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Brinker International Inc – ‘11-K’ for 12/31/14

On:  Thursday, 5/21/15, at 5:32pm ET   ·   As of:  5/22/15   ·   For:  12/31/14   ·   Accession #:  703351-15-34   ·   File #:  1-10275

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 5/22/15  Brinker International Inc         11-K       12/31/14    3:214K

Annual Report of an Employee Stock Purchase, Savings or Similar Plan   —   Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-K        Annual Report of an Employee Stock Purchase,        HTML     94K 
                          Savings or Similar Plan                                
 2: EX-23       Consent of Experts or Counsel                       HTML      6K 
 3: EX-99       Miscellaneous Exhibit                               HTML      9K 


11-K   —   Annual Report of an Employee Stock Purchase, Savings or Similar Plan
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Table of Contents
"Report of Independent Registered Public Accounting Firm
"Statements of Net Assets Available for Benefits as of December 31, 2014 and 2013
"Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2014 and 2013
"Notes to Financial Statements
"Supplemental Schedule* -- Form 5500 Schedule H, line 4i -- Schedule of Assets (Held at End of Year) -- December 31, 2014

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  EAT 2014.12.31 11K  
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 
ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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


Table of Contents

Table of Contents
 
Page

 
 
Financial Statements:
 
 
 

 
 

 
 

 
 

 
 
Exhibit 23 - Consent of Independent Registered Public Accounting Firm
12

 
 
Exhibit 99 - Certification by Virginia Nisbet, Plan Administrator of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13

 
*
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.


Table of Contents

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 statements of net assets available for benefits of the Brinker International 401(k) Savings Plan (the “Plan”) as of December 31, 2014 and 2013, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these 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. 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 Plan’s 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 audits provide 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 Plan as of December 31, 2014 and 2013, and the changes in its net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Form 5500, Schedule H, Line 4i – 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 Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s 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
May 21, 2015

1

Table of Contents

BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2014 and 2013
 
 
2014
 
2013
Investments – at fair value (Note 3):
 
 
 
Money market
$
8,881,423

 
$
9,348,293

Mutual funds
171,003,479

 
158,682,825

Brinker common stock fund
31,983,918

 
25,836,061

 
211,868,820

 
193,867,179

Receivables:
 
 
 
Employer contributions
503,729

 
239,558

Participants’ contributions
399,662

 
224,583

Notes receivable from participants
9,560,664

 
8,975,911

 
10,464,055

 
9,440,052

Net assets available for benefits
$
222,332,875

 
$
203,307,231

See accompanying notes to financial statements.

2

Table of Contents

BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2014 and 2013
 
 
2014
 
2013
Additions:
 
 
 
Contributions:
 
 
 
Participants
$
14,123,914

 
$
13,185,612

Rollovers
1,123,824

 
678,478

Employer
7,924,668

 
7,269,682

 
23,172,406

 
21,133,772

Investment income:
 
 
 
Net appreciation in fair value of investments
2,712,722

 
33,434,360

Interest and dividends
12,908,105

 
7,352,364

 
15,620,827

 
40,786,724

Interest on notes receivable from participants
380,271

 
338,652

Total additions
39,173,504

 
62,259,148

Deductions:
 
 
 
Benefits paid to participants
20,147,860

 
19,880,441

Net increase
19,025,644

 
42,378,707

Net assets available for benefits at beginning of year
203,307,231

 
160,928,524

Net assets available for benefits at end of year
$
222,332,875

 
$
203,307,231

See accompanying notes to financial statements.

3

Table of Contents
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial Statements

December 31, 2014 and 2013
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 Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
General
The Company originally adopted the Plan effective January 1, 1993. The Plan is a qualified defined contribution retirement plan covering eligible employees as defined below. The Plan was most recently amended and restated in its entirety effective December 1, 2014, primarily for the purpose of incorporating previous Plan amendments and implementing an updated Plan Document. 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
An employee may become a participant on the first of the month following the date the employee completes one year of eligible service (at least 1,000 hours) and attains the age of twenty-one. 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 participant’s 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.
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 participant’s compensation representing tip income that is not paid through the Company’s 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.
 

