10-K

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 26, 2013 Commission File No. 1-10275

____________________________________________________________________

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	75-1914582
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6820 LBJ Freeway, Dallas, Texas	75240
(Address of principal executive offices)	(Zip Code)
(972) 980-9917
(Registrant’s telephone number, including area code)

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

Title of Each Class

Common Stock, $0.10 par value

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

____________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  o

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  o    No  x

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  x    No  o

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  x    No  o

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.  o

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	x		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o

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

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.$1,999,440,915.

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

Class	Outstanding at August 12, 2013
Common Stock, $0.10 par value	66,224,836 shares

DOCUMENTS INCORPORATED BY REFERENCE

We have incorporated portions of our Annual Report to Shareholders for the fiscal year ended June 26, 2013 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 November 7, 2013, to be dated on or about September 17, 2013, into Part III hereof, to the extent indicated herein.

PART I

Item 1. BUSINESS.

General

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 38 years. Chili’s also enjoys a global presence with locations in 32 foreign countries and two U.S. territories around the world. Consistent in all locations, whether domestic or international and company-owned or franchised, Chili’s passion is making our guests feel special. Our Team Members, referred to as ChiliHeads, take special pride in proudly serving America’s Favorites Like No Place Else.

Chili’s varied menu features America’s favorites boldly flavored and freshly prepared, including several signature items such as Baby Back Ribs smoked in-house, Big Mouth Burgers, Sizzling Fajitas, hand-battered Chicken Crispers and house-made Chips and Salsa. Chili's has also introduced new pizzas and flatbreads. The all-day menu offers our guests a generous selection of appetizers, entrees and desserts at affordable prices. A special lunch section is available on weekdays. In addition to our flavorful food options, Chili’s offers a full selection of alcoholic beverages available from the bar, with Margaritas and draft beer being favorites of our guests. For guests seeking convenience, Chili’s offers To Go service that can be ordered by calling the restaurant or on-line or via mobile app, and most Chili’s offer a separate To Go entrance for service.

During the year ending June 26, 2013, at our company-owned restaurants, entrée selections ranged in menu price from $6.00 to $17.69. The average revenue per meal, including alcoholic beverages, was approximately $13.99 per person. During this same year, food and non-alcoholic beverage sales constituted approximately 86.1% of Chili’s total restaurant revenues, with alcoholic beverage sales accounting for the remaining 13.9%. Our average annual sales volume per Chili’s restaurant during this same year was $3.0 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 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 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 ending June 26, 2013, entrée selections ranged in menu price from $12.95 to $42.50. The average revenue per meal, including alcoholic beverages, was approximately $26.72 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 19.4% of our total restaurant revenues for the year. Our average annual sales volume per Maggiano’s restaurant during this same year was $8.81 million.

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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 allowing us to reinvest back into the guest experience and value proposition, and establish a strong presence for our brands in key markets around the world. We will continue to maintain a strong balance sheet and financial flexibility to support our strategic initiatives and to provide stability in all operating environments.

Overall economic growth continues to be tepid providing a challenging operating environment for the casual dining industry as a whole. Growth in key economic factors such as total employment, consumer confidence and personal disposable income levels has been slight this year suggesting consumers remain cautious as the economy slowly rebounds. Consumer optimism now appears focused more on housing and large purchases such as cars in light of continued low interest rates. We anticipate market conditions will continue to challenge the industry; however, we believe our strategies and initiatives will provide a solid foundation for earnings growth going forward and are appropriate for all operating conditions.

Our current initiatives are designed to drive profitable sales growth and improve the guest experience in our restaurants. We are investing in new kitchen equipment, operations software and remodel initiatives as the core pieces of our current strategy. We have now completed the installation of new kitchen equipment in both our company-owned Chili's restaurants and our domestic franchise restaurants. We anticipate that the upgraded equipment will consistently provide a high quality product at a faster pace, enhancing both profitability and guest satisfaction. Based on our robust testing process, we believe the usability and efficiency of the equipment results in significant labor savings over time. Also, the flexibility of our equipment allows for the development of new menu categories that we believe results in increased sales and guest traffic.

All company-owned Chili's restaurants are now operating with an integrated point of sale and back office software system that was designed to enhance the efficiency of our restaurant operations and reporting capabilities. Timely and more detailed reporting in our restaurants will result in improved inventory and labor management while reducing software maintenance costs. Additionally, our management team will have timely visibility into operating performance and trends which will enhance decision making and improve profitability. We expect to complete the system installation in Maggiano's restaurants by the end of the calendar year.

We have remodeled a significant number of our company-owned Chili's restaurants and plan to continue the initiative at a brisk pace. The remodel design in intended to revitalize Chili's in a way which enhances the relevance of the brand and raises guest expectations regarding the quality of the experience. The design is contemporary while staying true to the Chili's brand heritage. We believe that these updates will positively impact the guest perception of the restaurant in both the dining room and bar areas and provide a long-term positive impact to traffic and sales.

We continually evaluate our menu at Chili's to improve quality, freshness and value by introducing new items and improving existing favorites. This year, Chili's has introduced new menu innovations including several pizza and flatbread choices and lighter entree selections like Mango Chile Chicken and Mango Chile Tilapia. The dessert and appetizer sections of the menu have also been enhanced with a new freshly baked skillet cookie, soft pretzel sticks and sweet potato fries. Our two for twenty dollars and lunch combo offerings have been refreshed with new menu items including pizzas, flatbreads and Southwestern Mac 'n' Cheese with Grilled Chicken. Our new steak selection introduced last year also continues to have a high guest preference and has been enhanced with steak topper add-ons. An emphasis on new products, training and our reimaged bar also resulted in improved bar sales over last year. We believe these changes as well as our ability to develop new and innovative items will further enhance sales and drive incremental traffic. We are committed to offering a compelling everyday menu that provides items our guests prefer at a solid value.

Improvements at Chili’s are expected to have the most significant impact on the business; however, our results are also expected to benefit through additional contributions from Maggiano’s and our global business. Maggiano’s sales trends and traffic continue to improve, driven by offering guests a great value with Classic Pastas, Marco’s Meal offering, new food and beverage options and direct marketing. Additionally, Maggiano’s has implemented initiatives around kitchen efficiency and inventory control contributing to increased financial results. We believe our authentic Italian-American cuisine and signature drinks, improved service and updated atmospheres will result in stronger brands and sustainable sales and profit growth through increased guest loyalty and traffic.

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 acquisitions, franchise relationships, joint venture arrangements and equity investments, taking advantage of demographic and food trends that will accelerate in the international market over the next decade. Our growing percentage of franchise operations, both domestically and internationally, allow us to improve margins as royalty payments impact the bottom line.

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The casual dining industry is a 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. 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 increase our profitability and return value to our shareholders. 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 new company-owned restaurants and the development of a select number of company-owned restaurants in strategically desirable markets. We will 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 areas and non-traditional locations (such as airports and universities) that can adequately support our restaurant brands.

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 2013 and the planned openings in fiscal 2014:

	Fiscal 2013 Openings(1)	Fiscal 2014 Projected Openings(1)
Chili’s:
Company-owned	3	11-12
Franchise(2)	2	4-6
Maggiano’s	—	2-3
International:
Company-owned(3)	—	2
Franchise(3)	33	31-35
Total	38	50-58

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(1) The numbers in this column are the total of new restaurant openings and openings of relocated restaurants during fiscal 2013.

(2) The numbers on this line for fiscal 2014 are projected domestic franchise openings.

(3) The numbers on this line are for Chili’s.

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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 three company-owned restaurants in fiscal 2013. 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 term. 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.

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 2013. The following table illustrates the percentages of franchise operations as of June 26, 2013 for the Company and by restaurant brand, respectively:

	Percentage of Franchise Operated Restaurants
	Domestic(1)		International(2)		Overall(3)
Brinker	34	%	96	%	45	%
Chili’s	35	%	96	%	46	%
Maggiano’s	—	%	—	%	—	%

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(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.

Domestic

Domestic expansion is also focused on growing our number of franchised restaurants. We are accomplishing this through existing, new or renewed development 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 26, 2013, eight total domestic development arrangements existed including a new development agreement for three restaurants in the State of Alaska. A typical domestic franchise development agreement provides 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 franchise development 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.

During the year ended June 26, 2013, our domestic franchisees opened two Chili’s restaurants. Additionally, we acquired one Chili’s restaurant from a franchisee in the Miami, Florida metropolitan area.

International

We continue our international growth through development agreements with new and existing franchisees and joint venture partners, as well as introducing Chili’s to new countries and expanding the brand within our existing markets. As of June 26, 2013, we had 20 total development arrangements. During fiscal year 2013, our international franchisees and joint venture partners opened 33 Chili’s restaurants. In the same year, we entered into a new development agreement with one franchisee for the development of 25 Chili’s restaurants. The area of development for these locations includes south and west India.

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As we develop Chili’s internationally, we will selectively pursue expansion through various means, including franchising and joint ventures. Similar to our domestic franchise agreements, a typical international franchise development agreement provides 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 development 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 26, 2013, we acquired 11 Chili's restaurants from one of our franchisees in Alberta, Canada.

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.

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. The training program typically includes a two to four-month training period for restaurant management trainees. We also provide reoccurring management training for managers and supervisors to improve effectiveness or prepare them for more responsibility.

Supply Chain

Our ability to maintain consistent quality 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 do 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.

Advertising and Marketing

Our brands generally target the 26 to 54 year-old age group, which constitutes approximately 41 percent of the United States population. It is our belief these consumers value the benefits of the casual dining category for multiple meal occasions. In choosing not to cook, these consumers want the higher food quality, the opportunity to connect with family and friends and the enhanced dining experience our restaurant brands offer. To reach this target group, we use a mix of television, radio, print, outdoor or online advertising, as well as mail (direct and electronic) and social media, with each of our restaurant brands utilizing one or more of these mediums to meet their communication strategy and budget. Our brands have also leveraged extensive consumer marketing research to monitor brand health, guest satisfaction and emerging trends, as well as validate menu development and creative campaigns.

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.

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Team Members

As of June 26, 2013, we employed approximately 54,653 team members, of which 644 were restaurant support center personnel in Dallas, and 3,974 were restaurant area directors, managers, or trainees. The remaining 50,035 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, Governance and Nominating Committee Charter, Audit Committee Charter, Compensation Committee Charter, Executive Committee Charter, Code of Conduct and Ethical Business Policy, and Problem Resolution Procedure/Whistle Blower Policy.

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. Despite a weak U.S. employment market, 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 offerings, the convergence in grocery, deli and restaurant services, including the grocery industry offering of convenient meals in the form of improved entrees and side dishes. 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

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paced economic recovery. 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 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.

The weak global economic recovery continues to impact consumer discretionary spending and a prolonged economic recovery 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. Consumer confidence has not fully recovered from recent lows impacting the public’s ability and/or desire to spend discretionary dollars as a result of significantly limited job availability, slow recovering home values, limited investment gains in the financial markets and continued reduced access to credit. Current international fiscal concerns continue to impact the slow U.S. economic recovery. While sales and traffic gains were made by the restaurant industry and our brands in the prior fiscal year, economic headwinds were encountered in fiscal 2013, including increased personal income taxes and payroll taxes. 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 recovery 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. Leading economic indicators such as employment and consumer confidence remain challenged and did not show meaningful improvement in fiscal 2013. 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. The result could be further reductions in staff levels, asset impairment charges and potential restaurant closures.

Future slower global economic recovery 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 the government’s plan to restore fiscal responsibility or future plans to stimulate the economy will revive consumer confidence, stabilize the financial markets, increase liquidity and the availability of credit, or result in lower unemployment, which continues to remain stubbornly high at the present time.

The current slow economic recovery 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 recovery continues or returns to recessionary levels, our landlords may be unable to obtain financing or remain in good standing under their existing financing arrangements, resulting in failures 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.

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

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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 expect adjustments in payroll expenses as a result of federal and state mandated increases in the minimum wage, and although such increases are not expected to be material, we cannot be certain there will be no material 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 health care reform law enacted by Congress in March of 2010 and regulations issued related to the law to evaluate the potential impact of this new 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 investigations or litigation. We do not expect to incur material costs from compliance with the provision of the new health care law 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 as-yet-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 to achieve compliance. Further, more stringent and varied requirements of 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.

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.

9

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.

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 tightened credit market; food safety warnings or advisories or the prospect of such pronouncements; 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.

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.

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 remodeling of existing restaurants and new restaurant development;

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

We have significantly increased the percentage of restaurants owned and operated by our franchisees. While our franchise agreements are designed to maintain brand consistency, this increase reduces our direct day-to-day control over these restaurants and may expose us to risks not otherwise encountered if we maintained ownership and control of same. 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.

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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, 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.

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 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. 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 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.

11

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 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; 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.

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

The 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 disruptions in the financial markets will restore consumer confidence, stabilize the markets or increase liquidity or the availability of credit.    

Failure to protect the integrity and security of individually identifiable data of our guests and teammates could expose us to litigation and damage our reputation.

We receive and maintain certain personal information about our guests and teammates. The use of this information by us is regulated at the federal and state levels, as well as by certain third party contracts. If our security and information systems are compromised or our business associates fail to comply with these laws and regulations and this information is obtained by unauthorized persons or used inappropriately, it could adversely affect our reputation, as well as operations, results of operations and financial condition, and could result in litigation against us or the imposition of penalties. As privacy and information security laws and regulations change, we may incur additional costs to ensure it remains in compliance.

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 or undiscounted future cash flows of the asset. 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 results of operations could be adversely affected.

Identification of material weakness in internal control 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. 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 controls, 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.

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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 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 26, 2013, our system of company-owned and franchised restaurants included 1,591 restaurants located in 50 states and Washington, D.C. We also have restaurants in the U.S. territories of Guam and Puerto Rico and the countries of Bahrain, Brazil, Canada, Columbia, Costa Rica, Dominican Republic, Ecuador, Egypt, El Salvador, Germany, Guatemala, Honduras, India, Indonesia, Japan, Jordan, Kuwait, Lebanon, Malaysia, Mexico, Oman, Peru, Philippines, Qatar, Russia, Saudi Arabia, Singapore, South Korea, Syria, 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 26, 2013:

Chili’s
Company-owned (domestic)	822
Company-owned (international)	11
Franchise	714
Maggiano’s
Company-owned	44
Total	1,591

Table 2: Domestic vs. foreign locations (by brand) as of June 26, 2013 (company-owned and franchised):

	Domestic (No. of States)	Foreign (No. of countries and territories)
Chili’s	1,265(50)	282(34)
Maggiano’s	44	—

Restaurant Property Information

The following table illustrates the approximate average dining capacity for each current prototypical restaurant in our restaurant brands:

	Chili’s	Maggiano’s
Square Feet	3,930-6,000	7,700-24,000
Dining Seats	150-252	200-700
Dining Tables	35-54	35-150

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The leases typically provide for a fixed rental plus percentage rentals based on sales volume. At June 26, 2013, we owned the land and building for 189 of our 877 company-owned restaurant locations. For these 189 restaurant locations, the net book value for the land was $142 million and for the buildings was $118 million. For the remaining 688 restaurant locations leased by us, the net book value of the buildings and leasehold improvements was $537 million. The 688 leased restaurant locations can be categorized as follows: 541 are ground leases (where we lease land only, but own the building) and 147 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 5 to 30 years, with renewal terms of 1 to 35 years.

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. Because of our operations throughout the United States, we also lease office space in California, Colorado, Florida, New Jersey and Texas for use as regional operation offices. The size of these office leases range from approximately 100 square feet to approximately 4,000 square feet.

Item 3. LEGAL PROCEEDINGS.

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. The lawsuit sought penalties and attorney’s fees and was certified as a class action by the trial court in July 2006. In July 2008, the California Court of Appeal decertified the class action on all claims with prejudice. In October 2008, the California Supreme Court granted a writ to review the decision of the Court of Appeal and oral arguments were heard by the California Supreme Court on November 8, 2011. On April 12, 2012, the California Supreme Court issued an opinion affirming in part, reversing in part, and remanding in part for further proceedings. The California Supreme Court’s opinion resolved many of the legal standards for meal periods and rest breaks in our California restaurants and we intend to vigorously defend our position on the remaining issues upon remand to the trial court. It is not possible at this time to reasonably estimate the possible loss or range of loss, if any.

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.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

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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 interdealer 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 26, 2013:

	High		Low
First Quarter	$	35.98	$	30.62
Second Quarter	$	35.30	$	28.71
Third Quarter	$	37.07	$	30.39
Fourth Quarter	$	41.60	$	37.25

Fiscal year ended June 27, 2012:

	High		Low
First Quarter	$	26.57	$	20.01
Second Quarter	$	27.07	$	20.07
Third Quarter	$	28.98	$	25.66
Fourth Quarter	$	32.69	$	26.65

As of August 12, 2013, there were 587 holders of record of our common stock.

During the fiscal year ended June 26, 2013, 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	Declaration Date	Record Date	Payment Date
$0.20	August 23, 2012	September 10, 2012	September 27, 2012
$0.20	November 8, 2012	December 7, 2012	December 27, 2012
$0.20	February 7, 2013	March 8, 2013	March 28, 2013
$0.20	May 30, 2013	June 14, 2013	June 27, 2013

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The following graph compares the cumulative five-year total return provided shareholders on Brinker International, Inc.’s common stock relative to the cumulative total returns of the S&P 500 Index and the S&P Restaurants Index.

The graph assumes a $100 initial investment and the reinvestment of dividends in our stock and each of the indexes on June 25, 2008 and its relative performance is tracked through June 26, 2013. The values shown are neither indicative nor determinative of future performance.

	2008		2009		2010		2011		2012		2013
Brinker International	$	100.00	$	84.22	$	78.95	$	137.37	$	175.08	$	227.02
S&P 500	$	100.00	$	73.79	$	84.43	$	110.35	$	116.36	$	140.32
S&P Restaurants(1)	$	100.00	$	101.52	$	127.02	$	177.98	$	206.64	$	237.49

____________________________________________________________________

(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 and will be 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.

16

Except as described in the immediately preceding paragraphs, during the three-year period ended on August 12, 2013, 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 22, 2013, our Board of Directors increased our share repurchase authorization by $200 million, bringing the total authorization to $3,585 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 28, 2013 through May 1, 2013	420,874	$	38.09	420,000	$	458,134
May 2, 2013 through May 29, 2013	1,375,000	$	40.91	1,375,000	$	401,856
May 30, 2013 through June 26, 2013	1,721,019	$	40.23	1,720,400	$	332,610
Total	3,516,893	$	40.24	3,515,400

____________________________________________________________________

(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 2013, 1,493 shares were tendered by team members at an average price of $37.66.

(b) The final amount shown is as of June 26, 2013.

Item 6. SELECTED FINANCIAL DATA.

The information set forth in that section entitled “Selected Financial Data” in our 2013 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 2013 Annual Report to Shareholders is presented on pages F-2 through F-11 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 2013 Annual Report to Shareholders presented on page F-11 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 23 for a listing of all financial statements in our 2013 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.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

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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 2013 Annual Report to Shareholders and are presented on pages F-30 through F-32 of Exhibit 13 to this document. We incorporate these reports 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 26, 2013, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION.

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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 17, 2013, for the annual meeting of shareholders on November 7, 2013. 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 17, 2013, for the annual meeting of shareholders on November 7, 2013. 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 2013”, “Compensation Discussion and Analysis”, and “Stock Ownership of Certain Persons” in our Proxy Statement to be dated on or about September 17, 2013, for the annual meeting of shareholders on November 7, 2013. We incorporate that information in this document by reference.

