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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934
 

For the Quarterly Period Ended December 24, 2003

Commission File Number 1‑10275

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

6820 LBJ FREEWAY, DALLAS, TEXAS  75240
(Address of principal executive offices)
(Zip Code)

(972) 980‑9917
(Registrant's telephone number, including area code)

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 _____

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes   X  No _____

Number of shares of common stock of registrant outstanding at December 24, 2003: 95,755,578

                                BRINKER INTERNATIONAL, INC.

                                INDEX

Page

Part I - Financial Information 
Item 1.  Financial Statements

                     Consolidated Balance Sheets -
                                December 24, 2003 (Unaudited) and June 25, 2003                                                       3

                     Consolidated Statements of Income
                                (Unaudited) - Thirteen week and twenty-six week
                                periods ended December 24, 2003 and
                                December 25, 2002                                                                                                        5

                     Consolidated Statements of Cash Flows
                                (Unaudited) - Twenty-six week periods ended
                                December 24, 2003 and December 25, 2002                                                                6

                      Notes to Consolidated
                                Financial Statements (Unaudited)                                                                               7 - 9

              Item 2.  Management's Discussion and Analysis of
                           Financial Condition and Results of Operations                                                             10 - 15

              Item 3.  Quantitative and Qualitative Disclosures
                           About Market Risk                                                                                                            15

              Item 4.  Controls and Procedures                                                                                                    16

Part II - Other Information

              Item 1.  Legal Proceedings                                                                                                              19

              Item 4.  Submission of Matters to a Vote of Security Holders                                                          19

              Item 6.  Exhibits and Reports on Form 8-K                                                                                     20

                           Signatures                                                                                                                          21

PART I.  FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS

BRINKER INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
(Unaudited)

1.             BASIS OF PRESENTATION

                The consolidated financial statements of Brinker International, Inc. and its wholly-owned subsidiaries (collectively, the "Company") as of December 24, 2003 and June 25, 2003 and for the thirteen week and twenty-six week periods ended December 24, 2003 and December 25, 2002, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  The Company owns, operates, or franchises various restaurant concepts under the names of Chili's Grill & Bar ("Chili's"), Romano's Macaroni Grill ("Macaroni Grill"), Maggiano's Little Italy ("Maggiano's"), On The Border Mexican Grill & Cantina ("On The Border"), Corner Bakery Cafe ("Corner Bakery"), and Big Bowl Asian Kitchen ("Big Bowl").  In addition, the Company owns an approximate 43% interest in the legal entities owning and developing Rockfish Seafood Grill ("Rockfish").  During the second quarter of fiscal 2004, the Company closed one Cozymel's Coastal Grill ("Cozymel's") restaurant and sold the remaining fifteen restaurants (see Note 3).

                The information furnished herein reflects all adjustments (consisting only of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the interim operating results for the respective periods.  However, these operating results are not necessarily indicative of the results expected for the full fiscal year.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States have been omitted pursuant to SEC rules and regulations. The notes to the consolidated financial statements (unaudited) should be read in conjunction with the notes to the consolidated financial statements contained in the June 25, 2003 Form 10-K. Management believes that the disclosures are sufficient for interim financial reporting purposes.

                Certain prior year amounts in the accompanying consolidated financial statements have been reclassified to conform with fiscal 2004 classifications.  These reclassifications have no effect on the Company's net income or financial position as previously reported.

2.             STOCK OPTION PLANS

                The Company accounts for its stock based compensation under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations ("APB 25"), and has adopted the disclosure-only provisions of Statement of Financial Accounting Standard ("SFAS") No. 123.  Under APB 25, no stock-based compensation cost is reflected in net income for grants of stock options to employees because the Company grants stock options with an exercise price equal to the market value of the stock on the date of grant.  Had the Company used the fair value based accounting method for stock compensation expense prescribed by SFAS No. 123, the Company's net income and earnings per share would have been reduced to the pro-forma amounts illustrated as follows (in thousands, except per share amounts):

3.                DISPOSITION OF COZYMEL'S

                   During fiscal 2003, the Company entered into negotiations to sell all sixteen of its Cozymel's restaurants.  The decision to discontinue growth and sell the brand required the Company to record asset impairment charges in fiscal 2003 totaling $20.3 million.  After taking this charge, the carrying values of the assets to be sold were approximately $23.8 million as of June 25, 2003.