4

Table of Contents
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial Statements

Participants’ Accounts
Participant and Company matching contributions are invested in accordance with participants’ elections in the following funds:
 
Fund Options
 
Primarily invests in:
 
 
 
Fidelity Retirement Money Market Portfolio
 
Money market funds
 
 
 
PIMCO Total Return Fund
 
Intermediate-term mortgage, corporate, government and foreign bonds
 
 
 
Vanguard Inflation Protected Securities Fund
 
Intermediate-term government bonds
 
 
 
American Beacon Large Cap Value Fund
 
Equities of large-cap domestic companies
 
 
 
Fidelity Contrafund
 
Equities of domestic and foreign companies
 
 
 
American Funds EuroPacific Growth Fund
 
Equities of foreign companies
 
 
 
Neuberger Berman Genesis Fund
 
Equities of mid-cap companies
 
 
 
Buffalo Small Cap Fund
 
Equities of small-cap domestic companies
 
 
 
Spartan 500 Index Fund
 
Equities of companies included in the S&P 500 Index
 
 
 
Spartan Extended Market Index Fund
 
Equities of companies included in the Dow Jones U.S. Completion Total Stock Market Index
 
 
 
Fidelity Freedom Funds
 
Fidelity equity, fixed-income and short-term mutual funds
 
 
 
Dreyfus/The Boston Company Small Cap Value Fund
 
Equities of small-cap domestic companies
 
 
 
Brinker Common Stock Fund
 
Brinker common stock and short-term investments
 
 
 
Participants’ accounts are adjusted with the proportionate share of gains or losses generated by their elected investment funds.
Vesting
Participants are immediately vested in both employee and employer matching contributions and the earnings thereon.
Forfeited Accounts
Forfeited account balances are used to reduce Company matching contributions. Forfeited accounts for the years ended December 31, 2014 and 2013 were not significant.
Payment of Benefits
Distributions under the Plan are made upon a participant’s 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.
 

5

Table of Contents
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial Statements

Notes Receivable from Participants
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 participant’s 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 2015 through 2029 as of December 31, 2014. The loans are secured by the participant’s 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 4.25% to 9.25% during 2014 and 2013. 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 in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP 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 for actively employed participants, except for transactional fees related to participant-directed actions on their account which are paid by the participant. Non-employee participants are responsible for the annual administration fees for their accounts.
Investment Valuation and Income Recognition
The Plan’s money market funds, mutual funds and Company common stock are stated at fair value using quoted market prices. (See Note 3 for additional disclosures).
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.
Notes Receivable from Participants
Notes receivable from participants are valued at the outstanding principal balance, which represents the exit value upon collection, either by repayment or by deemed distribution if not repaid.
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.



6

Table of Contents
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial Statements

3. FAIR VALUE MEASUREMENTS
U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-tier hierarchy that is used to identify assets and liabilities measured at fair value. The hierarchy focuses on the inputs used to measure fair value and requires that the lowest level input be used. The three levels defined are as follows:

Level 1 – observable inputs that are based upon quoted market prices for identical assets or liabilities within active markets.
Level 2 – observable inputs other than Level 1 that are based upon quoted market prices for similar assets or liabilities, based upon quoted prices within inactive markets, or inputs other than quoted market prices that are observable through market data for substantially the full term of the asset or liability.
Level 3 – inputs that are unobservable for the particular asset or liability due to little or no market activity and are significant to the fair value of the asset or liability. These inputs reflect assumptions that market participants would use when valuing the particular asset or liability.
The methodologies used to measure the fair value of each major category of assets and liabilities are as follows:

Money Market funds are valued based on the short-term cash component as of the measurement date and classified within Level 1 of the valuation hierarchy.
Mutual funds are valued at the total market value of the underlying assets provided by the trustee of the Plan and are classified within Level 1 of the valuation hierarchy.
Brinker common stock fund is valued at the combined market value of the underlying stock based upon the closing price of the stock on its primary exchange times the number of shares held and the short-term cash component as of the measurement date and classified within Level 1 of the valuation hierarchy.
These methodologies were consistently applied as of December 31, 2014 and 2013.
 
The following table presents the fair value of financial instruments as of December 31, 2014 and 2013 by type of asset. The Plan has no assets or liabilities that are classified as Level 2 or Level 3 as of December 31, 2014 and 2013.
 
 
 
2014
 
2013
Money market
 
$
8,881,423

 
$
9,348,293

Mutual funds:
 
 
 
 
Mid/Large cap stocks
 
126,222,286

 
112,385,772

Fixed income
 
16,104,447

 
15,532,958

International stocks
 
15,328,322

 
16,015,714

Small cap stocks
 
13,348,424

 
14,748,381

Total mutual funds
 
171,003,479

 
158,682,825

Brinker common stock fund
 
31,983,918

 
25,836,061

Total investments at fair value
 
$
211,868,820

 
$
193,867,179



7

Table of Contents
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial Statements

4. INVESTMENTS
Individual investments that represent 5% or more of the Plan’s net assets available for benefits as of December 31, 2014 and 2013 were as follows:
 
 
 
2014
 
2013
Investments at fair value:
 
 
 
 
Brinker Common Stock Fund
 
$
31,983,918

 
$
25,836,061

Fidelity Contrafund
 
30,766,144

 
29,012,074

American Funds EuroPacific Growth Fund
 
15,328,322

 
16,015,714

Neuberger Berman Genesis Fund
 
15,321,882

 
17,036,508

Spartan 500 Index Fund
 
14,558,816

 
11,799,976

American Beacon Large Cap Value Fund
 
12,193,271

 
11,187,760

PIMCO Total Return Fund
 
12,118,658

 
11,813,801

Appreciation/(Depreciation) (including gains and losses on investments bought and sold, as well as held during the years) on investments was as follows:
 
 
 
2014
 
2013
Mutual funds
 
$
(4,192,776
)
 
$
24,538,465

Brinker common stock fund
 
6,905,498

 
8,895,895

 
 
$
2,712,722

 
$
33,434,360

5. 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.
 
