UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
x
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ANNUAL REPORT PURSUANT TO
SECTION 15(d)
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OF THE SECURITIES EXCHANGE ACT
OF 1934
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For the
fiscal year ended December 31, 2007
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OR
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o
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TRANSITION REPORT PURSUANT TO
SECTION 15(d)
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OF THE SECURITIES EXCHANGE ACT
OF 1934
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For the transition year from to
Commission File No. 1-10275
A.
Full title of the plan and the address of the plan, if different from that of
the issuer named below:
BRINKER INTERNATIONAL
401(K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Brinker International
6820 LBJ Freeway
Dallas, Texas 75240
* All other
schedules required by Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA have been omitted because they are not applicable.
Report of Independent
Registered Public Accounting Firm
To the Participants and Administrator of the
Brinker International 401(k) Savings Plan:
We have audited the accompanying statement of net assets
available for benefits of the Brinker International 401(k) Savings Plan as
of December 31, 2007 and the related statement of changes in net assets
available for benefits for the year then ended.
These financial statements are the responsibility of the Plans
management. Our responsibility is to
express an opinion on these financial statements based on our audit. The financial statements of the Brinker
International 401(k) Savings Plan as of and for the year ended December 31,
2006, were audited by other auditors whose report dated June 26, 2007,
expressed an unqualified opinion on these statements.
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 the financial
statements are free of material misstatement.
The Plan is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. An audit includes consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plans internal control over financial
reporting. Accordingly, we express no
such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Brinker International 401(k) Savings Plan as of December 31, 2007, and the changes in its net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles.
Our audit was performed
for the purpose of forming an opinion on the basic financial statements taken
as a whole. The supplemental schedule of assets (held at end of year) is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is supplementary information required by the
Department of Labors Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.
/s/ Whitley Penn
LLP
Dallas, Texas
July 11, 2008
1
Consent of Independent Registered Public
Accounting Firm
The Plan Committee
Brinker International
401(k) Savings Plan:
We consent to the
incorporation by reference in the registration statement (No. 333-125289)
on Form S-8 of Brinker International of our report dated June 26,
2007 with respect to the statements of net assets available for benefits of the
Brinker International 401(k)
Savings Plan as of December 31, 2006 and 2005, the related statements of
changes in net assets available for benefits for the years then ended, and the
supplemental schedule of Schedule H, line 4i schedule of assets (held at end
of year) as of December 31, 2006, which report appears in the
December 31, 2006 annual report on Form 11-K of the Brinker
International 401(k) Savings Plan.
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/s/ KPMG LLP
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Dallas, Texas
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July 10, 2008
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2
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007
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2006
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Investments - at
fair value (Note 3):
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Money market
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$
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5,858,161
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$
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5,158,457
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Mutual funds
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87,577,640
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65,701,783
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Brinker
International common stock fund
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9,476,222
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14,155,657
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Participant
loans
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4,673,201
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3,665,339
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107,585,224
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88,681,236
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Receivables:
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Participants
contributions
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255,340
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263,432
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Employer
contributions
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734,372
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238,134
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989,712
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501,566
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Net assets
available for benefits
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$
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108,574,936
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$
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89,182,802
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See accompanying notes to financial statements.
3
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2007 and 2006
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2007
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2006
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Additions:
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Contributions:
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Participants
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$
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17,030,379
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$
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14,747,910
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Rollovers
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931,297
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936,165
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Employer
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9,049,215
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7,323,705
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27,010,891
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23,007,780
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Investment
income:
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Net
(depreciation)/appreciation in
fair value
of investments
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(1,677,777
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)
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4,684,659
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Interest and
dividends
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6,695,428
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4,498,976
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5,017,651
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9,183,635
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Total additions
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32,028,542
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32,191,415
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Deductions:
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Benefits paid to
participants
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12
,636,408
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9,575,047
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Net increase
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19,392,134
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22,616,368
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Net assets
available for benefits at beginning of year
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89,182,802
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66,566,434
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Net assets
available for benefits at end of year
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$
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108,574,936
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$
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89,182,802
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See
accompanying notes to financial statements.
4
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial Statements
December 31, 2007 and 2006
1.
DESCRIPTION OF THE PLAN
The following description of the Brinker International (Company or Brinker)
401(k) Savings Plan (the Plan) is
provided for general information purposes only.
Participants should refer to the Plan Document for a more complete
description of the Plans provisions.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended.
