operated by Chili’s, Inc., a Texas corporation, which was organized in
August 1977. We completed the acquisition of Maggiano’s in August 1995.

Restaurant Brands

Chili’s Grill & Bar

Chili’s, a recognized leader in the Bar & Grill category of casual dining, has been operating restaurants for
40 years. Chili’s also enjoys a global presence with locations in 30 countries and two U.S. territories around the
world. Whether domestic or international, company-owned or franchised, Chili’s and its more than 100,000 team
members are dedicated to delivering fresh, high-quality food with a unique point of view, as well as dining
experiences that make people feel special. Chili’s menu features authentic Fresh Mex and Fresh Tex cuisine
including signature items such as Baby Back Ribs smoked in-house, Hand-Crafted Burgers served with house-
made garlic dill pickles, Mix and Match Fajitas, Tableside Guacamole and house-made Chips and Salsa. This
year, Chili’s expanded upon its Fresh Tex and Fresh Mex menu platforms introducing items like Smoked Wings,
White Spinach Queso and Top Shelf Tacos, carefully crafted with a unique blend of flavors and high-quality
ingredients. The all-day menu offers guests a generous selection of appetizers, entrees and desserts at affordable
prices. Weekday Lunch Combos are also available enabling guests to pick their favorites for the perfect meal. In
addition to our flavorful food options, Chili’s offers a full selection of alcoholic beverages including flavor-
infused margaritas and craft beer. For guests seeking convenience, Chili’s To Go menu is available to order
online, through the brand’s mobile app or by calling the restaurant. In addition to convenience, guests can enjoy
the control of on-demand ordering, a number of entertainment offerings and the pay-at-the table feature that is
available on the tabletop device located on every Chili’s table nationwide. In May 2015, Chili’s has also
launched My Chili’s Rewards, a guest loyalty program to its company-owned restaurants. My Chili’s Rewards
enables guests to earn and redeem their Chili’s favorites when they want on any device they want.

During the year ended June 24, 2015, at our company-owned restaurants, entrée selections ranged in menu
price from $6.00 to $17.99. The average revenue per meal, including alcoholic beverages, was approximately
$14.52 per person. During this same year, food and non-alcoholic beverage sales constituted approximately
86.3% of Chili’s total restaurant revenues, with alcoholic beverage sales accounting for the remaining 13.7%.
Our average annual sales volume per Chili’s restaurant during this same year was $3.1 million.

Maggiano’s Little Italy

Maggiano’s is a full-service, national, casual dining Italian restaurant brand with a passion for making
people feel special. The exterior of each Maggiano’s restaurant varies to reflect local architecture; however, the

2

interior of all locations transport our guests back to a classic Italian-American restaurant in the style of New
York’s Little Italy in the 1940s. Our Maggiano’s restaurants feature individual and family-style menus, and most
of our restaurants also have extensive banquet facilities designed to host large party business or social events. We
have a full lunch and dinner menu offering chef-prepared, classic Italian-American fare in the form of appetizers,
entrées with bountiful portions of pasta, chicken, seafood, veal and prime steaks, and desserts. Our Maggiano’s
restaurants also offer a full range of alcoholic beverages, including a selection of Handcrafted Classic Cocktails
and premium wines. In addition, Maggiano’s offers a full carryout menu as well as local delivery services.

During the year ended June 24, 2015, entrée selections ranged in menu price from $12.95 to $42.50. The
average revenue per meal, including alcoholic beverages, was approximately $27.00 per person. During this
same year, food and non-alcoholic beverage sales constituted approximately 83.0% of Maggiano’s total
restaurant revenues, with alcoholic beverage sales accounting for the remaining 17.0%. Sales from events at our
banquet facilities made up 18.7% of Maggiano’s total restaurant revenues for the year. Our average annual sales
volume per Maggiano’s restaurant during this same year was $8.6 million.

Business Strategy

We are committed to strategies and initiatives that are centered on long-term sales and profit growth,
enhancing the guest experience and team member engagement. These strategies are intended to differentiate our
brands from the competition, reduce the costs associated with managing our restaurants and establish a strong
presence for our brands in key markets around the world.

Key economic indicators such as total employment and consumer confidence continued to improve steadily
this year and have driven slight improvements in the casual dining industry; however, growing sales and traffic
has been a challenge over the last five years with steadily increasing competition. U.S. economic growth has
been steady but wage growth has been slow and this wage pressure has challenged both restaurant operators and
consumers as discretionary income available for restaurant visits has been limited. In response to these economic
factors, we have developed strategies that we believe are appropriate for all operating conditions and will provide
a solid foundation for earnings growth going forward.

We have completed a number of significant initiatives in recent years that have helped us drive profitable
sales and traffic growth and to improve the guest experience in our restaurants. Investments in restaurant
reimages, new kitchen equipment and operations software have improved the relevance of the Chili’s brand and
the efficiency of our restaurants. Our new kitchen equipment enables us to provide a higher quality product at a
faster pace, enhancing both profitability and guest satisfaction. Our Chili’s reimage program is complete and the
design is intended to revitalize Chili’s in a way which enhances the relevance of the brand while staying true to
Chili’s brand heritage. All company-owned Chili’s and Maggiano’s restaurants are now operating with an
integrated point of sale and back office software system that was designed to improve the efficiency of our
restaurant operations and reporting capabilities. We believe that these initiatives will positively impact the
customer perception of our restaurant in both the dining room and bar areas and provide us with a great
foundation for continued success.

We have also differentiated the Chili’s brand by leveraging technology initiatives to engage our guests and
drive traffic. All traditional domestic Chili’s restaurants, with the exception of airport and college locations, are
now outfitted with tabletop devices which gives us the largest network of tabletop devices in the country. Our
Ziosk branded tabletop device is a multi-functional device which provides entertainment, ordering, guest survey
and pay-at-the-table capabilities. We built on this momentum by launching the Chili’s loyalty program called My
Chili’s Rewards in the fourth quarter of this fiscal year which utilizes our existing tabletop technology and
provides us an opportunity to connect with our guests in a meaningful way to tailor their experience in our
restaurants. We are also investing in additional upgrades to our on-line ordering and mobile platforms. We have
also launched No Wait, a new technology which allows our hosts to provide more accurate wait times when a

3

guest arrives during peak shifts, and to send them a text when their table is ready. Guests can also add themselves
to the wait list via the Chili’s mobile app which we believe will reduce the in-restaurant wait time and increase
the efficiency of our restaurants by allowing us to turn tables more effectively.

We continually evaluate our menu at Chili’s to improve quality, freshness and value by introducing new
items and improving existing favorites. Our Fresh Mex platform introduced last year has been very successful
and includes Fresh Mex Bowls, Mix and Match Fajitas and Tableside Guacamole. We leveraged this success by
launching our new Top-Shelf Taco category including Pork Carnitas, Ranchero Chicken and Prime Rib tacos in
the fourth quarter. We also introduced Fresh Tex, a new Texas themed platform featuring ribs, steaks and burgers
this year. Our traditional burger menu was also updated with a new line of Craft Burgers, featuring fresh potato
buns and house made garlic pickles. We continually seek opportunities to reinforce value and create interest for
the brand with new and varied offerings to further enhance sales and drive incremental traffic. We are committed
to offering a compelling everyday menu that provides items our customers prefer at a solid value.

Improvements at Chili’s will have the most significant impact on the business; however, our results will also
benefit through additional contributions from Maggiano’s and our global business. Maggiano’s continues to
deliver sales growth and has opened three restaurants in fiscal 2015 based on the new prototype, which excludes
banquet space. This new prototype will allow the brand to enter new markets for which the existing model was
not suited. Maggiano’s is committed to delivering high quality food and a dining experience in line with our
brand heritage. We will continue to strengthen the brand’s business model with kitchen efficiency and inventory
controls that we believe will continue to enhance profitability.

reimage,

We capitalized on an opportunity to further expand our domestic business by purchasing a franchisee of 103
Chili’s restaurants in the Northeast and Southeast U.S. subsequent to the end of the year. We believe this
acquisition fits well within our capital allocation strategy and will enable us to grow our sales and profits in fiscal
2016. We have begun implementing several initiatives at these locations designed to increase sales and margins
including restaurant
loyalty and other operational processes. Global expansion allows further
diversification which will enable us to build strength in a variety of markets and economic conditions. This
expansion will come through franchise relationships, acquisitions,
joint venture arrangements and equity
investments. Our international franchisees opened 22 new restaurants in fiscal 2015 and plan to open 25 to 30
new international Chili’s restaurants in fiscal 2016. Growing franchise operations enables us to improve revenues
and operating income through increased royalties and franchise fees. We continue to work with our domestic
franchisees to increase the pace of reimages of their restaurants, and to leverage technology initiatives like My
Chili’s Rewards and No Wait in their restaurants.

The casual dining industry is a highly competitive business which is sensitive to changes in economic
conditions, trends in lifestyles and fluctuating costs. Our priority remains increasing profitable growth over time
in all operating environments. We have designed both operational and financial strategies to achieve this goal
and in our opinion, improve shareholder value. Success with our initiatives to improve sales trends and
operational effectiveness will enhance the profitability of our restaurants and strengthen our competitive position.
We believe the effective execution of our financial strategies, including repurchasing shares of our common
stock, payment of quarterly dividends, disciplined use of capital and efficient management of operating expenses,
will enhance shareholder value. We remain confident in the financial health of our company, the long-term
prospects of the industry, as well as our ability to perform effectively in a competitive marketplace and a variety
of economic environments.

Company Development

In fulfilling our long-term vision, over the past fiscal year we continued the expansion of our restaurant
brands domestically through a select number of new company-owned restaurants in strategically desirable
markets. We concentrate on the development of certain identified markets to achieve the necessary levels to
improve our competitive position, marketing potential, profitability and return on invested capital. Our domestic
expansion efforts focus not only on major metropolitan areas in the United States but also on smaller market

4

areas and non-traditional locations (such as airports and universities) that can adequately support our restaurant
brands. For smaller market areas, we have developed a newer smaller prototype that allows us to expand into
these markets serving our guests while maintaining a focus on profitability and return on invested capital.

The restaurant site selection process is critical and we devote significant effort to the investigation of new
locations utilizing a variety of sophisticated analytical techniques. Our process evaluates a variety of factors,
including: trade area demographics, such as target population density and household income levels, physical site
characteristics, such as visibility, accessibility and traffic volume; relative proximity to activity centers, such as
shopping centers, hotel and entertainment complexes and office buildings; supply and demand trends, such as
proposed infrastructure improvements, new developments and existing and potential competition. Members of
each brand’s executive team inspect, review and approve each restaurant site prior to its acquisition for that
brand.

The specific rate at which we are able to open new restaurants is determined, in part, by our success in
locating satisfactory sites, negotiating acceptable lease or purchase terms, securing appropriate local
governmental permits and approvals, and by our capacity to supervise construction and recruit and train
management and hourly team members.

The following table illustrates the system-wide restaurants opened in fiscal 2015 and the planned openings

in fiscal 2016:

Fiscal 2015
Openings(1)

Fiscal 2016
Projected Openings

Chili’s:

Company-owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise(2)
Maggiano’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International:

Company-owned(3)
Franchise(3)

. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9
5
3

1
22

40

11-13
8-10
3

—
25-30

47-56

(1) The numbers in this column are the total of new restaurant openings and openings of

relocated restaurants during fiscal 2015.

(2) The numbers on this line for fiscal 2016 are projected domestic franchise openings.
(3) The numbers on this line are for Chili’s.

We periodically re-evaluate company-owned restaurant sites to ensure attributes have not deteriorated below
our minimum standards. In the event site deterioration occurs, each brand makes a concerted effort to improve
the restaurant’s performance by providing physical, operating and marketing enhancements unique to each
restaurant’s situation. If efforts to restore the restaurant’s performance to acceptable minimum standards are
unsuccessful, the brand considers relocation to a proximate, more desirable site, or evaluates closing the
restaurant if the brand’s measurement criteria, such as return on investment and area demographic trends, do not
support relocation. We closed seven company-owned restaurants in fiscal 2015. We perform a comprehensive
analysis that examines restaurants not performing at a required rate of return. These closed restaurants were
generally performing below our standards or were near or at the expiration of their lease terms. If local market
conditions warrant, we also opportunistically evaluate company-owned restaurants to determine if relocation to a
proximate, more desirable site will strengthen our presence in those trade areas or markets. Our strategic plan is
targeted to support our long-term growth objectives, with a focus on continued development of those restaurant
locations that have the greatest return potential for the Company and our shareholders.

5

Franchise Development

In addition to our development of company-owned restaurants, our restaurant brands will maintain

expansion through our franchisees and joint venture partners.

As part of our strategy to expand through our franchisees, our franchise operations (domestically and
internationally) increased in fiscal 2015. The following table illustrates the percentages of franchise operations as
of June 24, 2015 for the Company and by restaurant brand, respectively:

Percentage of Franchise
Operated Restaurants

Domestic(1)

International(2)

Overall(3)

Brinker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chili’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maggiano’s . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33%
34%
—%

96%
96%
—%

45%
47%
—%

(1) The percentages in this column are based on number of domestic franchised restaurants

versus total domestic restaurants.

(2) The percentages in this column are based on number of international

franchised

restaurants versus total international restaurants.

(3) The percentages in this column are based on the total number of franchised restaurants

(domestic and international) versus total system-wide number of restaurants.

International

We continue our international growth through development agreements with new and existing franchisees
and joint venture partners, introducing Chili’s to new countries and expanding the brand within our existing
markets. As of June 24, 2015, we had 22 total development arrangements. During fiscal year 2015, our
international franchisees and joint venture partners opened 22 Chili’s restaurants. We entered into a new
development agreement with one of our existing franchisees for development of two Chili’s Express restaurants
at U.S. Armed Forces installations on the island of Okinawa, Japan.

As we develop Chili’s internationally, we will selectively pursue expansion through various means,
including franchising, joint ventures and acquisitions. Similar to our domestic agreements, typical international
agreements provide the vehicle for payment of development fees and franchise fees in addition to subsequent
royalty fees based on the gross sales of each restaurant. We expect future agreements to remain limited to
enterprises who demonstrate a proven track record as a restaurant operator and showcase financial strength that
can support a multi-unit development agreement, as well as, in some instances, multi-brand operations.

During the year ended June 24, 2015, we also opened one company-owned Chili’s restaurant in Alberta,

Canada.

Domestic

We remain committed to also growing our number of domestic franchised restaurants. We are
accomplishing this through existing, new or renewed development and franchise obligations with new or existing
franchisees. In addition, we have from time to time also sold and may sell company-owned restaurants to our
franchisees (new or existing). As of June 24, 2015, two domestic development arrangements existed. Typical
domestic agreements provide for payment of development and initial franchise fees in addition to subsequent
royalty and advertising fees based on the gross sales of each restaurant. We expect future domestic agreements to
remain limited to enterprises having significant experience as restaurant operators and proven financial ability to
support and develop multi-unit operations.

Domestic expansion efforts continue to focus not only on major metropolitan areas in the United States but
also on smaller market areas and non-traditional locations (such as airports, college campuses and food courts)
that can adequately support our restaurant brands.

6

During the year ended June 24, 2015, our domestic franchisees opened five Chili’s restaurants.

Following the end of our fiscal year 2015, we acquired Pepper Dining Holding Corp., a franchisee of 103
Chili’s restaurants primarily located in the Northeast and Southeast United States. This acquisition represented an
opportunity to create value for our shareholders and generate additional earnings and cash flow growth. We
continue to remain committed to growing and expanding our existing franchisees.

Restaurant Management

Our Chili’s and Maggiano’s brands have separate designated teams who support each brand including
operations, finance, franchise, marketing, peopleworks and culinary. We believe these strategic, brand-focused
teams foster the identities of the individual and uniquely positioned brands. To maximize efficiencies, brands
continue to utilize common and shared infrastructure, including, among other services, accounting, information
technology, purchasing, legal and restaurant development.

At the restaurant level, management structure varies by brand. A typical restaurant is led by a management
team including a general manager, two to six additional managers, and for Maggiano’s, an additional three to
four chefs. The level of restaurant supervision depends upon the operating complexity and sales volume of
individual locations.

We believe there is a high correlation between the quality of restaurant management and the long-term
success of a brand. In that regard, we encourage increased experience at all management positions through
various short and long-term incentive programs, which may include equity ownership. These programs, coupled
with a general management philosophy emphasizing quality of life, have enabled us to attract and retain key team
members, and enjoy turnover of managers and team members that is below industry averages.

We ensure consistent quality standards in all brands through the issuance of operations manuals covering all
elements of operations and food and beverage manuals, which provide guidance for preparation of brand-
formulated recipes. Routine visitation to the restaurants by all levels of supervision enforces strict adherence to
our overall brand standards and operating procedures. Each brand is responsible for maintaining their operational
training program. Depending on the brand, the training program typically includes a training period of two-to-
three months for restaurant management trainees, as well as special training for high-potential managers. We also
provide recurring management training for managers and supervisors to improve effectiveness or prepare them
for more responsibility.

Supply Chain

Our ability to maintain consistent quality and continuity of supply throughout each restaurant brand depends
upon acquiring products from reliable sources. Our pre-approved suppliers and our restaurants are required to
adhere to strict product and safety specifications established through our quality assurance and culinary
programs. These requirements ensure high quality products are served in each of our restaurants. We strategically
negotiate directly with major suppliers to obtain competitive prices. We also use purchase commitment contracts
when appropriate to stabilize the potentially volatile pricing associated with certain commodity items. All
essential products are available from pre-qualified distributors to be delivered to our restaurant brands.
Additionally, as a purchaser of a variety of protein products, we require our suppliers to adhere to humane
processing standards for their respective industries and encourage them to evaluate new technologies for food
safety and humane processing improvements. Due to the relatively rapid turnover of perishable food products,
inventories in the restaurants, which consists primarily of food, beverages and supplies, have a modest aggregate
dollar value in relation to revenues. Internationally, our franchisees and joint venture operations may encounter
cultural and regulatory differences resulting in variances with product specifications for international restaurant
locations.

7

Advertising and Marketing

Our brands generally target the 18 to 59 year-old age group. It is our belief that these consumers value the
benefits of the casual dining category for multiple meal occasions. Brinker has launched several brand initiatives
aimed at making both brands more “New School” or specifically more relevant for today’s evolving consumer. In
doing so, we focus on the largest segment opportunities such as guests we have identified as “Win-backs”, who
have stopped using the brand six months or more ago, and “Switchers”, who are not loyal to one brand.
Initiatives include restaurant reimages designed to provide a more comfortable, up-to-date environment; new
kitchen equipment and procedures that deliver a more consistent food experience; food innovation with quality
ingredients, made with care and presented with pride; and brand messaging that showcases the vibrant
experiences of our restaurants, while demonstrating our quality, freshness and the care we put
into the
preparation of our food. We engage with our target groups, through a mix of national television, digital
advertising, database marketing and social media with each of our restaurant brands utilizing one or more of
these mediums to meet our communication strategies and budget. We recently launched an industry-leading
loyalty program enabling members to earn and redeem what they want, when they want on the device they
want—online, mobile app or tabletop tablet.

Our franchise agreements generally require advertising contributions to us by the franchisees. We use these
contributions, in conjunction with company funds, for the purpose of retaining agencies, obtaining consumer
insights, developing and producing brand-specific creative materials and purchasing national or regional media to
meet the brand’s strategy. Some franchisees also spend additional amounts on local advertising. Any such local
advertising must first be approved by us.

Team Members

As of June 24, 2015, we employed approximately 53,000 team members, of which 615 were restaurant
in Dallas, and 4,007 were restaurant area directors, managers, or trainees. The
support center personnel
remaining 48,394 were employed in non-management restaurant positions. Our executive officers have an
average of 20 years of experience in the restaurant industry.

We have a positive team member relations outlook and continue to focus on improving our team member
turnover rate. We have a variety of tools and strong resources in place to help us recruit and retain the best talent
to work in our restaurants.

The majority of our team members, outside of restaurant management and restaurant support center
personnel, are paid on an hourly basis. We stand firm in the belief that we provide competitive working
conditions and wages favorable with other companies in our industry. Our team members are not covered by any
collective bargaining agreements.

Trademarks

We have registered and/or have pending, among other marks, “Brinker International”, “Chili’s”, “Chili’s
Bar & Bites”, “Chili’s Express”, “Chili’s Margarita Bar”, “Chili’s Southwest Grill & Bar”, “Chili’s Too”,
“Maggiano’s”, and “Maggiano’s Little Italy”, as trademarks with the United States Patent and Trademark Office.

Available Information

We maintain an internet website with the address of http://www.brinker.com. You may obtain, free of
charge, at our website, copies of our reports filed with, or furnished to, the Securities and Exchange Commission
(the “SEC”) on Forms 10-K, 10-Q and 8-K. Any amendments to such reports are also available for viewing and
copying at our internet website. These reports will be available as soon as reasonably practicable after filing such
material with, or furnishing it to, the SEC. In addition, you may view and obtain, free of charge, at our website,
copies of our corporate governance materials, including, Corporate Governance Guidelines, Audit Committee
Charter, Compensation Committee Charter, Governance and Nominating Committee Charter, Code of Conduct
and Ethical Business Policy, and Problem Resolution Procedure/Whistle Blower Policy.

8

Item 1A. RISK FACTORS.

We wish to caution you that our business and operations are subject to a number of risks and uncertainties.
The factors listed below are important because they could cause actual results to differ materially from our
historical results and from those projected in forward-looking statements contained in this report, in our other
filings with the SEC, in our news releases, written or electronic communications, and verbal statements by our
representatives.

You should be aware that forward-looking statements involve risks and uncertainties. These risks and
uncertainties may cause our or our industry’s actual results, performance or achievements to be materially
different from any future results, performances or achievements contained in or implied by these forward-looking
statements. Forward-looking statements are generally accompanied by words like “believes,” “anticipates,”
“estimates,” “predicts,” “expects,” and other similar expressions that convey uncertainty about future events or
outcomes. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise.

Risks Related to Our Business

Competition may adversely affect our operations and financial results.