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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 17, 2013, for the annual meeting of shareholders on November 7, 2013. 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 17, 2013, for the annual meeting of shareholders on November 7, 2013. We incorporate that information in this document by reference.

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 17, 2013, for the annual meeting of shareholders on November 7, 2013. We incorporate that information in this document by reference.

19

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1) Financial Statements.

We make reference to the Index to Financial Statements attached to this document on page 23 for a listing of all financial statements attached as Exhibit 13 to this document.

(a)(2) Financial Statement Schedules.

None.

(a)(3) Exhibits.

We make reference to the Index to Exhibits preceding the exhibits attached hereto on pages E-1 and E-2 for a list of all exhibits filed as a part of this document.

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SIGNATURES

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.

BRINKER INTERNATIONAL, INC., a Delaware corporation
By:	/S/    GUY J. CONSTANT
	Guy J. Constant, Executive Vice President, Chief Financial Officer and President of Global Business Development

Dated: August 26, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, we have signed in our indicated capacities on August 26, 2013.

21

Name	Title
/S/   WYMAN T. ROBERTS	President and Chief Executive Officer of Brinker International, President of Chili's Grill & Bar (Principal Executive Officer) and Director
Wyman T. Roberts
/S/    GUY J. CONSTANT	Executive Vice President, Chief Financial Officer and President of Global Business Development (Principal Financial and Accounting Officer)
Guy J. Constant
/S/    DOUGLAS H. BROOKS	Chairman of the Board
Douglas H. Brooks
/S/    JOSEPH M. DEPINTO	Director
Joseph M. DePinto
/S/    HARRIET EDELMAN	Director
Harriet Edelman
/S/    MICHAEL A. GEORGE	Director
Michael A. George
/S/    WILLIAM T. GILES	Director
William T. Giles
/S/    GERARDO I. LOPEZ	Director
Gerardo I. Lopez
/S/    JON L. LUTHER	Director
Jon L. Luther
/S/    JOHN W. MIMS	Director
John W. Mims
/S/    GEORGE R. MRKONIC	Director
George R. Mrkonic
/S/    ROSENDO G. PARRA	Director
Rosendo G. Parra

22

INDEX TO FINANCIAL STATEMENTS

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

	Page
Selected Financial Data	F-1
Management’s Discussion and Analysis of Financial Condition and Results of Operations	F-2
Consolidated Statements of Income—Fiscal Years Ended June 26, 2013, June 27, 2012, and June 29, 2011	F-12
Consolidated Balance Sheets— June 26, 2013 and June 27, 2012	F-13
Consolidated Statements of Shareholders’ Equity—Fiscal Years Ended June 26, 2013, June 27, 2012, and June 29, 2011	F-14
Consolidated Statements of Cash Flows—Fiscal Years Ended June 26, 2013, June 27, 2012, and June 29, 2011	F-15
Notes to Consolidated Financial Statements	F-16
Reports of Independent Registered Public Accounting Firm	F-30
Management’s Responsibility for Consolidated Financial Statements	F-32
Management’s Report on Internal Control over Financial Reporting	F-32

All schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

23

INDEX TO EXHIBITS

Exhibit
3(a)	Certificate of Incorporation of the Registrant, as amended.(1)
3(b)	Bylaws of the Registrant.(2)
4(a)	Form of 2.600% Note due 2018.(3)
4(b)	Form of 3.875% Note due 2023.(3)
4(c)	Indenture between the Registrant and Wilmington Trust, National Association, as Trustee.(4)
4(d)	First Supplemental Indenture between Registrant and Wilmington Trust, National Association.(3)
4(e)	Second Supplemental Indenture between Registrant and Wilmington Trust, National Association.(3)
10(a)	Registrant’s Stock Option and Incentive Plan.(5)
10(b)	Registrant’s 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants.(6)
10(c)	Registrant’s Performance Share Plan Description.(7)
10(d)	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)
13	2013 Annual Report to Shareholders.(9)
21	Subsidiaries of the Registrant.(10)
23	Consent of Independent Registered Public Accounting Firm.(10)
31(a)	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)
31(b)	Certification by Guy J. Constant, Executive Vice President, Chief Financial Officer and President of Global Business Development of the Registrant, pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a).(10)
32(a)	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)
32(b)	Certification by Guy J. Constant, Executive Vice President, Chief Financial Officer and President of Global Business Development 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)
99(a)	Proxy Statement of Registrant.(11)
101+	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 March 30, 2011, and incorporated herein by reference.

(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 to be filed on or about 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.

E - 1

(11) To be filed on or about September 17, 2013.

E - 2

EX-13

EXHIBIT 13

BRINKER INTERNATIONAL, INC.

SELECTED FINANCIAL DATA

(In thousands, except per share amounts and number of restaurants)

	Fiscal Years
	2013			2012			2011			2010(a)			2009
Income Statement Data:
Revenues:
Company sales	$	2,766,618		$	2,748,462		$	2,685,441		$	2,803,679		$	3,212,522
Franchise and other revenues	79,480			72,260			75,945			54,819			63,840
Total revenues	2,846,098			2,820,722			2,761,386			2,858,498			3,276,362
Operating Costs and Expenses:
Company restaurants
Cost of sales	758,377			769,729			742,283			816,015			923,668
Restaurant labor	892,413			891,910			886,559			926,474			1,054,078
Restaurant expenses	655,214			649,830			655,060			660,922			784,657
Company restaurant expenses	2,306,004			2,311,469			2,283,902			2,403,411			2,762,403
Depreciation and amortization	131,481			125,054			128,447			135,832			145,220
General and administrative	134,538			143,388			132,834			136,270			147,372
Other gains and charges	17,300			8,974			10,783			28,485			118,612
Total operating costs and expenses	2,589,323			2,588,885			2,555,966			2,703,998			3,173,607
Operating income	256,775			231,837			205,420			154,500			102,755
Interest expense	29,118			26,800			28,311			28,515			33,330
Other, net	(2,658		)	(3,772		)	(6,220		)	(6,001		)	(9,430		)
Income before provision for income taxes	230,315			208,809			183,329			131,986			78,855
Provision for income taxes	66,956			57,577			42,269			28,264			6,734
Income from continuing operations	163,359			151,232			141,060			103,722			72,121
Income from discontinued operations, net of taxes	0			0			0			33,982			7,045
Net income	$	163,359		$	151,232		$	141,060		$	137,704		$	79,166
Basic net income per share:
Income from continuing operations	$	2.28		$	1.93		$	1.55		$	1.02		$	0.71
Income from discontinued operations	$	0.00		$	0.00		$	0.00		$	0.33		$	0.07
Net income per share	$	2.28		$	1.93		$	1.55		$	1.35		$	0.78
Diluted net income per share:
Income from continuing operations	$	2.20		$	1.87		$	1.53		$	1.01		$	0.70
Income from discontinued operations	$	0.00		$	0.00		$	0.00		$	0.33		$	0.07
Net income per share	$	2.20		$	1.87		$	1.53		$	1.34		$	0.77
Basic weighted average shares outstanding	71,788			78,559			90,807			102,287			101,852
Diluted weighted average shares outstanding	74,158			80,664			92,320			103,044			102,713
Balance Sheet Data:
Working capital(b)	$	(191,620	)	$	(203,567	)	$	(181,047	)	$	56,799		$	115,897
Total assets(b)	1,452,603			1,439,408			1,487,762			1,857,713			1,954,032
Long-term obligations(b)	913,035			727,786			643,251			679,088			888,606
Shareholders’ equity	149,357			309,873			438,910			728,748			646,924
Dividends per share	$	0.80		$	0.64		$	0.56		$	0.47		$	0.44
Number of Restaurants Open (End of Period):
Company-operated	877			865			868			871			1,024
Franchised/Joint venture	714			716			711			679			665
Total	1,591			1,581			1,579			1,550			1,689
Revenues of franchisees(c)	$	1,632,076		$	1,609,893		$	1,558,886

____________________________________________________________________

(a) Fiscal year 2010 consisted of 53 weeks while all other periods presented consisted of 52 weeks.

(b) Prior year amounts have been updated to conform with fiscal 2013 presentation.

(c) 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 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

We report certain labor and related expenses in a separate caption on the consolidated statements of 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.

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 26, 2013, we owned, operated, or franchised 1,591 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, consumer confidence and spending levels continued to improve slightly this year; however, the casual dining industry experienced soft sales and traffic. As consumers regain some optimism, it appears that housing and large ticket items are taking priority in part due to historically low interest rates. Slow economic growth has challenged our industry for several years and as a result, our strategies and initiatives have been developed to provide a solid foundation for earnings growth going forward and are appropriate for all operating conditions.

Our current initiatives are designed to drive profitable sales growth and improve the guest experience in our restaurants. We are investing in new kitchen equipment, operations software and remodel initiatives as the core pieces of our strategy. We have now completed the installation of new kitchen equipment in both our company-owned Chili's restaurants and our domestic franchise restaurants. We anticipate that the upgraded equipment will consistently provide a high quality product at a faster pace, enhancing both profitability and guest satisfaction. Based on our robust testing process, we believe the usability and efficiency of the equipment results in significant labor savings over time. Also, the flexibility of our equipment allows for the development of new menu categories that we believe results in increased sales and guest traffic.

All company-owned Chili's restaurants are now operating with an integrated point of sale and back office software system that was designed to enhance the efficiency of our restaurant operations and reporting capabilities. Timely and more detailed reporting in our restaurants will result in improved inventory and labor management while reducing software maintenance costs. Additionally, our management team will have more timely visibility into operating performance and trends which will enhance decision making and improve profitability. We expect to complete the system installation in Maggiano's restaurants by the end of the calendar year.

We have remodeled a significant number of our company-owned Chili's restaurants and plan to continue the initiative at a brisk pace. The remodel design is intended to revitalize Chili's in a way which enhances the relevance of the brand and raises guest expectations regarding the quality of the experience. The design is contemporary while staying true to the Chili's brand heritage. We believe that these updates will positively impact the guest perception of the restaurant in both the dining room and

F-2

bar areas and provide a long-term positive impact to traffic and sales.

We continually evaluate our menu at Chili's to improve quality, freshness and value by introducing new items and improving existing favorites. Chili's new menu innovations this year include several pizza and flatbread choices and lighter entree selections like Mango Chile Chicken and Mango Chile Tilapia. The dessert and appetizer sections of the menu have also been enhanced with new selections like the freshly baked skillet cookie, soft pretzel bread sticks and sweet potato fries. Our two for twenty dollars and lunch combo offerings, which provide our guests an excellent value, have been refreshed with new menu items including pizzas, flatbreads and Southwestern Mac 'n' Cheese with Grilled Chicken. Our new steak selections introduced last year also continue to have a high guest preference and have been enhanced with steak topper add-ons. An emphasis on new products, training and our reimaged bar also resulted in improved bar sales over last year. We believe these changes as well as our ability to develop new and innovative items will further enhance sales and drive incremental traffic. We are committed to offering a compelling everyday menu that provides items our guests 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 strong margin performance. Maggiano's offers a compelling menu and great value with Classic Pasta and Marco's Meal. Kitchen efficiency and inventory controls continue to enhance profitability and strengthen the business model.

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 acquisitions, franchise relationships, joint venture arrangements and equity investments, taking advantage of demographic and eating trends which we believe will accelerate in the international market over the next decade. We completed the acquisition of 11 Chili's restaurants in Alberta, Canada this year and are excited about the potential growth for the Chili's brand in Canada. Our growing franchise operations both domestically and internationally enable us to improve margins as royalty payments impact the bottom line.

The casual dining industry is a 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. 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 further enhance our profitability and return value to our shareholders. 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 2013, 2012, AND 2011

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 income:

	Fiscal Years
	2013		2012		2011
Revenues:
Company sales	97.2	%	97.4	%	97.2	%
Franchise and other revenues	2.8	%	2.6	%	2.8	%
Total revenues	100.0	%	100.0	%	100.0	%
Operating Costs and Expenses:
Company restaurants
Cost of sales (1)	27.4	%	28.0	%	27.6	%
Restaurant labor (1)	32.3	%	32.5	%	33.0	%
Restaurant expenses (1)	23.7	%	23.6	%	24.4	%
Company restaurant expenses (1)	83.4	%	84.1	%	85.0	%
Depreciation and amortization	4.6	%	4.4	%	4.7	%
General and administrative	4.7	%	5.1	%	4.8	%
Other gains and charges	0.6	%	0.3	%	0.4	%
Total operating costs and expenses	91.0	%	91.8	%	92.6	%
Operating income	9.0	%	8.2	%	7.4	%
Interest expense	1.0	%	0.9	%	1.0	%
Other, net	(0.1	)%	(0.1	)%	(0.2	)%
Income before provision for income taxes	8.1	%	7.4	%	6.6	%
Provision for income taxes	2.4	%	2.0	%	1.5	%
Net income	5.7	%	5.4	%	5.1	%
(1)  As a percentage of company sales.

REVENUES

Beginning in fiscal 2013, revenues are presented in two separate captions on the consolidated statements of 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 and gift card redemptions. Franchise and other revenues includes royalties, development fees, franchise fees, Maggiano's banquet service charge income and certain gift card activity (breakage and discounts). Prior year revenue amounts have been reclassified to conform to the fiscal 2013 presentation. These reclassifications have no effect on total revenue or net income previously reported.

F-4

Total revenues for fiscal 2013 increased to $2,846.1 million, a 0.9% increase from the $2,820.7 million generated for fiscal 2012 driven by a 0.7% increase in company sales and a 10.0% increase in franchise and other revenues. The increase in company sales was primarily attributable to an increase in comparable restaurant sales as follows:

	Fiscal Year Ended June 26, 2013
	Comparable Sales		Price Increase		Mix Shift		Traffic		Capacity
Company-owned	0.5	%	1.5	%	0.8	%	(1.8	)%	0.0	%
Chili’s	0.5	%	1.4	%	0.9	%	(1.8	)%	0.0	%
Maggiano’s	0.5	%	1.8	%	0.5	%	(1.8	)%	0.0	%
Franchise (1)	1.9	%
U.S.	1.6	%
International	2.7	%
Domestic (2)	0.8	%
System-wide (3)	1.0	%

____________________________________________________________________

⁽¹⁾  Revenues generated by franchisees are not included in revenues on the consolidated statements of 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⁾  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 franchisee operated restaurants.

Chili’s company sales increased to $2,392.9 million in fiscal 2013, a 0.7% increase from $2,376.4 million in fiscal 2012. The increase was primarily driven by an increase in comparable restaurant sales of 0.5% resulting from increased menu pricing and mix, partially offset by traffic declines.

Maggiano’s company sales increased to $373.7 million in fiscal 2013, a 0.5% increase from $372.0 million in fiscal 2012 driven by increased menu pricing and mix, partially offset by traffic declines.

Franchise and other revenues increased to $79.5 million in fiscal 2013 compared to $72.3 million in fiscal 2012. The increase was driven primarily by a $5.2 million reduction in revenues in the prior year resulting from a change in the estimate of gift card breakage. Royalty revenues increased due to the net addition of nine franchised restaurants during fiscal 2013. Our franchisees generated approximately $1,632 million in sales in fiscal 2013.

Total revenues for fiscal 2012 increased to $2,820.7 million, a 2.1% increase from the $2,761.4 million generated for fiscal 2011 driven by a 2.3% increase in company sales, partially offset by a 4.9% decrease in franchise and other revenues. The increase in company sales was primarily attributable to an increase in comparable restaurant sales as follows:

	Fiscal Year Ended June 27, 2012
	Comparable Sales		Price Increase		Mix Shift		Traffic		Capacity
Company-owned	2.6	%	1.5	%	(0.3	)%	1.4	%	(0.4	)%
Chili’s	2.5	%	1.4	%	(0.4	)%	1.5	%	(0.4	)%
Maggiano’s	3.0	%	2.2	%	0.0	%	0.8	%	0.0	%
Franchise(1)	2.9	%
U.S.	2.4	%
International	4.2	%
Domestic (2)	2.5	%
System-wide (3)	2.7	%

____________________________________________________________________

⁽¹⁾  Revenues generated by franchisees are not included in revenues on the consolidated statements of income; however, we generate royalty revenue and advertising fees based on franchisee revenues, where applicable. We believe including

F-5

franchisee comparable restaurants revenues provides investors information regarding brand performance that is relevant to current operations and may impact future restaurant development.

⁽²⁾  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 franchisee operated restaurants.

Chili’s company sales increased to $2,376.4 million in fiscal 2012, a 2.2% increase from $2,324.4 million in fiscal 2011. The increase was primarily driven by an increase in comparable restaurant sales of 2.5% resulting from improved guest traffic and favorable menu pricing. Company sales were negatively impacted by a decrease in capacity of 0.4% for fiscal 2012 (as measured by average-weighted sales weeks) primarily due to three net restaurant closures during fiscal 2012.

Maggiano’s company sales increased to $372.0 million in fiscal 2012, a 3.0% increase from $361.0 million in fiscal 2011 driven primarily by favorable menu pricing and improved guest traffic.

Franchise and other revenues decreased to $72.3 million in fiscal 2012 compared to $75.9 million in fiscal 2011. The decrease was driven primarily by a $5.2 million reduction in revenues due to a change in the estimate of gift card breakage in fiscal 2012. The decrease was partially offset by an increase in royalty revenues related to the net addition of five franchised restaurants during fiscal 2012. Our franchisees generated approximately $1,610 million in sales in fiscal 2012.

COSTS AND EXPENSES

Cost of sales, as a percent of company sales, decreased 0.6% in fiscal 2013. Cost of sales was positively impacted by favorable commodity usage for proteins, decreased commodity usage by Maggiano's resulting from efforts to reduce waste and increased menu pricing, partially offset by unfavorable commodity pricing for beef and pork. Cost of sales, as a percent of company sales, increased 0.4% in fiscal 2012. Cost of sales was negatively impacted by unfavorable commodity pricing for pork, beef, oils and dairy, partially offset by favorable commodity pricing for chicken and favorable menu pricing.

Restaurant labor, as a percent of company sales, decreased 0.2% in fiscal 2013 primarily driven by reduced hourly labor costs resulting from the installation of new kitchen equipment and lower manager bonuses, partially offset by increased employee health insurance expenses. Restaurant labor, as a percent of company sales, decreased 0.5% in fiscal 2012 primarily driven by decreased hourly labor costs resulting from the installation of new kitchen equipment, changes in the vacation policy and sales leverage related to higher revenue, partially offset by higher salaries and payroll taxes.

Restaurant expenses, as a percent of company sales, increased 0.1% in fiscal 2013 primarily driven by higher worker's compensation insurance expenses and advertising, partially offset by lower repair and maintenance expenses resulting from cost control initiatives and limitations on discretionary spending, lower utilities expense and sales leverage on fixed costs related to higher revenue. Restaurant expenses, as a percent of company sales, decreased 0.8% in fiscal 2012 primarily driven by sales leverage on fixed costs related to higher revenue and lower repair and maintenance expenses. The decrease was also due to reduced credit card fees as a result of the Durbin Amendment, lower worker’s compensation insurance expenses due to favorable claims development and decreased utilities expenses due to lower rates and milder winter weather.

Depreciation and amortization increased $6.4 million in fiscal 2013 primarily due to Chili's reimage, kitchen equipment and software investments in existing restaurants, partially offset by an increase in fully depreciated assets. Depreciation and amortization decreased $3.4 million in fiscal 2012 primarily driven by an increase in fully depreciated assets, restaurant closures and impairments, partially offset by an increase in depreciation due to investments in existing restaurants and asset replacements.

