UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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, INC.
401(K) SAVINGS PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Brinker International, Inc.
6820 LBJ Freeway
Dallas, Texas 75240
Page
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 2001 and 2000 2
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2001 and 2000 3
Notes to Financial Statements 4
Supplemental Schedule* - Schedule H, line 4i - Schedule of Assets
(Held at End of Year) - December 31, 2001 10
Exhibit - Consent of Independent Auditors 12
* 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 or the required
information is shown in the financial statements or notes thereto.
Independent Auditors' Report
The Plan Committee
Brinker International, Inc. 401(k) Savings Plan and Trust:
We have audited the accompanying statements of net assets
available for benefits of the Brinker International, Inc. 401(k)
Savings Plan and Trust ("the Plan") as of December 31, 2001 and
2000, 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 auditing standards
generally accepted in the United States of America. 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 financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Brinker International, Inc. 401(k) Savings Plan
and Trust as of December 31, 2001 and 2000, and the changes in 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 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 audits of the basic financial statements and, in our opinion,
is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ KPMG LLP
Dallas, Texas
June 15, 2002
BRINKER INTERNATIONAL, INC.
401(k) SAVINGS PLAN AND TRUST
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
Investments - at fair value (Note 2):
Money market $ 1,789,633 $ 1,259,844
Mutual funds 20,212,190 20,602,398
Brinker International common stock 12,681,996 11,274,331
Participant loans 2,279,021 2,094,427
36,962,840 35,231,000
Receivables:
Participants' contributions 25,909 339,714
Employer's contributions 3,603 49,579
29,512 389,293
Net assets available for benefits $ 36,992,352 $ 35,620,293
See accompanying notes to financial statements.
BRINKER INTERNATIONAL, INC.
401(k) SAVINGS PLAN AND TRUST
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2001 and 2000
2001 2000
Additions:
Contributions:
Participants $ 6,261,543 $ 5,940,296
Employer 807,164 745,460
7,068,707 6,685,756
Investment income (loss):
Net(depreciation)appreciation
in fair value of investments (3,191,102) 190,274
Interest and dividends 439,643 1,574,155
(2,751,459) 1,764,429
Total additions 4,317,248 8,450,185
Deductions - benefits paid to participants 2,945,189 2,578,699
Net increase 1,372,059 5,871,486
Net assets available for benefits at
beginning of year 35,620,293 29,748,807
Net assets available for benefits at
end of year $ 36,992,352 $ 35,620,293
See accompanying notes to financial statements.
BRINKER INTERNATIONAL, INC.
401(k) SAVINGS PLAN AND TRUST
Notes to Financial Statements
December 31, 2001 and 2000
1. DESCRIPTION OF THE PLAN AND ACCOUNTING POLICIES
The following brief description of the provisions of the Brinker
International, Inc. 401(k) Savings Plan and Trust (the "Plan") is
provided for general information purposes only. Participants
should refer to the Plan document for more complete information.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
General
The Plan, which was implemented on January 1, 1993, is a qualified
defined contribution savings plan available to all salaried and
hourly employees of Brinker International, Inc. and subsidiaries
("Company" or "Brinker") who are neither an officer nor a five
percent shareholder of the Company and whose annual compensation
is not in excess of the threshold set forth in Section 414(q) of
the Internal Revenue Code of 1986 (the "Code"), as amended.
Employees who have completed one year of service and have attained
the age of twenty-one are eligible to participate in the Plan.
Employees who are members of a collective bargaining unit are not
eligible to participate in the Plan. The financial statements are
prepared on the accrual basis of accounting and include all of the
funds which comprise the Plan.
Contributions
Participants are permitted to contribute from 1 to 20% of their
annual eligible compensation, as defined, to the Plan on a tax-
deferred basis. Participants are permitted to contribute up to
100% of their bonuses, as defined, to the Plan on a tax-deferred
basis. Tips are excluded from the definition of eligible
compensation. The Company matches 25% of the first 5% a salaried
participant contributes. Hourly participants do not receive
matching contributions.