General
The Company adopted the Plan effective January 1, 1993. The Plan
is a qualified defined contribution retirement plan covering eligible employees
as defined below. Effective January 1, 2006 the plan was amended and
restated. The primary changes to the
plan affected participant eligibility, contributions and vesting rules. Leased employees, non-US citizens, and union
employees without specific contract provisions are not eligible to participate
in the Plan.
The investments of
the Plan are maintained in a trust (the Trust) by Fidelity Management
Trust Company (the Trustee) and the recordkeeping functions are
performed by Fidelity Investments Institutional Operations Company Incorporated
(the Recordkeeper).
Contributions
From January 1, 2006 through March 31, 2006, an employee
could become a participant immediately following the date the employee
completed one year of eligible service (at least 1,000 hours) and attained the
age of twenty-one. Effective April 1,
2006, an employee may become a participant on the first of the month following
attainment of the eligibility criteria. Contributions are subject to Internal
Revenue Service (IRS) limitations on total annual contributions, as well as
plan limitations which stipulate that up to 50% of eligible base compensation
including tips and 100% of eligible bonuses, as defined in the Plan, may be
contributed to various investment funds on a tax-deferred basis.
The Company matches in cash at a rate of 100% of the first 3% of pay
and 50% of the next 2% of pay for a participants compensation, as defined in
the Plan, up to the maximum deferrable amount allowed by the Internal Revenue
Code (IRC).
Eligible participants age 50 or older by the end of a calendar year are
permitted to make catch-up contributions to the Plan up to the deferral amount
allowed by the IRC.
5
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial
Statements
Contributions Contd
Active hourly-tipped participants may elect to make voluntary after-tax
contributions for each pay period under the Plan. The employee contributions may be made only
from the participants compensation representing tip income that is not paid
through the Companys payroll and may contribute up to 100% of such tip income.
An active participant may not make contributions for any period in which such
person is not accruing hours of service with the Company.
Participants
Accounts
Participant and
Company matching contributions are invested in accordance with participants
elections in the following funds:
Fund Options
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Primarily invests in:
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Fidelity
Retirement Money Market Portfolio
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Money
market funds
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PIMCO
Total Return Fund
|
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Intermediate-term
mortgage, corporate, government and foreign bonds
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American
Beacon Large Cap Value Fund
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Equities
of large-cap domestic companies
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Fidelity
Contrafund
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Equities
of domestic and foreign companies
|
American
Funds EuroPacific Growth Fund
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|
Equities
of foreign companies
|
Neuberger
Berman Genesis Fund
|
|
Equities
of small and mid-cap companies
|
Buffalo
Small Cap Fund
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|
Equities
of small-cap domestic companies
|
Spartan
U.S. Equity Index Fund
|
|
Equities
of companies included in the S&P 500 Index
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Fidelity
Freedom Funds
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Fidelity
equity, fixed-income and short-term mutual funds
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The
Boston Company Small Cap Value Fund
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Equities
of small-cap domestic companies
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Brinker
Common Stock Fund
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Brinker
common stock and short-term investments
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Participants
accounts are adjusted with the proportionate share of gains or losses generated
by their elected investment funds.
6
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial
Statements
Vesting
Participants are immediately vested in both employee and employer
matching contributions and the earnings thereon. Prior to 2006, participants
were immediately vested in their contributions and the earnings thereon. Vesting in the Companys matching
contributions was graduated at 25% annually, beginning at the end of the second
year of eligible service, up to 100% after five full years of eligible
service. Participants who separated from
service prior to full vesting of their rights forfeited their share of the
Companys contributions to the extent that vesting had not occurred. On termination of service due to death,
disability, or retirement, participants became 100% vested in their matching
contributions.
Forfeited Accounts
Forfeitures used to reduce Company contributions totaled zero and
$5,182 for the years ended December 31, 2007 and 2006, respectively. Forfeited nonvested accounts totaled $57 and
$55 as of December 31, 2007 and 2006, respectively. The majority of the
remaining forfeiture balance relates to unvested dollars contributed by Company
prior to 2006.
Payment
of Benefits
Distributions under the
Plan are made upon a participants death, disability, retirement, or
termination of employment. Benefit payments are made in the form of a single
lump sum payment or a direct rollover into an Individual Retirement Account or
another qualified plan.