The restaurant business is highly competitive as to price, service, restaurant location, nutritional and dietary
trends and food quality, and is often affected by changes in consumer tastes, economic conditions, population and
traffic patterns. We compete within each market with locally-owned restaurants as well as national and regional
restaurant chains, some of which operate more restaurants and have greater financial resources and longer
operating histories than ours. The U.S. total employment market is growing, and there is active competition for
quality management personnel and hourly team members. We continue to face competition as a result of several
factors, including quick service and fast casual restaurants also offering high quality food and beverage choices
and the convergence in grocery, deli and restaurant services. We compete primarily on the quality, variety and
value perception of menu items, as well as the quality and efficiency of service, the attractiveness of facilities and
the effectiveness of advertising and marketing programs.

Our restaurants also face competition from the introduction of new products and menu items by competitors,
as well as substantial price discounting among other offers, and are likely to continue to face such future
competition in light of the slow paced economic growth. Although we may implement a number of business
strategies, the success of new products, initiatives and overall strategies is highly difficult to predict and will be
influenced by competitive product offerings, pricing and promotions offered by competitors. Our ability to
differentiate our brands from their competitors, which is in part limited by the advertising spend available to us
and by consumer perception, cannot be assured. These factors could reduce the gross sales or profitability at our
restaurants, which would decrease revenues or profitability generated by company-owned restaurants and royalty
payments from franchisees.

Changing health or dietary preferences may cause consumers to avoid our products in favor of alternative
foods. The foodservice industry as a whole rests on consumer preferences and demographic trends at the local,
regional, national and international levels, including the impact on consumer eating habits of new information
regarding diet, nutrition, health and health insurance. We and our franchisees depend on the sustained demand for
our products, which may be affected by factors outside of our control. Changes in nutritional or health insurance
guidelines issued by federal or local government agencies,
issuance of similar guidelines or statistical
information by other federal, state or local municipalities, academic studies, or advocacy organizations, among
other things, may impact consumer choice and cause consumers to select foods other than those that are offered
by our restaurants. We may not be able to adequately adapt our menu offerings to keep pace with developments
in current consumer preferences, which may result in reductions to the revenues generated by our company-
owned restaurants and the payments we receive from franchisees.

9

The slow global economic growth continues to impact consumer discretionary spending and a continued
and prolonged slow trend in growth could result in declines in consumer discretionary spending materially
affecting our financial performance in the future.

The restaurant industry is dependent upon consumer discretionary spending. Despite improvement in total
employment and consumer confidence in the U.S., consumer incomes have been slow to recover and
discretionary income for restaurant visits has been challenged. Economic improvement in the restaurant industry
continues to come from cost savings initiatives as well as our success to improve the guest experience within our
existing restaurant locations. If this current slow economic growth continues for a prolonged period of time and/
or deepens in magnitude returning to the negative trends of the prior years, our business, results of operations and
ability to comply with the covenants under our credit facility could be materially affected. Deterioration in guest
traffic and/or a reduction in the average amount guests spend in our restaurants will negatively impact our
revenues. This will also result in lower royalties collected, sales deleverage, spreading fixed costs across a lower
level of sales, and in turn, cause downward pressure on our profitability. This could result in further reductions in
staff levels, asset impairment charges and potential restaurant closures.

Future slow global economic growth or recessionary effects on us are unknown at this time and could have a
potential material adverse affect on our financial position and results of operations. There is no assurance that
any governmental plan to restore fiscal responsibility or future plans to stimulate the economy will foster growth
in consumer confidence, stabilize the financial markets, increase liquidity and the availability of credit, or result
in lower unemployment.

Inflation may increase our operating expenses.

We have experienced impact from inflation. Inflation has caused added food, labor and benefits costs and
increased our operating expenses. As operating expenses rise, we, to the extent permitted by competition, recover
costs by raising menu prices, or by reviewing, then implementing, alternative products or processes, or other cost
reduction procedures. We cannot ensure, however, we will be able to continue to recover increases in operating
expenses due to inflation in this manner.

Changes in governmental regulation may adversely affect our ability to maintain our existing and future
operations and to open new restaurants.

We are subject to the Fair Labor Standards Act (which governs such matters as minimum wages, overtime
and other working conditions), along with the Americans with Disabilities Act, the Immigration Reform and
Control Act of 1986, various family leave mandates and a variety of other laws enacted, or rules and regulations
promulgated by federal, state and local governmental authorities that govern these and other employment
matters, including, tip credits, working conditions, safety standards and immigration status. We have experienced
and continue to expect adjustments in payroll expenses as a result of federal and state mandated increases in the
minimum wage; we cannot be certain there will be no additional significant increases in the future. Enactment
and enforcement of various federal, state and local laws, rules and regulations on immigration and labor
organizations may adversely impact the availability and costs of labor for our restaurants in a particular area or
across the United States. Other labor shortages or increased team member turnover could also increase labor
costs. In addition, our suppliers may be affected by higher minimum wage standards or availability of labor,
which may increase the price of goods and services they supply to us. We continue to review the Affordable Care
Act and regulations issued related to the law to evaluate the potential impact of this law on our business, and to
accommodate various parts of the law as they take effect. There are no assurances that a combination of cost
management and price increases can accommodate all of the costs associated with compliance.

We are subject to laws and regulations, which vary from jurisdiction to jurisdiction, relating to nutritional
content and menu labeling. Compliance with these laws and regulations may lead to increased costs and
operational complexity, changes in sales mix and profitability, and increased exposure to governmental

10

investigations or litigation. We do not expect to incur material costs from compliance with the provision of the
Affordable Care Act requiring disclosure of calories on the menus, but cannot reliably anticipate any changes in
guest behavior resulting from implementation of this portion of the law, which could have adverse effects on our
sales or results of operations.

Each of our company-owned and our franchisees’ restaurants is also subject to licensing and regulation by
alcoholic beverage control, health, sanitation, safety and fire agencies in the state, county and/or municipality
where the restaurant is located. We generally have not encountered any material difficulties or failures in
obtaining and maintaining the required licenses and approvals that could impact the continuing operations of an
existing restaurant, or delay or prevent the opening of a new restaurant. Although we do not, at this time,
anticipate any occurring in the future, we cannot be certain that we, or our franchisees, will not experience
material difficulties or failures that could impact the continuing operations of an existing restaurant, or delay the
opening of restaurants in the future.

We are also subject to federal and state environmental regulations, and although these have not had a
material negative affect on our operations, we cannot ensure this will not occur in the future. In particular, the
U.S. and other foreign governments have increased focus on environmental matters such as climate change,
greenhouse gases and water conservation. This may lead to new initiatives directed at regulating an unspecified
array of environmental matters. These efforts could result in increased taxation or in future restrictions on or
increases in costs associated with food and other restaurant supplies, transportation costs and utility costs, any of
which could decrease our operating profits and/or necessitate future investments in our restaurant facilities and
equipment
local and state
governmental bodies with respect to zoning, land use and environmental factors could delay, prevent or make
cost prohibitive the continuing operations of an existing restaurant or the development of new restaurants in
particular locations.

to achieve compliance. Further, more stringent and varied requirements of

Due to our international franchising, we are also subject to governmental regulations throughout the world
impacting the way we do business with our international franchisees and joint venture partners. These include
antitrust and tax requirements, anti-boycott regulations, import/export/customs and other international trade
regulations, the USA Patriot Act and the Foreign Corrupt Practices Act. Failure to comply with any such legal
requirements could subject us to monetary liabilities and other sanctions, which could adversely impact our
business and financial performance.

The impact of current laws and regulations, the effect of future changes in laws or regulations that impose
additional requirements and the consequences of litigation relating to current or future laws and regulations, or
our inability to respond effectively to significant regulatory or public policy issues, could increase our
compliance and other costs of doing business and therefore have an adverse affect on our results of operations.
Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in,
among other things, revocation of required licenses, administrative enforcement actions, fines and civil and
criminal liability. Compliance with these laws and regulations can be costly and can increase our exposure to
litigation or governmental investigations or proceedings.

Shortages or interruptions in the availability and delivery of food and other products may increase costs
or reduce revenues.

Possible shortages or interruptions in the supply of food items and other products to our restaurants caused
by inclement weather, natural disasters such as floods, drought and hurricanes; the inability of our suppliers to
obtain credit in a tight credit market; food safety warnings or advisories or the prospect of such pronouncements;
animal disease outbreaks (such as the avian flu outbreak in the midwestern U.S. in 2015); or other conditions
beyond our control, could adversely affect the availability, quality and cost of items we buy and the operations of
our restaurants. Our inability to effectively manage supply chain risk could increase our costs and limit the
availability of products critical to our restaurant operations.

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Our profitability may be adversely affected by increases in energy costs.

Our success depends in part on our ability to absorb increases in utility costs, in particular, electricity and
natural gas. Various regions of the United States in which we operate multiple restaurants have experienced
volatility in utility prices. This has affected costs in the past and if they occur again, it would have possible
adverse effects on our profitability to the extent not otherwise recoverable through price increases or alternative
products, processes or cost reduction procedures. Further, higher prices for petroleum-based fuels may be passed
on to us by suppliers putting further pressure on margins as well as impact our guests discretionary funds and
ability to patron our restaurants or their menu choices.

Successful strategic transactions are important to our future growth and profitability.

We evaluate potential franchisees of new and existing restaurants and joint venture investments, as well as
mergers, acquisitions and divestitures, as part of our strategic planning initiative. These transactions involve
various inherent risks, including accurately assessing:

•

•

•

the value, future growth potential, strengths, weaknesses, contingent and other liabilities and potential
profitability of franchise and joint venture partner candidates;

our ability to achieve projected economic and operating synergies; and

unanticipated changes in business and economic conditions affecting an acquired business or the
completion of a divestiture.

We acquired Pepper Dining Holding Corp., a franchisee with 103 Chili’s restaurants in the northeastern and
southeastern U.S. on June 25, 2015. These acquired restaurants have lower annual average sales volumes and
different margin structures than our company-owned Chili’s restaurants. We are integrating the acquired
restaurants into our Chili’s operations structure and are rolling out processes to improve sales and margins. We
are also reimaging these restaurants and leveraging technology investments in the restaurants. There is no
assurance that these initiatives will achieve the sales growth and margin improvements for which we have
planned, and would not adversely impact our profitability in the future if not met.

If we are unable to meet our business strategy plan, our profitability in the future may be adversely
affected.

Our ability to meet our business strategy plan is dependent upon, among other things, our and our

franchisees’ ability to:

•

•

•

•

•

•

increase gross sales and operating profits at existing restaurants with food and beverage options and
high quality service desired by our guests through successful implementation of strategic initiatives;

identify adequate sources of capital to fund and finance strategic initiatives, including reimaging of
existing restaurants, new restaurant development and new equipment;

identify available, suitable and economically viable locations for new restaurants;

obtain all required governmental permits (including zoning approvals and liquor licenses) on a timely
basis;

hire all necessary contractors and subcontractors, obtain construction materials at suitable prices, and
maintain construction schedules; and

hire and train or retain qualified managers and team members for existing and new restaurants.

The current slow economic growth could have a material adverse impact on our landlords or other tenants
in retail centers in which we or our franchisees are located, which in turn could negatively affect our
financial results.

If the slow economic growth continues or returns to prior recessionary levels, our landlords may be unable
to obtain financing or remain in good standing under their existing financing arrangements, resulting in failures

12

to pay required construction contributions or satisfy other lease covenants to us. In addition, other tenants at retail
centers in which we or our franchisees are located or have executed leases, may fail to open or may cease
operations. If our landlords fail to satisfy required co-tenancies, this may result in us or our franchisees
terminating leases or delaying openings in these locations. Also, decreases in total tenant occupancy in retail
centers in which we are located may affect guest traffic at our restaurants. All of these factors could have a
material adverse impact on our operations.

The success of our franchisees is important to our future growth.

We have a significant percentage of system-wide restaurants owned and operated by our franchisees. While
our franchise agreements are designed to maintain brand consistency, the franchise relationship reduces our
direct day-to-day oversight of these restaurants and may expose us to risks not otherwise encountered if we
maintained ownership and control. These risks include franchisee defaults in their obligations to us arising from
financial or other difficulties encountered by them, such as payments to us or maintenance and improvements
obligations; limitations on enforcement of franchise obligations due to bankruptcy or insolvency proceedings;
inability to participate in business strategy changes due to financial constraints; inability to meet rent obligations
on leases on which we retain contingent liability; and failure to comply with food quality and preparation
requirements subjecting us to litigation even when we are not legally liable for a franchisee’s actions or failure to
act.

Additionally our international franchisees and joint venture partners are subject to risks not encountered by

our domestic franchisees. These risks include:

•

•

•

•

difficulties in achieving consistency of product quality and service as compared to U.S. operations;

changes to recipes and menu offerings to meet cultural norms;

challenges to obtain adequate and reliable supplies necessary to provide menu items and maintain food
quality; and

differences, changes or uncertainties in economic, regulatory, legal, cultural, social and political
conditions.

Our sales volumes generally decrease in winter months in North America.

Our sales volumes fluctuate seasonally and are generally higher in the summer months and lower in the

winter months, which may cause seasonal fluctuations in our operating results.

Unfavorable publicity relating to one or more of our restaurants in a particular brand may taint public
perception of the brand.

Multi-unit restaurant businesses can be adversely affected by publicity resulting from poor food quality,
illness or health concerns or operating issues stemming from one or a limited number of restaurants. In particular,
since we depend heavily on the Chili’s brand for a majority of our revenues, unfavorable publicity relating to one
or more Chili’s restaurants could have a material adverse effect on the Chili’s brand, and consequently on our
business, financial condition and results of operations. The speed at which negative publicity (whether or not
accurate) can be disseminated has increased dramatically with the capabilities of electronic communication,
including social media. If we are unable to quickly and effectively respond to such reports, we may suffer
declines in guest traffic which could materially impact our financial performance.

Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social
media could materially adversely impact our business.

There has been a marked increase in the use of social media platforms and similar devices which allow
individuals access to a broad audience of consumers and other interested persons. Many social media platforms

13

immediately publish the content their subscribers and participants can post, often without filters or checks on
accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests
or may be inaccurate, each of which may harm our performance, prospects, or business. The harm may be
immediate without affording us an opportunity for redress or correction. The dissemination of information online
could harm our business, prospects, financial condition, and results of operations, regardless of the information’s
accuracy.

Many of our competitors are expanding their use of social media and new social medial platforms are
rapidly being developed, potentially making more traditional social media platforms obsolete. As a result, we
need to continuously innovate and develop our social media strategies in order to maintain broad appeal with
guests and brand relevance. As part of our marketing efforts, we rely on search engine marketing and social
media platforms to attract and retain guests. We have initiated a multi-year effort to implement new technology
platforms that will allow us to digitally engage with our guests and employees and strengthen our marketing and
analytics capabilities in this increasingly connected society. The initiatives may not be successful, resulting in
expenses incurred without the benefit of higher revenues, increased employee engagement or brand recognition.
In addition, a variety of risks are associated with the use of social media, including the improper disclosure of
proprietary information, negative comments about us, exposure of personally identifiable information, fraud, or
out-of-date information. The inappropriate use of social media vehicles by our guests or employees could
increase our costs, lead to litigation or result in negative publicity that could damage our reputation.

Litigation could have a material adverse impact on our business and our financial performance.

We are subject to lawsuits, administrative proceedings and claims that arise in the regular course of
business. These matters typically involve claims by guests, team members and others regarding issues such as
food borne illness, food safety, premises liability, compliance with wage and hour requirements, work-related
injuries, discrimination, harassment, disability and other operational issues common to the foodservice industry,
as well as contract disputes and intellectual property infringement matters. We could be adversely affected by
negative publicity and litigation costs resulting from these claims, regardless of their validity. Significant legal
fees and costs in complex class action litigation or an adverse judgment or settlement that is not insured or is in
excess of insurance coverage could have a material adverse effect on our financial position and results of
operations.

We are dependent on information technology and any material failure in the operation or security of that
technology or our ability to execute a comprehensive business continuity plan could impair our ability to
efficiently operate our business.

We rely on information systems across our operations, including, for example, point-of-sale processing in
our restaurants, management of our supply chain, collection of cash, payment of obligations and various other
processes and procedures. Our ability to efficiently manage our business depends significantly on the reliability
and capacity of these systems. The failure of these systems to operate effectively, problems with maintenance,
upgrading or transitioning to replacement systems, or a breach in security of these systems could cause delays in
customer service and reduce efficiency in our operations. A security breach or cyber attack could include theft of
credit card data or other personal information as well as our intellectual property. Significant capital investments
might be required to remediate any problems.

Additionally, our corporate systems and processes and corporate support for our restaurant operations are
handled primarily at our restaurant support center. We have disaster recovery procedures and business continuity
plans in place to address most events of a crisis nature, including tornadoes and other natural disasters, and back
up and off-site locations for recovery of electronic and other forms of data and information. However, if we are
unable to fully implement our disaster recovery plans, we may experience delays in recovery of data, inability to
perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support

14

field operations and other breakdowns in normal communication and operating procedures that could have a
material adverse effect on our financial condition, results of operation and exposure to administrative and other
legal claims.

Failure to protect the integrity and security of individually identifiable data of our guests and teammates
and confidential and proprietary information of the company could damage our reputation and expose us
to loss of revenues and litigation.

We receive and maintain certain personal

information about our guests and team members in our
information technology systems, such as point-of-sale, web and mobile platforms,
including our rewards
program. Additionally our systems contain proprietary and confidential information related to our business. Use
of this information is regulated at the federal and state levels, as well as by certain third party contracts. If our or
our business associates’ information systems are compromised as a result of a cyber attack or other external or
internal method, or we fail to comply with applicable laws and regulations, it could result in a violation of the
laws and regulations, and an adverse and material impact on our reputation, operations, results of operations and
financial condition. Such security breaches could also result in litigation or governmental investigation against us
or the imposition of penalties. These impacts could also occur if we are perceived either to have had an attack,
failure or to have failed to properly respond to an incident. Like many other retail companies, we experience
frequent attempts to compromise our systems but none have resulted in a material breach. As privacy and
information security laws and regulations change or cyber risks evolve pertaining to data, we may incur
additional costs in technology, third party services and personnel to remain in compliance and maintain systems
designed to anticipate and prevent cyber attacks. Our security frameworks prevent breaches of our systems and
data loss, but these measures cannot provide assurance that we will be successful in preventing such breaches or
data loss.

Failure to protect our service marks or other intellectual property could harm our business.

We regard our Chili’s® and Maggiano’s® service marks, and other service marks and trademarks related to
our restaurant businesses, as having significant value and being important to our marketing efforts. We rely on a
combination of protections provided by contracts, copyrights, patents, trademarks, service marks and other
common law rights, such as trade secret and unfair competition laws, to protect our restaurants and services from
infringement. We have registered certain trademarks and service marks in the United States and foreign
jurisdictions. However, we are aware of names and marks identical or similar to our service marks being used
from time to time by other persons. Although our policy is to oppose any such infringement, further or unknown
unauthorized uses or other misappropriation of our trademarks or service marks could diminish the value of our
brands and adversely affect our business. In addition, effective intellectual property protection may not be
available in every country in which we have or intend to open or franchise a restaurant. Although we believe we
have taken appropriate measures to protect our intellectual property, there can be no assurance that these
protections will be adequate, and defending or enforcing our service marks and other intellectual property could
result in the expenditure of significant resources.

We outsource certain business processes to third-party vendors that subject us to risks, including
disruptions in business and increased costs.

Some business processes are currently outsourced to third parties. Such processes include certain
information technology processes, gift card tracking and authorization, credit card authorization and processing,
insurance claims processing, certain payroll processing, tax filings and other accounting processes. We also
continue to evaluate our other business processes to determine if additional outsourcing is a viable option to
accomplish our goals. We make a diligent effort to ensure that all providers of outsourced services are observing
proper internal control practices, such as redundant processing facilities and adequate security frameworks to
guard against breaches or data loss; however, there are no guarantees that failures will not occur. Failure of third
parties to provide adequate services could have an adverse effect on our results of operations, financial condition
or ability to accomplish our financial and management reporting.

15

Disruptions in the global financial markets may adversely impact the availability and cost of credit and
consumer spending patterns.

Previous disruptions to the global financial markets and continuing slow economic recovery have adversely
impacted the availability of credit already arranged and the availability and cost of credit in the future. The
disruptions in the financial markets also had an adverse effect on the U.S. and world economy, which has
negatively impacted consumer spending patterns. There can be no assurance that various U.S. and world
government present and future responses to the previous disruptions in the financial markets will restore
consumer confidence, stabilize the markets or increase liquidity or the availability of credit.

Declines in the market price of our common stock or changes in other circumstances that may indicate an
impairment of goodwill could adversely affect our financial position and results of operations.

We perform our annual goodwill impairment test in the second quarter of each fiscal year. Interim goodwill
impairment tests are also required when events or circumstances change between annual tests that would more
likely than not reduce the fair value of our reporting units below their carrying value. It is possible that a change
in circumstances such as the decline in the market price of our common stock or changes in consumer spending
levels, or in the numerous variables associated with the judgments, assumptions and estimates made in assessing
the appropriate valuation of our goodwill, could negatively impact the valuation of our brands and create the
potential for a non-cash charge to recognize impairment losses on some or all of our goodwill. If we were
required to write down a portion of our goodwill and record related non-cash impairment charges, our financial
position and results of operations would be adversely affected.

Changes to estimates related to our property and equipment, or operating results that are lower than our
current estimates at certain restaurant locations, may cause us to incur impairment charges on certain
long-lived assets.

We make certain estimates and projections with regards to individual restaurant operations, as well as our
overall performance in connection with our impairment analyses for long-lived assets. An impairment charge is
required when the carrying value of the asset exceeds the estimated fair value. The projection of future cash
flows used in this analysis requires the use of judgment and a number of estimates and projections of future
operating results. If actual results differ from our estimates, additional charges for asset impairments may be
required in the future. If impairment charges are significant, our financial position and results of operations could
be adversely affected.

Identification of material weakness in internal control over financial reporting may adversely affect our
financial results.