General and administrative expenses decreased $8.9 million in fiscal 2013 primarily due to lower performance based compensation, professional fees and relocation expenses, partially offset by higher stock-based compensation expense driven by a higher grant price in fiscal 2013. General and administrative expenses increased $10.6 million in fiscal 2012 primarily due to a decrease in income resulting from the expiration of the transaction services agreements with On The Border Mexican Grill & Cantina ("On The Border") and Romano's Macaroni Grill ("Macaroni Grill") which was recorded as an offset to general and administrative expenses. The increase was also due to higher relocation expenses, performance based compensation and salary expenses.

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 our 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

F-6

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.

Other gains and charges in fiscal 2012 primarily included $3.2 million of lease termination charges related to previously closed restaurants, $3.1 million of charges related to the impairment of certain underperforming restaurants, $2.6 million of charges related to the impairment of certain liquor licenses, $1.3 million of litigation charges and $0.4 million of long-lived asset impairment charges resulting from closures. These charges were partially offset by net gains of $3.3 million related to land sales.

Other gains and charges in fiscal 2011 consisted of $5.0 million in severance and other benefits resulting from organizational changes, $3.0 million in lease termination charges related to previously closed restaurants and $1.9 million in long-lived asset impairments related to underperforming restaurants that are continuing to operate. Additionally, we recorded $1.5 million related to litigation, partially offset by net gains of $1.7 million related to land sales.

Interest expense increased $2.3 million in fiscal 2013 as a result of higher borrowing balances. Interest expense decreased $1.5 million in fiscal 2012 as a result of lower interest rates on our variable interest rate debt, partially offset by the impact of higher borrowing balances and a $0.4 million write-off of deferred financing fees related to the revision of the unsecured senior credit facility that was executed in August 2011.

Other, net in fiscal 2013, 2012 and 2011 includes $2.3 million, $3.3 million and $5.3 million, respectively, of sublease income from Macaroni Grill and On The Border headquarters and franchisees as part of the respective sale agreements, as well as other subtenants. Other, net in fiscal 2011 also includes $0.6 million of interest income on short-term investment balances.

INCOME TAXES

The effective income tax rate increased to 29.1% for fiscal 2013 from 27.6% in fiscal 2012 primarily due to increased earnings, lower tax credits and lower favorable reserve adjustments related to resolved tax positions, partially offset by the increased tax benefit resulting from higher special item charges in the current year.

The effective income tax rate increased to 27.6% for fiscal 2012 from 23.1% in fiscal 2011 primarily due to increased earnings and lower favorable reserve adjustments related to resolved tax positions.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Cash Flow from Operating Activities

During fiscal 2013, net cash flow provided by operating activities was $290.7 million compared to $303.4 million in the prior year. The decrease was driven by changes in working capital during the fiscal year, partially offset by an increase in earnings in the current year.

The working capital deficit decreased to $191.6 million at June 26, 2013 from $203.6 million at June 27, 2012. The decrease was driven primarily by the timing of operational payments and decreased profit sharing and manager bonus accruals, partially offset by an increase in the gift card liability.

Cash Flow Used In Investing Activities

	2013			2012
Net cash used in investing activities (in thousands):
Payments for property and equipment	$	(131,531	)	$	(125,226	)
Payments for purchase of restaurants	(24,622		)	(3,120		)
Proceeds from sale of assets	17,157			8,112
Insurance recoveries	1,152			0
Investment in equity method investees	0			(3,170		)
	$	(137,844	)	$	(123,404	)

Net cash used in investing activities for fiscal 2013 increased to $137.8 million compared to $123.4 million in the prior year. Capital expenditures increased to $131.5 million for fiscal 2013 compared to $125.2 million for fiscal 2012 driven primarily by the ongoing Chili’s reimage program, purchases of new and replacement restaurant furniture and equipment and increased investments in new equipment and technology related to our kitchen retrofit initiative. We estimate that our capital expenditures during fiscal 2014 will be approximately $150 million to $160 million and will be funded entirely by cash from operations.

F-7

We also purchased 11 Chili's restaurants located in Alberta, Canada from a franchisee for $24.6 million in June 2013. 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

	2013			2012
Net cash used in financing activities (in thousands):
Proceeds from issuance of long-term debt	$	549,528		$	70,000
Purchases of treasury stock	(333,384		)	(287,291		)
Payments on long-term debt	(316,380		)	(18,749		)
Payments on revolving credit facility	(150,000		)	0
Borrowings on revolving credit facility	110,000			40,000
Payments of dividends	(56,343		)	(50,081		)
Proceeds from issuances of treasury stock	41,190			43,416
Excess tax benefits from stock-based compensation	8,778			1,406
Payments for deferred financing costs	(5,969		)	(1,620		)
	$	(152,580	)	$	(202,919	)

Net cash used in financing activities for fiscal 2013 decreased to approximately $152.6 million compared to $202.9 million in the prior year primarily due to $549.5 million in proceeds related to the $550 million public debt offering and increased borrowing on the revolving credit facility. The decrease is partially offset by payments to retire the 5.75% senior notes and pay-off of the revolving credit facility balance as well as higher spending on share repurchases.

We repurchased approximately 9.3 million shares of our common stock for $333.4 million during fiscal 2013. Subsequent to the end of the fiscal year, we repurchased approximately 1.3 million shares for approximately $53 million.

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 require semi-annual interest payments beginning in the second quarter of fiscal 2014.

Our credit facility includes a $250 million revolver and a $250 million term loan and matures in August 2016. During the first two quarters of fiscal 2013, $110.0 million was drawn from the revolver to fund share repurchases. We subsequently repaid the outstanding balance of $150.0 million in the fourth quarter of fiscal 2013 leaving $250 million of credit available under the revolver as of June 26, 2013. During fiscal 2013, we paid our required term loan installments totaling $25.0 million bringing the outstanding balance to $212.5 million. In July 2013, an additional $60 million was borrowed from the revolver primarily to fund share repurchases discussed above.

The term loan and revolving credit facility bear interest at 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 2.50%. Based on our current credit rating, we are paying interest at a rate of LIBOR plus 1.63%. One month LIBOR at June 26, 2013 was approximately 0.20%. As of June 26, 2013, we were in compliance with all financial debt covenants.

As of June 26, 2013, our credit rating by Standard and Poor’s (“S&P”) 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 credit rating by Fitch Ratings ("Fitch") was BBB- (investment grade) with a stable outlook. Our goal is to maintain our investment grade rating from S&P and Fitch and ultimately regain our investment grade rating from Moody’s.

We paid dividends of $56.3 million to common stock shareholders in fiscal 2013 compared to $50.1 million in dividends paid in fiscal 2012. Our Board of Directors approved a 25 percent increase in the quarterly dividend from $0.16 to $0.20 per share effective with the September 2012 dividend. Additionally, we declared a quarterly dividend late in fiscal 2013 which was paid early in fiscal 2014 on June 27, 2013. Subsequent to the end of the fiscal year, 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 which was declared in August 2013. We will continue to target a 40 percent dividend payout ratio to provide additional return to shareholders.

In August 2012, our Board of Directors authorized a $500.0 million increase to our existing share repurchase program resulting in total authorizations of $3,385.0 million. As of June 26, 2013, approximately $333 million was available under our share repurchase authorizations. Subsequent to the end of the fiscal year, our Board of Directors authorized an additional $200

F-8

million in share repurchases, bringing the total authorization to $3,585.0 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 2013, approximately 1.8 million stock options were exercised resulting in cash proceeds of $41.2 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 26, 2013 are as follows:

	Payments Due by Period (in thousands)
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Long-term debt(a)	$	910,786	$	43,125	$	86,250	$	423,579	$	357,832
Capital leases	70,479		5,581		11,498		11,230		42,170
Operating leases	472,142		102,832		174,014		96,207		99,089
Purchase obligations(b)	117,555		26,213		24,477		21,034		45,831
	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	$	250,000	$	0	$	0	$	250,000	$	0

____________________________________________________________________

(a) Long-term debt consists of principal amounts owed on the five-year term loan, 2.60% notes and 3.88% notes, as well as remaining interest payments on the 2.60% and 3.88% notes totaling $148.8 million.

(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, professional services contracts and energy, and exclude agreements that are cancelable without significant penalty.

In addition to the amounts shown in the table above, $6.4 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.

F-9

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

In determining net income for financial statement purposes, 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.

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.

Property and Equipment

Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. The useful lives of the assets are based upon our expectations for the period of time that the asset will be used to generate revenues. We periodically review the assets for changes in circumstances, which may impact their useful lives.

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 projected discounted 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 projected discounted 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. We make assumptions regarding

F-10

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 carry value as of our fiscal 2013 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 2013.

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.

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 cards 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 income. We update our estimate of our breakage rate 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 July 2012, the Financial Accounting Standards Board (“FASB”) updated its guidance on testing indefinite-lived intangible assets for impairment to allow companies the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. Companies electing to perform a qualitative assessment are no longer required to calculate the fair value of an indefinite-lived intangible asset unless the company determines, based on a qualitative assessment, that it is “more likely than not” that the asset is impaired. The updated guidance is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012, which requires that we adopt these provisions beginning in the first quarter of fiscal 2014. We do not expect the adoption of this updated guidance to have a significant impact on our consolidated financial statements.

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 term loan and revolving credit facility. At June 26, 2013, $212.5 million was outstanding under the term loan and no amount 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 26, 2013 would be approximately $2.1 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-11

BRINKER INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Fiscal Years
	2013			2012			2011
Revenues:
Company sales	$	2,766,618		$	2,748,462		$	2,685,441
Franchise and other revenues	79,480			72,260			75,945
Total revenues	2,846,098			2,820,722			2,761,386
Operating Costs and Expenses:
Company restaurants
Cost of sales	758,377			769,729			742,283
Restaurant labor	892,413			891,910			886,559
Restaurant expenses	655,214			649,830			655,060
Company restaurant expenses	2,306,004			2,311,469			2,283,902
Depreciation and amortization	131,481			125,054			128,447
General and administrative	134,538			143,388			132,834
Other gains and charges	17,300			8,974			10,783
Total operating costs and expenses	2,589,323			2,588,885			2,555,966
Operating income	256,775			231,837			205,420
Interest expense	29,118			26,800			28,311
Other, net	(2,658		)	(3,772		)	(6,220		)
Income before provision for income taxes	230,315			208,809			183,329
Provision for income taxes	66,956			57,577			42,269
Net income	$	163,359		$	151,232		$	141,060
Basic net income per share	$	2.28		$	1.93		$	1.55
Diluted net income per share	$	2.20		$	1.87		$	1.53
Basic weighted average shares outstanding	71,788			78,559			90,807
Diluted weighted average shares outstanding	74,158			80,664			92,320
Dividends per share	$	0.80		$	0.64		$	0.56

See accompanying notes to consolidated financial statements.

F-12

BRINKER INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	2013			2012
ASSETS
Current Assets:
Cash and cash equivalents	$	59,367		$	59,103
Accounts receivable	37,842			43,387
Inventories	24,628			25,360
Prepaid expenses and other	71,824			66,359
Income taxes receivable	4,930			1,055
Deferred income taxes	0			2,918
Total current assets	198,591			198,182
Property and Equipment:
Land	147,581			152,382
Buildings and leasehold improvements	1,435,426			1,399,905
Furniture and equipment	580,115			556,304
Construction-in-progress	20,588			11,211
	2,183,710			2,119,802
Less accumulated depreciation and amortization	(1,147,895		)	(1,076,238		)
Net property and equipment	1,035,815			1,043,564
Other Assets:
Goodwill	142,103			125,604
Deferred income taxes	24,064			20,231
Other	52,030			51,827
Total other assets	218,197			197,662
Total assets	$	1,452,603		$	1,439,408
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current installments of long-term debt	$	27,596		$	27,334
Accounts payable	93,326			100,531
Accrued liabilities	268,444			273,884
Deferred income taxes	845			0
Total current liabilities	390,211			401,749
Long-term debt, less current installments	780,121			587,890
Other liabilities	132,914			139,896
Commitments and Contingencies (Notes 9 and 14)
Shareholders’ Equity:
Common stock—250,000,000 authorized shares; $.10 par value; 176,246,649 shares issued and 67,444,099 shares outstanding at June 26, 2013 and 176,246,649 shares issued and 74,342,115 shares outstanding at June 27, 2012	17,625			17,625
Additional paid-in capital	477,420			466,781
Retained earnings	2,217,623			2,112,858
	2,712,668			2,597,264
Less treasury stock, at cost (108,802,550 shares at June 26, 2013 and 101,904,534 shares at June 27, 2012)	(2,563,311		)	(2,287,391		)
Total shareholders’ equity	149,357			309,873
Total liabilities and shareholders’ equity	$	1,452,603		$	1,439,408

See accompanying notes to consolidated financial statements.

F-13

BRINKER INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

	Common Stock				Additional Paid-In Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Total
	Shares		Amount
Balances at June 30, 2010	101,572		$	17,625	$	465,721		$	1,923,561		$	(1,678,159	)	$	0	$	728,748
Net income and comprehensive income	0		0		0			141,060			0			0		141,060
Dividends ($0.56 per share)	0		0		0			(51,432		)	0			0		(51,432		)
Stock-based compensation	0		0		13,381			0			0			0		13,381
Purchases of treasury stock	(20,585	)	0		(1,788		)	0			(420,311		)	0		(422,099		)
Issuances of common stock	1,951		0		(9,821		)	0			42,878			0		33,057
Excess tax shortfall from stock-based compensation	0		0		(3,805		)	0			0			0		(3,805		)
Balances at June 29, 2011	82,938		17,625		463,688			2,013,189			(2,055,592		)	0		438,910
Net income and comprehensive income	0		0		0			151,232			0			0		151,232
Dividends ($0.64 per share)	0		0		0			(51,563		)	0			0		(51,563		)
Stock-based compensation	0		0		13,461			0			0			0		13,461
Purchases of treasury stock	(10,966	)	0		(2,901		)	0			(284,390		)	0		(287,291		)
Issuances of common stock	2,370		0		(9,175		)	0			52,591			0		43,416
Excess tax benefit from stock-based compensation	0		0		1,708			0			0			0		1,708
Balances at June 27, 2012	74,342		17,625		466,781			2,112,858			(2,287,391		)	0		309,873
Net income and comprehensive income	0		0		0			163,359			0			0		163,359
Dividends ($0.80 per share)	0		0		0			(58,594		)	0			0		(58,594		)
Stock-based compensation	0		0		16,610			0			0			0		16,610
Purchases of treasury stock	(9,176	)	0		(5,565		)	0			(327,819		)	0		(333,384		)
Issuances of common stock	2,278		0		(10,709		)	0			51,899			0		41,190
Excess tax benefit from stock-based compensation	0		0		10,303			0			0			0		10,303
Balances at June 26, 2013	67,444		$	17,625	$	477,420		$	2,217,623		$	(2,563,311	)	$	0	$	149,357

See accompanying notes to consolidated financial statements.

F-14

BRINKER INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Fiscal Years
	2013			2012			2011
Cash Flows from Operating Activities:
Net income	$	163,359		$	151,232		$	141,060
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	131,481			125,054			128,447
Restructure charges and other impairments	11,425			10,396			8,427
Deferred income taxes	(4,793		)	11,808			15,277
Net (gain) loss on disposal of assets	(6,905		)	490			(401		)
Stock-based compensation	15,909			13,461			12,789
Loss (Earnings) on equity investments	851			1,350			(1,802		)
Other	363			799			405
Changes in assets and liabilities:
Accounts receivable	5,398			608			1,255
Inventories	908			(15		)	1,341
Prepaid expenses and other	82			(2,984		)	(2,150		)
Other assets	(4,115		)	489			406
Current income taxes	749			(3,874		)	(3,976		)
Accounts payable	(9,339		)	12,188			(21,515		)
Accrued liabilities	(9,995		)	(17,197		)	(15,178		)
Other liabilities	(4,690		)	(367		)	(4,397		)
Net cash provided by operating activities	290,688			303,438			259,988
Cash Flows from Investing Activities:
Payments for property and equipment	(131,531		)	(125,226		)	(70,361		)
Payments for purchase of restaurants	(24,622		)	(3,120		)	0
Proceeds from sale of assets	17,157			8,112			8,696
Insurance recoveries	1,152			0			0
Investment in equity method investees	0			(3,170		)	(2,896		)
Net cash used in investing activities	(137,844		)	(123,404		)	(64,561		)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt	549,528			70,000			0
Purchases of treasury stock	(333,384		)	(287,291		)	(422,099		)
Payments on long-term debt	(316,380		)	(18,749		)	(16,127		)
Payments on revolving credit facility	(150,000		)	0			0
Borrowings on revolving credit facility	110,000			40,000			0
Payments of dividends	(56,343		)	(50,081		)	(53,185		)
Proceeds from issuances of treasury stock	41,190			43,416			33,057
Excess tax benefits from stock-based compensation	8,778			1,406			291
Payments for deferred financing costs	(5,969		)	(1,620		)	0
Net cash used in financing activities	(152,580		)	(202,919		)	(458,063		)
Net change in cash and cash equivalents	264			(22,885		)	(262,636		)
Cash and cash equivalents at beginning of year	59,103			81,988			344,624
Cash and cash equivalents at end of year	$	59,367		$	59,103		$	81,988

See accompanying notes to consolidated financial statements.

F-15

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 26, 2013, we owned, operated, or franchised 1,591 restaurants in the United States and 32 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 2013, 2012, and 2011 which ended on June 26, 2013, June 27, 2012, and June 29, 2011, respectively, each contained 52 weeks.

Beginning in fiscal 2013, revenues are presented in two separate captions on the consolidated statements of 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 and gift card redemptions. Franchise and other revenues includes royalties, development fees, franchise fees, Maggiano's banquet service charge income and certain gift card activity (breakage and discounts). Prior year revenue amounts have been reclassified to conform to the fiscal 2013 presentation. These reclassifications have no effect on total revenue or net income previously reported. Certain other prior year balances in the accompanying consolidated balance sheets have been reclassified to conform with fiscal 2013 presentation. These reclassifications have no effect on our net income as previously reported and an immaterial impact on our prior year consolidated balance sheets.

We report certain labor and related expenses in a separate caption on the consolidated statements of 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 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 cards 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 income. We update our estimate of our breakage rate periodically and, if necessary, adjust the deferred revenue balance accordingly.

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(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 orderly transaction between market participants on the measurement date. In determining fair value, the 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. During fiscal 2013, we completed the implementation of a new restaurant information system for all company-owned Chili’s restaurants and began the implementation process for all Maggiano's restaurants. Inventories located at the converted restaurants are valued using the first-in, first-out or “FIFO” method. All other inventories are stated at the lower of cost (weighted average cost method) or market. The change in inventory valuation methods did not have a material impact on our financial statements.

(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 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 impairment charge for the excess of the carrying amount over the fair value. We determine fair value based on projected discounted 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 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 lesser of the lease term, including renewal options, or 20 years.

(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 $82.8 million, $80.4 million and $80.2 million million in fiscal 2013, 2012, and 2011, respectively, and are included in restaurant expenses in the consolidated statements of income.

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(l) Goodwill

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 within and across our operating segments is 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 projected discounted 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 and no indicators of impairment were identified through the end of fiscal year 2013. See Note 5 for additional disclosures related to goodwill.

We have occasionally acquired restaurants from our franchisees. Goodwill from these acquisitions represents the excess of the cost of a 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 have allocated 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 was based on the relative fair values of the disposal group and the portion of the reporting unit that was retained. We have recognized reacquired rights in connection with previous business combinations; however, we have not sold any restaurants acquired in those combinations. When we have disposed a restaurant brand and all related restaurants, the entire goodwill balance associated with the reporting unit or brand has been included in the disposal group for purposes of determining the gain or loss on the disposition.