                    During the second quarter of fiscal 2004, the Company closed one Cozymel's restaurant and sold the remaining fifteen restaurants.  The Company has received, or expects to receive, proceeds related to the closed and sold units of $22.4 million, including notes receivable totaling $20.2 million.  During the third quarter of fiscal 2004, $14.4 million of the notes is scheduled to be repaid in cash and the remaining $5.8 million is to be converted to long-term financing.  The terms of this financing are currently being negotiated.  In connection with these negotiations, the Company will continue to assess the capital structure and creditworthiness of the purchaser and will consider their impact on the fair value of the $5.8 million note in future periods.  As a result of the closure and sale, the Company recorded losses totaling approximately $2.0 million in the second quarter.  The losses are included in restaurant expenses in the consolidated statement of income.

 4.                SHAREHOLDERS' EQUITY

                   Pursuant to the Company's current stock repurchase plan, the Company repurchased approximately 2.9 million shares of its common stock for $90.4 million during the first two quarters of fiscal 2004.  As of December 24, 2003, approximately 21.1 million shares of its common stock had been repurchased for $482.5 million under the approved $510.0 million stock repurchase plan. The Company's stock repurchase plan is used by the Company primarily to offset the dilutive effect of stock option exercises and for other corporate purposes. The repurchased common stock is reflected as a reduction of shareholders' equity. 

5.                SUPPLEMENTAL CASH FLOW INFORMATION

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

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

6.           CONTINGENCIES

              In April 2003, the Attorney General of California filed a complaint under California's Proposition 65 seeking penalties and injunctive relief against multiple restaurant groups, including the Company.  Proposition 65 is a notice statute requiring a party to advise the public and its employees if the premises contains products that are known to cause cancer or reproductive toxicity.  Methyl mercury compounds, which are listed under Proposition 65 to cause cancer and reproductive toxicity, can be found in certain select fish that have been or are served by the Company's restaurants.  The complaint alleges the Company did not post appropriate notices in its restaurants related to these mercury compounds.  The Company is currently in settlement discussions with the Attorney General.  It is not possible at this time to reasonably estimate the possible loss or range of loss.

               In January 1996, the Company entered into a Tip Reporting Alternative Commitment agreement (the "Contract") with the Internal Revenue Service (the "IRS").  The Contract required the Company, among other things, to implement tip reporting educational programs for its hourly restaurant employees and to establish tip reporting procedures.  As part of a routine employment tax examination during fiscal 2004, the IRS alleged that the Company's procedures did not meet the requirements of the Contract.  The Company believes it has complied and is complying with the Contract.  The Company is currently in discussions with the IRS to resolve this issue.  It is not possible at this time to reasonably estimate the possible loss or range of loss.

                The Company is engaged in various other legal proceedings and has certain unresolved claims pending. The ultimate liability, if any, for the aggregate amounts claimed cannot be determined at this time. However, management of the Company, based upon consultation with legal counsel, is of the opinion that there are no other matters pending or threatened which are expected to have a material adverse effect, individually or in the aggregate, on the Company's consolidated financial condition or results of operations.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

                The following table details the number of restaurant openings during the second quarter and year-to-date, total restaurants open at the end of the second quarter, and projected openings in fiscal 2004.

OVERVIEW OF OPERATIONS 

                Revenues for the second quarter and year-to-date of fiscal 2004 increased by 11.6% and 12.1%, respectively.  These increases were primarily driven by the addition of company-owned restaurants as capacity gains increased for the second quarter and year-to-date by 9.3% and 10.0%, respectively.  Cost of sales increased during the second quarter and year-to-date as commodity price pressures continue, particularly for dairy, and as a result of unfavorable product mix shifts.  Restaurant expenses were impacted during the quarter by a $2.4 million gain as a result of the sale of four Chili's to a franchise partner and the sale of one real estate property.  This gain was partially offset by a $2.0 million loss recorded as a result of the completion of the sale of Cozymel's.