6. CONCENTRATION
At December 31, 2014 and 2013, the Brinker Common Stock Fund approximated $32.0 million and $25.8 million, respectively, and represented approximately 15.1% and 13.3%, respectively, of the Plan’s total investments at fair value.
7. 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.
8. INCOME TAX STATUS
In December 2011, the Plan adopted a volume submitter plan document. The sponsor of the volume submitter plan document has received an opinion letter from the IRS dated March 31, 2014, stating that the form of the underlying volume submitter document is qualified under Section 401 of the IRC and that any employer adopting this form of the plan will be considered to have a plan qualified under Section 401(a) of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualified status. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes the Plan is qualified and the related Trust is tax-exempt as of the financial statement date.



8

Table of Contents
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Notes to Financial Statements

9. 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 statements of net assets available for benefits. It is not possible at this time to reasonably estimate the possible loss or range of loss, if any. We further caution that it is not possible to see all such factors, and you should not consider the identified factors as a complete list of all risks and uncertainties.
10. SUBSEQUENT EVENTS
In preparing the accompanying financial statements, management of the Plan has evaluated all subsequent events and transactions for potential recognition or disclosure through May 21, 2015, the date the financial statements were available for issuance.

9

Table of Contents

EIN: 75-2354902
PLAN # 001
BRINKER INTERNATIONAL
401(k) SAVINGS PLAN
Form 5500 Schedule H, line 4i – Schedule of Assets (Held at End of Year)
December 31, 2014
 
(a)
(b)
(c)
(d)
Identity of issue,
borrower, lessor or similar party
Description of investment including
maturity date, rate of interest,
collateral, par, or maturity value
Market
Value
 
 
 
Money market:
 
 
*   Fidelity Retirement Money Market Portfolio
8,881,423 shares
$
8,881,423

Mutual funds:
 
 
*   Fidelity Contrafund
314,261 shares
30,766,144

American Funds EuroPacific Growth Fund
325,511 shares
15,328,322

Neuberger Berman Genesis Fund
258,641 shares
15,321,882

*   Spartan 500 Index Fund
199,819 shares
14,558,816

American Beacon Large Cap Value Fund
418,725 shares
12,193,271

PIMCO Total Return Fund
1,136,835 shares
12,118,658

*   Fidelity Freedom 2040 Fund
707,830 shares
11,077,539

*   Fidelity Freedom 2035 Fund
587,574 shares
9,172,029

*   Fidelity Freedom 2025 Fund
518,079 shares
7,698,652

*   Fidelity Freedom 2030 Fund
488,661 shares
7,412,988

Buffalo Small Cap Fund
218,088 shares
6,893,759

Dreyfus/The Boston Company Small Cap Value Fund
268,051 shares
6,454,665

*   Fidelity Freedom 2045 Fund
339,031 shares
5,444,840

*   Fidelity Freedom 2050 Fund
263,452 shares
4,260,014

*   Fidelity Freedom 2020 Fund
293,874 shares
4,184,768

*   Spartan Extended Market Index Fund
38,112 shares
2,103,043

Vanguard Inflation Protected Securities Fund
54,835 shares
1,418,585

*   Fidelity Freedom 2010 Fund
93,059 shares
1,228,373

*   Fidelity Freedom 2015 Fund
84,937 shares
1,155,148

*   Fidelity Freedom Income Fund
85,702 shares
1,014,708

*   Fidelity Freedom 2055 Fund
73,374 shares
873,152

*   Fidelity Freedom 2005 Fund
24,990 shares
324,123

 
 
171,003,479

* Brinker Common Stock Fund
548,374 shares
31,983,918

* Participant Loans
Interest rates from 4.25% to 9.25% and maturity dates from 2015 through 2029
9,560,664

Total
 
$
221,429,484

 
*
Party-in-interest
Cost column not required – participant directed
See accompanying report of independent registered public accounting firm.

10

Table of Contents

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:
By:
 
 
 
 
 
 
Plan Administrator



11

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘11-K’ Filing    Date    Other Filings
Filed as of:5/22/15
Filed on:5/21/158-K
For Period End:12/31/14
12/1/14
3/31/14
12/31/1311-K
1/1/93
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