Marie Kerry – Vice President Investor Relations, Treasurer Douglas H. Brooks – President, Chief Executive Officer Charles M. Sonsteby – Executive Vice President, Chief Financial Officer Guy J. Constant – Vice President Operations Analysis

Jeffrey Bernstein – Lehman Brothers Bryan Elliott – Raymond James & Associates John Ivankoe - JP Morgan Steven Kron - Goldman Sachs Joseph Buckley - Banc of America Securities John Glass – Morgan Stanley Paul Westra - Cowen and Company Brad Levington - KeyBanc Capital Markets David Palmer - UBS Howard Penny – [Inaudible] Thomas Forte- TAG

Welcome to the Brinker International fourth quarter earnings release. (Operator Instructions) It is now my pleasure to turn the floor over to your host, Marie Kerry, Vice President of Investor Relations and Treasurer.

Welcome to the Brinker International fourth quarter fiscal 2008 earnings call, which is also being broadcast live on the Internet. Today with us from management are Doug Brooks, Chairman and Chief Executive Officer, Chuck Sonsteby, Chief Financial Officer, and Guy Constant, Senior Vice President of Finance. Before turning the call, let me quickly remind you of the Safe Harbor regarding forward-looking statements. During our management comments and our responses to your questions certain items may be discussed which are not entirely based on historical facts. Any such items should be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All such statements are subject to risks and uncertainties which could cause actual results to differ from those anticipated. Such risk and uncertainties include factors more completely described in this morning’s press release and the company’s filings with the Securities and Exchange Commission. In addition, Brinker disclaims any intent or obligation to update these forward-looking statements. On this call we may refer to certain non-GAAP financial measures used in its review of the business and believes to provide insight into the company’s ongoing operations. Reconciliations are provided in the tables in the earnings release and on Brinker’s website under the Financial section of the Investor tab for your review. On the call today Doug will begin with and update on the company’s long-term areas of focus. He will turn the call over the Chuck to provide a financial recap of the quarter’s operating results and the fiscal 2009 outlook. Following these comments we will open up the call to questions. Now I will turn the call over to Doug. Douglas H. Brooks: Fiscal 2008 was a transitional year for Brinker International as we continued to weather a tough macro economic environment while taking significant steps to focus our organization on five strategic priorities that build on and compliment the Brinker strategy. As you may remember from our last call these five areas of focus are designed to grow our base business by engaging and delighting our guest, differentiating our brands from competitors throughout the industry, reducing the costs associated with managing our restaurants, and establishing a strong presence in key markets around the world. We’ve come to think of these five priorities as part of our aspiration to transform the guest experience, focusing all of our actions on improvements within the four walls of our existing restaurants. This morning I will provide an update on each of these five priorities. Perhaps our most exciting area of focus is our attention to customizing pace and convenience for the guest. Using a combination of hospitality, process improvements, and cutting edge technologies, Brinker brands will be able to deliver a dining experience that is tailored to our guests’ individual pacing preferences. Whether they’re in hurry or want to relax over a leisurely meal, we will deliver an experience like none other in the industry. With cutting-edge improvements in place we can deliver an exceptional dining experience that could be 15 minutes shorter than the typical 45 minute meal, if desired by the guest. We can also be flexible to provide an outstanding experience at a more relaxed pace as the guest and the occasion requires. Our activities around this focus consist of several interrelated initiatives that transform the transform the guest experience both in and outside the restaurant. Our intention is to design a fully integrated restaurant technology system that dramatically changes the casual dining experience at every guest touch point. Now, in June we began using new kitchen equipment designed to expedite cooking processes and retain or improve food quality at 20 Chili's restaurants. We are evaluating the equipment’s ability to deliver a reduction in cook times for selected menu items, getting hot, fresh food to the guests’ table faster than our traditional kitchens have. At restaurants where that technology is in place, guests are responding favorably to the prompt delivery of meals to their tables. Two selected Chili's and On The Border restaurants are currently piloting a fully-integrated technology system which included enabling technologies in both the front and the back of the house. A second Chili's location will be added during the first quarter of fiscal 2009. Guests at these lead restaurants tell us that they enjoy being able to order quickly and determine the pace of service appropriate to their individual occasions. As far as completion dates and investment costs, we expect a full roll out of the new kitchen by the end of fiscal 2009 and expect implementation of the integrated technology system to be well underway by the close of the year. As mentioned previously, Brinker has dedicated $25.0 million to $30.0 million in our capital expenditure projections for fiscal 2009 for these initiatives. While technology enables better customization of the dining experience, it can’t stand alone. Attentive, responsive team members are crucial to reading each guest and delivering the overall experience that they crave. While we investigate enabling technologies, we are also preparing our restaurant teams for a significant