We are subject to the ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002.
Those provisions provide for the identification of material weaknesses in internal control over financial
reporting. If such a material weakness is identified, it could indicate a lack of adequate controls to generate
accurate financial statements. We routinely assess our internal control over financial reporting, but we cannot
assure you that we will be able to timely remediate any material weaknesses that may be identified in future
periods, or maintain all of the controls necessary for continued compliance. Likewise, we cannot assure you that
we will be able to retain sufficient skilled finance and accounting team members, especially in light of the
increased demand for such individuals among publicly traded companies.

Other risk factors may adversely affect our financial performance.

Other risk factors that could cause our actual results to differ materially from those indicated in the forward-
looking statements by affecting, among many things, pricing, consumer spending and consumer confidence,
include, without limitation, changes in economic conditions and financial and credit markets (including rising

16

interest rates and costs for consumers and reduced disposable income); credit availability; increased costs of food
commodities; increased fuel costs and availability for our team members, customers and suppliers; increased
health care costs; health epidemics or pandemics or the prospects of these events; consumer perceptions of food
safety; changes in consumer tastes and behaviors; governmental monetary policies; changes in demographic
trends; availability of employees; terrorist acts; energy shortages and rolling blackouts; and weather (including,
major hurricanes and regional winter storms) and other acts of God.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

Item 2.

PROPERTIES.

Restaurant Locations

At June 24, 2015, our system of company-owned and franchised restaurants included 1,629 restaurants
located in 49 states and Washington, D.C. We also have restaurants in the U.S. territories of Guam and Puerto
Rico and the countries of Bahrain, Canada, Colombia, Costa Rica, Dominican Republic, Ecuador, Egypt, El
Salvador, Germany, Guatemala, Honduras, India, Indonesia, Japan, Jordan, Kuwait, Lebanon, Malaysia, Mexico,
Oman, Peru, Philippines, Qatar, Saudi Arabia, Singapore, South Korea, Taiwan, United Arab Emirates and
Venezuela. We have provided you a breakdown of our portfolio of restaurants in the two tables below:

Table 1: Company-owned vs. franchise (by brand) as of June 24, 2015:

Chili’s

Company-owned (domestic) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company-owned (international) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Maggiano’s

Company-owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

826
13
741

49

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,629

Table 2: Domestic vs. foreign locations (by brand) as of June 24, 2015 (company-owned and franchised):

Chili’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maggiano’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,259(49)
49(21 & D.C.)

321(31)
—

Domestic
(No. of States)

Foreign
(No. of countries
and U.S. territories)

Restaurant Property Information

The following table illustrates the approximate dining capacity for each current prototypical restaurant in

our restaurant brands:

Square Feet
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dining Seats . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dining Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,930-6,000
150-252
35-54

7,700-24,000
200-700
35-150

Chili’s

Maggiano’s

At June 24, 2015, we owned the land and building for 188 of our 888 company-owned restaurant locations
(domestic and international). For these 188 restaurant locations, the net book value for the land was $142 million

17

and for the buildings was $113 million. For the remaining 700 restaurant locations leased by us, the net book
value of the buildings and leasehold improvements was $533 million. The 700 leased restaurant locations can be
categorized as follows: 569 are ground leases (where we lease land only, but own the building) and 131 are retail
leases (where we lease the land/retail space and building). We believe that our properties are suitable, adequate,
well-maintained and sufficient for the operations contemplated. Some of our leased restaurants are leased for an
initial lease term of five to 30 years, with renewal terms of one to 30 years. The leases typically provide for a
fixed rental plus percentage rentals based on sales volume.

Other Properties

We own an office building containing approximately 108,000 square feet which we use for part of our
corporate headquarters and menu development activities. We lease an additional office complex containing
approximately 198,000 square feet for the remainder of our corporate headquarters which is currently utilized by
us, reserved for future expansion of our headquarters, or sublet to third parties. We also lease office space in
Florida for use as a regional operations office. The size of this office space is approximately 4,000 square feet.
Effective as of Fiscal 2016, and in connection with the purchase of Pepper Dining Holding Corp., there are two
short-term regional office leases. One is located in Charlotte, North Carolina, and the other is in Providence,
Rhode Island. These offices are approximately 1,600 square feet and approximately 1,955 square feet,
respectively.

Item 3.

LEGAL PROCEEDINGS.

Evaluating contingencies related to litigation is a complex process involving subjective judgment on the
potential outcome of future events and the ultimate resolution of litigated claims may differ from our current
analysis. Accordingly, we review the adequacy of accruals and disclosures pertaining to litigated matters each
quarter in consultation with legal counsel and we assess the probability and range of possible losses associated
with contingencies for potential accrual in the consolidated financial statements.

In August 2004, certain current and former hourly restaurant team members filed a putative class action
lawsuit against us in California Superior Court alleging violations of California labor laws with respect to meal
periods and rest breaks, styled as Hohnbaum, et al. v. Brinker Restaurant Corporation, et al.

to resolve all claims in exchange for a settlement payment not

On August 6, 2014, the parties reached a preliminary settlement agreement, which remained subject to court
to exceed $56.5 million. On
approval,
December 12, 2014, the court granted final approval of the settlement agreement. In February 2015, we funded
the settlement in the amount of $44.0 million against our previously established reserve. We do not expect any
further payments related to this matter.

We are engaged in various other legal proceedings and have certain unresolved claims pending. Reserves
have been established based on our best estimates of our potential liability in certain of these matters. We are of
the opinion that, apart from the discussion above, there are no matters pending or threatened which are likely to
have a material adverse effect, individually or in the aggregate, on our consolidated financial condition or results
of operations.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

18

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “EAT”. Bid
prices quoted represent inter-dealer prices without adjustment for retail markup, markdown and/or commissions,
and may not necessarily represent actual transactions. The following table sets forth the quarterly high and low
closing sales prices of the common stock, as reported by the NYSE.

Fiscal year ended June 24, 2015:

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter

$51.77
$58.93
$63.12
$61.82

$44.16
$49.55
$57.43
$54.04

High

Low

Fiscal year ended June 25, 2014:

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter

$43.74
$47.37
$55.00
$53.55

$38.19
$38.87
$44.77
$48.04

High

Low

As of August 10, 2015, there were 524 holders of record of our common stock.

During the fiscal year ended June 24, 2015, we continued to declare quarterly cash dividends for our
shareholders. We have set forth the dividends declared for the fiscal year in the following table on the specified
dates:

Dividend Per Share
of Common Stock

$0.28
$0.28
$0.28
$0.28

Declaration Date

Record Date

Payment Date

August 21, 2014
October 30, 2014
February 5, 2015
May 21, 2015

September 5, 2014
December 5, 2014
March 6, 2015
June 12, 2015

September 25, 2014
December 26, 2014
March 26, 2015
June 25, 2015

19

The graph below matches Brinker International, Inc.’s cumulative 5-Year total shareholder return on

common stock with the cumulative total returns of the S&P 500 index and the S&P Restaurants index.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Brinker International, Inc., the S&P 500 Index
and the S&P Restaurants Index

$500

$450

$400

$350

$300

$250

$200

$150

$100

$50

$0
6/30/10

6/29/11

6/27/12

6/26/13

6/25/14

6/24/15

Brinker International, Inc.

S&P 500

S&P Restaurants

*$100 invested on 6/30/10 in stock or index, including reinvestment of dividends.
Indexes calculated on month-end basis.

Copyright© 2015 S&P, a division of McGraw Hill Financial. All rights reserved.

The graph assumes a $100 initial investment and the reinvestment of dividends in our stock and each of the
indexes on June 30, 2010 and its relative performance is tracked through June 24, 2015. The values shown are
neither indicative nor determinative of future performance.

2010

2011

2012

2013

2014

2015

Brinker International . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P Restaurants(1) . . . . . . . . . . . . . . . . . . . . . . . .

$100.00
$100.00
$100.00

$174.00
$130.69
$140.12

$221.76
$137.81
$162.68

$287.55
$166.20
$213.15

$386.66
$207.10
$213.15

$446.25
$222.47
$242.78

(1)

The S&P Restaurants Index is comprised of Chipotle Mexican Grill, Inc., Darden Restaurants, Inc.,
McDonald’s Corp., Starbucks Corporation and Yum! Brands, Inc.

In May 2013, the Company issued $250.0 million in the aggregate principal amount at maturity of 2.600%
Notes due 2018 (the “2018 Notes”) and $300.0 million in the aggregate principal amount at maturity of 3.875%
Notes due 2023 (the “2023 Notes”, and together with the 2018 Notes, the “Notes”). J.P. Morgan Securities LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated served as the joint book-running managers for the
offering. The Notes were issued in a public offering pursuant to a registration statement on Form S-3, File
No. 333-188252, and are freely tradeable. The Notes are redeemable at the Company’s option at any time, in
whole or in part. The proceeds of the offering were used for general corporate purposes, including the redemption
of the 5.75% notes due June 2014, pay down of the revolver and the repurchase of the Company’s common stock
pursuant to its share repurchase program.

20

During the three-year period ended on August 10, 2015, we issued no securities which were not registered

under the Securities Act of 1933, as amended.

We continue to maintain our share repurchase program; on August 21, 2014, our Board of Directors
increased our share repurchase authorization by $350 million, bringing the total authorization to $3,935 million.
During the fourth quarter, we repurchased shares as follows (in thousands, except share and per share amounts):

Total
Number
of Shares
Purchased(a)

Average
Price Paid
per Share

Total Number
of Shares
Purchased as
Part of Publicly
Announced
Program

Approximate Dollar
Value that May Yet be
Purchased
Under the Program(b)

March 26, 2015 through April 29, 2015 . . . . . . . . .
April 30, 2015 through May 27, 2015 . . . . . . . . . .
May 28, 2015 through June 24, 2015 . . . . . . . . . . .

926,991
148,170
440,878

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,516,039

$60.62
$55.59
$56.20

$58.84

926,000
148,000
440,594

1,514,594

$393,554
$385,324
$360,554

(a) These amounts include shares purchased as part of our publicly announced programs and shares owned and
tendered by team members to satisfy tax withholding obligations on the vesting of restricted share awards,
which are not deducted from shares available to be purchased under publicly announced programs. Unless
otherwise indicated, shares owned and tendered by team members to satisfy tax withholding obligations
were purchased at the average of the high and low prices of the Company’s shares on the date of vesting.
During the fourth quarter of fiscal 2015, 1,445 shares were tendered by team members at an average price of
$59.90.

(b) The final amount shown is as of June 24, 2015.

Item 6.

SELECTED FINANCIAL DATA.

The information set forth in that section entitled “Selected Financial Data” in our 2015 Annual Report to
Shareholders is presented on page F-1 of Exhibit 13 to this document. We incorporate that information in this
document by reference.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS.

The information set forth in that section entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our 2015 Annual Report to Shareholders is presented on pages F-2
through F-14 of Exhibit 13 to this document. We incorporate that information in this document by reference.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information set forth in that section entitled “Quantitative and Qualitative Disclosures About Market
Risk” contained within “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” is in our 2015 Annual Report to Shareholders presented on page F-14 of Exhibit 13 to this
document. We incorporate that information in this document by reference.

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

We refer you to the Index to Financial Statements attached hereto on page 27 for a listing of all financial
statements in our 2015 Annual Report to Shareholders. This report is attached as part of Exhibit 13 to this
document. We incorporate those financial statements in this document by reference.

21

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

Item 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15
under the Securities Exchange Act of 1934 [the “Exchange Act”]), as of the end of the period covered by this
Annual Report on Form 10-K, our principal executive officer and principal financial officer have concluded that
our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

“Management’s Report on Internal Control over Financial Reporting” and the attestation report of the
independent registered public accounting firm of KPMG LLP on internal control over financial reporting are in
our 2015 Annual Report to Shareholders and are presented on pages F-37 through F-39 of Exhibit 13 to this
document. We incorporate our report in this document by reference.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our fourth quarter ended
June 24, 2015, that have materially affected or are reasonably likely to materially affect, our internal control over
financial reporting.

Item 9B. OTHER INFORMATION.

None.

22

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

PART III

If you would like information about:

•

•

•

our executive officers,

our Board of Directors, including its committees, and

our Section 16(a) reporting compliance,

you should read the sections entitled “Election of Directors—Information About Nominees”, “Committees of the
Board of Directors”, “Executive Officers”, and “Section 16(a) Beneficial Ownership Reporting Compliance” in
our Proxy Statement to be dated on or about September 14, 2015, for the annual meeting of shareholders on
October 29, 2015. We incorporate that information in this document by reference.

The Board of Directors has adopted a code of ethics that applies to all of the members of Board of Directors
and all of our team members, including, the principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. A copy of the code is posted on our
internet website at the internet address: http://www.brinker.com/corp_gov/ethical_business_ policy.asp. You may
obtain free of charge copies of the code from our website at the above internet address. Any amendment of, or
waiver from, our code of ethics will be posted on our website within four business days of such amendment or
waiver.

Item 11. EXECUTIVE COMPENSATION.

If you would like information about our executive compensation, you should read the section entitled
“Executive Compensation—Compensation Discussion and Analysis” in our Proxy Statement to be dated on or
about September 14, 2015, for the annual meeting of shareholders on October 29, 2015. We incorporate that
information in this document by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS.

If you would like information about our security ownership of certain beneficial owners and management
and related stockholder matters, you should read the sections entitled “Director Compensation for Fiscal 2015”,
“Compensation Discussion and Analysis”, and “Stock Ownership of Certain Persons” in our Proxy Statement to
be dated on or about September 14, 2015, for the annual meeting of shareholders on October 29, 2015. We
incorporate that information in this document by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

If you would like information about certain relationships and related transactions, you should read the
section entitled “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement to be
dated on or about September 14, 2015, for the annual meeting of shareholders on October 29, 2015. We
incorporate that information in this document by reference.

If you would like information about

the independence of our non-management directors and the
composition of the Audit Committee, Compensation Committee and Governance and Nominating Committee,
you should read the sections entitled “Director Independence” and “Committees of the Board of Directors” in our
Proxy Statement to be dated on or about September 14, 2015, for the annual meeting of shareholders on
October 29, 2015. We incorporate that information in this document by reference.

23

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

If you would like information about principal accountant fees and services, you should read the section
entitled “Ratification of Independent Auditors” in our Proxy Statement to be dated on or about September 14,
2015, for the annual meeting of shareholders on October 29, 2015. We incorporate that information in this
document by reference.

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1) Financial Statements.

PART IV

We make reference to the Index to Financial Statements attached to this document on page 27 for a listing

of all financial statements attached as Exhibit 13 to this document.

(a)(2) Financial Statement Schedules.

All schedules are omitted as the required information is inapplicable or the information is presented in the

financial statements or related notes.

(a)(3) Exhibits.

We make reference to the Index to Exhibits preceding the exhibits attached hereto on pages E-1 for a list of

all exhibits filed as a part of this document.

24

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

BRINKER INTERNATIONAL, INC.,
a Delaware corporation

By:

/S/ THOMAS J. EDWARDS, JR.
Thomas J. Edwards, Jr.,
Executive Vice President and Chief Financial Officer

Dated: August 24, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, we have signed in our indicated

capacities on August 24, 2015.

Name

Title

/s/ WYMAN T. ROBERTS

Wyman T. Roberts

President and Chief Executive Officer of Brinker
International, President of Chili’s Grill & Bar (Principal
Executive Officer) and Director

/s/ THOMAS J. EDWARDS, JR.

Thomas J. Edwards, Jr.

Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/

JOSEPH M. DEPINTO

Chairman of the Board

Joseph M. DePinto

/s/ ELAINE M. BOLTZ

Elaine M. Boltz

Director

/s/ HARRIET EDELMAN

Director

Harriet Edelman

/s/ MICHAEL A. GEORGE

Director

Michael A. George

/s/ WILLIAM T. GILES
William T. Giles

/s/ GERARDO I. LOPEZ
Gerardo I. Lopez

/s/

JON L. LUTHER

Jon L. Luther

/s/ GEORGE R. MRKONIC
George R. Mrkonic

Director

Director

Director

Director

25

Name

Title

/s/ ROSENDO G. PARRA

Director

Rosendo G. Parra

/s/

JOSE LUIS PRADO

Jose Luis Prado

Director

26

INDEX TO FINANCIAL STATEMENTS

The following is a listing of the financial statements which are attached hereto as part of Exhibit 13.

Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . .

Page

F-1

F-2

Consolidated Statements of Comprehensive Income—Fiscal Years Ended June 24, 2015, June 25,

2014, and June 26, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-15

Consolidated Balance Sheets—June 24, 2015 and June 25, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-16

Consolidated Statements of Shareholders’ (Deficit) Equity—Fiscal Years Ended June 24, 2015, June 25,

2014, and June 26, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-17

Consolidated Statements of Cash Flows—Fiscal Years Ended June 24, 2015, June 25, 2014, and June 26,

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-18

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19

Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-37

Management’s Responsibility for Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-39

Management’s Report on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-39

27

Exhibit

3(a)

3(b)

4(a)

4(b)

4(c)

4(d)

4(e)

10(a)

10(b)

10(c)

10(d)

13

21

23

31(a)

31(b)

32(a)

32(b)

99(a)

101+

+

INDEX TO EXHIBITS

Certificate of Incorporation of the Registrant, as amended.(1)

Bylaws of the Registrant.(2)

Form of 2.600% Note due 2018.(3)

Form of 3.875% Note due 2023.(3)

Indenture between the Registrant and Wilmington Trust, National Association, as Trustee.(4)

First Supplemental Indenture between Registrant and Wilmington Trust, National Association.(3)

Second Supplemental Indenture between Registrant and Wilmington Trust, National Association.(3)

Registrant’s Stock Option and Incentive Plan.(5)

Registrant’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants.(6)

Registrant’s Performance Share Plan Description.(7)

Credit Agreement dated as of June 22, 2010, by and among Registrant, Brinker Restaurant
Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities, LLC, Regions Capital Markets, a Division of Regions Bank, J.P. Morgan Chase
Bank, N.A., Regions Bank, Compass Bank, and Wells Fargo Bank, National Association, as amended
by Amendment No. 1, dated as of August 9, 2011.(8)

2015 Annual Report to Shareholders.(9)

Subsidiaries of the Registrant.(10)

Consent of Independent Registered Public Accounting Firm.(10)

Certification by Wyman T. Roberts, President, Chief Executive Officer and President of Chili’s Grill
& Bar of the Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a).(10)

Certification by Thomas J. Edwards,, Jr., Executive Vice President and Chief Financial Officer of the
Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a).(10)

Certification by Wyman T. Roberts, President, Chief Executive Officer and President of Chili’s Grill
& Bar of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.(10)

Certification by Thomas J. Edwards, Jr., Executive Vice President and Chief Financial Officer of the
Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.(10)

Proxy Statement of Registrant.(11)

Interactive Data File

As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes
of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of
1934.

(1) Filed as an exhibit to annual report on Form 10-K for year ended June 28, 1995, and incorporated herein by

reference.

(2) Filed as an exhibit to quarterly report on Form 10-Q for quarter ended December 25, 2013, and incorporated

herein by reference.

E-1

(3) Filed as an exhibit to current report on Form 8-K dated May 15, 2013, and incorporated herein by reference.
(4) Filed as an exhibit to registration statement on Form S-3 filed April 30, 2013, SEC File No. 333-188252,

and incorporated herein by reference.

(5) Filed as an Appendix A to Proxy Statement of Registrant filed on September 17, 2013, and incorporated

herein by reference.

(6) Filed as an exhibit to quarterly report on Form 10-Q for the quarter ended December 28, 2005, and

incorporated herein by reference.

(7) Filed as an exhibit to quarterly report on Form 10-Q for the quarter ended March 29, 2006, and incorporated

herein by reference.

(8) Filed as an exhibit to current report on Form 8-K dated August 9, 2011, and incorporated herein by

reference.

(9) Portions filed herewith, to the extent indicated herein.
(10) Filed herewith.
(11) To be filed on or about September 14, 2015.

E-2

EXHIBIT 13

BRINKER INTERNATIONAL, INC.
SELECTED FINANCIAL DATA
(In thousands, except per share amounts and number of restaurants)

2015

2014

2013

2012

2011

Fiscal Years

Income Statement Data:
Revenues:

Company sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise and other revenues(a)

$2,904,746
97,532

$2,823,069
86,426

$2,766,618
83,100

$2,748,462
75,678

$2,685,441
79,009

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,002,278

2,909,495

2,849,718

2,824,140

2,764,450

Operating Costs and Expenses:

Company restaurants (excluding depreciation and amortization)

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restaurant labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restaurant expenses(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Company restaurant expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other gains and charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

775,063
929,206
703,334

2,407,603
145,242
133,467
4,764

758,028
905,589
686,314

2,349,931
136,081
132,094
49,224

758,377
892,413
658,834

2,309,624
131,481
134,538
17,300

769,729
891,910
653,248

2,314,887
125,054
143,388
8,974

742,283
886,559
658,124

2,286,966
128,447
132,834
10,783

Total operating costs and expenses . . . . . . . . . . . . . . . . . . . .

2,691,076

2,667,330

2,592,943

2,592,303

2,559,030

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before provision for income taxes . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

311,202
29,006
(2,081)

284,277
87,583

242,165
28,091
(2,214)

216,288
62,249

256,775
29,118
(2,658)

230,315
66,956

231,837
26,800
(3,772)

208,809
57,577

205,420
28,311
(6,220)

183,329
42,269

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 196,694

$ 154,039

$ 163,359

$ 151,232

$ 141,060

Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

3.12

3.05

$

$

2.33

2.26

$

$

2.28

2.20

$

$

1.93

1.87

$

$

Basic weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . .

Diluted weighted average shares outstanding . . . . . . . . . . . . . . . . . . . .