Participants' Accounts
Participants' contributions are invested in accordance with their
elections in the following funds: the AXP Cash Management Fund (a
money market fund), the AXP Bond Fund (invests primarily in
intermediate-term corporate bonds), the American Century Equity
Growth Fund (invests primarily in the equities of large-cap
domestic companies), the AXP Growth Fund (invests primarily in the
equities of medium-to-large-cap domestic companies), the Janus
Overseas Fund (invests primarily in the equities of foreign
companies), the Neuberger Berman Genesis Fund (invests primarily
in the equities of small-cap domestic companies), the Standish
Small Capitalization Growth Fund (invests primarily in the
equities of small-cap domestic companies), the American Express
Equity Index Fund II (invests primarily in the equities of the S&P
500 Index) and the Brinker Stock Fund (consists of Company common
stock). Company matching contributions to the Plan are invested
in the Brinker Stock Fund.
BRINKER INTERNATIONAL, INC.
401(k) SAVINGS PLAN AND TRUST
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN AND ACCOUNTING POLICIES (continued)
Vesting
Participants are immediately vested in their contributions and the
earnings thereon. Vesting in the Company's matching contributions
is 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 separate from service prior to
full vesting of their rights forfeit their share of the Company's
contributions to the extent that vesting had not occurred.
Amounts forfeited reduce future Company contributions.
Forfeitures totaled $47,030 and $57,467 for the years ended
December 31, 2001 and 2000, respectively.
Payments of Benefits
The normal forms of payment upon a participant's separation from
the Company are either a lump sum payment in cash for the vested
portion of the participant's account (less a 20% penalty for
federal tax withholding) or a direct rollover of the vested
portion of the participant's account into an Individual Retirement
Account or another employer's qualified plan.
Participant Loans
Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum 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 of a participant's
loans may not exceed the lesser of $50,000 or 50% of the
participant's vested account balance. Loan terms range from one-
half year to 5 years or up to 15 years for the purchase of a
primary residence. The loans are secured by the balance in the
participant's account and bear interest at a rate of 1% above the
prime lending rate determined at the end of the month the loan
request is made. Interest rates on outstanding loans ranged from
6.0% to 10.5% during 2001 and 2000. Principal and interest
payments are made through bi-weekly payroll deductions.
Administrative Expenses
The Company pays all administrative expenses related to the Plan.
Use of Estimates
The preparation of financial statements in conformity with
accounting principals generally accepted in the United States of
America requires Plan administrators to make estimates and
assumptions that affect the reported amounts of net assets
available for benefits and disclosure of contingent net assets
available for benefits at the date of the financial statements and
the reported amounts of changes in net assets available for
benefits during the reporting period. Actual results could differ
from those estimates.
BRINKER INTERNATIONAL, INC.
401(k) SAVINGS PLAN AND TRUST
Notes to Financial Statements (continued)
2. INVESTMENTS
The Plan's investments are stated at fair value using quoted
market prices and transactions are recorded on a trade date basis.
Participant loans are valued at the outstanding principal balance
plus accrued interest which approximates fair value. A summary of
investments and related investment income (loss) as of and for the
years ended December 31, 2001 and 2000, follows:
2001 2000
Investments at fair value:
American Century Equity Growth Fund $ 5,040,243* $ 5,242,092*
AXP Growth Fund 5,059,722* 6,558,721*
Janus Overseas Fund 3,572,778* 4,138,048*
Brinker Stock Fund 12,681,996* 11,274,331*
AET Equity Index Fund II 2,712,686* 2,280,082*
AXP Cash Management Fund 1,789,633 1,259,844
AXP Bond Fund 1,739,692 1,237,590
Neuberger Berman Genesis Fund 1,855,824* 1,036,432
Standish Small Cap Growth 231,246 109,433
Participant Loans 2,279,020* 2,094,427*
Total $ 36,962,840 $ 35,231,000
Investment Income (Loss):
Net (depreciation) appreciation
in fair value:
Mutual funds (3,896,547) (4,566,639)
Brinker stock 705,445 4,756,913
Total $ (3,191,102) $ 190,274
Interest and dividends 439,643 1,574,155
* Represents 5% or more of total net assets.
BRINKER INTERNATIONAL, INC.
401(k) SAVINGS PLAN AND TRUST
Notes to Financial Statements (continued)
All investment programs other than a portion of the Brinker Stock
Fund are participant directed. The following information
summarizes the net assets and significant components of the
changes in net assets relating to the non-participant directed
portion of the Brinker Stock Fund for the years ended December 31,
2001 and 2000.