(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 other assets.

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 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 utilize a paid loss self-insurance plan for health, general liability and workers’ compensation coverage. Predetermined loss limits have been arranged with insurance companies to limit our per occurrence cash outlay. Accrued and other liabilities include the estimated incurred but unreported costs to settle unpaid claims and estimated future 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.

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(q) Stock-Based Compensation

We measure and recognize compensation cost at fair value for all share-based payments, including stock options. We record compensation expense using a graded-vesting schedule 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 performance goals at the end of a three-year cycle. Performance shares are paid out in common stock and will be fully vested upon issuance. 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 $16.6 million, $13.5 million and $13.4 million for fiscal 2013, 2012 and 2011, respectively. The total income tax benefit recognized in the consolidated statements of income related to stock-based compensation expense was approximately $6.6 million, $5.1 million and $5.7 million during fiscal 2013, 2012 and 2011, respectively.

The weighted average fair values of option grants were $12.94, $9.35 and $7.20 during fiscal 2013, 2012 and 2011, respectively. The fair value of stock options is estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2013		2012		2011
Expected volatility	53.4	%	56.7	%	55.6	%
Risk-free interest rate	0.7	%	0.9	%	1.6	%
Expected lives	5 years		5 years		5 years
Dividend yield	2.4	%	2.6	%	3.1	%

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.

(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 26, 2013, no preferred shares were issued.

(s) Shareholders’ Equity

In August 2012, our Board of Directors authorized a $500.0 million increase to our existing share repurchase program resulting in total authorizations of $3,385.0 million. We repurchased approximately 9.3 million shares of our common stock for $333.4 million during fiscal 2013. As of June 26, 2013, approximately $333 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 2013, approximately 1.8 million stock options were exercised resulting in cash proceeds of $41.2 million.

We paid dividends of $56.3 million to common stock shareholders during fiscal 2013, compared to $50.1 million in the prior year. Additionally, we declared a quarterly dividend of $13.5 million, or $0.20 per share, in June 2013 which was paid on June 27, 2013.

(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 2013, 2012 and 2011 comprehensive income consists of net income.

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(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 193,000 stock options and restricted share awards outstanding at June 26, 2013, 287,000 stock options and restricted share awards outstanding at June 27, 2012, and 1.7 million stock options and restricted share awards outstanding at June 29, 2011 that were not included in the dilutive earnings per share calculation because the effect would have been antidilutive.

(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

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. We are in the process of evaluating the fair value of the reacquired franchise rights through internal studies and third-party valuations. When the valuation process is complete, we will record the reacquired franchise rights at their estimated fair value with a corresponding decrease to goodwill.

The preliminary allocation of the purchase price is as follows (in thousands):    

Current assets	341
Property and equipment	8,017
Goodwill	16,499
Other assets	585
Total assets acquired	25,442
Current liabilities	25
Other liabilities	795
Total liabilities assumed	820
Net assets acquired	24,622

The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill. We expect the majority of the goodwill balance to be 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 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.

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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. We made a $1.6 million capital contribution to the joint venture in fiscal 2011. At June 26, 2013, 32 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 income due to the immaterial nature of the amounts.

In fiscal 2011, we entered into a joint venture investment with BTTO Participacoes Ltda (“BTTO”) to develop Chili's restaurants in Brazil. We made capital contributions of $1.6 million and $1.3 million to the joint venture during fiscal 2012 and 2011, respectively. One restaurant opened in September 2011. We accounted for this investment under the equity method of accounting until April 2012 when we purchased BTTO’s interest in the joint venture for approximately $1.5 million 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 income. The restaurant was subsequently closed in July 2013.

(b) Other Dispositions

In April 2013, we sold our remaining 16.6% 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 income in fiscal 2013.

4. OTHER GAINS AND CHARGES

	2013			2012			2011
Loss on extinguishment of debt	$	15,768		$	0		$	0
Gain on the sale of assets, net (see Note 3)	(11,228		)	(3,306		)	(2,100		)
Restaurant impairment charges	5,276			3,139			1,937
Restaurant closure charges	3,637			4,655			4,515
Severance and other benefits	2,235			0			5,034
Impairment of liquor licenses	170			2,641			0
Other	1,442			1,845			1,397
	$	17,300		$	8,974		$	10,783

In June 2013, we redeemed our 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. See Note 8 for additional disclosures related to fiscal 2013 and 2012 activity.

In fiscal 2013, we recognized gains of $11.2 million on the sale of assets, including 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.

We recorded impairment charges for the excess of the carrying amount of property and equipment over the fair value related to underperforming restaurants that are continuing to operate. Restaurant impairment charges were $5.3 million, $3.1 million and $1.9 million during fiscal 2013, 2012 and 2011, respectively. The fiscal 2013 charge of $5.3 million primarily includes the impairment of the company-owned restaurant in Brazil. Additionally, we recorded $0.2 million and $2.6 million of impairment charges in fiscal 2013 and 2012, respectively, for the excess of the carrying amount of certain transferable liquor licenses over their fair value. See Note 10 for fair value disclosures related to the fiscal 2013 and 2012 charges.

We recorded charges of $3.6 million, $4.7 million and $4.5 million during fiscal 2013, 2012, and 2011, respectively, primarily consisting of lease termination charges associated with restaurants closed in prior years. Additionally, the charge for fiscal 2012 included $0.4 million of long-lived asset impairment charges resulting from closures.

During fiscal 2013 and 2011, we made organizational changes designed to better align our staff in support of our strategic goals and evolving business model. We incurred $2.2 million and $5.0 million in severance and other benefits resulting from these

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actions in fiscal 2013 and 2011, respectively. The severance charges are net of income related to the forfeiture of stock-based compensation awards.

5. GOODWILL

The changes in the carrying amount of goodwill for the fiscal years ended June 26, 2013 and June 27, 2012 are as follows (in thousands):

	2013			2012
Balance at beginning of year:
Goodwill	$	188,438		$	186,923
Accumulated impairment losses(a)	(62,834		)	(62,834		)
	125,604			124,089
Changes in goodwill:
Additions(b)	16,499			1,515
Balance at end of year:
Goodwill	204,937			188,438
Accumulated impairment losses	(62,834		)	(62,834		)
	$	142,103		$	125,604

____________________________________________________________________

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

(b) Additions for the current year reflect the preliminary goodwill acquired as a result of the purchase of restaurants from a franchisee.

6. ACCRUED AND OTHER LIABILITIES

Accrued liabilities consist of the following (in thousands):

	2013		2012
Payroll	$	77,238	$	87,414
Gift cards	91,893		86,332
Sales tax	18,613		18,785
Insurance	17,743		17,130
Property tax	14,119		14,257
Dividends	13,511		11,948
Other	35,327		38,018
	$	268,444	$	273,884

Other liabilities consist of the following (in thousands):

	2013		2012
Straight-line rent	$	58,150	$	57,418
Insurance	38,602		44,668
Landlord contributions	24,029		26,260
Unrecognized tax benefits	5,055		4,722
Other	7,078		6,828
	$	132,914	$	139,896

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7. INCOME TAXES

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

	2013			2012		2011
Current income tax expense:
Federal	$	46,852		$	27,707	$	16,596
State	11,800			7,056		1,694
Foreign	2,879			5,098		2,046
Total current income tax expense	61,531			39,861		20,336
Deferred income tax expense (benefit):
Federal	7,344			16,520		20,507
State	(1,919		)	1,196		1,426
Total deferred income tax expense	5,425			17,716		21,933
	$	66,956		$	57,577	$	42,269

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):

	2013			2012			2011
Income tax expense at statutory rate	$	80,610		$	73,083		$	64,165
FICA tax credit	(16,450		)	(16,609		)	(15,779		)
State income taxes, net of Federal benefit	6,368			4,750			(316		)
Other	(3,572		)	(3,647		)	(5,801		)
	$	66,956		$	57,577		$	42,269

The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities as of June 26, 2013 and June 27, 2012 are as follows (in thousands):

	2013		2012
Deferred income tax assets:
Leasing transactions	$	40,662	$	41,393
Stock-based compensation	13,250		12,577
Restructure charges and impairments	2,885		3,231
Insurance reserves	18,595		19,425
Employee benefit plans	544		577
Gift cards	13,171		11,296
Other, net	10,903		10,294
Total deferred income tax assets	100,010		98,793
Deferred income tax liabilities:
Prepaid expenses	15,776		14,306
Goodwill and other amortization	25,333		23,879
Depreciation and capitalized interest on property and equipment	32,160		33,617
Other, net	3,522		3,842
Total deferred income tax liabilities	76,791		75,644
Net deferred income tax asset	$	23,219	$	23,149

F-23

A reconciliation of unrecognized tax benefits for the fiscal years ended June 26, 2013 and June 27, 2012 are as follows (in thousands):

	2013			2012
Balance at beginning of year	$	7,336		$	9,142
Additions based on tax positions related to the current year	754			927
Additions based on tax positions related to prior years	7			260
Settlements with tax authorities	(930		)	0
Expiration of statute of limitations	(779		)	(2,993		)
Balance at end of year	$	6,388		$	7,336

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 $4.3 million and $5.0 million as of June 26, 2013 and June 27, 2012, 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 $0.6 million ($0.4 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 2013, we recognized an expense of approximately $0.5 million in interest. During fiscal 2012 and 2011, we recognized benefits of approximately $0.3 million and$1.8 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 26, 2013, we had $2.1 million ($1.5 million net of a $0.6 million Federal deferred tax benefit) of interest and penalties accrued, compared to $2.9 million ($2.0 million net of a $0.9 million Federal deferred tax benefit) at June 27, 2012.

8. DEBT

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

	2013			2012
3.88% notes	$	299,707		$	0
2.60% notes	249,829			0
Term loan	212,500			237,500
5.75% notes	0			289,709
Revolving credit facility	0			40,000
Capital lease obligations (see Note 9)	45,681			48,015
	807,717			615,224
Less current installments	(27,596		)	(27,334		)
	$	780,121		$	587,890

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 require semi-annual interest payments beginning in the second quarter of fiscal 2014.

Our credit facility includes a $250 million revolver and a $250 million term loan and matures in August 2016. During the first two quarters of fiscal 2013, $110.0 million was drawn from the revolver to fund share repurchases. We subsequently repaid the outstanding balance of $150.0 million in the fourth quarter of fiscal 2013 leaving $250 million of credit available under the revolver as of June 26, 2013. During fiscal 2013, we paid our required term loan installments totaling $25.0 million bringing the outstanding balance to $212.5 million.

The term loan and revolving credit facility bear interest at 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 2.50%. Based on our current credit rating, we are paying interest at a rate of LIBOR plus 1.63%. One month LIBOR at June 26, 2013 was approximately 0.20%.

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.

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Excluding capital lease obligations (see Note 9) and interest, our long-term debt maturities for the five years following June 26, 2013 are as follows (in thousands):

Fiscal Year	Long-Term Debt
2014	$	25,000
2015	25,000
2016	25,000
2017	137,500
2018	249,829
Thereafter	299,707
	$	762,036

9. LEASES

(a) Capital Leases

We lease certain buildings under capital leases. The asset value of $39.0 million at June 26, 2013 and $39.4 million at June 27, 2012, and the related accumulated amortization of $18.2 million and $16.2 million at June 26, 2013 and June 27, 2012, 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 having terms expiring at various dates through fiscal 2093. The restaurant leases have renewal clauses of 1 to 35 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):

	2013		2012		2011
Straight-lined minimum rent	$	88,773	$	88,194	$	87,969
Contingent rent	3,637		3,752		4,138
Other	9,296		9,344		8,860
Total rent expense	$	101,706	$	101,290	$	100,967

(c) Commitments

As of June 26, 2013, future minimum lease payments on capital and operating leases were as follows (in thousands):

Fiscal Year	Capital Leases			Operating Leases
2014	$	5,581		$	102,832
2015	5,692			93,741
2016	5,806			80,273
2017	5,709			57,389
2018	5,521			38,818
Thereafter	42,170			99,089
Total minimum lease payments(a)	70,479			$	472,142
Imputed interest (average rate of 7%)	(24,798		)
Present value of minimum lease payments	45,681
Less current installments	(2,596		)
	$	43,085

____________________________________________________________________

(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 $37.4 million and $54.8 million for capital and operating subleases, respectively.

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10. FAIR VALUE DISCLOSURES

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

In fiscal 2013, assets primarily related to three underperforming restaurants including the company-owned Chili's in Brazil with a carrying value of $5.6 million were written down to their fair value of $0.3 million resulting in an impairment charge of $5.3 million. In fiscal 2012, assets primarily related to three underperforming restaurants with a carrying value of $4.7 million were written down to their fair value of $1.6 million resulting in an impairment charge of $3.1 million. We determined fair value based on projected discounted 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.

In fiscal 2013, one transferable liquor license with a carrying value of $0.3 million was written down to the fair value of $0.1 million resulting in an impairment charge of $0.2 million. In fiscal 2012, certain transferable liquor licenses with a carrying value of $6.7 million were written down to their fair value of $4.1 million resulting in an impairment charge of $2.6 million. We determined fair value based on prices in the open market for licenses in same or similar jurisdictions.

All impairment charges related to underperforming restaurants and liquor licenses were included in other gains and charges in the consolidated statement of 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 26, 2013 and June 27, 2012 (in thousands):

	Fair Value Measurements Using
	(Level 1)		(Level 2)		(Level 3)		Total
Long-lived assets held for use:
At June 26, 2013	$	0	$	0	$	333	$	333
At June 27, 2012	$	0	$	0	$	1,586	$	1,586
Liquor licenses:
At June 26, 2013	$	0	$	100	$	0	$	100
At June 27, 2012	$	0	$	4,109	$	0	$	4,109

(b) Other Financial Instruments

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximates their carrying amounts while the fair value of the 2.60% notes, 3.88% notes, and 5.75% notes is based on quoted market prices. At June 26, 2013, the 2.60% notes had a carrying value of $249.8 million and a fair value of $244.2 million and the 3.88% notes had a carrying value of $299.7 million and a fair value of $279.5 million. At June 27, 2012, the 5.75% notes had a carrying value of $289.7 million and a fair value of $310.2 million.

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”). The total number of shares authorized for issuance to employees and non-employee directors and consultants under the Plans is currently 35.3 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 to 10 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.

F-26

Transactions during fiscal 2013 were as follows (in thousands, except option prices):

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Options outstanding at June 27, 2012	4,354		$	22.07
Granted	312		34.73
Exercised	(1,825	)	22.57
Forfeited or canceled	(116	)	23.31
Options outstanding at June 26, 2013	2,725		$	23.13	4.0	$	42,224
Options exercisable at June 26, 2013	1,709		$	21.94	2.7	$	28,524

At June 26, 2013, unrecognized compensation expense related to stock options totaled approximately $3.1 million and will be recognized over a weighted average period of 1.9 years. The intrinsic value of options exercised totaled approximately $22.4 million, $12.6 million and $5.5 million during fiscal 2013, 2012 and 2011, respectively. The tax benefit realized on options exercised totaled approximately $8.1 million, $4.8 million and $2.1 million during fiscal 2013, 2012 and 2011, respectively.

(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 2013 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 27, 2012	2,217		$	14.86
Granted	539		35.41
Vested	(653	)	11.39
Forfeited	(180	)	21.93
Restricted share awards outstanding at June 26, 2013	1,923		$	21.15

At June 26, 2013, unrecognized compensation expense related to restricted share awards totaled approximately $12.6 million and will be recognized over a weighted average period of 2.4 years. The fair value of shares that vested during fiscal 2013, 2012, and 2011 totaled approximately $22.0 million, $11.5 million and $7.5 million, respectively.

12. SAVINGS PLANS

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 2013, 2012, and 2011, we contributed approximately $7.2 million, $6.7 million, and $6.3 million, respectively.

F-27

We also sponsor a non-qualified defined contribution plan covering a select group of highly compensated employees, as defined in the plan. Eligible employees are allowed to defer receipt of up to 50% of their base compensation and bonus, as defined in the plan. There is no company match, but employee contributions earn interest based on a rate determined and announced in November prior to the start of the plan year. Employee contributions and earnings thereon vest immediately. A Rabbi Trust is used to fund obligations of the non-qualified plan. The market value of the trust assets is included in other assets and the liability to plan participants is included in other liabilities.

13. SUPPLEMENTAL CASH FLOW INFORMATION

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

	2013		2012		2011
Income taxes, net of refunds	$	60,291	$	47,514	$	38,340
Interest, net of amounts capitalized (a)	41,504		24,455		25,810

____________________________________________________________________

^(a) Interest includes $15.3 million of interest paid upon retirement of our 5.75% notes in June 2013.

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

	2013		2012		2011
Retirement of fully depreciated assets	$	55,427	$	77,249	$	60,175

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 26, 2013 and June 27, 2012, we have outstanding lease guarantees or are secondarily liable for $132.6 million and $142.6 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 2014 through fiscal 2024. 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 26, 2013, as the likelihood of default by the buyers on the assignment agreements was deemed to be less than probable.

We provide letters of credit to various insurers to collateralize obligations for outstanding claims. As of June 26, 2013, we had $22.4 million in undrawn standby letters of credit outstanding. All standby letters of credit are renewable annually.

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. The lawsuit sought penalties and attorney’s fees and was certified as a class action by the trial court in July 2006. In July 2008, the California Court of Appeal decertified the class action on all claims with prejudice. In October 2008, the California Supreme Court granted a writ to review the decision of the Court of Appeal and oral arguments were heard by the California Supreme Court on November 8, 2011. On April 12, 2012, the California Supreme Court issued an opinion affirming in part, reversing in part, and remanding in part for further proceedings. The California Supreme Court’s opinion resolved many of the legal standards for meal periods and rest breaks in our California restaurants and we intend to vigorously defend our position on the remaining issues upon remand to the trial court. It is not possible at this time to reasonably estimate the possible loss or range of loss, if any.

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.

F-28

15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following table summarizes the unaudited consolidated quarterly results of operations for fiscal 2013 and 2012 (in thousands, except per share amounts):

	Fiscal Year 2013 Quarters Ended
	Sept. 26		Dec. 26		March 27		June 26
Revenues	$	683,507	$	689,764	$	742,759	$	730,068
Income before provision for income taxes	$	40,452	$	55,226	$	72,814	$	61,823
Net income	$	27,864	$	37,177	$	51,951	$	46,367
Basic net income per share	$	0.38	$	0.51	$	0.73	$	0.67
Diluted net income per share	$	0.36	$	0.50	$	0.71	$	0.64
Basic weighted average shares outstanding	73,903		72,560		71,067		69,607
Diluted weighted average shares outstanding	76,558		74,720		73,341		71,999

	Fiscal Year 2012 Quarters Ended
	Sept. 28		Dec. 28		March 28		June 27
Revenues	$	668,402	$	681,904	$	742,045	$	728,371
Income before provision for income taxes	$	33,631	$	50,265	$	62,565	$	62,348
Net income	$	23,621	$	35,674	$	44,933	$	47,004
Basic net income per share	$	0.29	$	0.45	$	0.58	$	0.63
Diluted net income per share	$	0.28	$	0.44	$	0.56	$	0.61
Basic weighted average shares outstanding	81,744		79,840		77,582		75,070
Diluted weighted average shares outstanding	83,583		81,655		79,735		77,682

Net income for fiscal year 2013 included a $15.8 million loss on extinguishment of debt in the fourth quarter. Long-lived asset impairments of $0.7 million and $4.6 million were recorded in the second and fourth quarter, respectively. Severance charges of $1.3 million and $1.0 million were incurred during the third and fourth quarters, respectively. Additionally, net income also included lease termination charges related to previously closed restaurants of $0.4 million, $1.1 million and $0.6 million in the first, second and fourth quarters, respectively. These charges were partially offset by an $8.3 million gain on the sale of our remaining interest in Macaroni Grill in the fourth quarter and net gains of $2.3 million and $0.4 million related to land sales in the second and fourth quarter, respectively.

