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United States securities and exchange commission logo
April 11, 2023
Joseph G. Taylor
Chief Financial Officer
Brinker International, Inc.
3000 Olympus Blvd
Dallas, Texas 75019
Re: Brinker
International, Inc.
Form 10-K for the
Year Ended June 29, 2022
Filed August 26,
2022
Form 8-K Furnished
February 1, 2023
File No. 001-10275
Dear Joseph G. Taylor:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K Furnished February 1, 2023
Exhibit 99.1
Non-GAAP Information and Reconciliations, page 9
1. We note you have
included the non-GAAP measures "Net income, excluding special
items - Non-GAAP" and
"Adjusted EBITDA, non-GAAP," and that both of these include
the line item "Other
(gains) and charges." Further, we note the inventory of this line item
in footnote (2) on page
7 appears to include several items related to ongoing normal
operations settled in
cash. Please support the inclusion of each line item included in Other
(gains) and charges as
reconciling items to your non-GAAP measures. Refer to the
guidance in Question
100.01 of the staff's Compliance and Disclosure Interpretations on
Non-GAAP Financial
Measures.
Joseph G. Taylor
Brinker International, Inc.
April 11, 2023
Page 2
Reconciliation of Adjusted EBITDA, page 11
2. We note you reconcile "Adjusted EBITDA, non-GAAP" to operating income.
Please tell
us your consideration of Question 103.02 of the staff's Compliance and
Disclosure Interpretations on non-GAAP Financial Measures in
determining the most
directly comparable GAAP financial measure. If you determine Net
Income to be the
most directly comparable financial measure, please revise to include
Net Income with
equal or greater prominence to the presentation of your "Adjusted
EBITDA, non-GAAP"
measure.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Amy Geddes 202-551-3304 or Abe Friedman at 202-551-8298
with any
questions.
FirstName LastNameJoseph G. Taylor Sincerely,
Comapany NameBrinker International, Inc.
Division of
Corporation Finance
April 11, 2023 Page 2 Office of Trade &
Services
FirstName LastName