                Revenues for the third quarter of fiscal 2004 are expected to increase by 9% to 10% driven primarily by capacity gains of 8% to 9%.  Cost of sales are expected to be approximately 0.1% to 0.2% higher than last year due to the impact of higher beef and dairy costs.  Restaurant expenses are expected to be 0.2% lower than last year as a result of increased sales leverage.  General and administrative expenses should be slightly higherdue primarily to increased headcount and wage rates. 

REVENUES

                Revenues for the second quarter of fiscal 2004 increased to $886.5 million, 11.6% over the $794.5 million generated for the same quarter of fiscal 2003. Revenues for the twenty-six week period ended December 24, 2003 rose 12.1% to $1,757.4 million from the $1,568.4 million generated for the same period of fiscal 2003.  The increases were primarily attributable to a net increase of 80 company-owned restaurants since December 25, 2002 and an increase in comparable store sales for the second quarter and year-to-date of fiscal 2004 compared to the same periods of fiscal 2003. The Company increased its capacity gains (as measured by average-weighted sales weeks) for the second quarter and year-to-date of fiscal 2004 by 9.3% and 10.0%, respectively, compared to the respective prior year periods. Comparable store sales increased 2.3% and 2.1% for the second quarter and year-to-date, respectively, from the same periods of fiscal 2003.  Menu prices in the aggregate increased 1.4% in fiscal 2004 as compared to fiscal 2003.

COSTS AND EXPENSES (as a Percent of Revenues)

                Cost of sales increased 0.3% for the second quarter and year-to-date of fiscal 2004 as compared to the same periods of fiscal 2003.  The second quarter increase was due primarily to a 0.9% increase in commodity prices for produce, beverages, dairy and cheese and a 0.3% unfavorable product mix shift for poultry, partially offset by a 0.5% decrease in commodity prices for poultry and a 0.4% increase in menu prices.  The year-to-date increase was due primarily to a 0.6% increase in commodity prices for produce, dairy and cheese and a 0.9% unfavorable product mix shift for poultry, produce, dairy and cheese, partially offset by a 0.6% decrease in commodity prices for poultry and a 0.6% increase in menu prices.

                Restaurant expenses decreased 0.8% for the second quarter of fiscal 2004 as compared to the same period of fiscal 2003.  The decrease was primarily due to a gain recorded during the second quarter of fiscal 2004 totaling $2.4 million as a result of the sale of four Chili's to a franchise partner and the sale of one real estate property and impairment charges recorded during the second quarter of fiscal 2003 totaling $9.5 million. These decreases were partially offset by a $2.0 million loss resulting from the sale of Cozymel's during the second quarter of fiscal 2004, an increase in payroll taxes resulting from increased tip reporting, increases in utility costs, and increases in health, workers compensation and general liability insurance.  Restaurant expenses increased 0.2% for year-to-date fiscal 2004 as compared to the same period of fiscal 2003.  The increase was primarily due to the $2.0 million Cozymel's loss, an increase in payroll taxes resulting from increased tip reporting, increases in utility costs, and increases in health, workers compensation and general liability insurance.  These increases were partially offset by the previously mentioned $2.4 million gain on the sale of assets and the impairment charges recorded during the second quarter of fiscal 2003 totaling $9.5 million.

                Depreciation and amortization remained flat for the second quarter of fiscal 2004 as compared to the same period of fiscal 2003 and increased 0.1% year-to-date as compared to the same period of fiscal 2003.  Increases in depreciation expense due to new unit construction and ongoing remodel costs were offset by increased sales leverage and a declining depreciable asset base for older units.

                General and administrative expenses increased 0.1% for the second quarter of fiscal 2004 as compared to the same period of fiscal 2003. The increase was primarily due to an increase in incentive based compensation and increased payroll costs resulting from an increase in headcount and wage rates.  General and administrative expenses decreased 0.1% year-to-date of fiscal 2004 as compared to the same period of fiscal 2003 as a result of increased sales leverage resulting from new unit openings and the Company's continued focus on controlling corporate expenditures.

                Interest expense remained flat for the second quarter and year-to-date of fiscal 2004 as compared to the same periods of fiscal 2003.  Decreases in interest expense on the senior notes and revolving lines-of-credit resulting from lower average outstanding balances were offset by a decrease in capitalized interest due to lower interest rates.