Participant Loans
Participants
may borrow from their fund accounts a minimum of $1,000 up to a maximum amount
equal to the lesser of $50,000 or 50% of their vested account balance. A
participant may have up to two loans outstanding at a time, however the total
outstanding balance of all loans may not exceed the lesser of $50,000 or 50% of
the participants vested account balance. Loan terms range from six months to 5
years or up to 15 years for the purchase of a primary residence. Maturities
range from 2008 through 2022 as of December 31, 2007. The loans are
secured by the participants account and bear interest at a rate of 1% above
the prime lending rate which is determined at the end of the month prior to the
month in which the loan request is made. Interest rates on outstanding loans
ranged from 5.0% to 10.5% during both 2007 and 2006. Principal and interest
payments are made through bi-weekly payroll deductions.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Accounting
The financial
statements are prepared under the accrual method of accounting.
7
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial
Statements
Use of Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and changes therein,
and disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Administrative
Expenses
The Company pays all administrative expenses related to the Plan.
Investment Valuation and Income
Recognition
The Plans investments
are stated at fair value using quoted market prices. Participant loans are
valued at the outstanding principal balance plus accrued interest which
approximates fair value.
Purchases and sales of
securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date. Income from
investments is recorded as earned on an accrual basis.
Payment of Benefits
Benefits are recorded
when paid.
Contributions
Participant and employer
contributions are accrued in the period that payroll deductions are made from
plan participants in accordance with salary deferral agreements and as such,
become obligations of the Company and assets of the plan.
New Accounting Pronouncement
In September 2006,
the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157
establishes a single definition of fair value and a framework for measuring
fair value under GAAP, and expands disclosures about fair value measurements. SFAS No. 157 applies under other
accounting pronouncements that require or permit fair value measurements;
however, it does not require any new fair value measurements. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued Staff
Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157,
which amends SFAS No. 157 by delaying the adoption of SFAS No. 157
for our nonfinancial assets and nonfinancial liabilities, except those items
recognized or disclosed at fair value on an annual or more frequently recurring
basis, until January 1, 2009. The adoption by the Plan of SFAS No. 157,
as amended, is not expected to have a material impact on the reported net assets
or changes in net assets.
8
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial
Statements
3.
INVESTMENTS
Individual investments
that represent 5% or more of the Plans net assets available for benefits as of
December 31, 2007 and 2006 were as follows:
|
|
2007
|
|
2006
|
|
Investments at
fair value:
|
|
|
|
|
|
Fidelity
Contrafund
|
|
$
|
20,334,937
|
|
$
|
15,189,613
|
|
American Funds
EuroPacific Growth Fund
|
|
17,674,944
|
|
13,311,366
|
|
Neuberger Berman
Genesis Fund
|
|
11,828,855
|
|
9,456,452
|
|
Brinker Common
Stock Fund
|
|
9,476,222
|
|
14,155,657
|
|
Spartan U.S.
Equity Index Fund
|
|
8,064,764
|
|
7,376,349
|
|
American Beacon
Large Cap Value Fund
|
|
7,862,887
|
|
6,562,029
|
|
Fidelity
Retirement Money Market Portfolio
|
|
5,858,161
|
|
5,158,457
|
|
PIMCO Total
Return Fund
|
|
5,424,909
|
|
*
|
|
|
|
|
|
|
|
|
|
* Less than 5% of
the Plans net assets in the applicable year.
Appreciation/(Depreciation)
(including gains and losses on investments bought and sold, as well as held
during the years) on investments was as follows:
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Mutual funds
|
|
$
|
3,202,395
|
|
$
|
2,420,368
|
|
Brinker common
stock fund
|
|
(4,880,172
|
)
|
2,264,291
|
|
|
|
|
|
|
|
|
|
$
|
(1,677,777)
|
|
$
|
4,684,659
|
|
4.
RELATED-PARTY TRANSACTIONS
Certain Plan
investments consist of common stock of the Company and mutual funds managed by
the Trustee. Transactions involving these investments qualify as
party-in-interest transactions. All of these party-in-interest transactions are
exempt from the prohibited transaction rules.
5.
PLAN TERMINATION
Although it has no
present intention to do so, the Company may terminate the Plan at any time
subject to the provisions of ERISA.
6.
VOLUNTARY CORRECTION PROGRAM
The Company received
approval of its application with the Internal Revenue Service to avail the Plan
of the Voluntary Correction Program (VCP) within the Employee Plans
Compliance Resolution System of the fact that certain individuals were not
notified of their eligibility to participate in the plan in a timely
manner. The financial statements reflect
a receivable from the Company for the resolution of the compliance matter with
the IRS under the VCP. The Company believes that the matters identified for
remediation would not cause the Plan to be disqualified by the IRS; therefore,
no provision for income taxes has been included in the Plans financial
statements.