Net income for fiscal year 2012 included lease termination charges related to previously closed restaurants of $0.5 million, $1.9 million and $0.8 million in the first, second and third quarters, respectively. Long-lived asset impairments of $1.1 million and $2.0 million were recorded in the second and fourth quarters, respectively. Additionally, net income also included $2.6 million of liquor license impairment charges in the fourth quarter. These charges were partially offset by net gains of $1.3 million and $2.0 million related to land sales in the first and fourth quarters, respectively.

F-29

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 26, 2013 and June 27, 2012, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended June 26, 2013. 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 26, 2013 and June 27, 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended June 26, 2013 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), the Company's internal control over financial reporting as of June 26, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 26, 2013 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

KPMG LLP

Dallas, TX

August 26, 2013

F-30

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Brinker International, Inc.:

We have audited Brinker International, Inc. and subsidiaries' (“the Company”) internal control over financial reporting as of June 26, 2013, based on criteria established in Internal Control-Integrated Framework 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, the Company maintained, in all material respects, effective internal control over financial reporting as of June 26, 2013, based on criteria established in Internal Control-Integrated Framework 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 26, 2013 and June 27, 2012, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 26, 2013, and our report dated August 26, 2013 expressed an unqualified opinion on those consolidated financial statements.

KPMG LLP

Dallas, TX

August 26, 2013

F-31

MANAGEMENT’S RESPONSIBILITY FOR 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 estimate 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 auditors were valid and appropriate.

We maintain a system of internal controls 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 significant 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 auditors, internal auditors, and management. Both our independent auditors 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 controls as of and for the year ended June 26, 2013 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 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 26, 2013.

Because of inherent limitations, 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.

The effectiveness of our internal control over financial reporting as of June 26, 2013 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/ GUY J. CONSTANT

GUY J. CONSTANT

Executive Vice President, Chief Financial Officer and President of Global Business Development

F-32

EX-21

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 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 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

CGB COMERCIO DE ALIMENTOS E BEBIDAS LTDA., a Brazil limited liability company

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 TYSON’S, INC., a Virginia corporation

MAGGIANO’S TEXAS, INC., a Delaware corporation

BIPC MANAGEMENT, LLC, a Delaware limited liability company

BIPC ME JLT, a Dubai Free-Zone company

BIPC INVESTMENTS, LLC, a Delaware limited liability company

BRINKER INTERNATIONAL GOLF CLASSIC, a Texas non-profit corporation

BRINKER FAMILY FUND, INC., a Delaware non-profit corporation

EX-23

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, and 333-157050 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 26, 2013, with respect to the consolidated balance sheets of Brinker International, Inc. as of June 26, 2013 and June 27, 2012, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 26, 2013, and the effectiveness of internal control over financial reporting as of June 26, 2013, which reports appear in the 2013 Annual Report to Shareholders on Form 10-K of Brinker International, Inc.

KPMG LLP

Dallas, Texas

August 26, 2013

EX-31.(A)

Exhibit 31(a)

CERTIFICATION

I, Wyman T. Roberts, 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 annual 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 annual 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 26, 2013

/S/ WYMAN T. ROBERTS

Wyman T. Roberts,

Chief Executive Officer & President and President of Chili's Grill & Bar

(Principal Executive Officer)

EX-31.(B)

Exhibit 31(b)

CERTIFICATION

I, Guy J. Constant, 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 26, 2013

/S/ GUY J. CONSTANT

Guy J. Constant

Executive Vice President, Chief Financial Officer and President of Global Business Development
(Principal Financial Officer)

EX-32.(A)

Exhibit 32(a)

CERTIFICATION

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 26, 2013 (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 26, 2013

By:	/S/ WYMAN T. ROBERTS
Name:	Wyman T. Roberts
Title:	President, Chief Executive Officer and President of Chili's Grill & Bar (Principal Executive Officer)

EX-32.(B)

Exhibit 32(b)

CERTIFICATION

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 26, 2013 (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 26, 2013

By:	/S/ GUY J. CONSTANT
Name:	Guy J. Constant
Title:	Executive Vice President, Chief Financial Officer and President of Global Business Development (Principal Financial Officer)

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FAIR VALUE DISCLOSURES

12 Months Ended

Jun. 26, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

FAIR VALUE DISCLOSURES

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

In fiscal 2013, assets primarily related to three underperforming restaurants including the company-owned Chili's in Brazil with a carrying value of $5.6 million were written down to their fair value of $0.3 million resulting in an impairment charge of $5.3 million. In fiscal 2012, assets primarily related to three underperforming restaurants with a carrying value of $4.7 million were written down to their fair value of $1.6 million resulting in an impairment charge of $3.1 million. We determined fair value based on projected discounted 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.

In fiscal 2013, one transferable liquor license with a carrying value of $0.3 million was written down to the fair value of $0.1 million resulting in an impairment charge of $0.2 million. In fiscal 2012, certain transferable liquor licenses with a carrying value of $6.7 million were written down to their fair value of $4.1 million resulting in an impairment charge of $2.6 million. We determined fair value based on prices in the open market for licenses in same or similar jurisdictions.

All impairment charges related to underperforming restaurants and liquor licenses were included in other gains and charges in the consolidated statement of 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 26, 2013 and June 27, 2012 (in thousands):

	Fair Value Measurements Using
	(Level 1)		(Level 2)		(Level 3)		Total
Long-lived assets held for use:
At June 26, 2013	$	0	$	0	$	333	$	333
At June 27, 2012	$	0	$	0	$	1,586	$	1,586
Liquor licenses:
At June 26, 2013	$	0	$	100	$	0	$	100
At June 27, 2012	$	0	$	4,109	$	0	$	4,109

(b) Other Financial Instruments

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximates their carrying amounts while the fair value of the 2.60% notes, 3.88% notes, and 5.75% notes is based on quoted market prices. At June 26, 2013, the 2.60% notes had a carrying value of $249.8 million and a fair value of $244.2 million and the 3.88% notes had a carrying value of $299.7 million and a fair value of $279.5 million. At June 27, 2012, the 5.75% notes had a carrying value of $289.7 million and a fair value of $310.2 million.

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Leases (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012
Leases [Abstract]
Capital lease asset value	$ 39.0	$ 39.4
Capital lease accumulated amortization	$ 18.2	$ 16.2
Minimum lease renewal term at Company's option, years	1 year
Maximum lease renewal term at Company's option, years	35 years

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 26, 2013	Jun. 27, 2012
Common stock, authorized shares	250,000,000	250,000,000
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares issued	176,246,649	176,246,649
Common stock, shares outstanding	67,444,099	74,342,115
Treasury stock, shares	108,802,550	101,904,534

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INVESTMENTS AND OTHER DISPOSITIONS

12 Months Ended

Jun. 26, 2013

Disclosure Investments And Other Dispositions Narrative [Abstract]

INVESTMENTS AND OTHER DISPOSITIONS

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. We made a $1.6 million capital contribution to the joint venture in fiscal 2011. At June 26, 2013, 32 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 income due to the immaterial nature of the amounts.

In fiscal 2011, we entered into a joint venture investment with BTTO Participacoes Ltda (“BTTO”) to develop Chili's restaurants in Brazil. We made capital contributions of $1.6 million and $1.3 million to the joint venture during fiscal 2012 and 2011, respectively. One restaurant opened in September 2011. We accounted for this investment under the equity method of accounting until April 2012 when we purchased BTTO’s interest in the joint venture for approximately $1.5 million 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 income. The restaurant was subsequently closed in July 2013.

(b) Other Dispositions

In April 2013, we sold our remaining 16.6% 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 income in fiscal 2013.

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Jun. 26, 2013

Disclosure Nature Of Operations And Summary Of Significant Accounting Policies Narrative [Abstract]

Fair Value Assumptions Using The Black-Scholes Option-Pricing Model

The fair value of stock options is estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2013		2012		2011
Expected volatility	53.4	%	56.7	%	55.6	%
Risk-free interest rate	0.7	%	0.9	%	1.6	%
Expected lives	5 years		5 years		5 years
Dividend yield	2.4	%	2.6	%	3.1	%

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Fair Value Disclosures (Narrative) (Detail) (USD $)	12 Months Ended
	Jun. 26, 2013 Restaurants	Jun. 27, 2012 Restaurants
Debt Instrument [Line Items]
Number of under-performing restaurants	3	3
Carrying value of impaired long-lived assets	$ 5,600,000	$ 4,700,000
Fair value of impaired long-lived asset	333,000	1,586,000
Impairment of long-lived assets	5,300,000	3,100,000
Carrying value of notes	762,036,000
Liquor Licenses [Member]
Debt Instrument [Line Items]
Carrying value of impaired long-lived assets	300,000	6,700,000
Fair value of impaired long-lived asset	100,000	4,109,000
Impairment of long-lived assets	200,000	2,600,000
Five Year Notes [Member]
Debt Instrument [Line Items]
Stated interest rate	2.60%
Senior notes	249,829,000	0
Fair value of notes	244,200,000
Ten Year Notes [Member]
Debt Instrument [Line Items]
Stated interest rate	3.88%
Senior notes	299,707,000	0
Fair value of notes	279,500,000
5.75% Notes [Member]
Debt Instrument [Line Items]
Stated interest rate	5.75%
Senior notes	0	289,709,000
Fair value of notes		310,200,000
Carrying value of notes		$ 289,700,000

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STOCK-BASED COMPENSATION

12 Months Ended

Jun. 26, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

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”). The total number of shares authorized for issuance to employees and non-employee directors and consultants under the Plans is currently 35.3 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 to 10 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 2013 were as follows (in thousands, except option prices):

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Options outstanding at June 27, 2012	4,354		$	22.07
Granted	312		34.73
Exercised	(1,825	)	22.57
Forfeited or canceled	(116	)	23.31
Options outstanding at June 26, 2013	2,725		$	23.13	4.0	$	42,224
Options exercisable at June 26, 2013	1,709		$	21.94	2.7	$	28,524

At June 26, 2013, unrecognized compensation expense related to stock options totaled approximately $3.1 million and will be recognized over a weighted average period of 1.9 years. The intrinsic value of options exercised totaled approximately $22.4 million, $12.6 million and $5.5 million during fiscal 2013, 2012 and 2011, respectively. The tax benefit realized on options exercised totaled approximately $8.1 million, $4.8 million and $2.1 million during fiscal 2013, 2012 and 2011, respectively.

(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 2013 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 27, 2012	2,217		$	14.86
Granted	539		35.41
Vested	(653	)	11.39
Forfeited	(180	)	21.93
Restricted share awards outstanding at June 26, 2013	1,923		$	21.15

At June 26, 2013, unrecognized compensation expense related to restricted share awards totaled approximately $12.6 million and will be recognized over a weighted average period of 2.4 years. The fair value of shares that vested during fiscal 2013, 2012, and 2011 totaled approximately $22.0 million, $11.5 million and $7.5 million, respectively.

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Income Taxes (Deferred Income Tax Assets And Liabilities) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 26, 2013	Jun. 27, 2012
Deferred income tax assets:
Leasing transactions	$ 40,662	$ 41,393
Stock-based compensation	13,250	12,577
Restructure charges and impairments	2,885	3,231
Insurance reserves	18,595	19,425
Employee benefit plans	544	577
Gift cards	13,171	11,296
Other, net	10,903	10,294
Total deferred income tax assets	100,010	98,793
Deferred income tax liabilities:
Prepaid expenses	15,776	14,306
Goodwill and other amortization	25,333	23,879
Depreciation and capitalized interest on property and equipment	32,160	33,617
Other, net	3,522	3,842
Total deferred income tax liabilities	76,791	75,644
Net deferred income tax asset	$ 23,219	$ 23,149

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Fair Value Disclosures (Assets Measured At Fair Value On Non-Recurring Basis) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 26, 2013	Jun. 27, 2012
Fair Value Disclosures [Line Items]
Fair value of impaired long-lived asset	$ 333	$ 1,586
Liquor Licenses [Member]
Fair Value Disclosures [Line Items]
Fair value of impaired long-lived asset	100	4,109
Fair Value Measurements Using Level 1 [Member]
Fair Value Disclosures [Line Items]
Fair value of impaired long-lived asset	0	0
Fair Value Measurements Using Level 1 [Member] | Liquor Licenses [Member]
Fair Value Disclosures [Line Items]
Fair value of impaired long-lived asset	0	0
Fair Value Measurements Using Level 2 [Member]
Fair Value Disclosures [Line Items]
Fair value of impaired long-lived asset	0	0
Fair Value Measurements Using Level 2 [Member] | Liquor Licenses [Member]
Fair Value Disclosures [Line Items]
Fair value of impaired long-lived asset	100	4,109
Fair Value Measurements Using Level 3 [Member]
Fair Value Disclosures [Line Items]
Fair value of impaired long-lived asset	333	1,586
Fair Value Measurements Using Level 3 [Member] | Liquor Licenses [Member]
Fair Value Disclosures [Line Items]
Fair value of impaired long-lived asset	$ 0	$ 0

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Acquisition (Details) (USD $)				0 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011	Jun. 01, 2013 Chili's Restaurants [Member] restaurant	Jun. 26, 2013 Chili's Restaurants [Member]
Business Acquisition [Line Items]
Number of restaurants acquired				11
Acquisition of restaurants price				$ 24,622,000
Current assets					341,000
Property and equipment					8,017,000
Goodwill	142,103,000	125,604,000	124,089,000		16,499,000
Other assets					585,000
Total assets acquired					25,442,000
Current liabilities					25,000
Other liabilities					795,000
Total liabilities assumed					820,000
Net assets acquired					24,622,000
Acquisition related expenses incurred				$ 400,000

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GOODWILL (Tables)

12 Months Ended

Jun. 26, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Changes In Carrying Amount Of Goodwill

The changes in the carrying amount of goodwill for the fiscal years ended June 26, 2013 and June 27, 2012 are as follows (in thousands):

	2013			2012
Balance at beginning of year:
Goodwill	$	188,438		$	186,923
Accumulated impairment losses(a)	(62,834		)	(62,834		)
	125,604			124,089
Changes in goodwill:
Additions(b)	16,499			1,515
Balance at end of year:
Goodwill	204,937			188,438
Accumulated impairment losses	(62,834		)	(62,834		)
	$	142,103		$	125,604

____________________________________________________________________

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

(b) Additions for the current year reflect the preliminary goodwill acquired as a result of the purchase of restaurants from a franchisee.

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OTHER GAINS AND CHARGES (Tables)

12 Months Ended

Jun. 26, 2013

Disclosure Other Gains And Charges [Abstract]

Schedule Of Other Gains And Charges

	2013			2012			2011
Loss on extinguishment of debt	$	15,768		$	0		$	0
Gain on the sale of assets, net (see Note 3)	(11,228		)	(3,306		)	(2,100		)
Restaurant impairment charges	5,276			3,139			1,937
Restaurant closure charges	3,637			4,655			4,515
Severance and other benefits	2,235			0			5,034
Impairment of liquor licenses	170			2,641			0
Other	1,442			1,845			1,397
	$	17,300		$	8,974		$	10,783

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Income Taxes (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Income Tax Disclosure [Line Items]
Statutory Federal income tax rate	35.00%
Amount that would affect the effective tax rate if recognized	$ 4.3	$ 5.0
Potential reduction in unrecognized tax benefits due to expiration of statutes or sustained tax positions	0.6
Recognized expense in interest	0.5	(0.3)	(1.8)
Income tax penalties and interest accrued	2.1	2.9
Income tax penalties and interest accrued, net of deferred tax benefits	1.5	2.0
Federal deferred tax benefit	0.6	0.9
Anticipated Outcome During Next Twelve Months [Member]
Income Tax Disclosure [Line Items]
Amount that would affect the effective tax rate if recognized	$ 0.4

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SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

12 Months Ended

Jun. 26, 2013

Supplemental Cash Flow Information [Abstract]

Cash Paid For Interest And Income Taxes

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

	2013		2012		2011
Income taxes, net of refunds	$	60,291	$	47,514	$	38,340
Interest, net of amounts capitalized (a)	41,504		24,455		25,810

____________________________________________________________________

^(a) Interest includes $15.3 million of interest paid upon retirement of our 5.75% notes in June 2013.

Non-Cash Investing Activities

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

	2013		2012		2011
Retirement of fully depreciated assets	$	55,427	$	77,249	$	60,175

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Other Gains And Charges (Schedule Of Other Gains And Charges) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended					12 Months Ended
	Jun. 26, 2013	Mar. 27, 2013	Dec. 26, 2012	Jun. 27, 2012	Dec. 28, 2011	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Disclosure Other Gains And Charges [Abstract]
Loss on extinguishment of debt						$ 15,768	$ 0	$ 0
Gain on the sale of assets, net (see Note 3)						(11,228)	(3,306)	(2,100)
Restaurant impairment charges	4,600		700	2,000	1,100	5,276	3,139	1,937
Restaurant closure charges						3,637	4,655	4,515
Severance and other benefits	1,000	1,300				2,235	0	5,034
Impairment of liquor licenses						170	2,641	0
Other						1,442	1,845	1,397
Other gains and charges						$ 17,300	$ 8,974	$ 10,783

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Income Taxes (Reconciliation Of Unrecognized Tax Benefits) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 7,336	$ 9,142
Additions based on tax positions related to the current year	754	927
Additions based on tax positions related to prior years	7	260
Settlements with tax authorities	(930)	0
Expiration of statute of limitations	(779)	(2,993)
Balance at end of year	$ 6,388	$ 7,336

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LEASES (Tables)

12 Months Ended

Jun. 26, 2013

Leases [Abstract]

Future Minimum Lease Payments

As of June 26, 2013, future minimum lease payments on capital and operating leases were as follows (in thousands):

Fiscal Year	Capital Leases			Operating Leases
2014	$	5,581		$	102,832
2015	5,692			93,741
2016	5,806			80,273
2017	5,709			57,389
2018	5,521			38,818
Thereafter	42,170			99,089
Total minimum lease payments(a)	70,479			$	472,142
Imputed interest (average rate of 7%)	(24,798		)
Present value of minimum lease payments	45,681
Less current installments	(2,596		)
	$	43,085

____________________________________________________________________

(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 $37.4 million and $54.8 million for capital and operating subleases, respectively.