Balance Sheet Data:
Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ (deficit) equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of Restaurants Open (End of Period):
Company-operated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchised/Joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63,072

64,404

66,251

68,152

71,788

74,158

78,559

80,664

$ (228,758) $ (255,256) $ (192,641) $ (203,974) $ (181,047)
1,487,762
1,452,603
1,435,873
643,251
912,014
1,095,858
438,910
149,357
(78,460)
0.56
0.80
1.12

1,490,604
961,400
63,094
0.96

1,439,408
727,379
309,873
0.64

$

$

$

$

$

888
741

1,629

884
731

1,615

877
714

1,591

865
716

1,581

868
711

1,579

1.55

1.53

90,807

92,320

Revenues of franchisees(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,644,015

$1,616,747

$1,632,076

$1,609,893

$1,558,886

(a) Prior year amounts have been updated to conform with fiscal 2015 presentation.
(b) Revenues of Franchisees are not recorded as revenues by the Company. Management believes that franchisee revenue information is
important in understanding the Company’s financial performance because these revenues are the basis on which the Company calculates
and records franchise revenues.

F-1

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

GENERAL

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”) is intended to help you understand our company, our operations, and our current operating
environment. For an understanding of the significant factors that influenced our performance during the past
three fiscal years, the MD&A should be read in conjunction with the consolidated financial statements and
related notes included in this annual report. Our MD&A consists of the following sections:

• Overview—a general description of our business and the casual dining segment of the restaurant

industry

• Results of Operations—an analysis of our consolidated statements of comprehensive income for the

three years presented in our consolidated financial statements

• Liquidity and Capital Resources—an analysis of cash flows,

including capital expenditures,
aggregate contractual obligations, share repurchase activity, known trends that may impact liquidity,
and the impact of inflation

• Critical Accounting Estimates—a discussion of accounting policies that require critical judgments

and estimates

OVERVIEW

We are principally engaged in the ownership, operation, development, and franchising of the Chili’s Grill &
Bar (“Chili’s”) and Maggiano’s Little Italy (“Maggiano’s”) restaurant brands. At June 24, 2015, we owned,
operated, or franchised 1,629 restaurants.

We are committed to strategies and initiatives that are centered on long-term sales and profit growth,
enhancing the guest experience and team member engagement. These strategies are intended to differentiate our
brands from the competition, reduce the costs associated with managing our restaurants and establish a strong
presence for our brands in key markets around the world.

Key economic indicators such as total employment and consumer confidence continued to improve steadily
this year and have driven slight improvements in the casual dining industry; however, growing sales and traffic
has been a challenge over the last five years with steadily increasing competition. U.S. economic growth has
been steady but wage growth has been slow and this wage pressure has challenged both restaurant operators and
consumers as discretionary income available for restaurant visits has been limited. In response to these economic
factors, we have developed strategies that we believe are appropriate for all operating conditions and will provide
a solid foundation for earnings growth going forward.

We have completed a number of significant initiatives in recent years that have helped us drive profitable
sales and traffic growth and to improve the guest experience in our restaurants. Investments in restaurant
reimages, new kitchen equipment and operations software have improved the relevance of the Chili’s brand and
the efficiency of our restaurants. Our new kitchen equipment enables us to provide a higher quality product at a
faster pace, enhancing both profitability and guest satisfaction. Our Chili’s reimage program is complete and the
design is intended to revitalize Chili’s in a way which enhances the relevance of the brand while staying true to
Chili’s brand heritage. All company-owned Chili’s and Maggiano’s restaurants are now operating with an
integrated point of sale and back office software system that was designed to improve the efficiency of our
restaurant operations and reporting capabilities. We believe that these initiatives will positively impact the
customer perception of our restaurants in both the dining room and bar areas and provide us with a great
foundation for continued success.

F-2

We have also differentiated the Chili’s brand by leveraging technology initiatives to engage our guests and
drive traffic. All domestic Chili’s restaurants with the exception of airport and college locations are now outfitted
with tabletop devices which gives us the largest network of tabletop devices in the country. Our Ziosk branded
tabletop device is a multi-functional device which provides entertainment, ordering, guest survey and pay-at-the-
table capabilities. We built on this momentum by launching the Chili’s loyalty program called My Chili’s
Rewards in the fourth quarter of this fiscal year which utilizes our existing tabletop technology and provides us
an opportunity to connect with our guests in a meaningful way to tailor their experience in our restaurants. We
are also investing in additional upgrades to our on-line ordering and mobile platforms. We have also launched No
Wait, a new technology which allows our hosts to provide more accurate wait times when a guest arrives during
peak shifts, and to send them a text when their table is ready. Guests can also add themselves to the wait list via
the Chili’s mobile app which we believe will reduce the in-restaurant wait time and increase the efficiency of our
restaurants by allowing us to turn tables more effectively.

We continually evaluate our menu at Chili’s to improve quality, freshness and value by introducing new
items and improving existing favorites. Our Fresh Mex platform introduced last year has been very successful
and includes Fresh Mex Bowls, Mix and Match Fajitas and Tableside Guacamole. We leveraged this success by
launching our new Top-Shelf Taco category including Pork Carnitas, Ranchero Chicken and Prime Rib tacos in
the fourth quarter. We also introduced Fresh Tex, a new Texas themed platform featuring ribs, steaks and burgers
this year. Our traditional burger menu was also updated with a new line of Craft Burgers, featuring fresh potato
buns and house made garlic pickles. We continually seek opportunities to reinforce value and create interest for
the brand with new and varied offerings to further enhance sales and drive incremental traffic. We are committed
to offering a compelling everyday menu that provides items our customers prefer at a solid value.

Improvements at Chili’s will have the most significant impact on the business; however, our results will also
benefit through additional contributions from Maggiano’s and our global business. Maggiano’s continues to
deliver sales growth and has opened three restaurants in fiscal 2015 based on the new prototype, which excludes
banquet space. This new prototype will allow the brand to enter new markets for which the existing model was
not suited. Maggiano’s is committed to delivering high quality food and a dining experience in line with our
brand heritage. We will continue to strengthen the brand’s business model with kitchen efficiency and inventory
controls that we believe will continue to enhance profitability.

We capitalized on an opportunity to further expand our domestic business by acquiring a franchisee which
owns 103 Chili’s restaurants primarily located in the Northeast and Southeast United States subsequent to the end
of the year. We believe this acquisition fits well within our capital allocation strategy and will enable us to grow
our sales and profits in fiscal 2016. We have begun implementing several initiatives designed to increase sales
and margins including restaurant reimage, loyalty and other operational processes. Global expansion allows
further diversification which will enable us to build strength in a variety of markets and economic conditions.
This expansion will come through franchise relationships, acquisitions, joint venture arrangements and equity
investments. Our international franchisees opened 22 new international Chili’s restaurants in fiscal 2015 and plan
to open 25-30 in fiscal 2016. Growing our franchise operations enables us to improve revenues and operating
income through increased royalties and franchise fees. We continue to work with our domestic franchisees to
increase the pace of reimages of their restaurants, and to leverage technology initiatives like My Chili’s Rewards
and No Wait in their restaurants.

The casual dining industry is a highly competitive business which is sensitive to changes in economic conditions,
trends in lifestyles and fluctuating costs. Our priority remains increasing profitable growth over time in all operating
environments. We have designed both operational and financial strategies to achieve this goal and in our opinion,
improve shareholder value. Success with our initiatives to improve sales trends and operational effectiveness will
enhance the profitability of our restaurants and strengthen our competitive position. We believe the effective execution
of our financial strategies, including repurchasing shares of our common stock, payment of quarterly dividends,
disciplined use of capital and efficient management of operating expenses, will enhance shareholder value. We remain
confident in the financial health of our company, the long-term prospects of the industry, as well as our ability to
perform effectively in a competitive marketplace and a variety of economic environments.

F-3

RESULTS OF OPERATIONS FOR FISCAL YEARS 2015, 2014, AND 2013

The following table sets forth selected operating data as a percentage of total revenues (unless otherwise
noted) for the periods indicated. All information is derived from the accompanying consolidated statements of
comprehensive income:

Fiscal Years

2015

2014

2013

Revenues:

Company sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise and other revenues . . . . . . . . . . . . . . . . . . . . . . . . . .

96.8% 97.0% 97.1%
2.9%
3.0%
3.2%

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100.0% 100.0% 100.0%

Operating Costs and Expenses:

Company restaurants (excluding depreciation and

amortization)

Cost of sales(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restaurant labor(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restaurant expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Company restaurant expenses(1) . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other gains and charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26.7% 26.9% 27.4%
32.0% 32.1% 32.3%
24.2% 24.2% 23.8%

82.9% 83.2% 83.5%
4.6%
4.7%
4.8%
4.7%
4.5%
4.4%
0.6%
1.7%
0.2%

Total operating costs and expenses . . . . . . . . . . . . . . . . . .

89.6% 91.7% 91.0%

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9.0%
8.3%
10.4%
1.0%
1.0%
1.0%
(0.1)% (0.1)% (0.1)%

Income before provision for income taxes . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9.5%
2.9%

6.6%

7.4%
2.1%

5.3%

8.1%
2.4%

5.7%

(1) As a percentage of company sales.

REVENUES

Revenues are presented in two separate captions on the consolidated statements of comprehensive income to
provide more clarity around company-owned restaurant revenue and operating expense trends. Company sales
includes revenues generated by the operation of company-owned restaurants including gift card redemptions.
Franchise and other revenues includes royalties, development fees, franchise fees, Maggiano’s banquet service
charge income, certain gift card activity (breakage and discounts), tabletop gaming revenue, retail food royalties
and delivery fee income.

F-4

Total revenues for fiscal 2015 increased to $3,002.3 million, a 3.2% increase from the $2,909.5 million
generated for fiscal 2014 driven by a 2.9% increase in company sales attributable to positive comparable
restaurant sales and higher capacity (see table below).

Fiscal Year Ended June 24, 2015

Comparable
Sales

Price
Increase

Mix
Shift

Traffic

Capacity

Brinker International . . . . . . . . . . . . . . . .
Chili’s Company-owned . . . . . . . . .
Maggiano’s . . . . . . . . . . . . . . . . . . .
Chili’s Franchise(1) . . . . . . . . . . . . . . . . .
U.S.
. . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . .
Chili’s Domestic(2) . . . . . . . . . . . . . . . . .
System-wide(3) . . . . . . . . . . . . . . . . . . . .

1.7%
1.9%
0.8%
2.2%
2.9%
0.4%
2.2%
1.9%

0.8%
0.0% 0.1%
1.6%
0.4%
0.3% 0.2%
1.4%
2.3% (1.4)% (0.1)% 8.2%

(1) Revenues generated by franchisees are not included in revenues on the consolidated
statements of comprehensive income; however, we generate royalty revenue and
advertising fees based on franchisee revenues, where applicable. We believe including
franchisee comparable restaurants revenues provides investors information regarding
brand performance that is relevant to current operations and may impact future restaurant
development.

(2) Chili’s Domestic comparable restaurant sales percentages are derived from sales
generated by company-owned and franchise operated Chili’s restaurants in the United
States.

(3) System-wide comparable restaurant sales are derived from sales generated by company-
owned Chili’s and Maggiano’s restaurants in addition to the sales generated at franchise
operated restaurants.

Chili’s company sales increased to $2,503.1 million in fiscal 2015, a 2.4% increase from $2,443.9 million in
fiscal 2014. The increase was primarily driven by increased comparable restaurant sales and restaurant capacity.
Chili’s company-owned restaurant capacity increased 0.4% (as measured by sales weeks) compared to the prior
year due to three net restaurant openings during fiscal 2015.

Maggiano’s company sales increased to $401.6 million in fiscal 2015, a 5.9% increase from $379.1 million
in fiscal 2014 primarily driven by increases in restaurant capacity and comparable restaurant sales. Maggiano’s
restaurant capacity increased 8.2% for fiscal 2015 (as measured by sales weeks) compared to the prior year due
to three restaurant openings during the fiscal year.

Franchise and other revenues increased to $97.5 million in fiscal 2015 compared to $86.4 million in fiscal
2014 driven by the revenues associated with tabletop devices, royalty revenues related to Chili’s new retail food
products, and higher royalty income primarily driven by international franchise restaurant openings. Our
franchisees generated approximately $1,644 million in sales in fiscal 2015.

F-5

Total revenues for fiscal 2014 increased to $2,909.5 million, a 2.1% increase from the $2,849.7 million
generated for fiscal 2013 driven by a 2.0% increase in company sales and a 4.0% increase in franchise and other
revenues. The increase in company sales was primarily attributable to the acquisition of 11 restaurants in Canada
at the end of fiscal 2013, a 0.6% increase in comparable restaurant sales, as well as increases in capacity (see
table below).

Fiscal Year Ended June 25, 2014

Comparable
Sales

Price
Increase

Mix
Shift

Traffic

Capacity

Brinker International . . . . . . . . . . . . . . . .
Chili’s Company-owned . . . . . . . . .
Maggiano’s . . . . . . . . . . . . . . . . . . .
Chili’s Franchise(1) . . . . . . . . . . . . . . . . .
U.S.
. . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . .
Chili’s Domestic(2) . . . . . . . . . . . . . . . . .
System-wide(3) . . . . . . . . . . . . . . . . . . . .

0.6%
0.6%
0.6%
0.2%
(0.3)%
1.6%
0.3%
0.5%

1.0% (1.6)% 1.6%
1.2%
1.2%
1.2% (1.8)% 1.6%
1.5% (0.7)% (0.2)% 1.7%

(1) Revenues generated by franchisees are not included in revenues on the consolidated
statements of comprehensive income; however, we generate royalty revenue and
advertising fees based on franchisee revenues, where applicable. We believe including
franchisee comparable restaurant’s revenues provides investors information regarding
brand performance that is relevant to current operations and may impact future restaurant
development.

(2) Chili’s Domestic comparable restaurant sales percentages are derived from sales
generated by company-owned and franchise operated Chili’s restaurants in the United
States.

(3) System-wide comparable restaurant sales are derived from sales generated by company-
owned Chili’s and Maggiano’s restaurants in addition to the sales generated at franchise
operated restaurants.

Chili’s company sales increased to $2,443.9 million in fiscal 2014, a 2.1% increase from $2,392.9 million in
fiscal 2013. The increase was primarily driven by the acquisition of 11 restaurants in Canada at the end of fiscal
2013, a 0.6% increase in comparable restaurant sales, as well as increases in domestic restaurant capacity. Chili’s
company-owned restaurant capacity increased 1.6% (as measured by sales weeks) compared to the prior year due
to the acquired Canada restaurants and five net restaurant openings during fiscal 2014.

Maggiano’s company sales increased to $379.1 million in fiscal 2014, a 1.4% increase from $373.7 million
in fiscal 2013 driven by an increase in restaurant capacity and menu pricing. Maggiano’s restaurant capacity
increased 1.7% for fiscal 2014 (as measured by sales weeks) compared to the prior year due to two restaurant
openings during the fiscal year.

Franchise and other revenues increased to $86.4 million in fiscal 2014 compared to $83.1 million in fiscal
2013 driven primarily by revenues associated with tabletop devices, partially offset by lower royalty income.
Royalty income decreased primarily due to the Canada acquisition in June 2013 as these restaurants were
franchised and five net domestic franchise restaurant closures during fiscal 2014, partially offset by an increase
in international franchise royalty revenues due to 22 net restaurant openings in fiscal 2014. Our franchisees
generated approximately $1,617 million in sales in fiscal 2014.

COSTS AND EXPENSES

Cost of sales, as a percent of company sales, decreased 0.2% in fiscal 2015 due to favorable menu pricing
and efficiency gains related to new fryer equipment, partially offset by unfavorable menu item mix and
unfavorable commodity pricing primarily related to burger meat, which is market based, as well as unfavorable

F-6

pricing related to fajita beef and salmon. Cost of sales, as a percent of company sales, decreased 0.5% in fiscal
2014 due to increased menu pricing, menu item changes, improved waste control, and efficiency gains in oil
usage related to new fryer equipment. Commodity pricing was favorable primarily driven by other items and
bread, partially offset by unfavorable pricing primarily related to cheese, seafood and pork.

Restaurant labor, as a percent of company sales, decreased 0.1% in fiscal 2015 primarily driven by leverage
related to higher company sales coupled with lower health insurance expenses, partially offset by increased wage
rates. Restaurant labor, as a percent of company sales, decreased 0.2% in fiscal 2014 primarily driven by
leverage related to higher company sales, decreased employee health insurance expenses resulting from favorable
claims experience and decreased employee training costs, partially offset by increased manager salaries primarily
due to merit.

Restaurant expenses, as a percent of company sales, were flat in 2015 primarily driven by leverage related to
higher company sales and lower workers’ compensation insurance expenses, partially offset by equipment
charges associated with tabletop devices and higher credit card fees. Restaurant expenses, as a percent of
company sales, increased 0.4% in fiscal 2014 primarily driven by higher advertising, workers’ compensation
insurance expenses, new restaurant development, utilities expense and tabletop equipment charges, partially
offset by sales leverage on fixed costs related to higher company sales, lower research and development, and
higher equity income.

Depreciation and amortization increased $9.2 million in fiscal 2015 primarily due to investments in the
Chili’s reimage program, new restaurant openings and new fryer equipment, partially offset by an increase in
fully depreciated assets. Depreciation and amortization increased $4.6 million in fiscal 2014 primarily due to
investments in the Chili’s reimage program, fryers and kitchen equipment, new restaurant openings, as well as
the acquisition of 11 restaurants in Canada, partially offset by an increase in fully depreciated assets.

General and administrative expenses increased $1.4 million in fiscal 2015 due to higher performance-based
compensation and technology and innovation expenditures made in support of sales driving initiatives, partially
offset by lower stock-based compensation and professional fees. General and administrative expenses decreased
$2.4 million in fiscal 2014 primarily due to lower performance based compensation, a reduction in payroll
primarily due to lower headcount, as well as a reduction in other benefits, partially offset by higher legal fees.

Other gains and charges in fiscal 2015 were $4.8 million. We were a plaintiff in the antitrust litigation
against Visa and MasterCard styled as Progressive Casualty Insurance Co., et al. v. Visa, Inc., et al. A settlement
agreement was fully executed by all parties in January 2015 and we recognized a gain of approximately $8.6
million. During the second quarter of fiscal 2015, the class action lawsuit styled as Hohnbaum, et al. v. Brinker
Restaurant Corp., et al. (“Hohnbaum case”) was finalized resulting in an additional charge of approximately $5.8
million to adjust our previous estimate of the final settlement amount. In February 2015, we funded the
settlement in the amount of $44.0 million against our previously established reserve. Additionally, during fiscal
2015 we recorded restaurant impairment charges of $2.3 million related to underperforming restaurants that
either continue to operate or are scheduled to close. We also recorded restaurant closure charges of $1.7 million
primarily related to lease termination charges and a $1.1 million loss primarily related to the sale of two company
owned restaurants located in Mexico. We incurred $1.2 million in severance other benefits related to
organizational changes made during the fiscal year. The severance charges include expenses related to the
accelerated vesting of stock-based compensation awards. We incurred expenses of approximately $1.1 million
during fiscal 2015 related to the acquisition of a franchisee which owns 103 Chili’s restaurants subsequent to the
end of the year.

Other gains and charges in fiscal 2014 included charges of approximately $39.5 million related to various
litigation matters including the Hohnbaum case. We also recorded restaurant impairment charges of $4.5 million
related to underperforming restaurants that either continue to operate or are scheduled to close. Additionally, we
recorded $3.4 million of restaurant closure charges consisting primarily of lease termination charges and other

F-7

costs associated with closed restaurants. We also incurred $2.1 million in severance and other benefits related to
organizational changes made during the fiscal year. The severance charges include expenses related to the
accelerated vesting of stock-based compensation awards. Furthermore, a $0.6 million gain was recorded
primarily related to land sales.

Other gains and charges in fiscal 2013 primarily included a charge of $15.8 million representing the
remaining interest payments and unamortized debt issuance costs and discount resulting from the redemption of
the 5.75% notes. Additionally, other gains and charges included $5.3 million of charges related to the impairment
of the company-owned restaurant in Brazil and certain underperforming restaurants, $2.3 million of lease
termination charges related to previously closed restaurants, and $2.2 million in severance and other benefits.
These charges were partially offset by net gains of $11.2 million on the sale of assets, including an $8.3 million
gain on the sale of our remaining 16.6% interest in Macaroni Grill and net gains of $2.9 million related to land
sales.

Interest expense increased $0.9 million in fiscal 2015 resulting from higher borrowing balances, partially
offset by lower interest rates. Interest expense decreased $1.0 million in fiscal 2014 resulting from lower interest
rates partially offset by higher borrowing balances.

Other, net in fiscal 2015, 2014, and 2013 includes $1.8 million, $1.9 million and $2.3 million, respectively,
of sublease income primarily from franchisees as part of the respective sale agreements, as well as other
subtenants.

INCOME TAXES

The effective income tax rate for fiscal 2015 increased to 30.8% compared to 28.8% in the prior year

primarily due to the impact of tax benefits related to litigation charges in the prior year.

The effective income tax rate for fiscal 2014 decreased to 28.8% compared to 29.1% in the prior year
primarily due to the increased tax benefit resulting from litigation charges of $39.5 million in fiscal 2014 as well
as reserve adjustments related to resolved tax positions.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Cash Flow Provided By Operating Activities

During fiscal 2015, net cash flow provided by operating activities was $368.6 million compared to $359.8
million in the prior year. The increase was driven by an increase in current year earnings, partially offset by
unfavorable changes in working capital. Cash flow provided by operating activities was negatively impacted by
the payment of the Hohnbaum legal settlement net of taxes and the timing of operational payments.

During fiscal 2014, net cash flow provided by operating activities was $359.8 million compared to $290.7
million in the prior year. The increase was driven by an increase in fiscal 2014 earnings excluding non-cash
charges primarily related to litigation reserves and favorable changes in working capital.

Cash Flow Used In Investing Activities

Net cash used in investing activities (in thousands):

Payments for property and equipment . . . . . . . . .
Proceeds from sale of assets . . . . . . . . . . . . . . . .
Payments for purchase of restaurants . . . . . . . . .
Insurance recoveries . . . . . . . . . . . . . . . . . . . . . .