9
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial
Statements
7.
INCOME TAX STATUS
The Internal Revenue
Service has determined and informed the Company by a letter dated March 22,
2001, that the Plan and related trust are designed in accordance with
applicable sections of the IRC. Although the Plan has been amended since
receiving the determination letter, the Plan Administrator believes the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC. Therefore, the
Plan Administrator believes the Plan is qualified and the related Trust is
tax-exempt as of the financial statement date. The Plan Sponsor identified
certain operational failures with respect to the Plan and is correcting these
failures under the Employee Plans Compliance Resolution System (EPCRS)
correction program.
8. RISKS
AND UNCERTAINTIES
The Plan invests in various
investment securities. Investment securities are exposed to various risks such
as interest rate, market, and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and
that such changes could materially affect participants account balances and
the amounts reported in the statement of net assets available for benefits.
10
EIN:
75-2354902
|
Schedule I
|
PLAN #
001
|
|
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Schedule H, line 4i Schedule of
Assets (Held at End of Year)
December 31, 2007
(a)
|
|
(b)
Identity of issue,
borrower or similar party
|
|
(c)
Description of investment, including
maturity date, rate of interest,
collateral, par, or maturity value
|
|
(d)
Market
Value
|
|
|
|
|
|
|
|
|
|
Money market:
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Retirement Money Market Portfolio
|
|
5,858,161 shares
|
|
5,858,161
|
|
|
|
|
|
|
|
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Contrafund
|
|
278,142 shares
|
|
20,334,937
|
|
|
|
|
|
|
|
|
|
|
|
American Funds
EuroPacific Growth Fund
|
|
352,371 shares
|
|
17,674,944
|
|
|
|
|
|
|
|
|
|
|
|
Neuberger Berman
Genesis Fund
|
|
240,034 shares
|
|
11,828,855
|
|
|
|
|
|
|
|
|
|
*
|
|
Spartan U.S.
Equity Index Fund
|
|
155,390 shares
|
|
8,064,764
|
|
|
|
|
|
|
|
|
|
|
|
American Beacon
Fund Large Cap Value Fund
|
|
351,179 shares
|
|
7,862,887
|
|
|
|
|
|
|
|
|
|
|
|
PIMCO Total
Return Fund
|
|
507,475 shares
|
|
5,424,909
|
|
|
|
|
|
|
|
|
|
|
|
Buffalo Small
Cap Fund
|
|
136,199 shares
|
|
3,291,933
|
|
|
|
|
|
|
|
|
|
|
|
The Boston
Company Small Cap Value Fund
|
|
127,701 shares
|
|
2,806,860
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2040 Fund
|
|
218,262 shares
|
|
2,123,688
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2035 Fund
|
|
150,552 shares
|
|
2,059,557
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2030 Fund
|
|
110,255 shares
|
|
1,821,418
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2025 Fund
|
|
130,178 shares
|
|
1,715,741
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2020 Fund
|
|
75,368 shares
|
|
1,191,568
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2015 Fund
|
|
33,421 shares
|
|
416,757
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2010 Fund
|
|
21,716 shares
|
|
321,830
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2045 Fund
|
|
21,371 shares
|
|
242,558
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2050 Fund
|
|
15,871 shares
|
|
181,404
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
Income Fund
|
|
11,482 shares
|
|
131,468
|
|
|
|
|
|
|
|
|
|
*
|
|
Fidelity Freedom
2005 Fund
|
|
6,918 shares
|
|
81,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,577,640
|
|
|
|
|
|
|
|
|
|
*
|
Brinker Common
Stock Fund (Cost Basis $9,405,977)
|
|
487,871 shares
|
|
9,476,222
|
|
|
|
|
|
|
|
|
|
*
|
Participant
Loans (Cost Basis $0)
|
|
Interest rates from
5.0% to 10.5% and maturity dates from 2008 through 2022.
|
|
4,673,201
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
107,585,224
|
|
|
|
|
|
|
|
|
|
|
|
*Party-in-interest
Cost column not required participant
directed
See accompanying report of independent
registered public accounting firm
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
BRINKER INTERNATIONAL, INC.
|
|
401(K) SAVINGS PLAN AND TRUST
|
|
|
Date: July 14, 2008
|
By:
|
/s/ John Hosea
|
|
|
John Hosea
|
|
|
Plan Administrator
|
12
Grafico Azioni Brinker (NYSE:EAT)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Brinker (NYSE:EAT)
Storico
Da Lug 2023 a Lug 2024