Schedule of Rent Expense

Rent expense consists of the following (in thousands):

	2013		2012		2011
Straight-lined minimum rent	$	88,773	$	88,194	$	87,969
Contingent rent	3,637		3,752		4,138
Other	9,296		9,344		8,860
Total rent expense	$	101,706	$	101,290	$	100,967

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Contingencies (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jun. 26, 2013 LegalMatter	Jun. 26, 2013 Lease Guarantees And Secondary Obligations [Member]	Jun. 27, 2012 Lease Guarantees And Secondary Obligations [Member]
Guarantor Obligations [Line Items]
Maximum potential liability of future payments under guarantees		$ 132.6	$ 142.6
Description of material contingencies	No material liabilities have been recorded as of June 26, 2013
Letters of Credit Outstanding, Amount	$ 22.4
Number of threatened or pending claims expected to have a material adverse effect	0

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Supplemental Cash Flow Information (Non-Cash Investing Activities) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Supplemental Cash Flow Information [Abstract]
Retirement of fully depreciated assets	$ 55,427	$ 77,249	$ 60,175

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Accrued And Other Liabilities (Accrued Liabilities) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 26, 2013	Jun. 27, 2012
ACCRUED AND OTHER LIABILITIES [Abstract]
Payroll	$ 77,238	$ 87,414
Gift cards	91,893	86,332
Sales tax	18,613	18,785
Insurance	17,743	17,130
Property tax	14,119	14,257
Dividends	13,511	11,948
Other	35,327	38,018
Accrued liabilities	$ 268,444	$ 273,884

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Acquisition (Tables)

12 Months Ended

Jun. 26, 2013

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary allocation of the purchase price is as follows (in thousands):    

Current assets	341
Property and equipment	8,017
Goodwill	16,499
Other assets	585
Total assets acquired	25,442
Current liabilities	25
Other liabilities	795
Total liabilities assumed	820
Net assets acquired	24,622

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $)	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Dividends, per share (in dollars per share)	$ 0.80	$ 0.64	$ 0.56

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jun. 26, 2013

Disclosure Nature Of Operations And Summary Of Significant Accounting Policies Narrative [Abstract]

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 26, 2013, we owned, operated, or franchised 1,591 restaurants in the United States and 32 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 2013, 2012, and 2011 which ended on June 26, 2013, June 27, 2012, and June 29, 2011, respectively, each contained 52 weeks.

Beginning in fiscal 2013, revenues are presented in two separate captions on the consolidated statements of 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 and gift card redemptions. Franchise and other revenues includes royalties, development fees, franchise fees, Maggiano's banquet service charge income and certain gift card activity (breakage and discounts). Prior year revenue amounts have been reclassified to conform to the fiscal 2013 presentation. These reclassifications have no effect on total revenue or net income previously reported. Certain other prior year balances in the accompanying consolidated balance sheets have been reclassified to conform with fiscal 2013 presentation. These reclassifications have no effect on our net income as previously reported and an immaterial impact on our prior year consolidated balance sheets.

We report certain labor and related expenses in a separate caption on the consolidated statements of 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 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 cards 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 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 orderly transaction between market participants on the measurement date. In determining fair value, the 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. During fiscal 2013, we completed the implementation of a new restaurant information system for all company-owned Chili’s restaurants and began the implementation process for all Maggiano's restaurants. Inventories located at the converted restaurants are valued using the first-in, first-out or “FIFO” method. All other inventories are stated at the lower of cost (weighted average cost method) or market. The change in inventory valuation methods did not have a material impact on our financial statements.

(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 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 impairment charge for the excess of the carrying amount over the fair value. We determine fair value based on projected discounted 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 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 lesser of the lease term, including renewal options, or 20 years.

(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 $82.8 million, $80.4 million and $80.2 million million in fiscal 2013, 2012, and 2011, respectively, and are included in restaurant expenses in the consolidated statements of income.

(l) Goodwill

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 within and across our operating segments is 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 projected discounted 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 and no indicators of impairment were identified through the end of fiscal year 2013. See Note 5 for additional disclosures related to goodwill.

We have occasionally acquired restaurants from our franchisees. Goodwill from these acquisitions represents the excess of the cost of a 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 have allocated 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 was based on the relative fair values of the disposal group and the portion of the reporting unit that was retained. We have recognized reacquired rights in connection with previous business combinations; however, we have not sold any restaurants acquired in those combinations. When we have disposed a restaurant brand and all related restaurants, the entire goodwill balance associated with the reporting unit or brand has been included in the disposal group for purposes of determining the gain or loss on the disposition.

(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 other assets.

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 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 utilize a paid loss self-insurance plan for health, general liability and workers’ compensation coverage. Predetermined loss limits have been arranged with insurance companies to limit our per occurrence cash outlay. Accrued and other liabilities include the estimated incurred but unreported costs to settle unpaid claims and estimated future 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.

(q) Stock-Based Compensation

We measure and recognize compensation cost at fair value for all share-based payments, including stock options. We record compensation expense using a graded-vesting schedule 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 performance goals at the end of a three-year cycle. Performance shares are paid out in common stock and will be fully vested upon issuance. 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 $16.6 million, $13.5 million and $13.4 million for fiscal 2013, 2012 and 2011, respectively. The total income tax benefit recognized in the consolidated statements of income related to stock-based compensation expense was approximately $6.6 million, $5.1 million and $5.7 million during fiscal 2013, 2012 and 2011, respectively.

The weighted average fair values of option grants were $12.94, $9.35 and $7.20 during fiscal 2013, 2012 and 2011, respectively. The fair value of stock options is estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2013		2012		2011
Expected volatility	53.4	%	56.7	%	55.6	%
Risk-free interest rate	0.7	%	0.9	%	1.6	%
Expected lives	5 years		5 years		5 years
Dividend yield	2.4	%	2.6	%	3.1	%

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.

(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 26, 2013, no preferred shares were issued.

(s) Shareholders’ Equity

In August 2012, our Board of Directors authorized a $500.0 million increase to our existing share repurchase program resulting in total authorizations of $3,385.0 million. We repurchased approximately 9.3 million shares of our common stock for $333.4 million during fiscal 2013. As of June 26, 2013, approximately $333 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 2013, approximately 1.8 million stock options were exercised resulting in cash proceeds of $41.2 million.

We paid dividends of $56.3 million to common stock shareholders during fiscal 2013, compared to $50.1 million in the prior year. Additionally, we declared a quarterly dividend of $13.5 million, or $0.20 per share, in June 2013 which was paid on June 27, 2013.

(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 2013, 2012 and 2011 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 193,000 stock options and restricted share awards outstanding at June 26, 2013, 287,000 stock options and restricted share awards outstanding at June 27, 2012, and 1.7 million stock options and restricted share awards outstanding at June 29, 2011 that were not included in the dilutive earnings per share calculation because the effect would have been antidilutive.

(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

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.

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OTHER GAINS AND CHARGES

12 Months Ended

Jun. 26, 2013

Disclosure Other Gains And Charges [Abstract]

OTHER GAINS AND CHARGES

OTHER GAINS AND CHARGES

	2013			2012			2011
Loss on extinguishment of debt	$	15,768		$	0		$	0
Gain on the sale of assets, net (see Note 3)	(11,228		)	(3,306		)	(2,100		)
Restaurant impairment charges	5,276			3,139			1,937
Restaurant closure charges	3,637			4,655			4,515
Severance and other benefits	2,235			0			5,034
Impairment of liquor licenses	170			2,641			0
Other	1,442			1,845			1,397
	$	17,300		$	8,974		$	10,783

In June 2013, we redeemed our 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. See Note 8 for additional disclosures related to fiscal 2013 and 2012 activity.

In fiscal 2013, we recognized gains of $11.2 million on the sale of assets, including 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.

We recorded impairment charges for the excess of the carrying amount of property and equipment over the fair value related to underperforming restaurants that are continuing to operate. Restaurant impairment charges were $5.3 million, $3.1 million and $1.9 million during fiscal 2013, 2012 and 2011, respectively. The fiscal 2013 charge of $5.3 million primarily includes the impairment of the company-owned restaurant in Brazil. Additionally, we recorded $0.2 million and $2.6 million of impairment charges in fiscal 2013 and 2012, respectively, for the excess of the carrying amount of certain transferable liquor licenses over their fair value. See Note 10 for fair value disclosures related to the fiscal 2013 and 2012 charges.

We recorded charges of $3.6 million, $4.7 million and $4.5 million during fiscal 2013, 2012, and 2011, respectively, primarily consisting of lease termination charges associated with restaurants closed in prior years. Additionally, the charge for fiscal 2012 included $0.4 million of long-lived asset impairment charges resulting from closures.

During fiscal 2013 and 2011, we made organizational changes designed to better align our staff in support of our strategic goals and evolving business model. We incurred $2.2 million and $5.0 million in severance and other benefits resulting from these actions in fiscal 2013 and 2011, respectively. The severance charges are net of income related to the forfeiture of stock-based compensation awards.

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Acquisition

12 Months Ended

Jun. 26, 2013

Business Combinations [Abstract]

ACQUISITION OF CHILI'S RESTAURANTS

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. We are in the process of evaluating the fair value of the reacquired franchise rights through internal studies and third-party valuations. When the valuation process is complete, we will record the reacquired franchise rights at their estimated fair value with a corresponding decrease to goodwill.

The preliminary allocation of the purchase price is as follows (in thousands):    

Current assets	341
Property and equipment	8,017
Goodwill	16,499
Other assets	585
Total assets acquired	25,442
Current liabilities	25
Other liabilities	795
Total liabilities assumed	820
Net assets acquired	24,622

The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill. We expect the majority of the goodwill balance to be 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 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.

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Other Gains And Charges (Narrative) (Detail) (USD $)	3 Months Ended						12 Months Ended				1 Months Ended
	Jun. 26, 2013	Mar. 27, 2013	Dec. 26, 2012	Jun. 27, 2012	Dec. 28, 2011	Sep. 28, 2011	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011	Jun. 26, 2013 5.75% Notes [Member]	Apr. 30, 2013 Sale Of Macaroni Grill [Member]
Property, Plant and Equipment [Line Items]
Stated interest rate										5.75%
Gains (Losses) on Extinguishment of Debt							$ (15,768,000)	$ 0	$ 0	$ 15,800,000
Gain Loss On Sale Of Assets							11,228,000	3,306,000	2,100,000
Proceeds from sale											8,300,000
Gain Loss On Sale Of Land	400,000		2,300,000	2,000,000		1,300,000	2,900,000
Restaurant impairment charges	4,600,000		700,000	2,000,000	1,100,000		5,276,000	3,139,000	1,937,000
Restaurant closure charges							3,637,000	4,655,000	4,515,000
Impairment of liquor licenses							170,000	2,641,000	0
Long-lived asset impairments							400,000
Severance and other benefits	$ 1,000,000	$ 1,300,000					$ 2,235,000	$ 0	$ 5,034,000

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ACCRUED AND OTHER LIABILITIES (Tables)

12 Months Ended

Jun. 26, 2013

ACCRUED AND OTHER LIABILITIES [Abstract]

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

	2013		2012
Payroll	$	77,238	$	87,414
Gift cards	91,893		86,332
Sales tax	18,613		18,785
Insurance	17,743		17,130
Property tax	14,119		14,257
Dividends	13,511		11,948
Other	35,327		38,018
	$	268,444	$	273,884

Other Liabilities

Other liabilities consist of the following (in thousands):

	2013		2012
Straight-line rent	$	58,150	$	57,418
Insurance	38,602		44,668
Landlord contributions	24,029		26,260
Unrecognized tax benefits	5,055		4,722
Other	7,078		6,828
	$	132,914	$	139,896

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FAIR VALUE DISCLOSURES (Tables)

12 Months Ended

Jun. 26, 2013

Fair Value Disclosures [Abstract]

Assets Measured At Fair Value On Non-Recurring Basis

The following table presents fair values for those assets measured at fair value on a non-recurring basis at June 26, 2013 and June 27, 2012 (in thousands):

	Fair Value Measurements Using
	(Level 1)		(Level 2)		(Level 3)		Total
Long-lived assets held for use:
At June 26, 2013	$	0	$	0	$	333	$	333
At June 27, 2012	$	0	$	0	$	1,586	$	1,586
Liquor licenses:
At June 26, 2013	$	0	$	100	$	0	$	100
At June 27, 2012	$	0	$	4,109	$	0	$	4,109

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Nature Of Operations And Summary Of Significant Accounting Policies (Fair Value Assumptions Using Black-Scholes Option-Pricing Model) (Detail)	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Disclosure Nature Of Operations And Summary Of Significant Accounting Policies Narrative [Abstract]
Expected volatility	53.40%	56.70%	55.60%
Risk-free interest rate	0.70%	0.90%	1.60%
Expected lives	5 years	5 years	5 years
Dividend yield	2.40%	2.60%	3.10%

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Leases (Future Minimum Lease Payments) (Detail) (USD $)	12 Months Ended
	Jun. 26, 2013
Leases [Abstract]
Percentage Of Imputed Average Capital Lease Interest	7.00%
Capital Leases, 2014	$ 5,581,000
Capital Leases, 2015	5,692,000
Capital Leases, 2016	5,806,000
Capital Leases, 2017	5,709,000
Capital Leases, 2018	5,521,000
Capital Leases, Thereafter	42,170,000
Capital Leases, Total minimum lease payments	70,479,000	[1]
Imputed interest (average rate of 7%)	(24,798,000)
Present value of minimum lease payments	45,681,000
Less current installments	(2,596,000)
Capital Leases, Net minimum payments	43,085,000
Operating Leases, 2014	102,832,000
Operating Leases, 2015	93,741,000
Operating Leases, 2016	80,273,000
Operating Leases, 2017	57,389,000
Operating Leases, 2018	38,818,000
Operating Leases, Thereafter	99,089,000
Operating Leases, Total minimum lease payments	472,142,000	[1]
Capital Leases, Minimum sublease rentals	37,400,000
Operating Leases, Minimum sublease rentals	$ 54,800,000

[1] (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 $37.4 million and $54.8 million for capital and operating subleases, respectively.

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Debt (Long-Term Debt) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 26, 2013	Jun. 27, 2012
Debt [Line Items]
Capital lease obligations (see Note 9)	$ 45,681	$ 48,015
Long-term debt and capital lease obligations, including current maturities	807,717	615,224
Less current installments	(27,596)	(27,334)
Long-term debt, less current installments	780,121	587,890
Term Loan [Member]
Debt [Line Items]
Term loan	212,500	237,500
Revolver Borrowings [Member]
Debt [Line Items]
Revolving credit facility	0	40,000
Ten Year Notes [Member]
Debt [Line Items]
Senior notes	299,707	0
Five Year Notes [Member]
Debt [Line Items]
Senior notes	249,829	0
5.75% Notes [Member]
Debt [Line Items]
Senior notes	$ 0	$ 289,709

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Income Taxes (Provision For Income Taxes From Continuing Operations) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Current income tax expense:
Federal	$ 46,852	$ 27,707	$ 16,596
State	11,800	7,056	1,694
Foreign	2,879	5,098	2,046
Total current income tax expense	61,531	39,861	20,336
Deferred income tax expense (benefit):
Federal	7,344	16,520	20,507
State	(1,919)	1,196	1,426
Total deferred income tax expense	5,425	17,716	21,933
Provision for income taxes	$ 66,956	$ 57,577	$ 42,269

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 26, 2013	Jun. 27, 2012
Current Assets:
Cash and cash equivalents	$ 59,367	$ 59,103
Accounts receivable	37,842	43,387
Inventories	24,628	25,360
Prepaid expenses and other	71,824	66,359
Income taxes receivable	4,930	1,055
Deferred income taxes	0	2,918
Total current assets	198,591	198,182
Property and Equipment:
Land	147,581	152,382
Buildings and leasehold improvements	1,435,426	1,399,905
Furniture and equipment	580,115	556,304
Construction-in-progress	20,588	11,211
Gross property and equipment	2,183,710	2,119,802
Less accumulated depreciation and amortization	(1,147,895)	(1,076,238)
Net property and equipment	1,035,815	1,043,564
Other Assets:
Goodwill	142,103	125,604
Deferred income taxes	24,064	20,231
Other	52,030	51,827
Total other assets	218,197	197,662
Total assets	1,452,603	1,439,408
Current Liabilities:
Current installments of long-term debt	27,596	27,334
Accounts payable	93,326	100,531
Accrued liabilities	268,444	273,884
Deferred income taxes	845	0
Total current liabilities	390,211	401,749
Long-term debt, less current installments	780,121	587,890
Other liabilities	132,914	139,896
Commitments and Contingencies (Notes 9 and 14)
Shareholders’ Equity:
Common stock—250,000,000 authorized shares; $.10 par value; 176,246,649 shares issued and 67,444,099 shares outstanding at June 26, 2013 and 176,246,649 shares issued and 74,342,115 shares outstanding at June 27, 2012	17,625	17,625
Additional paid-in capital	477,420	466,781
Retained earnings	2,217,623	2,112,858
Shareholders' equity including treasury stock	2,712,668	2,597,264
Less treasury stock, at cost (108,802,550 shares at June 26, 2013 and 101,904,534 shares at June 27, 2012)	(2,563,311)	(2,287,391)
Total shareholders’ equity	149,357	309,873
Total liabilities and shareholders’ equity	$ 1,452,603	$ 1,439,408

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INCOME TAXES

12 Months Ended

Jun. 26, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

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

	2013			2012		2011
Current income tax expense:
Federal	$	46,852		$	27,707	$	16,596
State	11,800			7,056		1,694
Foreign	2,879			5,098		2,046
Total current income tax expense	61,531			39,861		20,336
Deferred income tax expense (benefit):
Federal	7,344			16,520		20,507
State	(1,919		)	1,196		1,426
Total deferred income tax expense	5,425			17,716		21,933
	$	66,956		$	57,577	$	42,269

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):

	2013			2012			2011
Income tax expense at statutory rate	$	80,610		$	73,083		$	64,165
FICA tax credit	(16,450		)	(16,609		)	(15,779		)
State income taxes, net of Federal benefit	6,368			4,750			(316		)
Other	(3,572		)	(3,647		)	(5,801		)
	$	66,956		$	57,577		$	42,269

The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities as of June 26, 2013 and June 27, 2012 are as follows (in thousands):

	2013		2012
Deferred income tax assets:
Leasing transactions	$	40,662	$	41,393
Stock-based compensation	13,250		12,577
Restructure charges and impairments	2,885		3,231
Insurance reserves	18,595		19,425
Employee benefit plans	544		577
Gift cards	13,171		11,296
Other, net	10,903		10,294
Total deferred income tax assets	100,010		98,793
Deferred income tax liabilities:
Prepaid expenses	15,776		14,306
Goodwill and other amortization	25,333		23,879
Depreciation and capitalized interest on property and equipment	32,160		33,617
Other, net	3,522		3,842
Total deferred income tax liabilities	76,791		75,644
Net deferred income tax asset	$	23,219	$	23,149

A reconciliation of unrecognized tax benefits for the fiscal years ended June 26, 2013 and June 27, 2012 are as follows (in thousands):

	2013			2012
Balance at beginning of year	$	7,336		$	9,142
Additions based on tax positions related to the current year	754			927
Additions based on tax positions related to prior years	7			260
Settlements with tax authorities	(930		)	0
Expiration of statute of limitations	(779		)	(2,993		)
Balance at end of year	$	6,388		$	7,336