December 31, 2001
Participant Non-Participant
Directed Directed Total
Additions to net assets:
Net appreciation in fair
value of investments $ 371,446 333,999 705,445
Interest 29,969 24,174 54,143
Employee contributions 865,488 - 865,488
Employer contributions - 852,360 852,360
Total additions to net
assets 1,266,903 1,210,533 2,477,436
Deductions from net
assets:
Benefits paid to
participants 408,018 377,546 785,564
Investment transfers 111,999 172,208 284,207
Total deductions from
net assets 520,017 549,754 1,069,771
Change in net assets 746,886 660,779 1,407,665
Net assets at beginning
of year 5,715,395 5,558,936 11,274,331
Net assets at end of
year $ 6,462,281 6,219,715 12,681,996
BRINKER INTERNATIONAL, INC.
401(k) SAVINGS PLAN AND TRUST
Notes to Financial Statements (continued)
December 31, 2000
Participant Non-Participant
Directed Directed Total
Additions to net assets:
Net appreciation in fair
value of investments $ 2,479,138 2,277,775 4,756,913
Interest 17,377 13,940 31,317
Employee contributions 645,927 - 645,927
Employer contributions - 730,842 730,842
Total additions to net
assets 3,142,442 3,022,557 6,164,999
Deductions from net
assets:
Benefits paid to
participants 366,897 282,070 648,967
Investment transfers 769,989 147,835 917,824
Total deductions from
net assets 1,136,886 429,905 1,566,791
Change in net assets 2,005,556 2,592,652 4,598,208
Net assets at beginning
of year 3,709,839 2,966,284 6,676,123
Net assets at end of
year $ 5,715,395 5,558,936 11,274,331
3. 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.
In the event of Plan termination, all participants will become
fully vested in their Company contributions.
4. INCOME TAX STATUS
The Plan received a determination letter on March 22, 2001 in
which the Internal Revenue Service stated that the Plan, as
currently designed, is in compliance with the applicable
requirements of the Internal Revenue Code ("Code"). The Plan
Administrator believes the Plan is currently designed and being
operated in compliance with the applicable requirements of the
Code and, therefore, is qualified and tax-exempt from Federal
income taxes as of the financial statement date.
BRINKER INTERNATIONAL, INC.
401(k) SAVINGS PLAN AND TRUST
Notes to Financial Statements (continued)
5. FORM 5500 RECONCILIATION
The net assets and benefits paid to participants reported in the
Plan's Form 5500 for 2001 and 2000 are greater (less) than the
corresponding amounts reported in the accompanying financial
statements by the following amounts:
2001 2000
Net assets available for benefits $ - $ -
Benefits paid to participants - 137,970
These differences relate to the classification of withdrawals
currently payable to participants.
Schedule I
BRINKER INTERNATIONAL, INC.
401(k) SAVINGS PLAN AND TRUST
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
Current
Identity Description of Investment Value
Mutual Funds:
AXP Cash Management Fund* $ 1,789,633
AXP Bond Fund* 1,739,692
AXP Growth Fund* 5,059,722
American Century Equity Growth Fund 5,040,243
Janus Overseas Fund 3,572,778
American Express Equity Index Fund II* 2,712,686
Neuberger Berman Genesis Fund 1,855,824
Standish Small Cap Growth Fund 231,246
Common Stock
Brinker Stock Fund* 12,681,996
Participant Loans
Bearing interest at rates ranging from
6.0% to 10.5%* 2,279,020
Total $ 36,962,840
*Party-in-interest
See accompanying independent auditors' report.
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: June 28, 2002 By: _______/s/______________________
Charles M. Sonsteby
Executive Vice President
and Chief Financial Officer
Exhibit 23
- ----------
Consent of Independent Auditors
The Board of Directors
Brinker International:
We consent to the incorporation by reference in registration
statement No. 333-42224 on Form S-8 of Brinker International of
our report dated June 15, 2002 related to the statements of net
assets available for benefits of the Brinker International, Inc.
401(k) Savings Plan and Trust as of December 31, 2001 and 2000,
the related statements of changes in net assets available for
benefits for the years then ended and the related supplemental
schedule as of December 31, 2001, which report appears in the
December 31, 2001 annual report on Form 11-K of the Brinker
International, Inc. 401(k) Savings Plan and Trust.
/s/ KPMG LLP
Dallas, Texas
June 28, 2002