$(140,262)
1,950
0
0

$(161,066)
888
0
0

$(131,531)
17,157
(24,622)
1,152

2015

2014

2013

$(138,312)

$(160,178)

$(137,844)

F-8

Net cash used in investing activities for fiscal 2015 decreased to $138.3 million compared to $160.2 million
in the prior year. Capital expenditures decreased to $140.3 million for fiscal 2015 compared to $161.1 million for
fiscal 2014 driven by the wind down and completion of the Chili’s reimage program and decreased spending on
restaurant equipment in fiscal 2015 compared to the prior year due to the purchase of new fryer equipment in
fiscal 2014. The decreases were partially offset by increased new restaurant construction for both Chili’s and
Maggiano’s. We estimate that our capital expenditures during fiscal 2016 will be approximately $110 million to
$120 million and will be funded entirely by cash from operations, excluding the impact of the acquisition of a
franchisee which owns 103 Chili’s restaurants.

Net cash used in investing activities for fiscal 2014 increased to $160.2 million compared to $137.8 million
in the prior year. Capital expenditures increased to $161.1 million for fiscal 2014 compared to $131.5 million for
fiscal 2013 driven by increased new restaurant construction, purchases for the ongoing Chili’s reimage program
and fryer equipment. Capital expenditures in fiscal 2013 included purchases related to our kitchen retrofit
initiative, which was completed in the second quarter of fiscal 2013.

During fiscal 2013, we purchased 11 Chili’s restaurants located in Alberta, Canada from a franchisee for
$24.6 million. Additionally, we received $17.2 million in proceeds from the sale of assets which primarily
consisted of $8.4 million related to land sales and $8.3 million from the sale of our remaining interest in
Macaroni Grill.

Cash Flow Used In Financing Activities

Net cash used in financing activities (in thousands):
Borrowings on revolving credit facility . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . .
Payments on long-term debt . . . . . . . . . . . . . . .
Payments on revolving credit facility . . . . . . .
Payments of dividends . . . . . . . . . . . . . . . . . . .
Proceeds from issuances of treasury stock . . . .
Excess tax benefits from stock-based

2015

2014

2013

$ 480,750
(306,255)
(189,177)
(177,000)
(70,832)
16,259

$ 120,000
(239,597)
(26,521)
(40,000)
(63,395)
29,295

$ 110,000
(333,384)
(316,380)
(150,000)
(56,343)
41,190

compensation . . . . . . . . . . . . . . . . . . . . . . . .
Payments for deferred financing costs . . . . . . .
Proceeds from issuance of long-term debt . . . .

15,893
(2,501)
0

18,872
0
0

8,778
(5,969)
549,528

$(232,863)

$(201,346)

$(152,580)

Net cash used in financing activities for fiscal 2015 increased to $232.9 million compared to $201.3 million
in the prior year primarily due to increased payments on long-term debt, spending on share repurchases, a
decrease in proceeds from issuances of treasury stock related to stock option exercises and an increase in
payments of dividends, partially offset by an increase in net borrowings on the revolving credit facility.

We repurchased approximately 5.4 million shares of our common stock for $306.3 million during fiscal
2015 including shares purchased as part of our share repurchase program and to satisfy team member tax
withholding obligations on the vesting of restricted shares. Subsequent to the end of the fiscal year, we
repurchased 766,000 shares for approximately $44.0 million as part of our share repurchase program. We also
repurchased approximately 74,000 shares for $4.1 million to satisfy team member tax withholding obligations on
the vesting of primarily performance shares.

During the first nine months of fiscal 2015, $97 million was drawn from the $250 million revolving credit
facility primarily to fund share repurchases, and we paid the required quarterly term loan payments totaling $18.7
million. In March 2015, we terminated the existing credit facility including both the $250 million revolver and

F-9

the term loan and entered into a new $750 million revolving credit facility. Approximately $345.8 million was
drawn from the new revolver and the proceeds were used to pay off the outstanding balances of the term loan and
$250 million revolver in the amount of $168.8 million and $177.0 million, respectively. During the fourth quarter
of fiscal 2015, an additional $38.0 million was drawn from the new revolver primarily to fund share repurchases.
Subsequent to the end of the fiscal year, an additional $135.5 million was borrowed from the $750 million
revolving credit facility primarily to fund the acquisition of a franchisee which owns 103 Chili’s restaurants.

The maturity date of the $750 million revolving credit facility is March 12, 2020. The revolving credit
facility bears interest of LIBOR plus an applicable margin, which is a function of our credit rating and debt to
cash flow ratio, but is subject to a maximum of LIBOR plus 2.00%. Based on our current credit rating, we are
paying interest at a rate of LIBOR plus 1.38%. One month LIBOR at June 24, 2015 was approximately 0.19%.
As of June 24, 2015, $366.2 million of credit is available under the revolving credit facility. As of June 24, 2015,
we were in compliance with all financial debt covenants.

As of June 24, 2015, our credit rating by both Standard and Poor’s (“S&P”) and Fitch Ratings (“Fitch”) was
BBB- (investment grade) with a stable outlook. Our corporate family rating by Moody’s was Ba1 (non-
investment grade) and our senior unsecured rating was Ba2 (non-investment grade) with a stable outlook. Our
goal is to retain our investment grade rating from S&P and Fitch and ultimately regain our investment grade
rating from Moody’s.

We paid dividends of $70.8 million to common stock shareholders in fiscal 2015 compared to $63.4 million
in dividends paid in fiscal 2014. Our Board of Directors approved a 17% increase in the quarterly dividend from
$0.24 to $0.28 per share effective with the September 2014 dividend. Additionally, we declared a quarterly
dividend late in fiscal 2015 which was paid early in fiscal 2016 on June 25, 2015. Subsequent to the end of the
fiscal year, our Board of Directors approved a 14% increase in the quarterly dividend from $0.28 to $0.32 per
share effective with the September 2015 dividend which was declared in August 2015. We will continue to target
a 40 percent dividend payout ratio to provide additional return to shareholders.

In August 2014, our Board of Directors authorized a $350.0 million increase to our existing share
repurchase program resulting in total authorizations of $3,935.0 million. As of June 24, 2015, approximately
$361 million was available under our share repurchase authorizations. Subsequent to the end of the fiscal year,
our Board of Directors authorized an additional $250 million in share repurchases, bringing the total
authorization to $4,185.0 million. Our stock repurchase plan has been and will be used to return capital to
shareholders and to minimize the dilutive impact of stock options and other share-based awards. Repurchased
common stock is reflected as a reduction of shareholders’ equity. During fiscal 2015, approximately 765,000
stock options were exercised resulting in cash proceeds of $16.3 million.

Net cash used in financing activities for fiscal 2014 increased to $201.3 million compared to $152.6 million
in the prior year primarily due to the net cash inflow related to the debt offering in the prior year, partially offset
by decreased spend on share repurchases.

We repurchased approximately 5.1 million shares of our common stock for $239.6 million during fiscal
2014 including shares purchased as part of our share repurchase program and to satisfy team member tax
withholding obligations on the vesting of restricted shares.

In May 2013, we issued $550.0 million of notes consisting of two tranches—$250.0 million of 2.60% notes
due in May 2018 and $300.0 million of 3.88% notes due in May 2023. We received proceeds totaling
approximately $549.5 million prior to debt issuance costs and utilized the proceeds to redeem the 5.75% notes
due in June 2014, pay down the revolver and fund share repurchases. The new notes required semi-annual
interest payments which began in the second quarter of fiscal 2014.

In fiscal 2014, our credit facility included a $250 million revolver and a $250 million term loan which were
scheduled to mature in August 2016. During fiscal 2014, $120.0 million was drawn from the revolver to fund

F-10

share repurchases. We repaid $40.0 million of the outstanding balance leaving $170 million of credit available
under the revolver as of June 25, 2014. During fiscal 2014, we paid our required term loan installments totaling
$25.0 million bringing the outstanding balance to $187.5 million.

The term loan and revolving credit facility bore interest at LIBOR plus an applicable margin, a function of
our credit rating and debt to cash flow ratio, but subject to a maximum of LIBOR plus 2.50%. Based on our
credit rating in fiscal 2014, we were paying interest at a rate of LIBOR plus 1.63%. One month LIBOR at
June 25, 2014 was approximately 0.15%. As of June 25, 2014, we were in compliance with all financial debt
covenants.

We paid dividends of $63.4 million to common stock shareholders in fiscal 2014 compared to $56.3 million
in dividends paid in fiscal 2013. Our Board of Directors approved a 20% increase in the quarterly dividend from
$0.20 to $0.24 per share effective with the September 2013 dividend. Additionally, we declared a quarterly
dividend late in fiscal 2014 which was paid early in fiscal 2015 on June 26, 2014.

In August 2013, our Board of Directors authorized a $200.0 million increase to our existing share
repurchase program resulting in total authorizations of $3,585.0 million. As of June 25, 2014, approximately
$307 million was available under our share repurchase authorizations. Our stock repurchase plan has been and
will be used to return capital to shareholders and to minimize the dilutive impact of stock options and other
share-based awards. Repurchased common stock is reflected as a reduction of shareholders’ equity. During fiscal
2014, approximately 1.2 million stock options were exercised resulting in cash proceeds of $29.3 million.

We have evaluated ways to monetize the value of our owned real estate and determined that the alternatives
considered are more costly than other financing options currently available due to a combination of the income
tax impact and higher effective borrowing rates.

Cash Flow Outlook

We believe that our various sources of capital, including future cash flow from operating activities and
availability under our existing credit facility are adequate to finance operations as well as the repayment of
current debt obligations. We are not aware of any other event or trend that would potentially affect our liquidity.
In the event such a trend develops, we believe that there are sufficient funds available under our credit facility
and from our internal cash generating capabilities to adequately manage our ongoing business.

Payments due under our contractual obligations for outstanding indebtedness, purchase obligations as
defined by the Securities and Exchange Commission (“SEC”), and the expiration of the credit facility as of
June 24, 2015 are as follows:

Long-term debt(a) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase obligations(b) . . . . . . . . . . . . . . . . . . . . . . .

$1,045,915
59,936
483,700
103,011

Total

Payments Due by Period
(in thousands)

Less than
1 Year

$ 18,125
6,050
113,511
20,879

1-3
Years

3-5
Years

$286,149
11,717
164,936
33,871

$407,000
10,055
90,727
22,611

More than
5 Years

$334,641
32,114
114,526
25,650

Amount of Revolving Credit Facility Expiration by Period
(in thousands)

Total
Commitment

Less than
1 year

1-3
Years

3-5
Years

More than
5 Years

Revolving credit facility . . . . . . . . . . . . . . . . . . . . . .

$ 750,000

$

0

$

0

$750,000

$

0

F-11

(a) Long-term debt consists of principal amounts owed on the five-year revolver, 2.60% notes and 3.88% notes,
as well as remaining interest payments on the 2.60% and 3.88% notes totaling $112.5 million. Variable-rate
interest payments associated with the revolver are excluded.

(b) A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and
legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be
purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our
purchase obligations primarily consist of long-term obligations for the purchase of fountain beverages and
professional services contracts, and exclude agreements that are cancelable without significant penalty.

In addition to the amounts shown in the table above, $6.1 million of unrecognized tax benefits have been

recorded as liabilities. The timing and amounts of future cash payments related to these liabilities are uncertain.

IMPACT OF INFLATION

We have experienced impact from inflation. Inflation has caused increased food, labor and benefits costs
and has increased our operating expenses. To the extent permitted by competition, increased costs are recovered
through a combination of menu price increases and reviewing, then implementing, alternative products or
processes, or by implementing other cost reduction procedures.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are disclosed in Note 1 to our consolidated financial statements. The
following discussion addresses our most critical accounting estimates, which are those that are most important to
the portrayal of our financial condition and results, and that require significant judgment.

Stock-Based Compensation

We measure and recognize compensation cost at fair value for all share-based payments. We determine the
fair value of our performance shares using a Monte Carlo simulation model. The Monte Carlo method is a
statistical modeling technique that requires highly judgmental assumptions regarding our future operating
performance compared to our plan designated peer group in the future. The simulation is based on a probability
model and market-based inputs that are used to predict future stock returns. We use the historical operating
performance and correlation of stock performance to the S&P 500 composite index of us and our peer group as
inputs to the simulation model. These historical returns could differ significantly in the future and as a result, the
fair value assigned to the performance shares could vary significantly to the final payout. We believe the Monte
Carlo simulation model provides the best evidence of fair value at the grant date and is an appropriate technique
for valuing share-based awards. We determine the fair value of our stock option awards using the Black-Scholes
option valuation model. The Black-Scholes model requires judgmental assumptions including expected life and
stock price volatility. We base our expected life assumptions on historical experience regarding option life. Stock
price volatility is calculated based on historical prices and the expected life of the options. We recognize
compensation expense for only the portion of share-based awards that are expected to vest. Therefore, we apply
estimated forfeiture rates that are derived from our historical forfeitures of similar awards.

Income Taxes

We make certain estimates and judgments in the calculation of tax expense and the resulting tax liabilities
and in the recoverability of deferred tax assets that arise from temporary differences between the tax and
financial statement recognition of revenue and expense. When considered necessary, we record a valuation
allowance to reduce deferred tax assets to a balance that is more likely than not to be recognized. We use an
estimate of our annual effective tax rate at each interim period based on the facts and circumstances available at
that time while the actual effective tax rate is calculated at year-end.

F-12

We record a liability for unrecognized tax benefits resulting from tax positions taken, or expected to be
taken, in an income tax return. We recognize any interest and penalties related to unrecognized tax benefits in
income tax expense. Significant judgment is required in assessing, among other things, the timing and amounts
of deductible and taxable items. Tax reserves are evaluated and adjusted as appropriate, while taking into account
the progress of audits of various taxing jurisdictions.

In addition to the risks related to the effective tax rate described above, the effective tax rate reflected in
forward-looking statements is based on current tax law. Any significant changes in the tax laws could affect these
estimates.

Impairment of Long-Lived Assets

We review the carrying amount of property and equipment semi-annually or when events or circumstances
indicate that the carrying amount may not be recoverable. If the carrying amount is not recoverable, we record an
impairment charge for the excess of the carrying amount over the fair value. We determine fair value based on
discounted projected future operating cash flows of the restaurants over their remaining service life using a risk
adjusted discount rate that is commensurate with the risk inherent in our current business model. This process
requires the use of estimates and assumptions, which are subject to a high degree of judgment.

Impairment of Goodwill

We assess the recoverability of goodwill related to our restaurant brands on an annual basis or more often if
circumstances or events indicate impairment may exist. We consider our restaurants brands, Chili’s and
Maggiano’s, to be both our operating segments and reporting units. The impairment test is a two-step process.
Step one includes comparing the fair value of our reporting units to their carrying value. If the fair value of the
reporting unit exceeds the carrying value, then the goodwill balance is not impaired and no further evaluation is
required. If the carrying value of the reporting unit exceeds its fair value, impairment may exist and performing
step two is necessary to determine the impairment loss. The amount of impairment would be determined by
performing a hypothetical analysis resulting in an implied goodwill value by performing a fair value allocation as
if the unit were being acquired in a business combination. This implied value would be compared to the carrying
value to determine the amount of impairment loss, if any.

We determine fair value based on discounted projected future operating cash flows of the reporting units
using a risk adjusted discount rate that is commensurate with the risk inherent in our current business model. We
make assumptions regarding future profits and cash flows, expected growth rates, terminal values and other
factors which could significantly impact the fair value calculations. In the event that these assumptions change in
the future, we may be required to record impairment charges related to goodwill. The fair value of our reporting
units was substantially in excess of the carrying value as of our fiscal 2015 goodwill impairment test that was
performed at the end of the second quarter. No indicators of impairment were identified from the date of our
impairment test through the end of fiscal year 2015.

Self-Insurance

We are self-insured for certain losses related to health, general liability and workers’ compensation. We
maintain stop loss coverage with third party insurers to limit our total exposure. The self-insurance liability
represents an estimate of the ultimate cost of claims incurred and unpaid as of the balance sheet date. The
estimated liability is not discounted and is established based upon analysis of historical data and actuarial
estimates, and is reviewed on a quarterly basis to ensure that the liability is appropriate. If actual trends,
including the severity or frequency of claims, differ from our estimates, our financial results could be impacted.

F-13

Gift Card Revenue

Proceeds from the sale of gift cards are recorded as deferred revenue and recognized as revenue when the
gift card is redeemed by the holder. Breakage income represents the value associated with the portion of gift
cards sold that will most likely never be redeemed. Based on our historical gift card redemption patterns and
considering our gift cards have no expiration dates or dormancy fees, we can reasonably estimate the amount of
gift card balances for which redemption is remote and record breakage income based on this estimate. We
recognize breakage income within the Franchise and other revenues caption in the consolidated statements of
comprehensive income. We update our breakage rate estimate periodically and, if necessary, adjust the deferred
revenue balance accordingly. If actual redemption patterns vary from our estimate, actual gift card breakage
income may differ from the amounts recorded.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs. This update requires that debt issuance
costs be presented in the balance sheet as a direct deduction from the associated debt liability. This update is
effective for annual and interim periods beginning after December 15, 2015, which will require us to adopt this
guidance in the first quarter of fiscal 2017. Early adoption is permitted for financial statements that have not been
previously issued. The new guidance will be applied on a retrospective basis. We do not expect the updated
guidance to have a material impact on our financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This
update provides a comprehensive new revenue recognition model that requires a company to recognize revenue
to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to
receive in exchange for those goods or services. The guidance also requires additional disclosure about the
nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August
2015, the FASB issued ASU 2015-14 delaying the effective date for adoption. This update is now effective for
annual and interim periods beginning after December 15, 2017, which will require us to adopt these provisions in
the first quarter of fiscal 2019. Early application in fiscal 2018 is permitted. This update permits the use of either
the retrospective or cumulative effect transition method. We are evaluating the effect this guidance will have on
our consolidated financial statements and related disclosures. We have not yet selected a transition method nor
have we determined the effect of the standard on our ongoing financial reporting.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk on short-term and long-term financial instruments carrying variable
interest rates. The variable rate financial instruments consist of the outstanding borrowings on our revolving
credit facility. At June 24, 2015, $383.8 million was outstanding under the revolving credit facility. The impact
on our annual results of operations of a one-point interest rate change on the outstanding balance of these
variable rate financial instruments as of June 24, 2015 would be approximately $3.8 million.

We purchase certain commodities such as beef, pork, poultry, seafood, produce, dairy and natural gas. These
commodities are generally purchased based upon market prices established with vendors. These purchase
arrangements may contain contractual features that fix the price paid for certain commodities. We do not use
financial instruments to hedge commodity prices because these purchase arrangements help control the ultimate
cost paid.

This market risk discussion contains forward-looking statements. Actual results may differ materially from

this discussion based upon general market conditions and changes in domestic and global financial markets.

F-14

BRINKER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share amounts)

Fiscal Years

2015

2014

2013

Revenues:

Company sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise and other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,904,746
97,532

$2,823,069
86,426

$2,766,618
83,100

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,002,278

2,909,495

2,849,718

Operating Costs and Expenses:

Company restaurants (excluding depreciation and amortization)

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restaurant labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restaurant expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Company restaurant expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other gains and charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

775,063
929,206
703,334

2,407,603
145,242
133,467
4,764

758,028
905,589
686,314

2,349,931
136,081
132,094
49,224

758,377
892,413
658,834

2,309,624
131,481
134,538
17,300

Total operating costs and expenses . . . . . . . . . . . . . . . . . . . . . .

2,691,076

2,667,330

2,592,943

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

311,202
29,006
(2,081)

284,277
87,583

242,165
28,091
(2,214)

216,288
62,249

256,775
29,118
(2,658)

230,315
66,956

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 196,694

$ 154,039

$ 163,359

Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Basic weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . . .

Diluted weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . .

$

$

3.12

3.05

$

$

2.33

2.26

$

$

63,072

64,404

66,251

68,152

Other comprehensive income (loss):

Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . .

$

(7,690) $

(940) $

Other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7,690)

(940)

2.28

2.20

71,788

74,158

0

0

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 189,004

$ 153,099

$ 163,359

Dividends per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

1.12

$

0.96

$

0.80

See accompanying notes to consolidated financial statements.

F-15

BRINKER INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

2015

2014

ASSETS
Current Assets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

55,121
46,588
23,035
62,480
2,493

57,685
47,850
23,643
65,506
16,170

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

189,717

210,854

Property and Equipment:

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

147,763
1,546,957
618,084
15,001

149,184
1,483,894
593,344
32,844

Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,327,805
(1,295,761)

2,259,266
(1,202,812)

Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,032,044

1,056,454

Other Assets:

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangibles, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

132,381
30,644
16,642
34,445

214,112

133,434
30,090
18,841
40,931

223,296

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,435,873

$ 1,490,604

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:

Current installments of long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gift card liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, less current installments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and Contingencies (Notes 9 and 14)
Shareholders’ (Deficit) Equity:

Common stock—250,000,000 authorized shares; $0.10 par value; 176,246,649 shares
issued and 60,585,608 shares outstanding at June 24, 2015 and 176,246,649 shares
issued and 64,558,909 shares outstanding at June 25, 2014 . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less treasury stock, at cost (115,661,041 shares at June 24, 2015 and 111,687,740 shares at
June 25, 2014) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,439
92,947
114,726
82,915
111,197
13,251

418,475
970,825
125,033

$

27,884
102,931
104,378
77,585
146,054
7,278

466,110
832,302
129,098

17,625
490,111
(8,630)
2,431,683

17,625
484,320
(940)
2,306,532

2,930,789

2,807,537

(3,009,249)

(2,744,443)

Total shareholders’ (deficit) equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(78,460)

63,094

Total liabilities and shareholders’ (deficit) equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,435,873

$ 1,490,604

See accompanying notes to consolidated financial statements.

F-16

BRINKER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY
(In thousands)

Common Stock

Shares Amount

Additional
Paid-In
Capital

Retained
Earnings

Treasury
Stock

Accumulated
Other
Comprehensive
Loss

Balances at June 27, 2012 . . . . . . 74,342 $17,625 $466,781 $2,112,858 $(2,287,391)
Net income and comprehensive

$

0
income . . . . . . . . . . . . . . . . . . .
0
Dividends ($0.80 per share)
. . . .
0
Stock-based compensation . . . . .
Purchases of treasury stock . . . . . (9,176)
Issuances of common stock . . . . .
2,278
Excess tax benefit from stock-

based compensation . . . . . . . . .