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 $4.3 million and $5.0 million as of June 26, 2013 and June 27, 2012, 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 $0.6 million ($0.4 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 2013, we recognized an expense of approximately $0.5 million in interest. During fiscal 2012 and 2011, we recognized benefits of approximately $0.3 million and$1.8 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 26, 2013, we had $2.1 million ($1.5 million net of a $0.6 million Federal deferred tax benefit) of interest and penalties accrued, compared to $2.9 million ($2.0 million net of a $0.9 million Federal deferred tax benefit) at June 27, 2012.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Jun. 30, 2010	$ 728,748	$ 17,625	$ 465,721	$ 1,923,561	$ (1,678,159)	$ 0
Balance, shares at Jun. 30, 2010		101,572,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income and comprehensive income	141,060	0	0	141,060	0	0
Dividends	(51,432)	0	0	(51,432)	0	0
Stock-based compensation	13,381	0	13,381	0	0	0
Purchases of treasury stock	(422,099)	0	(1,788)	0	(420,311)	0
Purchases of treasury stock, shares		(20,585,000)
Issuances of common stock	33,057	0	(9,821)	0	42,878	0
Issuances of common stock, shares		1,951,000
Excess tax shortfall from stock-based compensation	(3,805)	0	(3,805)	0	0	0
Balance at Jun. 29, 2011	438,910	17,625	463,688	2,013,189	(2,055,592)	0
Balance, shares at Jun. 29, 2011		82,938,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income and comprehensive income	151,232	0	0	151,232	0	0
Dividends	(51,563)	0	0	(51,563)	0	0
Stock-based compensation	13,461	0	13,461	0	0	0
Purchases of treasury stock	(287,291)	0	(2,901)	0	(284,390)	0
Purchases of treasury stock, shares		(10,966,000)
Issuances of common stock	43,416	0	(9,175)	0	52,591	0
Issuances of common stock, shares		2,370,000
Excess tax shortfall from stock-based compensation	1,708	0	1,708	0	0	0
Balance at Jun. 27, 2012	309,873	17,625	466,781	2,112,858	(2,287,391)	0
Balance, shares at Jun. 27, 2012	74,342,115	74,342,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income and comprehensive income	163,359	0	0	163,359	0	0
Dividends	(58,594)	0	0	(58,594)	0	0
Stock-based compensation	16,610	0	16,610	0	0	0
Purchases of treasury stock	(333,384)	0	(5,565)	0	(327,819)	0
Purchases of treasury stock, shares		(9,176,000)
Issuances of common stock	41,190	0	(10,709)	0	51,899	0
Issuances of common stock, shares		2,278,000
Excess tax shortfall from stock-based compensation	10,303	0	10,303	0	0	0
Balance at Jun. 26, 2013	$ 149,357	$ 17,625	$ 477,420	$ 2,217,623	$ (2,563,311)	$ 0
Balance, shares at Jun. 26, 2013	67,444,099	67,444,000

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Stock-Based Compensation (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Employees And Non-Employee Directors And Consultants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	35.3
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 3.1
Period of recognition for unrecognized stock-based compensation costs, in years	1 year 10 months 24 days
Total intrinsic value of options exercised	22.4	12.6	5.5
Tax benefit realized on options exercised	8.1	4.8	2.1
Stock Options [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, in years	1 year
Contractual term of stock option exercises, in years	8 years
Stock Options [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, in years	4 years
Contractual term of stock option exercises, in years	10 years
Restricted Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	12.6
Period of recognition for unrecognized stock-based compensation costs, in years	2 years 4 months 24 days
Fair value of shares that vested during period	$ 22.0	$ 11.5	$ 7.5

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Revenues [Abstract]
Company sales	$ 2,766,618	$ 2,748,462	$ 2,685,441
Franchise and other revenues	79,480	72,260	75,945
Total revenues	2,846,098	2,820,722	2,761,386
Operating Costs and Expenses:
Cost of sales	758,377	769,729	742,283
Restaurant labor	892,413	891,910	886,559
Restaurant expenses	655,214	649,830	655,060
Company restaurant expenses	2,306,004	2,311,469	2,283,902
Depreciation and amortization	131,481	125,054	128,447
General and administrative	134,538	143,388	132,834
Other gains and charges	17,300	8,974	10,783
Total operating costs and expenses	2,589,323	2,588,885	2,555,966
Operating income	256,775	231,837	205,420
Interest expense	29,118	26,800	28,311
Other, net	(2,658)	(3,772)	(6,220)
Income before provision for income taxes	230,315	208,809	183,329
Provision for income taxes	66,956	57,577	42,269
Net income	$ 163,359	$ 151,232	$ 141,060
Basic net income per share:
Basic net income per share (in dollars per share)	$ 2.28	$ 1.93	$ 1.55
Diluted net income per share:
Diluted net income per share (in dollars per share)	$ 2.20	$ 1.87	$ 1.53
Basic weighted average shares outstanding (in shares)	71,788	78,559	90,807
Diluted weighted average shares outstanding (in shares)	74,158	80,664	92,320
Dividends per share (in dollars per share)	$ 0.80	$ 0.64	$ 0.56

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Debt (Narrative) (Detail) (USD $)	3 Months Ended	12 Months Ended						12 Months Ended			12 Months Ended
	Jun. 26, 2013	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011	Jun. 26, 2013 Five Year Notes [Member]	Jun. 26, 2013 Ten Year Notes [Member]	Jun. 26, 2013 5.75% Notes [Member]	Jun. 26, 2013 Revolver Borrowings [Member]	Jun. 27, 2012 Revolver Borrowings [Member]	Aug. 31, 2011 Revolver Borrowings [Member]	Jun. 26, 2013 Term Loan [Member]	Jun. 27, 2012 Term Loan [Member]	Aug. 31, 2011 Term Loan [Member]	Jun. 26, 2013 Revised Unsecured Senior Credit Facility [Member]	Jun. 26, 2013 Revised Unsecured Senior Credit Facility [Member] Maximum [Member]	Jun. 26, 2013 Revised Unsecured Senior Credit Facility [Member] Minimum [Member]
Debt [Line Items]
Debt instrument, face amount	$ 550,000,000.0	$ 550,000,000.0			$ 250,000,000.0	$ 300,000,000
Stated interest rate					2.60%	3.88%	5.75%
Net proceeds from issuance of long-term debt	549,500,000	549,528,000	70,000,000	0
Line of credit facility, maximum borrowing capacity										250,000,000			250,000,000
Credit facility borrowings during the year								110,000,000
Credit facility repayments during the year								150,000,000			25,000,000
Term loan											212,500,000	237,500,000
Revolving credit facility								0	40,000,000
Debt available under revolving credit facility								$ 250,000,000
Basis spread on variable rate															2.50%	1.63%
One-month LIBOR														0.20%

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INCOME TAXES (Tables)

12 Months Ended

Jun. 26, 2013

Income Tax Disclosure [Abstract]

Provision For Income Taxes From Continuing Operations

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

	2013			2012		2011
Current income tax expense:
Federal	$	46,852		$	27,707	$	16,596
State	11,800			7,056		1,694
Foreign	2,879			5,098		2,046
Total current income tax expense	61,531			39,861		20,336
Deferred income tax expense (benefit):
Federal	7,344			16,520		20,507
State	(1,919		)	1,196		1,426
Total deferred income tax expense	5,425			17,716		21,933
	$	66,956		$	57,577	$	42,269

Reconciliation Between Reported Provision for Income Taxes And Amount Computed By Statutory Federal Income Tax Rate

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):

	2013			2012			2011
Income tax expense at statutory rate	$	80,610		$	73,083		$	64,165
FICA tax credit	(16,450		)	(16,609		)	(15,779		)
State income taxes, net of Federal benefit	6,368			4,750			(316		)
Other	(3,572		)	(3,647		)	(5,801		)
	$	66,956		$	57,577		$	42,269

Deferred Income Tax Assets And Liabilities

The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities as of June 26, 2013 and June 27, 2012 are as follows (in thousands):

	2013		2012
Deferred income tax assets:
Leasing transactions	$	40,662	$	41,393
Stock-based compensation	13,250		12,577
Restructure charges and impairments	2,885		3,231
Insurance reserves	18,595		19,425
Employee benefit plans	544		577
Gift cards	13,171		11,296
Other, net	10,903		10,294
Total deferred income tax assets	100,010		98,793
Deferred income tax liabilities:
Prepaid expenses	15,776		14,306
Goodwill and other amortization	25,333		23,879
Depreciation and capitalized interest on property and equipment	32,160		33,617
Other, net	3,522		3,842
Total deferred income tax liabilities	76,791		75,644
Net deferred income tax asset	$	23,219	$	23,149

Reconciliation Of Unrecognized Tax Benefits

A reconciliation of unrecognized tax benefits for the fiscal years ended June 26, 2013 and June 27, 2012 are as follows (in thousands):

	2013			2012
Balance at beginning of year	$	7,336		$	9,142
Additions based on tax positions related to the current year	754			927
Additions based on tax positions related to prior years	7			260
Settlements with tax authorities	(930		)	0
Expiration of statute of limitations	(779		)	(2,993		)
Balance at end of year	$	6,388		$	7,336

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jun. 26, 2013

Disclosure Nature Of Operations And Summary Of Significant Accounting Policies Narrative [Abstract]

Nature Of Operations

(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.

Basis Of Presentation

(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 2013, 2012, and 2011 which ended on June 26, 2013, June 27, 2012, and June 29, 2011, respectively, each contained 52 weeks.

Beginning in fiscal 2013, revenues are presented in two separate captions on the consolidated statements of 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 and gift card redemptions. Franchise and other revenues includes royalties, development fees, franchise fees, Maggiano's banquet service charge income and certain gift card activity (breakage and discounts). Prior year revenue amounts have been reclassified to conform to the fiscal 2013 presentation. These reclassifications have no effect on total revenue or net income previously reported. Certain other prior year balances in the accompanying consolidated balance sheets have been reclassified to conform with fiscal 2013 presentation. These reclassifications have no effect on our net income as previously reported and an immaterial impact on our prior year consolidated balance sheets.

We report certain labor and related expenses in a separate caption on the consolidated statements of 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.

Use Of Estimates

(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.

Revenue Recognition

(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 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 cards 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 income. We update our estimate of our breakage rate periodically and, if necessary, adjust the deferred revenue balance accordingly.

Fair Value Measurements

(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 orderly transaction between market participants on the measurement date. In determining fair value, the 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.

Cash And Cash Equivalents

(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.

Accounts Receivable

(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.

Inventories

(h) Inventories

Inventories consist of food, beverages and supplies. During fiscal 2013, we completed the implementation of a new restaurant information system for all company-owned Chili’s restaurants and began the implementation process for all Maggiano's restaurants. Inventories located at the converted restaurants are valued using the first-in, first-out or “FIFO” method. All other inventories are stated at the lower of cost (weighted average cost method) or market.

Property And Equipment

(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 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 impairment charge for the excess of the carrying amount over the fair value. We determine fair value based on projected discounted 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 income.

Operating Leases

(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 lesser of the lease term, including renewal options, or 20 years.

Advertising

(k) Advertising

Advertising production costs are expensed in the period when the advertising first takes place. Other advertising costs are expensed as incurred.

Goodwill

(l) Goodwill

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 within and across our operating segments is 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 projected discounted 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 and no indicators of impairment were identified through the end of fiscal year 2013. See Note 5 for additional disclosures related to goodwill.

We have occasionally acquired restaurants from our franchisees. Goodwill from these acquisitions represents the excess of the cost of a 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 have allocated 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 was based on the relative fair values of the disposal group and the portion of the reporting unit that was retained. We have recognized reacquired rights in connection with previous business combinations; however, we have not sold any restaurants acquired in those combinations. When we have disposed a restaurant brand and all related restaurants, the entire goodwill balance associated with the reporting unit or brand has been included in the disposal group for purposes of determining the gain or loss on the disposition.

Liquor Licenses

(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 other assets.

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 income.

Sales Taxes

(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.

Self-Insurance Program

(o) Self-Insurance Program

We utilize a paid loss self-insurance plan for health, general liability and workers’ compensation coverage. Predetermined loss limits have been arranged with insurance companies to limit our per occurrence cash outlay. Accrued and other liabilities include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims.

Income Taxes

(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.

Stock-Based Compensation

(q) Stock-Based Compensation

We measure and recognize compensation cost at fair value for all share-based payments, including stock options. We record compensation expense using a graded-vesting schedule 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 performance goals at the end of a three-year cycle. Performance shares are paid out in common stock and will be fully vested upon issuance. 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.

Preferred Stock

(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.

Shareholders' Equity

(s) Shareholders’ Equity

In August 2012, our Board of Directors authorized a $500.0 million increase to our existing share repurchase program resulting in total authorizations of $3,385.0 million.

Comprehensive Income

(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.

Net Income Per Share

(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.

Segment Reporting

(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

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.

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Accrued And Other Liabilities (Other Liabilities) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 26, 2013	Jun. 27, 2012
ACCRUED AND OTHER LIABILITIES [Abstract]
Straight-line rent	$ 58,150	$ 57,418
Insurance	38,602	44,668
Landlord contributions	24,029	26,260
Unrecognized tax benefits	5,055	4,722
Other	7,078	6,828
Other liabilities	$ 132,914	$ 139,896

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Leases (Rent Expense Detail) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Leases [Abstract]
Straight-lined minimum rent	$ 88,773	$ 88,194	$ 87,969
Contingent rent	3,637	3,752	4,138
Other	9,296	9,344	8,860
Total rent expense	$ 101,706	$ 101,290	$ 100,967

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Quarterly Results Of Operations (Unaudited) (Unaudited Consolidated Quarterly Results Of Operations) (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Jun. 26, 2013	Mar. 27, 2013	Dec. 26, 2012	Sep. 26, 2012	Jun. 27, 2012	Mar. 28, 2012	Dec. 28, 2011	Sep. 28, 2011	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Quarterly Financial Information Disclosure [Abstract]
Revenues	$ 730,068	$ 742,759	$ 689,764	$ 683,507	$ 728,371	$ 742,045	$ 681,904	$ 668,402	$ 2,846,098	$ 2,820,722	$ 2,761,386
Income before provision for income taxes	61,823	72,814	55,226	40,452	62,348	62,565	50,265	33,631	230,315	208,809	183,329
Net income	$ 46,367	$ 51,951	$ 37,177	$ 27,864	$ 47,004	$ 44,933	$ 35,674	$ 23,621	$ 163,359	$ 151,232	$ 141,060
Basic net income per share (in dollars per share)	$ 0.67	$ 0.73	$ 0.51	$ 0.38	$ 0.63	$ 0.58	$ 0.45	$ 0.29	$ 2.28	$ 1.93	$ 1.55
Diluted net income per share (in dollars per share)	$ 0.64	$ 0.71	$ 0.50	$ 0.36	$ 0.61	$ 0.56	$ 0.44	$ 0.28	$ 2.20	$ 1.87	$ 1.53
Basic weighted average shares outstanding (in shares)	69,607	71,067	72,560	73,903	75,070	77,582	79,840	81,744	71,788	78,559	90,807
Diluted weighted average shares outstanding (in shares)	71,999	73,341	74,720	76,558	77,682	79,735	81,655	83,583	74,158	80,664	92,320

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Investments And Other Dispositions (Narrative) (Detail) (USD $)	12 Months Ended					10 Months Ended	12 Months Ended		1 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011	Jun. 26, 2013 Joint Venture Investment, Mexico [Member] Store	Jun. 29, 2011 Joint Venture Investment, Mexico [Member]	Apr. 30, 2012 Joint Venture Investment, Brazil [Member]	Jun. 27, 2012 Joint Venture Investment, Brazil [Member]	Jun. 29, 2011 Joint Venture Investment, Brazil [Member]	Apr. 30, 2013 Sale Of Macaroni Grill [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of restaurants developed				50
Capital contribution to the joint venture	$ 0	$ 3,170,000	$ 2,896,000		$ 1,600,000	$ 1,500,000	$ 1,600,000	$ 1,300,000
Number of restaurants operating in joint venture				32
Ownership percentage									16.60%
Proceeds from sale									$ 8,300,000

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QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables)

12 Months Ended

Jun. 26, 2013

Quarterly Financial Information Disclosure [Abstract]

Unaudited Consolidated Quarterly Results Of Operations

The following table summarizes the unaudited consolidated quarterly results of operations for fiscal 2013 and 2012 (in thousands, except per share amounts):

	Fiscal Year 2013 Quarters Ended
	Sept. 26		Dec. 26		March 27		June 26
Revenues	$	683,507	$	689,764	$	742,759	$	730,068
Income before provision for income taxes	$	40,452	$	55,226	$	72,814	$	61,823
Net income	$	27,864	$	37,177	$	51,951	$	46,367
Basic net income per share	$	0.38	$	0.51	$	0.73	$	0.67
Diluted net income per share	$	0.36	$	0.50	$	0.71	$	0.64
Basic weighted average shares outstanding	73,903		72,560		71,067		69,607
Diluted weighted average shares outstanding	76,558		74,720		73,341		71,999

	Fiscal Year 2012 Quarters Ended
	Sept. 28		Dec. 28		March 28		June 27
Revenues	$	668,402	$	681,904	$	742,045	$	728,371
Income before provision for income taxes	$	33,631	$	50,265	$	62,565	$	62,348
Net income	$	23,621	$	35,674	$	44,933	$	47,004
Basic net income per share	$	0.29	$	0.45	$	0.58	$	0.63
Diluted net income per share	$	0.28	$	0.44	$	0.56	$	0.61
Basic weighted average shares outstanding	81,744		79,840		77,582		75,070
Diluted weighted average shares outstanding	83,583		81,655		79,735		77,682

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Nature Of Operations And Summary Of Significant Accounting Policies (Narrative) (Detail) (USD $)	1 Months Ended	12 Months Ended
	Aug. 31, 2012	Jun. 26, 2013 Location Country restaurant	Jun. 27, 2012	Jun. 29, 2011
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of entity restaurants		1,591
Number of countries in which entity operates		32
Number of territories in which entity operates		2
Deferred rent liability and amortized as a reduction of rent expense over the lesser of the lease term (in years)		20 years
Advertising expense, net of franchisee contribution		$ 82,800,000	$ 80,400,000	$ 80,200,000
Stock-based compensation expense from continuing operations		16,600,000	13,500,000	13,400,000
Tax benefit related to stock-based compensation expense		6,600,000	5,100,000	5,700,000
Weighted average fair values of option grants		$ 12.94	$ 9.35	$ 7.20
Number of preferred stock the Board of Directors is authorized to issue		1,000,000
Preferred stock, par value		$ 1
Preferred stock, shares issued		0
Increase in share repurchase program	500,000,000
Stock repurchase program, total authorization of shares to be repurchased		3,385,000,000.0
Stock repurchase during period, shares		9,300,000
Stock repurchased during period, value		333,400,000
Remaining authorized share purchases, amount		333,000,000
Payments on revolving credit facility		41,190,000	43,416,000	33,057,000
Payments of dividends		56,343,000	50,081,000	53,185,000
Dividends declared but not paid		$ 13,500,000
Dividends per share declared but not paid		$ 0.20
Stock options and restricted share awards outstanding excluded from dilutive earnings per share		193,000	287,000	1,700,000
Stock Options [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Exercised, Number of Options		(1,825,000)
Minimum [Member] | Buildings And Leasehold Improvements [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Estimated useful lives		5 years
Minimum [Member] | Furniture And Equipment [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Estimated useful lives		3 years
Maximum [Member] | Buildings And Leasehold Improvements [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Estimated useful lives		20 years
Maximum [Member] | Furniture And Equipment [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Estimated useful lives		10 years

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ACCRUED AND OTHER LIABILITIES

12 Months Ended

Jun. 26, 2013

ACCRUED AND OTHER LIABILITIES [Abstract]

ACCRUED AND OTHER LIABILITIES

ACCRUED AND OTHER LIABILITIES

Accrued liabilities consist of the following (in thousands):

	2013		2012
Payroll	$	77,238	$	87,414
Gift cards	91,893		86,332
Sales tax	18,613		18,785
Insurance	17,743		17,130
Property tax	14,119		14,257
Dividends	13,511		11,948
Other	35,327		38,018
	$	268,444	$	273,884

Other liabilities consist of the following (in thousands):

	2013		2012
Straight-line rent	$	58,150	$	57,418
Insurance	38,602		44,668
Landlord contributions	24,029		26,260
Unrecognized tax benefits	5,055		4,722
Other	7,078		6,828
	$	132,914	$	139,896

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Supplemental Cash Flow Information (Cash Paid For Interest And Income Taxes) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 26, 2013		Jun. 27, 2012		Jun. 29, 2011
Income taxes, net of refunds	$ 60,291		$ 47,514		$ 38,340
Interest, net of amounts capitalized	41,504	[1]	24,455	[1]	25,810	[1]
5.75% Notes [Member]
Interest, net of amounts capitalized	$ 15,300
5.75% Notes [Member]
Stated interest rate	5.75%

[1] (a) Interest includes $15.3 million of interest paid upon retirement of our 5.75% notes in June 2013.