                Other, net remained flat for the second quarter and year-to-date of fiscal 2004 as compared to the same periods of fiscal 2003.  Decreases in losses related to the Company's share in equity method investees and net savings plan obligations were offset by gains from life insurance proceeds recorded in the first and second quarters of fiscal 2003 totaling $3.5 million.

INCOME TAXES

                The Company's effective income tax rate decreased to 32.3% from 33.3% for the second quarter of fiscal 2004 and to 32.3% from 33.5% year-to-date for fiscal 2004 as compared to the same periods of fiscal 2003. The decreases are primarily due to the increase in the FICA tax credit resulting from increased tip reporting.

LIQUIDITY AND CAPITAL RESOURCES

                The working capital deficit increased from $143.7 million at June 25, 2003 to $157.1 million at December 24, 2003.  Net cash provided by operating activities increased to $237.5 million for the first six months of fiscal 2004 from $213.7 million during the same period in fiscal 2003 due to the timing of operational receipts and payments.  The Company believes that its various sources of capital, including availability under existing credit facilities and cash flow from operating activities, are adequate to finance operations as well as the repayment of current debt obligations.

                The Company's contractual obligations and credit facilities as of December 24, 2003 are as follows:

(a)   The convertible debt was issued at a discount representing a yield to maturity of 2.75% per annum.  The $265.5 million balance is the accreted carrying value of the debt at December 24, 2003.  The convertible debt will continue to accrete at 2.75% per annum and if held to maturity in October 2021 the obligation will total $431.7 million.

(b)   The portion of the credit facilities that expires in less than one year is an uncommitted obligation giving the lenders the option not to extend the Company funding.  However, the lenders have not exercised this option in the past and the Company anticipates that these funds will be available in the future. Should any or all of these obligations not be extended, the Company has adequate capacity under the committed facility, which does not expire until fiscal 2006.

                Capital expenditures consist of purchases of land for future restaurant sites, new restaurants under construction, purchases of new and replacement restaurant furniture and equipment, and ongoing remodeling programs. Capital expenditures were approximately $153.4 million for the first six months of fiscal 2004 compared to $155.9 million for the same period of fiscal 2003. The decrease is due primarily to fewer stores under construction and fewer stores opened in the current period as compared to the same period in fiscal 2003. The Company estimates that its capital expenditures during the third quarter of fiscal 2004 will approximate $90.0 million. These capital expenditures will be funded entirely from operations and existing credit facilities.

                 During the second quarter of fiscal 2004, the Company closed one Cozymel's restaurant and sold the remaining fifteen restaurants.  The Company has received, or expects to receive, proceeds related to the closed and sold units of $22.4 million, including notes receivable totaling $20.2 million.  During the third quarter of fiscal 2004, $14.4 million of the notes is scheduled to be repaid in cash and the remaining $5.8 million is to be converted to long-term financing. 

                Pursuant to the Company's current stock repurchase plan, the Company repurchased approximately 2.9 million shares of its common stock for $90.4 million during the first and second quarters of fiscal 2004.  As of December 24, 2003, approximately 21.1 million shares of its common stock had been repurchased for $482.5 million under the approved $510.0 million stock repurchase plan. The Company's stock repurchase plan is used by the Company primarily to offset the dilutive effect of stock option exercises and for other corporate purposes. The repurchased common stock is reflected as a reduction of shareholders' equity.  The Company finances the repurchase program through a combination of cash provided by operations and drawdowns on its available credit facilities.

                The Company is not aware of any other event or trend, which would potentially affect its liquidity. In the event such a trend develops, the Company believes that there are sufficient funds available under its credit facilities and from its internal cash generating capabilities to adequately manage the expansion of business.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                There have been no material changes in the quantitative and qualitative market risks of the Company since the prior reporting period.

CRITICAL ACCOUNTING POLICIES

                The following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results, and that require significant judgment.

                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 the Company's expectations for the period of time that the asset will be used to generate revenue.  The Company periodically reviews the assets for changes in circumstances, which may impact their useful lives.