0

0
0
0
0
0

0

Balances at June 26, 2013 . . . . . . 67,444
0
Net income . . . . . . . . . . . . . . . . .
0
Other comprehensive loss . . . . . .
0
. . . .
Dividends ($0.96 per share)
Stock-based compensation . . . . .
0
Purchases of treasury stock . . . . . (5,079)
Issuances of common stock . . . . .
2,194
Excess tax benefit from stock-

17,625
0
0
0
0
0
0

0
0
16,610
(5,565)
(10,709)

10,303

477,420
0
0
0
16,888
(6,103)
(23,067)

163,359
(58,594)
0
0
0

0
0
0
(327,819)
51,899

0

0

2,217,623
154,039
0
(65,130)
0
0
0

(2,563,311)
0
0
0
0
(233,494)
52,362

0

0
0
0
0
0

0

0
0
(940)
0
0
0
0

Total

$ 309,873

163,359
(58,594)
16,610
(333,384)
41,190

10,303

149,357
154,039
(940)
(65,130)
16,888
(239,597)
29,295

based compensation . . . . . . . . .

0

0

19,182

0

0

0

19,182

Balances at June 25, 2014 . . . . . . 64,559
0
Net income . . . . . . . . . . . . . . . . .
0
Other comprehensive loss . . . . . .
0
Dividends ($1.12 per share)
. . . .
Stock-based compensation . . . . .
0
Purchases of treasury stock . . . . . (5,445)
1,472
Issuances of common stock . . . . .
Excess tax benefit from stock-

17,625
0
0
0
0
0
0

484,320
0
0
0
14,989
(4,804)
(20,386)

2,306,532
196,694
0
(71,543)
0
0
0

(2,744,443)
0
0
0
0
(301,451)
36,645

(940)
0
(7,690)
0
0
0
0

63,094
196,694
(7,690)
(71,543)
14,989
(306,255)
16,259

based compensation . . . . . . . . .

0

0

15,992

0

0

0

15,992

Balances at June 24, 2015 . . . . . . 60,586 $17,625 $490,111 $2,431,683 $(3,009,249)

$ (8,630)

$ (78,460)

See accompanying notes to consolidated financial statements.

F-17

BRINKER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Cash Flows from Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating

activities:

Fiscal Years

2015

2014

2013

$ 196,694

$ 154,039

$ 163,359

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructure charges and other impairments . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss (gain) on disposal of assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in assets and liabilities:

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangibles and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

145,242
0
5,636
13,140
4,523
14,802
(368)
250

1,932
475
4,368
(2,140)
6,284
1,117
(22,595)
(749)

136,081
39,500
8,533
(23,041)
5,161
16,074
(328)
707

(5,372)
912
1,827
(3,397)
14,087
3,756
14,617
(3,314)

131,481
0
11,425
(4,793)
(6,905)
15,909
851
363

5,398
908
82
(4,115)
749
(9,339)
(9,381)
(5,304)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . .

368,611

359,842

290,688

Cash Flows from Investing Activities:
Payments for property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments for purchase of restaurants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(140,262)
1,950
0
0

(161,066)
888
0
0

(131,531)
17,157
(24,622)
1,152

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . .

(138,312)

(160,178)

(137,844)

Cash Flows from Financing Activities:
Borrowings on revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments on revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuances of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from stock-based compensation . . . . . . . . . . . . . . . . . . .
Payments for deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . .

480,750
(306,255)
(189,177)
(177,000)
(70,832)
16,259
15,893
(2,501)
0

120,000
(239,597)
(26,521)
(40,000)
(63,395)
29,295
18,872
0
0

110,000
(333,384)
(316,380)
(150,000)
(56,343)
41,190
8,778
(5,969)
549,528

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . .

(232,863)

(201,346)

(152,580)

Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . . . . . . . .

(2,564)
57,685

(1,682)
59,367

264
59,103

Cash and cash equivalents at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 55,121

$ 57,685

$ 59,367

See accompanying notes to consolidated financial statements.

F-18

BRINKER INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Nature of Operations

We are principally engaged in the ownership, operation, development, and franchising of the Chili’s Grill &
Bar (“Chili’s”) and Maggiano’s Little Italy (“Maggiano’s”) restaurant brands. At June 24, 2015, we owned,
operated, or franchised 1,629 restaurants in the United States and 29 countries and two territories outside of the
United States.

(b) Basis of Presentation

Our consolidated financial statements include the accounts of Brinker International, Inc. and our wholly-

owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

We have a 52/53 week fiscal year ending on the last Wednesday in June. Fiscal years 2015, 2014, and 2013

which ended on June 24, 2015, June 25, 2014, and June 27, 2013, respectively, each contained 52 weeks.

We discovered an immaterial error related to the classification of certain revenues and expenses in the
consolidated statements of comprehensive income in the previously issued financial statements for the year
ended June 25, 2014 primarily related to Maggiano’s delivery services. The amounts had previously been
reported net instead of gross. The error did not impact net income as previously reported or any prior amounts
reported on the consolidated balance sheets, statements of cash flows or statements of shareholders’ (deficit)
equity. We corrected the error by adjusting the previously reported consolidated statements of comprehensive
income for the fifty-two week periods ended June 25, 2014 and June 27, 2013, which resulted in a $4.0 million,
and a $3.6 million increase in franchise and other revenues and restaurant expenses, respectively.

Revenues are presented in two separate captions on the consolidated statements of comprehensive income to
provide more clarity around company-owned restaurant revenue and operating expense trends. Company sales
includes revenues generated by the operation of company-owned restaurants including gift card redemptions.
Franchise and other revenues includes royalties, development fees, franchise fees, Maggiano’s banquet service
charge income, certain gift card activity (breakage and discounts), tabletop gaming revenue, retail food royalties
and delivery fee income.

We report certain labor and related expenses in a separate caption on the consolidated statements of
comprehensive income titled restaurant labor. Restaurant labor includes all compensation-related expenses,
including benefits and incentive compensation, for restaurant team members at the general manager level and
below. Labor-related expenses attributable to multi-restaurant (or above-restaurant) supervision is included in
restaurant expenses.

(c) Use of Estimates

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

(d) Revenue Recognition

We record revenue from the sale of food, beverages and alcohol as products are sold. Initial fees received
from a franchisee to establish a new franchise are recognized as income when we have performed our obligations

F-19

required to assist the franchisee in opening a new franchise restaurant, which is generally upon the opening of
such restaurant. Fees received for development arrangements are recognized as income upon payment of the fees.
Continuing royalties, which are a percentage of net sales of franchised restaurants, are accrued as income when
earned.

Proceeds from the sale of gift cards are recorded as deferred revenue and recognized as revenue when the
gift card is redeemed by the holder. Breakage income represents the value associated with the portion of gift
cards sold that will most likely never be redeemed. Based on our historical gift card redemption patterns and
considering our gift cards have no expiration dates or dormancy fees, we can reasonably estimate the amount of
gift card balances for which redemption is remote and record breakage income based on this estimate. We
recognize breakage income within franchise and other revenues in the consolidated statements of comprehensive
income. We update our estimate of our breakage rate periodically and, if necessary, adjust the deferred revenue
balance accordingly.

(e) Fair Value Measurements

Fair value is defined as the price that we would receive to sell an asset or pay to transfer a liability in an
the

orderly transaction between market participants on the measurement date. In determining fair value,
accounting standards establish a three level hierarchy for inputs used in measuring fair value, as follows:

• Level 1—inputs are quoted prices in active markets for identical assets or liabilities.

• Level 2—inputs are observable for the asset or liability, either directly or indirectly, including quoted

prices in active markets for similar assets or liabilities.

• Level 3—inputs are unobservable and reflect our own assumptions.

(f) Cash and Cash Equivalents

Our policy is to invest cash in excess of operating requirements in income-producing investments. Income-

producing investments with original maturities of three months or less are reflected as cash equivalents.

(g) Accounts Receivable

Accounts receivable, net of the allowance for doubtful accounts, represents their estimated net realizable
value. Provisions for doubtful accounts are recorded based on management’s judgment regarding our ability to
collect as well as the age of the receivables. Accounts receivable are written off when they are deemed
uncollectible.

(h) Inventories

Inventories consist of food, beverages and supplies and are valued at the lower of cost or market, using the

first-in, first-out or “FIFO” method.

(i) Property and Equipment

Property and equipment is stated at cost. Buildings and leasehold improvements are depreciated using the
straight-line method over the lesser of the life of the lease, including certain renewal options, or the estimated
useful lives of the assets, which range from 5 to 20 years. Furniture and equipment are depreciated using the
straight-line method over the estimated useful lives of the assets, which range from 3 to 10 years. Routine repair
and maintenance costs are expensed when incurred. Major replacements and improvements are capitalized.

We review the carrying amount of property and equipment semi-annually or when events or circumstances
indicate that the carrying amount may not be recoverable. If the carrying amount is not recoverable, we record an

F-20

impairment charge for the excess of the carrying amount over the fair value. We determine fair value based on
discounted projected future operating cash flows of the restaurants over their remaining service life using a risk
adjusted discount rate that is commensurate with the risk inherent in our current business model. Impairment
charges are included in other gains and charges in the consolidated statements of comprehensive income.

(j) Operating Leases

Rent expense for leases that contain scheduled rent increases is recognized on a straight-line basis over the
lease term, including cancelable option periods where failure to exercise such options would result in an
economic penalty such that the renewal appears reasonably assured. The straight-line rent calculation and rent
expense includes the rent holiday period, which is the period of time between taking control of a leased site and
the rent commencement date. Contingent rents are generally amounts due as a result of sales in excess of
amounts stipulated in certain restaurant leases and are included in rent expense as they are incurred. Landlord
contributions are recorded when received as a deferred rent liability and amortized as a reduction of rent expense
on a straight-line basis over the lease term.

(k) Advertising

Advertising production costs are expensed in the period when the advertising first takes place. Other
advertising costs are expensed as incurred. Advertising costs, net of advertising contributions from franchisees,
were $94.3 million, $92.2 million and $82.8 million million in fiscal 2015, 2014, and 2013, respectively, and are
included in restaurant expenses in the consolidated statements of comprehensive income.

(l) Goodwill and Other Intangibles

Goodwill is not subject to amortization, but is tested for impairment annually or more frequently if events or
changes in circumstances indicate that the asset might be impaired. Goodwill has been assigned to reporting units
for purposes of impairment testing. Our two restaurant brands, Chili’s and Maggiano’s, are both reporting units
and operating segments. We have established that the appropriate level to evaluate goodwill is at the operating
segment level. The menu items, services offered and food preparation are virtually identical at each restaurant
within the reporting unit and our targeted customer is consistent across each brand. We maintain a centralized
purchasing department which manages all purchasing and distribution for our restaurants. In addition, contracts
for our food supplies are negotiated at a consolidated level in order to secure the best prices and maintain similar
quality across all of our brands. Local laws, regulations and other issues may result in slightly different legal and
regulatory environments; however, the overall regulatory climate and economic characteristics within and across
our operating segments are quite similar. As such, we believe that aggregating components is appropriate for the
evaluation of goodwill.

Goodwill impairment tests consist of a comparison of each reporting unit’s fair value with its carrying
value. We determine fair value based on a combination of market based values and discounted projected future
operating cash flows of the restaurant brands using a risk adjusted discount rate that is commensurate with the
risk inherent in our current business model. If the carrying value of a reporting unit exceeds its fair value,
goodwill is written down to its implied fair value. We determined that there was no goodwill impairment during
our annual test as the fair value of our reporting units was substantially in excess of the carrying value. No
indicators of impairment were identified through the end of fiscal year 2015. See Note 5 for additional
disclosures related to goodwill.

We occasionally acquire restaurants from our franchisees. Goodwill from these acquisitions represents the
excess of the cost of the business acquired over the net amounts assigned to assets acquired, including
identifiable intangible assets, primarily reacquired franchise rights. In connection with the sale of restaurants, we
will allocate goodwill from the reporting unit, or restaurant brand, to the disposal group in the determination of
the gain or loss on the disposition. The allocation is based on the relative fair values of the disposal group and the

F-21

portion of the reporting unit that was retained. If we dispose of a restaurant brand and all related restaurants, the
entire goodwill balance associated with the reporting unit or brand will be included in the disposal group for
purposes of determining the gain or loss on the disposition. Additionally, if we sell restaurants with reacquired
franchise rights, we will include those assets in the gain or loss on the disposition.

Reacquired franchise rights are also reviewed for impairment annually or whenever events or changes in
circumstances indicate that
is not
recoverable, we record an impairment charge for the excess of the carrying amount over the fair value.
Impairment charges are included in other gains and charges in the consolidated statements of comprehensive
income.

the carrying amount may not be recoverable. If the carrying amount

(m) Liquor Licenses

The costs of obtaining non-transferable liquor licenses from local government agencies are expensed over
the specified term of the license. The costs of purchasing transferable liquor licenses through open markets in
jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible
assets and included in intangibles.

Liquor licenses are reviewed for impairment semi-annually or whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. If the carrying amount is not recoverable, we record an
impairment charge for the excess of the carrying amount over the fair value. We determine fair value based on
prices in the open market for licenses in same or similar jurisdictions. Impairment charges are included in other
gains and charges in the consolidated statements of comprehensive income.

(n) Sales Taxes

Sales taxes collected from guests are excluded from revenues. The obligation is included in accrued

liabilities until the taxes are remitted to the appropriate taxing authorities.

(o) Self-Insurance Program

We are self-insured for certain losses related to health, general liability and workers’ compensation. We
maintain stop loss coverage with third party insurers to limit our total exposure. The self-insurance liability
represents an estimate of the ultimate cost of claims incurred and unpaid as of the balance sheet date. The
estimated liability is not discounted and is established based upon analysis of historical data and actuarial
estimates, and is reviewed on a quarterly basis to ensure that the liability is appropriate. If actual trends,
including the severity or frequency of claims, differ from our estimates, our financial results could be impacted.
Accrued and other liabilities include the estimated incurred but unreported costs to settle unpaid claims.

(p) Income Taxes

Income taxes are accounted for under the asset and liability method. 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.

We record a liability for unrecognized tax benefits resulting from tax positions taken, or expected to be
taken, in an income tax return. We recognize any interest and penalties related to unrecognized tax benefits in
income tax expense.

F-22

(q) Stock-Based Compensation

We measure and recognize compensation cost at fair value for all share-based payments. We record
compensation expense using a graded-vesting schedule or on a straight-line basis, as applicable, over the vesting
period, or to the date on which retirement eligibility is achieved, if shorter (non-substantive vesting period
approach).

Certain employees are eligible to receive stock options, performance shares, restricted stock and restricted
stock units, while non-employee members of the Board of Directors are eligible to receive stock options,
restricted stock and restricted stock units. Performance shares represent a right to receive shares of common
stock upon satisfaction of company performance goals at the end of a three-year cycle. The fair value of
performance shares is determined on the date of grant based on a Monte Carlo simulation model. The fair value
of restricted stock and restricted stock units are based on our closing stock price on the date of grant.

Stock-based compensation expense totaled approximately $15.0 million, $16.9 million and $16.6 million for
fiscal 2015, 2014 and 2013, respectively. The total income tax benefit recognized in the consolidated statements
of comprehensive income related to stock-based compensation expense was approximately $5.5 million, $6.9
million and $6.6 million during fiscal 2015, 2014 and 2013, respectively.

The weighted average fair values of option grants were $11.72, $14.75 and $12.94 during fiscal 2015, 2014
and 2013, respectively. The fair value of stock options is estimated using the Black-Scholes option-pricing model
with the following weighted average assumptions:

Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected lives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31.0%
1.6%

47.7%
1.6%

53.4%
0.7%

5 years

5 years

5 years

2.2%

2.2%

2.4%

2015

2014

2013

Expected volatility and the expected life of stock options are based on historical experience. The risk-free
rate is based on the yield of a Treasury Note with a term equal to the expected life of the stock options. The
dividend yield is based on the most recent quarterly dividend per share declared and the closing stock price on
the declaration date.

(r) Preferred Stock

Our Board of Directors is authorized to provide for the issuance of 1.0 million preferred shares with a par
value of $1.00 per share, in one or more series, and to fix the voting rights, liquidation preferences, dividend
rates, conversion rights, redemption rights, and terms, including sinking fund provisions, and certain other rights
and preferences. As of June 24, 2015, no preferred shares were issued.

(s) Shareholders’ (Deficit) Equity

In August 2014, our Board of Directors authorized a $350.0 million increase to our existing share
repurchase program resulting in total authorizations of $3,935.0 million. We repurchased approximately
5.4 million shares of our common stock for $306.3 million during fiscal 2015 including shares purchased as part
of our share repurchase program and to satisfy team member tax withholding obligations on the vesting of
restricted shares. As of June 24, 2015, approximately $361 million was available under our share repurchase
authorizations. Our stock repurchase plan has been and will be used to return capital to shareholders and to
minimize the dilutive impact of stock options and other share-based awards. We evaluate potential share
repurchases under our plan based on several factors, including our cash position, share price, operational
liquidity, proceeds from divestitures, borrowings and planned investment and financing needs. Repurchased
common stock is reflected as a reduction of shareholders’ equity. During fiscal 2015, approximately 765,000
stock options were exercised resulting in cash proceeds of $16.3 million.

F-23

We paid dividends of $70.8 million to common stock shareholders during fiscal 2015, compared to $63.4
million in the prior year. Additionally, we declared a quarterly dividend of approximately $17.0 million, or $0.28
per share, in May 2015 which was paid on June 25, 2015.

(t) Comprehensive Income

Comprehensive income is defined as the change in equity of a business enterprise during a period from
transactions and other events and circumstances from non-owner sources. Fiscal 2015 and 2014 comprehensive
income consists of net income and foreign currency translation adjustments. The foreign currency translation
adjustment represents the unrealized impact of translating the financial statements of the Canadian restaurants
and the joint venture with CMR from their respective functional currencies to U.S. dollars. This amount is not
included in net income and would only be realized upon disposition of the businesses. The accumulated other
comprehensive loss is presented on the consolidated balance sheets. We reinvest foreign earnings, therefore,
United States deferred income taxes have not been provided on foreign earnings. Fiscal 2013 comprehensive
income consists of net income.

(u) Net Income Per Share

Basic earnings per share is computed by dividing income available to common shareholders 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. For the calculation of diluted net income per share, the basic weighted average
number of shares is increased by the dilutive effect of stock options and restricted share awards, determined
using the treasury stock method. We had approximately 119,000 stock options and restricted share awards
outstanding at June 24, 2015, 113,000 stock options and restricted share awards outstanding at June 25, 2014,
and 193,000 stock options and restricted share awards outstanding at June 27, 2013 that were not included in the
dilutive earnings per share calculation because the effect would have been antidilutive.

Basic weighted average shares outstanding is reconciled to diluted weighted average shares outstanding as

follows (in thousands):

Basic weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . . .
Dilutive stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dilutive restricted shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

63,072
569
763

66,251
853
1,048

71,788
955
1,415

2015

2014

2013

1,332

1,901

2,370

Diluted weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . .

64,404

68,152

74,158

(v) Segment Reporting

Operating segments are components of an enterprise about which separate financial information is available
that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in
assessing performance. Two or more operating segments may be aggregated into a single operating segment if
they have similar economic characteristics and are similar in the following areas:

• The nature of products and services

• Nature of production processes

• Type or class of customer

• Methods used to distribute products or provide services

• The nature of the regulatory environment, if applicable

F-24

Our two brands have similar types of products, contracts, customers and employees and all operate as full-
service restaurants offering lunch and dinner in the casual-dining segment of the industry. In addition, we have
similar long-term average margins across our brands. Therefore, we believe we meet the criteria for aggregating
operating segments into a single reporting segment.

2. ACQUISITION OF CHILI’S RESTAURANTS

On June 1, 2013, we completed the acquisition of 11 Chili’s restaurants in Alberta, Canada from an existing
franchisee for $24.6 million in cash. The results of operations of the Canadian restaurants are included in our
consolidated financial statements from the date of acquisition. The assets and liabilities of the Canadian
restaurants were recorded at their respective fair values as of the date of acquisition based on a preliminary
estimate. During fiscal 2014, we completed the valuation of the assets and liabilities resulting in an adjustment of
approximately $8.4 million to goodwill.

The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to
goodwill. The majority of the goodwill balance is deductible for tax purposes. The portion of the purchase price
attributable to goodwill represents benefits expected as a result of the acquisition, including sales and unit growth
opportunities. As a result of the acquisition, we incurred expenses of approximately $0.4 million during fiscal
2013, which are included in other gains and charges in our consolidated statement of comprehensive income.
Pro-forma financial information of the combined entities for periods prior to the acquisition is not presented due
to the immaterial impact of the financial results of the Canadian restaurants on our consolidated financial
statements.

3. INVESTMENTS AND OTHER DISPOSITIONS

(a) Investments

We have a joint venture agreement with CMR, S.A.B. de C.V. to develop 50 Chili’s restaurants in Mexico.
At June 24, 2015, 38 Chili’s restaurants were operating in the joint venture. We account for the Mexico joint
venture investment under the equity method of accounting and record our share of the net income or loss of the
investee within operating income since their operations are similar to our ongoing operations. These amounts
have been included in restaurant expense in our consolidated statements of comprehensive income due to the
immaterial nature of the amounts. The investment in the joint venture is included in other assets in our
consolidated balance sheets.

In fiscal 2011, we entered into a joint venture investment with BTTO Participacoes Ltda (“BTTO”) to
develop Chili’s restaurants in Brazil. In April 2012, we purchased BTTO’s interest in the joint venture and began
consolidating the entity’s results. In the fourth quarter of fiscal 2013, we fully impaired the property and
equipment and recorded a charge in other gains and charges in the consolidated statement of comprehensive
income. The restaurant was subsequently closed in July 2013.