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DEBT (Tables)

12 Months Ended

Jun. 26, 2013

Debt Disclosure [Abstract]

Long-Term Debt

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

	2013			2012
3.88% notes	$	299,707		$	0
2.60% notes	249,829			0
Term loan	212,500			237,500
5.75% notes	0			289,709
Revolving credit facility	0			40,000
Capital lease obligations (see Note 9)	45,681			48,015
	807,717			615,224
Less current installments	(27,596		)	(27,334		)
	$	780,121		$	587,890

Long-Term Debt Maturities Excluding Capital Lease Obligations

Excluding capital lease obligations (see Note 9) and interest, our long-term debt maturities for the five years following June 26, 2013 are as follows (in thousands):

Fiscal Year	Long-Term Debt
2014	$	25,000
2015	25,000
2016	25,000
2017	137,500
2018	249,829
Thereafter	299,707
	$	762,036

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Goodwill (Changes In Carrying Amount Of Goodwill) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 26, 2013		Jun. 27, 2012
Goodwill [Roll Forward]
Goodwill, Beginning balance	$ 188,438		$ 186,923
Accumulated impairment losses, Beginning balance	(62,834)	[1]	(62,834)	[1]
Goodwill, Net, Beginning balance	125,604		124,089
Additions	16,499	[2]	1,515	[2]
Goodwill, Ending balance	204,937		188,438
Accumulated impairment losses, Ending balance	(62,834)		(62,834)	[1]
Goodwill, Net, Ending balance	$ 142,103		$ 125,604

[1] (a)The impairment losses recorded in prior years are related to restaurant brands that we no longer own.

[2] (b)Additions for the current year reflect the preliminary goodwill acquired as a result of the purchase of restaurants from a franchisee.

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LEASES

12 Months Ended

Jun. 26, 2013

Leases [Abstract]

LEASES

LEASES

(a) Capital Leases

We lease certain buildings under capital leases. The asset value of $39.0 million at June 26, 2013 and $39.4 million at June 27, 2012, and the related accumulated amortization of $18.2 million and $16.2 million at June 26, 2013 and June 27, 2012, 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 having terms expiring at various dates through fiscal 2093. The restaurant leases have renewal clauses of 1 to 35 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):

	2013		2012		2011
Straight-lined minimum rent	$	88,773	$	88,194	$	87,969
Contingent rent	3,637		3,752		4,138
Other	9,296		9,344		8,860
Total rent expense	$	101,706	$	101,290	$	100,967

(c) Commitments

As of June 26, 2013, future minimum lease payments on capital and operating leases were as follows (in thousands):

Fiscal Year	Capital Leases			Operating Leases
2014	$	5,581		$	102,832
2015	5,692			93,741
2016	5,806			80,273
2017	5,709			57,389
2018	5,521			38,818
Thereafter	42,170			99,089
Total minimum lease payments(a)	70,479			$	472,142
Imputed interest (average rate of 7%)	(24,798		)
Present value of minimum lease payments	45,681
Less current installments	(2,596		)
	$	43,085

____________________________________________________________________

(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 $37.4 million and $54.8 million for capital and operating subleases, respectively.

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GOODWILL

12 Months Ended

Jun. 26, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

GOODWILL

The changes in the carrying amount of goodwill for the fiscal years ended June 26, 2013 and June 27, 2012 are as follows (in thousands):

	2013			2012
Balance at beginning of year:
Goodwill	$	188,438		$	186,923
Accumulated impairment losses(a)	(62,834		)	(62,834		)
	125,604			124,089
Changes in goodwill:
Additions(b)	16,499			1,515
Balance at end of year:
Goodwill	204,937			188,438
Accumulated impairment losses	(62,834		)	(62,834		)
	$	142,103		$	125,604

____________________________________________________________________

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

(b) Additions for the current year reflect the preliminary goodwill acquired as a result of the purchase of restaurants from a franchisee.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Cash Flows from Operating Activities:
Net income	$ 163,359	$ 151,232	$ 141,060
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	131,481	125,054	128,447
Restructure charges and other impairments	11,425	10,396	8,427
Deferred income taxes	(4,793)	11,808	15,277
Net (gain) loss on disposal of assets	(6,905)	490	(401)
Stock-based compensation	15,909	13,461	12,789
Loss (Earnings) on equity investments	851	1,350	(1,802)
Other	363	799	405
Changes in assets and liabilities:
Accounts receivable	5,398	608	1,255
Inventories	908	(15)	1,341
Prepaid expenses and other	82	(2,984)	(2,150)
Other assets	(4,115)	489	406
Current income taxes	749	(3,874)	(3,976)
Accounts payable	(9,339)	12,188	(21,515)
Accrued liabilities	(9,995)	(17,197)	(15,178)
Other liabilities	(4,690)	(367)	(4,397)
Net cash provided by operating activities	290,688	303,438	259,988
Cash Flows from Investing Activities:
Payments for property and equipment	(131,531)	(125,226)	(70,361)
Payments for purchase of restaurants	(24,622)	(3,120)	0
Proceeds from sale of assets	17,157	8,112	8,696
Insurance recoveries	1,152	0	0
Investment in equity method investees	0	(3,170)	(2,896)
Net cash used in investing activities	(137,844)	(123,404)	(64,561)
Cash Flows from Financing Activities:
Payments on long-term debt	549,528	70,000	0
Purchases of treasury stock	(333,384)	(287,291)	(422,099)
Proceeds from issuances of treasury stock	(316,380)	(18,749)	(16,127)
Payments on revolving credit facility	(150,000)	0	0
Payments of dividends	110,000	40,000	0
Payments of dividends	(56,343)	(50,081)	(53,185)
Payments on revolving credit facility	41,190	43,416	33,057
Excess tax benefits from stock-based compensation	8,778	1,406	291
Payments for deferred financing costs	(5,969)	(1,620)	0
Net cash used in financing activities	(152,580)	(202,919)	(458,063)
Net change in cash and cash equivalents	264	(22,885)	(262,636)
Cash and cash equivalents at beginning of year	59,103	81,988	344,624
Cash and cash equivalents at end of year	$ 59,367	$ 59,103	$ 81,988

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Debt (Long-Term Debt Maturities Excluding Capital Lease Obligations) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 26, 2013
Debt Disclosure [Abstract]
2014	$ 25,000
2015	25,000
2016	25,000
2017	137,500
2018	249,829
Thereafter	299,707
Carrying value of notes	$ 762,036

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Income Taxes (Reconciliation Between Reported Provision For Income Taxes And Amount Computed By Statutory Federal Income Tax Rate) (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Income Tax Disclosure [Abstract]
Income tax expense at statutory rate	$ 80,610	$ 73,083	$ 64,165
FICA tax credit	(16,450)	(16,609)	(15,779)
State income taxes, net of Federal benefit	6,368	4,750	(316)
Other	(3,572)	(3,647)	(5,801)
Income Tax Expense (Benefit), Continuing Operations, Total	$ 66,956	$ 57,577	$ 42,269

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STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Jun. 26, 2013

Stock Options

Transactions During Fiscal 2013

Transactions during fiscal 2013 were as follows (in thousands, except option prices):

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Options outstanding at June 27, 2012	4,354		$	22.07
Granted	312		34.73
Exercised	(1,825	)	22.57
Forfeited or canceled	(116	)	23.31
Options outstanding at June 26, 2013	2,725		$	23.13	4.0	$	42,224
Options exercisable at June 26, 2013	1,709		$	21.94	2.7	$	28,524

Restricted Share Awards

Transactions During Fiscal 2013

Transactions during fiscal 2013 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 27, 2012	2,217		$	14.86
Granted	539		35.41
Vested	(653	)	11.39
Forfeited	(180	)	21.93
Restricted share awards outstanding at June 26, 2013	1,923		$	21.15

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Quarterly Results Of Operations (Unaudited) (Narrative) (Detail) (USD $)	3 Months Ended								12 Months Ended			3 Months Ended	12 Months Ended	1 Months Ended
	Jun. 26, 2013	Mar. 27, 2013	Dec. 26, 2012	Sep. 26, 2012	Jun. 27, 2012	Mar. 28, 2012	Dec. 28, 2011	Sep. 28, 2011	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011	Jun. 27, 2012 Liquor Licenses [Member]	Jun. 26, 2013 5.75% Notes [Member]	Apr. 30, 2013 Sale Of Macaroni Grill [Member]
Quarterly Financial Data [Line Items]
Gains (Losses) on Extinguishment of Debt									$ (15,768,000)	$ 0	$ 0		$ 15,800,000
Long-lived asset impairments	4,600,000		700,000		2,000,000		1,100,000		5,276,000	3,139,000	1,937,000
Severance Costs	1,000,000	1,300,000							2,235,000	0	5,034,000
Lease termination charges	600,000		1,100,000	400,000		800,000	1,900,000	500,000
Proceeds from sale														8,300,000
Gain Loss On Sale Of Land	400,000		2,300,000		2,000,000			1,300,000	2,900,000
Impairment of liquor licenses									$ 170,000	$ 2,641,000	$ 0	$ 2,600,000

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Stock-Based Compensation (Transactions During Fiscal 2013-Stock Options) (Detail) (Stock Options [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jun. 26, 2013
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding at June 27, 2012, Number of Options	4,354
Granted, Number of Options	312
Exercised, Number of Options	(1,825)
Forfeited or canceled, Number of Options	(116)
Options outstanding at June 26, 2013, Number of Options	2,725
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Options outstanding at June 27, 2012, Weighted Average Exercise Price	$ 22.07
Granted, Weighted Average Exercise Price	$ 34.73
Exercised, Weighted Average Exercise Price	$ 22.57
Forfeited or canceled, Weighted Average Exercise Price	$ 23.31
Options outstanding at June 26, 2013, Weighted Average Exercise Price	$ 23.13
Options exercisable at June 26, 2013, Number of Options	1,709
Options exercisable at June 26, 2013, Weighted Average Exercise Price	$ 21.94
Options outstanding at June 26, 2013, Weighted Average Remaining Contractual Life (Years)	4 years
Options exercisable at June 26, 2013, Weighted Average Remaining Contractual Live (Years)	2 years 8 months 12 days
Options outstanding at June 26, 2013, Aggregate Intrinsic Value	$ 42,224
Options exercisable at June 26, 2013, Aggregate Intrinsic Value	$ 28,524

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SAVINGS PLANS

12 Months Ended

Jun. 26, 2013

Compensation and Retirement Disclosure [Abstract]

SAVINGS PLANS

SAVINGS PLANS

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 2013, 2012, and 2011, we contributed approximately $7.2 million, $6.7 million, and $6.3 million, respectively.

We also sponsor a non-qualified defined contribution plan covering a select group of highly compensated employees, as defined in the plan. Eligible employees are allowed to defer receipt of up to 50% of their base compensation and bonus, as defined in the plan. There is no company match, but employee contributions earn interest based on a rate determined and announced in November prior to the start of the plan year. Employee contributions and earnings thereon vest immediately. A Rabbi Trust is used to fund obligations of the non-qualified plan. The market value of the trust assets is included in other assets and the liability to plan participants is included in other liabilities.

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DEBT

12 Months Ended

Jun. 26, 2013

Debt Disclosure [Abstract]

DEBT

DEBT

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

	2013			2012
3.88% notes	$	299,707		$	0
2.60% notes	249,829			0
Term loan	212,500			237,500
5.75% notes	0			289,709
Revolving credit facility	0			40,000
Capital lease obligations (see Note 9)	45,681			48,015
	807,717			615,224
Less current installments	(27,596		)	(27,334		)
	$	780,121		$	587,890

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 require semi-annual interest payments beginning in the second quarter of fiscal 2014.

Our credit facility includes a $250 million revolver and a $250 million term loan and matures in August 2016. During the first two quarters of fiscal 2013, $110.0 million was drawn from the revolver to fund share repurchases. We subsequently repaid the outstanding balance of $150.0 million in the fourth quarter of fiscal 2013 leaving $250 million of credit available under the revolver as of June 26, 2013. During fiscal 2013, we paid our required term loan installments totaling $25.0 million bringing the outstanding balance to $212.5 million.

The term loan and revolving credit facility bear interest at 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 2.50%. Based on our current credit rating, we are paying interest at a rate of LIBOR plus 1.63%. One month LIBOR at June 26, 2013 was approximately 0.20%.

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 26, 2013 are as follows (in thousands):

Fiscal Year	Long-Term Debt
2014	$	25,000
2015	25,000
2016	25,000
2017	137,500
2018	249,829
Thereafter	299,707
	$	762,036

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QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

12 Months Ended

Jun. 26, 2013

Quarterly Financial Information Disclosure [Abstract]

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following table summarizes the unaudited consolidated quarterly results of operations for fiscal 2013 and 2012 (in thousands, except per share amounts):

	Fiscal Year 2013 Quarters Ended
	Sept. 26		Dec. 26		March 27		June 26
Revenues	$	683,507	$	689,764	$	742,759	$	730,068
Income before provision for income taxes	$	40,452	$	55,226	$	72,814	$	61,823
Net income	$	27,864	$	37,177	$	51,951	$	46,367
Basic net income per share	$	0.38	$	0.51	$	0.73	$	0.67
Diluted net income per share	$	0.36	$	0.50	$	0.71	$	0.64
Basic weighted average shares outstanding	73,903		72,560		71,067		69,607
Diluted weighted average shares outstanding	76,558		74,720		73,341		71,999

	Fiscal Year 2012 Quarters Ended
	Sept. 28		Dec. 28		March 28		June 27
Revenues	$	668,402	$	681,904	$	742,045	$	728,371
Income before provision for income taxes	$	33,631	$	50,265	$	62,565	$	62,348
Net income	$	23,621	$	35,674	$	44,933	$	47,004
Basic net income per share	$	0.29	$	0.45	$	0.58	$	0.63
Diluted net income per share	$	0.28	$	0.44	$	0.56	$	0.61
Basic weighted average shares outstanding	81,744		79,840		77,582		75,070
Diluted weighted average shares outstanding	83,583		81,655		79,735		77,682

Net income for fiscal year 2013 included a $15.8 million loss on extinguishment of debt in the fourth quarter. Long-lived asset impairments of $0.7 million and $4.6 million were recorded in the second and fourth quarter, respectively. Severance charges of $1.3 million and $1.0 million were incurred during the third and fourth quarters, respectively. Additionally, net income also included lease termination charges related to previously closed restaurants of $0.4 million, $1.1 million and $0.6 million in the first, second and fourth quarters, respectively. These charges were partially offset by an $8.3 million gain on the sale of our remaining interest in Macaroni Grill in the fourth quarter and net gains of $2.3 million and $0.4 million related to land sales in the second and fourth quarter, respectively.

Net income for fiscal year 2012 included lease termination charges related to previously closed restaurants of $0.5 million, $1.9 million and $0.8 million in the first, second and third quarters, respectively. Long-lived asset impairments of $1.1 million and $2.0 million were recorded in the second and fourth quarters, respectively. Additionally, net income also included $2.6 million of liquor license impairment charges in the fourth quarter. These charges were partially offset by net gains of $1.3 million and $2.0 million related to land sales in the first and fourth quarters, respectively.

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SUPPLEMENTAL CASH FLOW INFORMATION

12 Months Ended

Jun. 26, 2013

Supplemental Cash Flow Information [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

SUPPLEMENTAL CASH FLOW INFORMATION

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

	2013		2012		2011
Income taxes, net of refunds	$	60,291	$	47,514	$	38,340
Interest, net of amounts capitalized (a)	41,504		24,455		25,810

____________________________________________________________________

^(a) Interest includes $15.3 million of interest paid upon retirement of our 5.75% notes in June 2013.

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

	2013		2012		2011
Retirement of fully depreciated assets	$	55,427	$	77,249	$	60,175

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Document and Entity Information (USD $)	12 Months Ended
	Jun. 26, 2013	Aug. 12, 2013	Dec. 26, 2012
Document Documentand Entity Information [Abstract]
Entity Registrant Name	BRINKER INTERNATIONAL INC
Entity Central Index Key	0000703351
Current Fiscal Year End Date	--06-26
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Jun. 26, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		66,224,836
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 1,999,440,915

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CONTINGENCIES

12 Months Ended

Jun. 26, 2013

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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 26, 2013 and June 27, 2012, we have outstanding lease guarantees or are secondarily liable for $132.6 million and $142.6 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 2014 through fiscal 2024. 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 26, 2013, as the likelihood of default by the buyers on the assignment agreements was deemed to be less than probable.

We provide letters of credit to various insurers to collateralize obligations for outstanding claims. As of June 26, 2013, we had $22.4 million in undrawn standby letters of credit outstanding. All standby letters of credit are renewable annually.

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. The lawsuit sought penalties and attorney’s fees and was certified as a class action by the trial court in July 2006. In July 2008, the California Court of Appeal decertified the class action on all claims with prejudice. In October 2008, the California Supreme Court granted a writ to review the decision of the Court of Appeal and oral arguments were heard by the California Supreme Court on November 8, 2011. On April 12, 2012, the California Supreme Court issued an opinion affirming in part, reversing in part, and remanding in part for further proceedings. The California Supreme Court’s opinion resolved many of the legal standards for meal periods and rest breaks in our California restaurants and we intend to vigorously defend our position on the remaining issues upon remand to the trial court. It is not possible at this time to reasonably estimate the possible loss or range of loss, if any.

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.

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Savings Plans (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jun. 26, 2013	Jun. 27, 2012	Jun. 29, 2011
Compensation and Retirement Disclosure [Abstract]
Eligibility age for savings plan	21 years
Number of years of service necessary for savings plan eligibility	1 year
Hours of service necessary for eligibility in employee savings plan	1000 hours
Percentage of base salary allowed for savings plan contribution	50.00%
Percentage of bonus allowed for contribution to savings plan	100.00%
Employer matching contribution percentage for first three percent contributed to savings plan	100.00%
Percentage of compensation contributed to savings plan matched by employer at 100%	3.00%
Employer matching contribution percentage for subsequent two percent contributed to savings plan	50.00%
Percentage over 3% for which employer will match 50% of employee contributions to savings plan	2.00%
Employer contributions to savings plan	$ 7.2	$ 6.7	$ 6.3
Percentage of compensation eligible for deferment and contribution to non-qualified defined contribution plan	50.00%

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Stock-Based Compensation (Transactions During Fiscal 2013-Restricted Share Awards) (Detail) (Restricted Share Awards [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jun. 26, 2013
Restricted Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted share awards outstanding at June 27, 2012, Number of Restricted Share Awards	2,217
Granted, Number of Restricted Share Awards	539
Vested, Number of Restricted Share Awards	(653)
Forfeited, Number of Restricted Share Awards	(180)
Restricted share awards outstanding at June 26, 2013, Number of Restricted Share Awards	1,923
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Restricted share awards outstanding at June 27, 2012, Weighted Average Fair Value Per Award	$ 14.86
Granted, Weighted Average Fair Value Per Award	$ 35.41
Vested, Weighted Average Fair Value Per Award	$ 11.39
Forfeited, Weighted Average Fair Value Per Award	$ 21.93
Restricted share awards outstanding at June 26, 2013, Weighted Average Fair Value Per Award	$ 21.15