                Impairment of Long-Lived Assets 

                The Company reviews property and equipment for impairment when events or circumstances indicate that the carrying amount of a restaurant's assets may not be recoverable.  The Company tests for impairment using historical cash flows and other relevant facts and circumstances as the primary basis for its estimates of future cash flows.  This process requires the use of estimates and assumptions, which are subject to a high degree of judgment.  In addition, at least annually the Company assesses the recoverability of goodwill and other intangible assets related to its restaurant concepts.  These impairment tests require the Company to estimate fair values of its restaurant concepts by making assumptions regarding future cash flows, expected growth rates, terminal values, and other factors.  These assumptions could be materially different than those used by a third party.  In the event that these assumptions change in the future, the Company may be required to record impairment charges for these assets.

                 Financial Instruments 

                The Company enters into interest rate swaps to maintain the value of certain fixed-rate debt and lease obligations.  The fair value of these swaps is estimated using widely accepted valuation methods.  The valuation of derivatives involves considerable judgment, including estimates of future interest rate curves.  Changes in those estimates may materially affect the amounts recognized in the balance sheet for the Company's derivatives and interest costs in future periods.

                Self-Insurance 

                The Company is self-insured for certain losses related to general liability and workers' compensation.  The Company maintains stop loss coverage with third party insurers to limit its total exposure.  The self-insurance liability represents an estimate of the ultimate cost of claims incurred 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 by the Company 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.

 Item 4.    CONTROLS AND PROCEDURES

                Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.

                There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

FORWARD-LOOKING STATEMENTS

                The Company wishes to caution readers that the following important factors, among others, could cause the actual results of the Company to differ materially from those indicated by forward-looking statements made in this report and from time to time in news releases, reports, proxy statements, registration statements and other written communications, as well as verbal forward-looking statements made from time to time by representatives of the Company.  Such forward-looking statements involve risks and uncertainties that may cause the Company's or the restaurant industry's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  Factors that might cause actual events or results to differ materially from those indicated by these forward-looking statements may include matters such as future economic performance, restaurant openings, operating margins, the availability of acceptable real estate locations for new restaurants, the sufficiency of the Company's cash balances and cash generated from operating and financing activities for the Company's future liquidity and capital resource needs, and other matters, and are generally accompanied by words such as "believes," "anticipates," "estimates," "predicts," "expects" and similar expressions that convey the uncertainty of future events or outcomes.  An expanded discussion of some of these risk factors follows.

Competition may adversely affect the Company's operations and financial results.

                The restaurant business is highly competitive with respect to price, service, restaurant location and food quality, and is often affected by changes in consumer tastes, economic conditions, population and traffic patterns.  The Company competes 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 the Company.  There is active competition for management personnel and for attractive commercial real estate sites suitable for restaurants.  In addition, factors such as inflation, increased food, labor and benefits costs, and difficulty in attracting hourly employees may adversely affect the restaurant industry in general and the Company's restaurants in particular.

The Company's sales volumes generally decrease in winter months.

                The Company's sales volumes fluctuate seasonally, and are generally higher in the summer months and lower in the winter months, which may cause seasonal fluctuations in the Company's operating results.

Changes in governmental regulation may adversely affect the Company's ability to open new restaurants and the Company's existing and future operations.

                Each of the Company's restaurants is subject to licensing and regulation by alcoholic beverage control, health, sanitation, safety and fire agencies in the state, county and/or municipality in which the restaurant is located.  The Company generally has not encountered any difficulties or failures in obtaining the required licenses or approvals that could delay or prevent the opening of a new restaurant and although the Company does not, at this time, anticipate any occurring in the future, there can be no assurance that the Company will not experience material difficulties or failures that could delay the opening of restaurants in the future.

                The Company is subject to federal and state environmental regulations, and although these have not had a material negative effect on the Company's operations, there can be no assurance that there will not be a material negative effect in the future.  More stringent and varied requirements of local and state governmental bodies with respect to zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations.

                The Company is 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, 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. Although the Company expects increases in payroll expenses as a result of federal, state and local mandated increases in the minimum wage, and although such increases are not expected to be material, there can be no assurance that there will not be material increases in the future.  However, the Company's vendors may be affected by higher minimum wage standards, which may result in increases in the price of goods and services supplied to the Company.

Inflation may increase the Company's operating expenses.