(b) Other Dispositions

In April 2013, we sold our remaining ownership interest in Romano’s Macaroni Grill (“Macaroni Grill”) for
approximately $8.3 million in cash proceeds. This amount was recorded as a gain in other gains and charges in
the consolidated statement of comprehensive income in fiscal 2013.

F-25

4. OTHER GAINS AND CHARGES

Other gains and charges consist of the following (in thousands):

Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restaurant impairment charges . . . . . . . . . . . . . . . . . . . . .
Restaurant closure charges . . . . . . . . . . . . . . . . . . . . . . . .
Severance and other benefits . . . . . . . . . . . . . . . . . . . . . . .
Acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss (gain) on the sale of assets, net . . . . . . . . . . . . . . . . .
Impairment of franchise rights . . . . . . . . . . . . . . . . . . . . .
Impairment of liquor licenses . . . . . . . . . . . . . . . . . . . . . .
Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2015

2014

2013

$(2,753)
2,255
1,736
1,182
1,100
1,093
440
205
0
(494)

$39,500
4,502
3,413
2,140
0
(608)
0
0
0
277

$

0
5,276
3,637
2,235
0
(11,228)
0
170
15,768
1,442

$ 4,764

$49,224

$ 17,300

During fiscal 2015, we were a plaintiff in the antitrust litigation against Visa and MasterCard styled as
Progressive Casualty Insurance Co., et al. v. Visa, Inc., et al. A settlement agreement was fully executed by all
parties in January 2015 and we recognized a gain of approximately $8.6 million.

During fiscal 2015, the class action lawsuit styled as Hohnbaum, et al. v. Brinker Restaurant Corp., et al.
(“Hohnbaum case”) was finalized resulting in an additional charge of approximately $5.8 million to adjust our
previous estimate of the final settlement amount. See Note 14 for additional disclosures.

We recorded restaurant impairment charges of $2.3 million related to underperforming restaurants that
either continue to operate or are scheduled to close. We also recorded restaurant closure charges of $1.7 million
primarily related to lease termination charges and a $1.1 million loss primarily related to the sale of two company
owned restaurants located in Mexico. Furthermore, we incurred $1.2 million in severance other benefits related
to organizational changes made during the fiscal year. The severance charges include expense related to the
accelerated vesting of stock-based compensation awards. We also incurred expenses of approximately $1.1
million during fiscal 2015 related to the acquisition of a franchisee which owns 103 Chili’s restaurants
subsequent to the end of the year. See Note 16 for additional disclosures.

Other gains and charges in fiscal 2014 includes charges of approximately $39.5 million related to various

litigation matters including the Hohnbaum case. See Note 14 for additional disclosures.

During fiscal 2014, we recorded restaurant impairment charges of $4.5 million related to underperforming
restaurants that either continue to operate or are scheduled to close. We also recorded $3.4 million of restaurant
closure charges consisting primarily of lease termination charges and other costs associated with closed
restaurants. Additionally, we incurred $2.1 million in severance and other benefits related to organizational
changes made during the fiscal year. The severance charges include expense related to the accelerated vesting of
stock-based compensation awards. Furthermore, a $0.6 million gain was recorded primarily related to land sales.

In June 2013, we redeemed the 5.75% notes due May 2014, resulting in a charge of $15.8 million

representing the remaining interest payments and unamortized debt issuance costs and discount.

During fiscal 2013, we recorded restaurant impairment charges of $5.3 million primarily related to the
impairment of the company-owned restaurant in Brazil which subsequently closed in fiscal 2014. We also
recorded $3.6 million of restaurant closure charges, consisting primarily of $2.3 million of lease termination
charges and $0.9 million related to the write-down of land associated with a closed facility. Additionally, we
incurred $2.2 million in severance and other benefits related to organizational changes. The severance charges

F-26

include expense related to the accelerated vesting of stock-based compensation awards. In fiscal 2013, we also
recognized gains of $11.2 million on the sale of assets, consisting of an $8.3 million gain on the sale of our
remaining interest in Macaroni Grill and net gains of $2.9 million related to land sales.

The restaurant, liquor license and reacquired franchise rights impairment charges were measured as the
excess of the carrying amount over the fair value. See Note 10 for fair value disclosures related to these
impairment charges.

5. GOODWILL AND INTANGIBLES

The changes in the carrying amount of goodwill for the fiscal years ended June 24, 2015 and June 25, 2014

are as follows (in thousands):

Balance at beginning of year:

Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses(a) . . . . . . . . . . . . . . . . . . . . . .

$196,268
(62,834)

$204,937
(62,834)

2015

2014

133,434

142,103

Changes in goodwill:

Adjustments(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . .

0
(1,053)

(8,387)
(282)

Balance at end of year:

Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated impairment losses . . . . . . . . . . . . . . . . . . . . . . . .

195,215
(62,834)

196,268
(62,834)

$132,381

$133,434

(a) The impairment losses recorded in prior years are related to restaurant brands that we no

longer own.

(b) The valuation of assets and liabilities related to the acquired Canadian restaurants was
finalized during fiscal 2014 resulting in an adjustment of approximately $8.4 million to
goodwill.

Intangible assets, net for the fiscal years ended June 24, 2015 and June 25, 2014 are as follows (in

thousands):

2015

2014

Gross Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

Gross Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

Definite-lived intangible assets

Reacquired franchise rights(a) . . .
Other . . . . . . . . . . . . . . . . . . . . . . .

$ 7,423
804

$ 8,227

$(1,625)
(358)

$(1,983)

$5,798
446

$6,244

Indefinite-lived intangible assets

Liquor licenses . . . . . . . . . . . . . . .

$10,398

$(1,121)
(292)

$(1,413)

$7,986
580

$8,566

$ 9,107
872

$ 9,979

$10,275

Amortization expense for all definite-lived intangible assets was $0.8 million, $1.0 million and $0.2 million
in fiscal 2015, 2014 and 2013, respectively. Amortization expense for definite-lived intangible assets will
approximate $0.9 million for the next five fiscal years.

(a) The gross carrying amount and accumulated amortization include the impact of foreign currency translation
on existing balances of $1.0 million. Additionally, we recorded an impairment charge of $0.4 million in
fiscal 2015 to write down the Brinker Canada franchise rights. See Note 10 for additional disclosures.

F-27

6. ACCRUED AND OTHER LIABILITIES

Other accrued liabilities consist of the following (in thousands):

Sales tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Litigation reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other liabilities consist of the following (in thousands):

2015

2014

20,308
22,658
14,224
16,961
0
37,046

19,622
20,652
14,209
15,625
39,500
36,446

$111,197

$146,054

2015

2014

Straight-line rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Landlord contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 56,345
30,988
24,785
5,144
7,771

$ 57,462
36,352
23,404
5,247
6,633

$125,033

$129,098

7. INCOME TAXES

The provision for income taxes consists of the following (in thousands):

2015

2014

2013

Current income tax expense:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Federal
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$59,726
11,862
3,319

$ 66,170
15,219
3,550

$46,852
11,800
2,879

Total current income tax expense . . . . . . . . . . . .

74,907

84,939

61,531

Deferred income tax (benefit) expense:

Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10,754
2,018
(96)

(18,715)
(4,087)
112

7,344
(1,919)
0

Total deferred income tax (benefit) expense . . . .

12,676

(22,690)

5,425

$87,583

$ 62,249

$66,956

A reconciliation between the reported provision for income taxes and the amount computed by applying the
statutory Federal income tax rate of 35% to income before provision for income taxes is as follows (in
thousands):

Income tax expense at statutory rate . . . . . . . . . . . . . . . . .
FICA tax credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income taxes, net of Federal benefit . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 99,497
(18,633)
8,646
(1,927)

$ 75,701
(18,116)
7,636
(2,972)

$ 80,610
(16,450)
6,368
(3,572)

2015

2014

2013

$ 87,583

$ 62,249

$ 66,956

F-28

The income tax effects of temporary differences that give rise to significant portions of deferred income tax

assets and liabilities as of June 24, 2015 and June 25, 2014 are as follows (in thousands):

Deferred income tax assets:

2015

2014

Leasing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructure charges and impairments . . . . . . . . . . . . . . . . . . . . . .
Insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee benefit plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gift cards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net

$ 38,858
13,105
2,303
18,567
470
18,499
9,804

$ 40,085
13,698
16,726
18,550
404
15,497
8,975

Total deferred income tax assets . . . . . . . . . . . . . . . . . . . . .

101,606

113,935

Deferred income tax liabilities:
. . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill and other amortization . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and capitalized interest on property and

equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other, net

Total deferred income tax liabilities . . . . . . . . . . . . . . . . . . .

16,803
27,713

19,990
3,963

68,469

16,462
26,551

20,982
3,680

67,675

Net deferred income tax asset

. . . . . . . . . . . . . . . . . . . . . . .

$ 33,137

$ 46,260

A reconciliation of unrecognized tax benefits for the fiscal years ended June 24, 2015 and June 25, 2014 are

as follows (in thousands):

Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
Additions based on tax positions related to the current year
Additions based on tax positions related to prior years . . . . . . . . .
Settlements with tax authorities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expiration of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7,375
760
18
(371)
(1,694)

Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 6,088

$6,388
1,582
347
(339)
(603)

$7,375

2015

2014

The total amount of unrecognized tax benefits that would favorably affect the effective tax rate if resolved
in our favor due to the effect of deferred tax benefits was $4.1 million and $4.9 million as of June 24, 2015 and
June 25, 2014, respectively. During the next twelve months, we anticipate that it is reasonably possible that the
amount of unrecognized tax benefits could be reduced by approximately $0.8 million ($0.6 million of which
would affect the effective tax rate due to the effect of deferred tax benefits) either because our tax position will
be sustained upon audit or as a result of the expiration of the statute of limitations for specific jurisdictions.

We recognize accrued interest and penalties related to unrecognized tax benefits in income tax
expense. During fiscal 2015, we recognized an expense of approximately $0.2 million in interest. During fiscal
2014 and 2013, we recognized a benefit of approximately $0.3 million and an expense of $0.5 million,
respectively, in interest due to the reduction of accrued interest from statute expirations and settlements, net of
accrued interest for remaining positions. As of June 24, 2015, we had $2.2 million ($1.5 million net of a $0.7
million Federal deferred tax benefit) of interest and penalties accrued, compared to $2.5 million ($1.7 million net
of a $0.8 million Federal deferred tax benefit) at June 25, 2014.

F-29

8. DEBT

Long-term debt consists of the following (in thousands):

3.88% notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.60% notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Term loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations (see Note 9) . . . . . . . . . . . . . . . . . . . . . . . . .

Less current installments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2015

2014

$299,766
249,899
0
383,750
40,849

$299,736
249,864
187,500
80,000
43,086

974,264
(3,439)

860,186
(27,884)

$970,825

$832,302

During the first nine months of fiscal 2015, $97 million was drawn from the $250 million revolving credit
facility primarily to fund share repurchases, and we paid the required quarterly term loan payments totaling $18.7
million. In March 2015, we terminated the existing credit facility including both the $250 million revolver and
the term loan and entered into a new $750 million revolving credit facility. Approximately $345.8 million was
drawn from the new revolver and the proceeds were used to pay off the outstanding balances of the term loan and
$250 million revolver in the amount of $168.8 million and $177.0 million, respectively. During the fourth quarter
of fiscal 2015, an additional $38.0 million was drawn from the new revolver primarily to fund share repurchases.
Subsequent to the end of the fiscal year, an additional $135.5 million was borrowed from the $750 million
revolving credit facility primarily to fund the acquisition of a franchisee which owns 103 Chili’s restaurants. See
Note 16 for additional disclosures related to the acquisition.

The maturity date of the $750 million revolving credit facility is March 12, 2020. The revolving credit
facility bears interest of LIBOR plus an applicable margin, which is a function of our credit rating and debt to
cash flow ratio, but is subject to a maximum of LIBOR plus 2.00%. Based on our current credit rating, we are
paying interest at a rate of LIBOR plus 1.38%. One month LIBOR at June 24, 2015 was approximately 0.19%.
As of June 24, 2015, $366.2 million of credit is available under the revolving credit facility.

In May 2013, we issued $550.0 million of notes consisting of two tranches—$250.0 million of 2.60% notes
due in May 2018 and $300.0 million of 3.88% notes due in May 2023. We received proceeds totaling
approximately $549.5 million prior to debt issuance costs and utilized the proceeds to redeem the 5.75% notes
due in June 2014, pay down the revolver and fund share repurchases. The notes require semi-annual interest
payments which began in the second quarter of fiscal 2014.

Our debt agreements contain various financial covenants that, among other things, require the maintenance
of certain leverage and fixed charge coverage ratios. We are currently in compliance with all financial covenants.

Excluding capital lease obligations (see Note 9) and interest, our long-term debt maturities for the five years

following June 24, 2015 and thereafter are as follows (in thousands):

Fiscal Year

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter

Long-Term Debt

$

0
0
249,899
0
383,750
299,766

$933,415

F-30

9. LEASES

(a) Capital Leases

We lease certain buildings under capital leases. The asset value of $39.0 million at June 24, 2015 and
June 25, 2014, and the related accumulated amortization of $22.1 million and $20.1 million at June 24, 2015 and
June 25, 2014, respectively, are included in property and equipment. Amortization of assets under capital leases
is included in depreciation and amortization expense.

(b) Operating Leases

We lease restaurant facilities and office space under operating leases. The majority having terms expiring at
various dates through fiscal 2031. The restaurant leases have cumulative renewal clauses of 1 to 30 years at our
option and, in some cases, have provisions for contingent rent based upon a percentage of sales in excess of
specified levels, as defined in the leases. We include other rent-related costs in rent expense, such as common
area maintenance, taxes and amortization of landlord contributions.

Rent expense consists of the following (in thousands):

Straight-lined minimum rent . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contingent rent
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 92,917
4,774
9,998

$ 90,574
4,737
9,817

$ 88,773
3,637
9,296

Total rent expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$107,689

$105,128

$101,706

2015

2014

2013

(c) Commitments

As of June 24, 2015, future minimum lease payments on capital and operating leases were as follows (in

thousands):

Fiscal Year

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital
Leases

$ 6,050
5,953
5,764
5,202
4,853
32,114

Operating
Leases

$113,511
94,405
70,531
50,991
39,736
114,526

Total minimum lease payments(a) . . . . . . . . . . . . . . . . . . . . . . . .

59,936

$483,700

Imputed interest (average rate of 7%) . . . . . . . . . . . . . . . . . . . . . .

(19,087)

Present value of minimum lease payments . . . . . . . . . . . . . . . . . .
Less current installments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40,849
(3,439)

$ 37,410

(a) Future minimum lease payments have not been reduced by minimum sublease rentals to
be received in the future under non-cancelable subleases. Sublease rentals are
approximately $34.9 million and $37.4 million for capital and operating subleases,
respectively.

F-31

10. FAIR VALUE DISCLOSURES

(a) Non-Financial Assets Measured on a Non-Recurring Basis

We review the carrying amount of property and equipment and transferable liquor licenses semi-annually or
when events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount is
not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value.

We determine the fair value of property and equipment based on discounted projected future operating cash
flows of the restaurants over their remaining service life using a risk adjusted discount rate that is commensurate
with the risk inherent in our current business model. Based on our semi-annual review, during fiscal 2015, long-
lived assets with a carrying value of $2.3 million, primarily related to four underperforming restaurants including
one restaurant located in Canada, were determined to have no fair value resulting in an impairment charge of
$2.3 million. In fiscal 2014, long-lived assets with a carrying value of $5.8 million, primarily related to nine
underperforming restaurants, were written down to their fair value of $1.3 million resulting in an impairment
charge of $4.5 million.

We determine the fair value of transferable liquor licenses based on prices in the open market for licenses in
the same or similar jurisdictions. Based on our semi-annual review, during fiscal 2015, four transferable liquor
licenses with a carrying value of $0.8 million were written down to the fair value of $0.6 million resulting in an
impairment charge of $0.2 million. In fiscal 2014, we determined there was no impairment.

We determine the fair value of reacquired franchise rights based on discounted projected future operating
cash flows of the restaurants associated with these franchise rights. We review the carrying amount annually or
when events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount is
not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value.
During fiscal 2015, we performed the annual review of reacquired franchise rights and determined there was no
impairment. Subsequent to the annual review, we performed the semi-annual review of long-lived assets and
determined that one restaurant located in Canada was fully impaired which indicated that the related reacquired
franchise rights had no fair value resulting in an impairment charge of $0.4 million. During fiscal 2014, we
completed the valuation of the reacquired franchise rights related to the Canada acquisition and recorded the
asset at an estimated fair value of $8.9 million in intangibles on the consolidated balance sheet. In fiscal 2014, we
reviewed the reacquired franchise rights during our annual impairment analysis and determined there was no
impairment.

All impairment charges related to underperforming restaurants, liquor licenses and reacquired franchise
rights were included in other gains and charges in the consolidated statements of comprehensive income for the
periods presented.

The following table presents fair values for those assets measured at fair value on a non-recurring basis at

June 24, 2015 and June 25, 2014 (in thousands):

Fair Value Measurements Using

(Level 1)

(Level 2)

(Level 3)

Total

Long-lived assets held for use:

At June 24, 2015 . . . . . . . . . . . . . . . . . . . . . . .
At June 25, 2014 . . . . . . . . . . . . . . . . . . . . . . .

Liquor licenses:

At June 24, 2015 . . . . . . . . . . . . . . . . . . . . . . .
At June 25, 2014 . . . . . . . . . . . . . . . . . . . . . . .

Reacquired franchise rights:

At June 24, 2015 . . . . . . . . . . . . . . . . . . . . . . .
At June 25, 2014 . . . . . . . . . . . . . . . . . . . . . . .

$0
$0

$0
$0

$0
$0

$
$

0
0

$550
0
$

$
$

0
0

$
0
$1,342

$
0
$1,342

$
$

0
0

$ 550
0
$

$
0
$8,860

$
0
$8,860

F-32

(b) Other Financial Instruments

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and
long-term debt. The fair values of cash and cash equivalents, accounts receivable and accounts payable
approximate their carrying amounts because of the short maturity of these items. The carrying amount of debt
outstanding related to the revolving credit facility approximates fair value as the interest rate on this instrument
approximates current market rates (Level 2). The fair values of the 2.60% notes and 3.88% notes are based on
quoted market prices and are considered Level 2 fair value measurements.

The carrying amounts and fair values of the 2.60% notes and 3.88% notes are as follows (in thousands):

June 24, 2015

June 25, 2014

Carrying Amount

Fair Value

Carrying Amount

Fair Value

2.60% Notes . . . . . . . . . . . . . .
3.88% Notes . . . . . . . . . . . . . .

$249,899
$299,766

$250,583
$290,706

$249,864
$299,736

$250,400
$290,211

11. STOCK-BASED COMPENSATION

Our shareholders approved stock-based compensation plans including the Stock Option and Incentive Plan
and the Stock Option and Incentive Plan for Non-Employee Directors and Consultants (collectively, the “Plans”).
In November 2013, our shareholders approved an amendment to the Stock Option and Incentive Plan increasing
the number of shares authorized for issuance by 2.0 million shares. The total number of shares authorized for
issuance to employees and non-employee directors and consultants under the Plans is currently 37.3 million. The
Plans provide for grants of options to purchase our common stock, restricted stock, restricted stock units,
performance shares and stock appreciation rights.

(a) Stock Options

Expense related to stock options issued to eligible employees under the Plans is recognized using a graded-
vesting schedule over the vesting period or to the date on which retirement eligibility is achieved, if shorter.
Stock options generally vest over a period of 1 to 4 years and have contractual terms to exercise of 8 years. Full
or partial vesting of awards may occur upon a change in control (as defined in the Plans), or upon an employee’s
death, disability or involuntary termination.

Transactions during fiscal 2015 were as follows (in thousands, except option prices):

Options outstanding at June 25, 2014 . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or canceled . . . . . . . . . . . . . . . . . .

Options outstanding at June 24, 2015 . . . . .

Number of
Options

1,701
279
(765)
(42)

1,173

Options exercisable at June 24, 2015 . . . . . .

624

Weighted
Average
Exercise
Price

$24.80
51.24
21.25
34.45

$33.08

$24.06

Weighted
Average
Remaining
Contractual
Life (Years)

Aggregate
Intrinsic
Value

4.8

3.4

$28,849

$20,907

At June 24, 2015, unrecognized compensation expense related to stock options totaled approximately $2.5
million and will be recognized over a weighted average period of 1.8 years. The intrinsic value of options
exercised totaled approximately $28.1 million, $25.7 million and $22.4 million during fiscal 2015, 2014 and
2013, respectively. The tax benefit realized on options exercised totaled approximately $9.2 million, $8.9 million
and $8.1 million during fiscal 2015, 2014 and 2013, respectively.

F-33

(b) Restricted Share Awards

Restricted share awards consist of performance shares, restricted stock and restricted stock units.
Performance shares and most restricted stock units issued to eligible employees under the Plans generally vest in
full on the third anniversary of the date of grant, while restricted stock units issued to eligible employees under
our career equity plan generally vest upon each employee’s retirement from the Company. Expense is recognized
ratably over the vesting period, or to the date on which retirement eligibility is achieved, if shorter. Restricted
stock and restricted stock units issued to non-employee directors under the Plans generally vest in full on the
fourth anniversary of the date of grant or upon each director’s retirement from the Board and are expensed when
granted. Full or partial vesting of awards may occur upon a change in control (as defined in the Plans), or upon
an employee’s death, disability or involuntary termination.

Transactions during fiscal 2015 were as follows (in thousands, except fair values):

Number of
Restricted
Share
Awards

Weighted
Average
Fair Value
Per Award

Restricted share awards outstanding at June 25, 2014 . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,508
282
(567)
(64)

Restricted share awards outstanding at June 24, 2015 . . . . . . . . . . . . . . .

1,159

$29.39
50.71
20.68
36.58

$38.44

At June 24, 2015, unrecognized compensation expense related to restricted share awards totaled
approximately $13.7 million and will be recognized over a weighted average period of 2.3 years. The fair value
of shares that vested during fiscal 2015, 2014, and 2013 totaled approximately $34.2 million, $42.2 million and
$22.0 million, respectively.

12. SAVINGS PLAN

We sponsor a qualified defined contribution retirement plan covering all employees who have attained the
age of twenty-one and have completed one year and 1,000 hours of service. Eligible employees are allowed to
contribute, subject to IRS limitations on total annual contributions, up to 50% of their base compensation and
100% of their eligible bonuses, as defined in the plan, to various investment funds. We match in cash at a rate of
100% of the first 3% an employee contributes and 50% of the next 2% the employee contributes with immediate
vesting. In fiscal 2015, 2014, and 2013, we contributed approximately $8.0 million, $7.4 million, and
$7.2 million, respectively.

13. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest and income taxes is as follows (in thousands):

Income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
Interest, net of amounts capitalized(a)

$50,437
26,190

$48,379
25,476

$60,291
41,504

(a) Fiscal 2013 interest includes $15.3 million of interest paid upon retirement of the 5.75%

notes in June 2013.

2015

2014

2013

Non-cash investing and financing activities are as follows (in thousands):

Retirement of fully depreciated assets . . . . . . . . . . . . . . . . . .
Dividends declared but not paid . . . . . . . . . . . . . . . . . . . . . .
Accrued capital expenditures . . . . . . . . . . . . . . . . . . . . . . . .

$40,775
18,132
4,109

$64,420
17,250
15,703

$55,427
15,263
9,854

2015

2014

2013

F-34

14. COMMITMENTS AND CONTINGENCIES

In connection with the sale of restaurants to franchisees and brand divestitures, we have, in certain cases,
guaranteed lease payments. As of June 24, 2015 and June 25, 2014, we have outstanding lease guarantees or are
secondarily liable for $98.9 million and $116.5 million, respectively. This amount represents the maximum
potential liability of future payments under the guarantees. These leases have been assigned to the buyers and
expire at the end of the respective lease terms, which range from fiscal 2016 through fiscal 2025. In the event of
default, the indemnity and default clauses in our assignment agreements govern our ability to pursue and recover
damages incurred. No material liabilities have been recorded as of June 25, 2014, as the likelihood of default by
the buyers on the assignment agreements was deemed to be less than probable. Our secondary liability position
will be reduced by approximately $19.0 million in the first quarter of fiscal 2016 related to the Pepper Dining
acquisition. See Note 16 for additional disclosures related to the acquisition.

We provide letters of credit to various insurers to collateralize obligations for outstanding claims. As of
June 24, 2015, we had $32.1 million in undrawn standby letters of credit outstanding. All standby letters of credit
are renewable annually.

Evaluating contingencies related to litigation is a complex process involving subjective judgment on the
potential outcome of future events and the ultimate resolution of litigated claims may differ from our current
analysis. Accordingly, we review the adequacy of accruals and disclosures pertaining to litigated matters each
quarter in consultation with legal counsel and we assess the probability and range of possible losses associated
with contingencies for potential accrual in the consolidated financial statements.

In August 2004, certain current and former hourly restaurant team members filed a putative class action
lawsuit against us in California Superior Court alleging violations of California labor laws with respect to meal
periods and rest breaks, styled as Hohnbaum, et al. v. Brinker Restaurant Corp., et al. On August 6, 2014, the
parties reached a preliminary settlement agreement, which remained subject to court approval, to resolve all
claims in exchange for a settlement payment not to exceed $56.5 million. On December 12, 2014, the court
granted final approval of the settlement agreement. In February 2015, we funded the settlement in the amount of
$44.0 million against our previously established reserve. We do not expect any further payments related to this
matter.

We are engaged in various other legal proceedings and have certain unresolved claims pending. Reserves
have been established based on our best estimates of our potential liability in certain of these matters. Based upon
consultation with legal counsel, Management is of the opinion that there are no matters pending or threatened
which are expected to have a material adverse effect, individually or in the aggregate, on our consolidated
financial condition or results of operations.

15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following table summarizes the unaudited consolidated quarterly results of operations for fiscal 2015

and 2014 (in thousands, except per share amounts):

Fiscal Year 2015
Quarters Ended

Sept. 24

Dec. 24

March 25

June 24

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before provision for income taxes . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic weighted average shares outstanding . . . . . . . . . . . . . . . . . .
Diluted weighted average shares outstanding . . . . . . . . . . . . . . . . .

$711,018
$ 47,814
$ 32,738
0.51
$
0.49
$
64,668
66,263

$742,898
$ 58,744
$ 41,306
0.65
$
0.64
$
63,590
64,963

$784,215
$ 96,316
$ 65,427
1.04
$
1.02
$
62,891
64,091

$764,147
$ 81,403
$ 57,223
0.94
$
0.92
$
61,132
62,294

F-35

Fiscal Year 2014
Quarters Ended

Sept. 25

Dec. 25

March 26

June 25

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before provision for income taxes . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic weighted average shares outstanding . . . . . . . . . . . . . . . . . .
Diluted weighted average shares outstanding . . . . . . . . . . . . . . . . .

$684,660
$ 42,582
$ 29,212
0.44
$
0.42
$
66,693
68,802

$705,662
$ 57,713
$ 39,744
0.59
$
0.58
$
66,811
68,628

$759,293
$ 80,815
$ 56,263
0.85
$
0.82
$
66,479
68,342

$759,880
$ 35,178
$ 28,820
0.44
$
0.43
$
65,009
66,824

Net income for fiscal 2015 included a net gain of $2.8 million related to litigation which included antitrust
litigation settlement proceeds of $8.6 million, partially offset by a charge of $5.8 million to adjust our previous
reserve estimate of final settlement amounts related to various litigation matters. We recorded a charge of $1.1
million in the fourth quarter of fiscal 2015 for acquisition costs incurred prior to completing the acquisition of a
franchisee which owns 103 Chili’s restaurants. Long-lived asset impairment of $0.7 million and $1.5 million
income included lease
were recorded in the second and fourth quarters, respectively. Additionally, net
termination charges of $0.9 million, $0.5 million and $0.5 million in the first, second and fourth quarters of fiscal
2015 related to restaurants closed in the current year. Severance charges of $0.3 million and $0.9 million were
incurred in the second and fourth quarters of fiscal 2015.

Net income for fiscal 2014 included a $39.5 million charge in the fourth quarter to establish reserves for the
potential settlement of various litigation matters. Long-lived asset impairments of $1.3 million and $3.2 million
were recorded in the second and fourth quarters, respectively. Additionally, net
income included lease
termination charges of $0.2 million, $0.2 million, $0.9 million and $0.6 million in the four quarters of fiscal 2014
related to restaurants closed in the current year and adjustments for prior year closures. Severance charges of
$0.2 million, $0.2 million, $0.7 million and $1.0 million were incurred in the four quarters of fiscal 2014.

16. SUBSEQUENT EVENTS

On June 25, 2015, we completed the acquisition of Pepper Dining Holding Corp. (“Pepper Dining”), a
franchisee of 103 Chili’s® Grill & Bar restaurants primarily located in the Northeast and Southeast United States.
The purchase price of $106.5 million was funded with availability under our existing credit facility. The results
of operations of these restaurants will be included in our consolidated financial statements from the date of
acquisition beginning in fiscal 2016. The acquired restaurants are expected to generate approximately $2.6
million of average annual revenue per restaurant in fiscal 2016 which will be partially offset by the loss of
average annual royalty revenues of approximately $104,000 per restaurant. We are in the process of evaluating
the fair value of the assets and liabilities acquired through internal studies and third-party valuations and expect
to complete a preliminary purchase price allocation in the first quarter of fiscal 2016.

Subsequent to the end of the fiscal year, an additional $135.5 million was borrowed from the $750 million
revolving credit facility primarily to fund the acquisition of Pepper Dining. Subsequent to the end of the fiscal
year, we repurchased 766,000 shares for approximately $44.0 million as part of our share repurchase program.
We also repurchased approximately 74,000 shares for $4.1 million to satisfy team member tax withholding
obligations on the vesting of primarily performance shares.

On August 20, 2015, our Board of Directors declared a quarterly dividend of $0.32 per share effective with
the September 2015 dividend. Our Board of Directors also authorized an additional $250 million in share
repurchases, bringing the total authorization to $4,185 million.

F-36

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Brinker International, Inc.:

We have audited the accompanying consolidated balance sheets of Brinker International, Inc. and
subsidiaries (the “Company”) as of June 24, 2015 and June 25, 2014, and the related consolidated statements of
comprehensive income, shareholders’ (deficit) equity and cash flows for each of the years in the three-year
period ended June 24, 2015. 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 the standards of the Public Company Accounting Oversight
Board (United States). 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 Brinker International, Inc. and subsidiaries as of June 24, 2015 and June 25, 2014, and
the results of their operations and their cash flows for each of the years in the three-year period ended June 24,
2015, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Brinker International, Inc.’s internal control over financial reporting as of June 24, 2015, based
on criteria established in Internal Control—Integrated Framework-2013 issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated August 24, 2015 expressed an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Dallas, TX

August 24, 2015

F-37

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Brinker International, Inc.:

We have audited Brinker International, Inc.’s (the “Company”) internal control over financial reporting as
of June 24, 2015, based on criteria established in Internal Control—Integrated Framework-2013 issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on
Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, Brinker International, Inc. maintained, in all material respects, effective internal control over
financial reporting as of June 24, 2015, based on criteria established in Internal Control—Integrated Framework-
2013 issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Brinker International, Inc. and subsidiaries as of June 24, 2015
and June 25, 2014, and the related consolidated statements of comprehensive income, shareholders’ (deficit)
equity, and cash flows for each of the years in the three-year period ended June 24, 2015, and our report dated
August 24, 2015 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Dallas, TX

August 24, 2015

F-38

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

Management is responsible for the reliability of the consolidated financial statements and related notes,
which have been prepared in conformity with U. S. generally accepted accounting principles and include
amounts based upon our estimates and judgments, as required. The consolidated financial statements have been
audited and reported on by our independent registered public accounting firm, KPMG LLP, who were given free
access to all financial records and related data, including minutes of the meetings of the Board of Directors and
Committees of the Board. We believe that the representations made to the independent registered public
accounting firm were valid and appropriate.

We maintain a system of internal control over financial reporting designed to provide reasonable assurance
of the reliability of the consolidated financial statements. Our internal audit function monitors and reports on the
adequacy of the compliance with the internal control system and appropriate actions are taken to address control
deficiencies and other opportunities for improving the system as they are identified. The Audit Committee of the
Board of Directors, which is comprised solely of outside directors, provides oversight to the financial reporting
process through periodic meetings with our independent registered public accounting firm, internal auditors, and
management. Both our independent registered public accounting firm and internal auditors have free access to
the Audit Committee. Although no cost-effective internal control system will preclude all errors and
irregularities, we believe our internal control over financial reporting as of and for the year ended June 24, 2015
provide reasonable assurance that the consolidated financial statements are reliable.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management

is responsible for establishing and maintaining adequate internal control over financial
reporting. We have assessed the effectiveness of our internal control over financial reporting based on the
framework in Internal Control—Integrated Framework-2013 issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our assessment, we concluded that our internal control
over financial reporting was effective as of June 24, 2015.

Because of inherent

internal control over financial reporting may not prevent or detect
misstatements. Also, projection of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.

limitations,

The effectiveness of our internal control over financial reporting as of June 24, 2015 has been audited by
KPMG LLP, an independent registered public accounting firm, as stated in its attestation report which is included
herein.

/s/ WYMAN T. ROBERTS

WYMAN T. ROBERTS
Chief Executive Officer, President and President of Chili’s Grill & Bar

/s/ THOMAS J. EDWARDS, JR

THOMAS J. EDWARDS, JR
Executive Vice President and Chief Financial Officer

F-39

Exhibit 21

BRINKER INTERNATIONAL, INC., A DELAWARE CORPORATION
SUBSIDIARIES

BRINKER RESTAURANT CORPORATION, a Delaware corporation
BRINKER INTERNATIONAL PAYROLL COMPANY, L.P., a Delaware limited partnership
BRINKER AIRPORTS, LLC, a Delaware limited liability company
BRINKER ALABAMA, INC., a Delaware corporation
BRINKER ARKANSAS, INC., a Delaware corporation
BRINKER BRAZIL, LLC, a Delaware limited liability company
BRINKER CB, LP, a Texas limited partnership
BRINKER CB MANAGEMENT, LLC, a Delaware limited liability company
BRINKER CANADIAN HOLDING CO., ULC, a British Columbia unlimited liability company
BRINKER CANADIAN RESTAURANT CO., ULC, a British Columbia unlimited liability company
BRINKER FLORIDA, INC., a Delaware corporation
BRINKER FREEHOLD, INC., a New Jersey corporation
BRINKER GEORGIA, INC., a Delaware corporation
BRINKER LOUISIANA, INC., a Delaware corporation
BRINKER MEXICO SERVICES S DE R.L. DE C.V., a Mexico company
BRINKER MHC B.V., a Netherlands private company
BRINKER MICHIGAN, INC., a Delaware corporation
BRINKER MISSISSIPPI, INC., a Delaware corporation
BRINKER MISSOURI, INC., a Delaware corporation
BRINKER NEVADA, INC., a Nevada corporation
BRINKER NEW JERSEY, INC., a Delaware corporation
BRINKER NORTH CAROLINA, INC., a Delaware corporation
BRINKER OF BALTIMORE COUNTY, INC., a Maryland corporation
BRINKER OF CARROLL COUNTY, INC., a Maryland corporation
BRINKER OF CECIL COUNTY, INC., a Maryland corporation
BRINKER OKLAHOMA, INC., a Delaware corporation
BRINKER OPCO, LLC, a Delaware limited liability company
BRINKER PENN TRUST, a Pennsylvania business trust
BRINKER PURCHASING, INC., a Delaware corporation
BRINKER SERVICES CORPORATION, a Florida corporation
BRINKER TEXAS, INC., a Delaware corporation
BRINKER VIRGINIA, INC., a Delaware corporation
CHILI’S BEVERAGE COMPANY, INC., a Texas corporation
CHILI’S, INC., a Delaware corporation
CHILI’S, INC., a Tennessee corporation
CHILI’S INTERNATIONAL BASES, B.V., a Netherlands private company
CHILI’S OF BEL AIR, INC., a Maryland corporation
CHILI’S OF KANSAS, INC., a Kansas corporation
CHILI’S OF MARYLAND, INC., a Maryland corporation
CHILI’S OF WEST VIRGINIA, INC., a West Virginia corporation
MAGGIANO’S, INC., an Illinois corporation
MAGGIANO’S BEVERAGE COMPANY, a Texas corporation
MAGGIANO’S HOLDING CORPORATION, a Delaware corporation
MAGGIANO’S OF ANNAPOLIS, INC., a Maryland corporation
MAGGIANO’S OF HOWARD COUNTY, INC., a Maryland corporation
MAGGIANO’S OF TYSON’S, INC., a Virginia corporation
MAGGIANO’S TEXAS, INC., a Delaware corporation
PEPPER DINING HOLDING CORP., a Delaware corporation
PEPPER DINING, INC., a Delaware corporation
PEPPER DINING VERMONT, INC., a Vermont corporation
R&R FOOD GROUP, INC., a Delaware corporation
BIPC GLOBAL PAYROLL COMPANY, LLC, a Delaware limited liability company
BIPC MANAGEMENT, LLC, a Delaware limited liability company
BIPC ME DMCC, a Dubai Free-Zone company
BIPC INVESTMENTS, LLC, a Delaware limited liability company
BRINKER FAMILY FUND, INC., a Delaware non-profit corporation

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Brinker International, Inc.:

We consent to the incorporation by reference in the Registration Statement Nos. 33-56491, 333-02201, 333-93755,
333-42224, 333-105720, 333-125289, 333-157050 and 333-201929 on Form S-8; Registration Nos. 333-74902 and
333-188252 on Form S-3; and Registration Statement No. 333-116879 on Form S-4 of Brinker International, Inc. of
our reports dated August 24, 2015, with respect to the consolidated balance sheets of Brinker International, Inc. and
subsidiaries as of June 24, 2015 and June 25, 2014, and the related consolidated statements of comprehensive
income, shareholders’ (deficit) equity, and cash flows for each of the years in the three-year period ended June 24,
2015, and the effectiveness of internal control over financial reporting as of June 24, 2015, which reports appear in
the 2015 annual report on Form 10-K of Brinker International, Inc.

/s/ KPMG LLP

Dallas, Texas

August 24, 2015

Exhibit 31(a)

I, Wyman T. Roberts, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Brinker International, Inc.;

CERTIFICATION

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision,
to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally acceptable accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting,
to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions);

a. All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

Dated: August 24, 2015

/S/ WYMAN T. ROBERTS

Wyman T. Roberts,
Chief Executive Officer & President and President of
Chili’s Grill & Bar
(Principal Executive Officer)

Exhibit 31(b)

CERTIFICATION

I, Thomas J. Edwards, Jr., certify that:

1.

I have reviewed this Annual Report on Form 10-K of Brinker International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision,
to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally acceptable accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting,
to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions);

a. All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

Dated: August 24, 2015

/S/ THOMAS J. EDWARDS, JR.

Thomas J. Edwards, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

CERTIFICATION

Exhibit 32(a)

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Brinker International, Inc. (the “Company”),
hereby certifies that the Company’s Annual Report on Form 10-K for the year ended June 24, 2015 (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.

Dated: August 24, 2015

By:

/s/ WYMAN T. ROBERTS

Name:
Title:

Wyman T. Roberts,
Chief Executive Officer & President and
President of Chili’s Grill & Bar (Principal
Executive Officer)

CERTIFICATION

Exhibit 32(b)

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Brinker International, Inc. (the “Company”),
hereby certifies that the Company’s Annual Report on Form 10-K for the year ended June 24, 2015 (the
“Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.

Dated: August 24, 2015

By:

/s/ THOMAS J. EDWARDS, JR.

Name:
Title:

Thomas J. Edwards, Jr.
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)

BOARD OF DIRECTORS 

Elaine M. Boltz 
Senior Vice President, E-Commerce 
The TJX Companies, Inc. 

Joseph M. DePinto 
Chairman of the Board, Brinker International, Inc. 
President and Chief Executive Officer 
7-Eleven, Inc. 

Harriet Edelman 
Vice Chairman 
Emigrant Bank 

Michael A. George
President and Chief Executive Officer 
QVC, Inc. 

William T. Giles
Chief Financial Officer and Executive Vice President, 
Finance, Information Technology and Store Development 
AutoZone 

Gerardo I. Lopez
President and Chief Executive Officer 
Extended Stay America, Inc. and ESH Hospitality, Inc. 

Jon L. Luther 
Retired Chairman of the Board 
Dunkin' Brands 

George R. Mrkonic 
Non Executive Chairman 
Paperchase Products Limited, London, UK 

Rosendo G. Parra 
Retired Senior Vice President 
Dell, Inc. 

Jose Luis Prado 
Retired President 
Quaker Oats North America, a division of PepsiCo, Inc. 

Wyman T. Roberts
Chief Executive Officer and President  
and President of Chili's Grill & Bar 
Brinker International, Inc. 

PRINCIPAL OFFICERS 

Wyman T. Roberts 
Chief Executive Officer and President 
and President of Chili's Grill & Bar 

Tony A. Bridwell
Senior Vice President and Chief People Officer 

David R. Doyle 
Senior Vice President and Chief Information Officer 

Thomas J. Edwards, Jr.
Executive Vice President and Chief Financial Officer 

Krista Gibson
Senior Vice President and Chief Marketing Officer 
for Chili's Grill & Bar 

Scarlett May 
Senior Vice President, General Counsel and Secretary 

Homero Ortegon 
Senior Vice President of Strategic Innovation  

(cid:3)

Marie L. Perry
Senior Vice President, Treasurer and Controller 

Steve D. Provost 
Senior Vice President and President of Maggiano's Little Italy 

Roger F. Thomson 
Executive Vice President, Chief Development Officer 

Kelli A. Valade 
Executive Vice President and Chief Operating Officer for 
Chili's Grill & Bar 

SHAREHOLDER INFORMATION 

Executive Offices 
Brinker International, Inc. 
6820 LBJ Freeway 
Dallas, TX 75240 
(972) 980-9917 

Annual Meeting 
Thursday, October 29, 2015 at 9:00 a.m. 
Brinker International, Inc. 
The Play Room in Building C 
6700 LBJ Freeway 
Dallas, TX 75240 

Independent Public Accountants 
KPMG LLP 
717 N. Harwood, Suite 3100 
Dallas, TX 75201 

NYSE Symbol: EAT 

Stock Transfer Agent And Registrar 
Computershare 
250 Royall St. 
Canton, MA 02021 
Customer Service (800) 213-5156 
TDD for Hearing Impaired (800) 231-5469 
Foreign Shareowners (201) 680-6578 
You  can  now  access  your  Brinker  Shareholder  Account  online 
via 
Investor Centre at www.computershare.com 

10-K Availability 
The company will furnish to any shareholder, without charge, a 
copy of the company's annual report filed with the Securities and
Exchange Commission on Form 10-K for the 2015 fiscal year 
from our website at: www.brinker.com or upon written request 
from the shareholder. 

Please send your written request to: 
Secretary/Investor Relations 
Brinker International, Inc. 
6820 LBJ Freeway 
Dallas, TX 75240 

CEO/CFO Certifications 
On  November  17,  2014,  the  company  submitted  its  annual 
the  New  York  Stock 
Section  303A  CEO  certification 
Exchange. 
The company also filed the CEO and CFO certifications required 
under  Section  302  of  the  Sarbanes-Oxley  Act  of  2002  with 
the  Securities  and  Exchange  Commission  as  exhibits  to  its 
Annual  Report  on  Form  10-K  for  the  year  ended  June  24, 
2015. 

to 

Chili's® Grill & Bar and Maggiano's Little Italy® are registered 
and/or proprietary trademarks of Brinker International Payroll 
Company, L.P. 

B R I N K E R  

I N T E R N A T I O N A L ®

6820 LBJ Freeway, Dallas, TX 75240 • www.brinker.com 

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