                The Company has not experienced a significant overall impact from inflation.  As operating expenses increase, the Company, to the extent permitted by competition, recovers increased costs by increasing menu prices, by reviewing, then implementing, alternative products or processes, or by implementing other cost-reduction procedures.  There can be no assurance, however, that the Company will be able to continue to recover increases in operating expenses due to inflation in this manner.

Increased energy costs may adversely affect the Company's profitability.

                The Company's success depends in part on its ability to absorb increases in utility costs.  Various regions of the United States in which the Company operates multiple restaurants, particularly California, have experienced significant and temporary increases in utility prices.  If these increases should recur, they will have an adverse effect on the Company's profitability.

If the Company is unable to meet its growth plan, the Company's profitability in the future may be adversely affected.

                The Company's ability to meet its growth plan is dependent upon, among other things, its ability to 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, and meet construction schedules.  The costs related to restaurant and concept development include purchases and leases of land, buildings and equipment and facility and equipment maintenance, repair and replacement.  The labor and materials costs involved vary geographically and are subject to general price increases.  As a result, future capital expenditure costs of restaurant development may increase, reducing profitability.  There can be no assurance that the Company will be able to expand its capacity in accordance with its growth objectives or that the new restaurants and concepts opened or acquired will be profitable.

Unfavorable publicity relating to one or more of the Company's 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 other health concerns or operating issues stemming from one or a limited number of restaurants.  In particular, since the Company depends heavily on the "Chili's" brand for a majority of its revenues, unfavorable publicity relating to one or more Chili's restaurants could have a material adverse effect on the Company's business, results of operations, and financial condition.

Other risk factors may adversely affect the Company's financial performance.

                Other risk factors that could cause the Company's actual results to differ materially from those indicated in the forward-looking statements include, without limitation, changes in economic conditions, consumer perceptions of food safety, changes in consumer tastes, governmental monetary policies, changes in demographic trends, availability of employees, terrorist acts, and weather and other acts of God.

PART II.  OTHER INFORMATION

 Item 1.    LEGAL PROCEEDINGS

                Information regarding legal proceedings is incorporated by reference from Note 6 to the Company's consolidated financial statements set forth in Part I of this report.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                The Company's Proxy Statement dated September 23, 2003 for the Annual Meeting of Shareholders held on November 13, 2003, as filed with the Securities and Exchange Commission on September 23, 2003, is incorporated herein by reference.

(a)         The Annual Meeting of Shareholders of the Company was held on November 13, 2003.

(b)         Each of the management's nominees, as described in the Proxy Statement referenced above, was elected a director to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected and qualified.

(c)         The following matter was also voted upon at the meeting and approved by the shareholders:

             (i)      proposal to ratify the appointment of KPMG LLP as Independent Auditors for Fiscal 2004

(d)      The following matter was also voted upon at the meeting and rejected by the shareholders:

            (i)        proposal regarding genetically engineered ingredients in food products

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K               

       (a)   Exhibits

31(a)      Certification by Douglas H. Brooks, President and Chief Executive Officer of the Registrant, pursuant to 17 CFR 240.13a - 14(a) or 17 CFR 240.15d - 14(a).

31(b)      Certification by Charles M. Sonsteby, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 17 CFR 240.13a - 14(a) or 17 CFR 240.15d - 14(a).

32(a)       Certification by Douglas H. Brooks, President and Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32(b)       Certification by Charles M. Sonsteby, Executive Vice President and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

A current report on Form 8-K, dated October 21, 2003, was filed with the Securities and Exchange Commission on October 24, 2003.  This Form 8-K furnished a copy of the Company's press release announcing its first quarter fiscal 2004 results.

SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                                BRINKER INTERNATIONAL, INC.

Date:  February 9, 2004                       By:    /s/ Douglas H. Brooks
                                                                     Douglas H. Brooks,
                                                                     President and
                                                                     Chief Executive Officer
                                                                     (Principal Executive Officer)

Date:  February 9, 2004                        By:    /s/ Charles M. Sonsteby
                                                                      Charles M. Sonsteby,
                                                                      Executive Vice President and
                                                                      Chief Financial Officer
                                                                      (Principal Financial Officer)