change with comprehensive training programs. In addition, our brands continue to explore service practices and menu offerings that customize the dining experience for guests. For example, all four brands are experimenting with behavioral changes that can transform the payment process. With low or no cost invested, our servers can quickly process payment for the guest who has completed a meal and is ready to be on their way. New menu options targeting the busy guests, specifically Chili's new Bottomless Express Lunch, featuring unlimited soup, salad, chips, and salsa, deliver a quick and satisfying meal price for value. In April we supported this new offering, along with our popular new Big Mouth Bites, with national TV advertising and experienced mid-single digit lift in comp lunch sales. Our focus on pace and convenience is not limited to the dine-in experience. We are also building on our strength in innovation in ToGo by implementing significant improvements that help us deliver hot, fresh orders that are on time and accurate for our guests. These improvements include new technology as well as new packaging and new processes designed to offer a superior ToGo experience. At Chili's these improvements have been supported by spot media in key markets. In the fourth quarter Chili's rolled out ToGo improvements in Dallas, Los Angeles, Tampa, Houston, Orlando, and Miami and supported the implementation with spot media. In these key markets for the brand we experienced an average ToGo sales lift of 5% to 10%. Because ToGo sales represent approximately 10% of total Chili's sales, we are encouraged by the growth potential of these results and are moving with urgency to roll out the improvements to the entire Chili's system by the end of the fiscal year 2009. Our next area of focus is ensuring our restaurant atmosphere represents the vibrant and relevant personalities of our brands and offers a warm and welcoming atmosphere for guests. The current re-image program at Chili's has demonstrated progress in driving incremental traffic as guests return to the brand in the fully remodeled and updated restaurants. This new, more contemporary take on our well-known brand is bringing guests back to Chili's and proving successful in enhancing the overall dining atmosphere. In fiscal 2008, we completed re-images at 73 older, solid-performing restaurants and results show mid-single digit growth in guest counts. By using guest feedback gleaned from the first phase, the Chili's team refined the scope of re-image components to reduce the total investment cost while preserving the redesign elements that clearly resonate with guests. In the fourth quarter we completed two modified re-images at a cost $100,000 less than those in the first phase, while still experiencing impressive lifts in sales and traffic. The program will continue into fiscal 2009 as we re-image 80-90 additional domestic restaurants at that lower cost. An ongoing area of focus for Brinker International’s brands is food and beverage excellences. In an environment where guests are more selective about where they spend their dining dollars, we will differentiate Brinker brands by delivering against high spans of execution in food and beverage quality. Across all brands manager conferences were held throughout this summer emphasizing messages of hospitality and flawless food and beverage execution. In addition, ongoing training and development initiatives at the hourly level focus on reviewing core menu specifications to ensure our food is properly prepared and served. All or development efforts are designed with the goal of having the best trained restaurant teams in the industry. On The Border has implemented new management roles in the kitchen to oversee preparation and quality checks. Chili's also implemented quarterly all-team-member meetings where the entire restaurant reviews hospitality principals, learns about new menu items, and reviews specs for core menu items. And to deliver on its promise to serve picture-perfect food, On The Border began the process of recertifying all part-of-the-house or kitchen team members in culinary execution. At Maggiano's Little Italy daily shift meetings reinforced the brand’s priority to develop knowledgeable servers by recognizing outstanding service and educating team members on menu items and drink parings. Culinary innovation was a key focus for all Brinker brands throughout fiscal 2008. Our flagship brand, Chili's, continues to differentiate from others in the grill and bar segment by capitalizing on the vibrant, bold personality of the brand’s iconic chili pepper. In 2008 Chili's built on its competitive strength by introducing new menu items that tap into the guest preference for kicked-up layers of flavor. In the fourth quarter, new Big Mouth Bites became the brands number one selling burger on the menu. Chili's will continue to build promotions around punched-up favorites and value messages in fiscal year 2009. Chili's received praise by Parents magazine in July as one of the top 10 best family restaurants. In addition to the brands growing array of menu options for kids, the magazine recognized Chili's for its efforts to fight childhood cancer by raising more than $8.2 million for St. Jude Children’s Research Hospital in 2007. On The Border brand is proudly serving the world’s favorite Mexican food with compelling menu options that include guest favorites, exciting new features, healthier choices, and value offerings. In the fourth quarter the brand introduces Tres Favoritos, a three-course value offering that includes a starter, an entrée, and a dessert, as well its take on a popular summer beverage, the new Mexican Mojito. On The Border will continue to innovate in fiscal year 2009 with its current promotion of Grilled Enchiladas, which began July 24. Maggiano's continues its legacy of chef-created dishes by updating its award-winning Little Italy’s Favorite menu with new lobster fettuccine, beef brasciole, and chicken francaise. And during its annual Eat-A-Dish for Make-A-Wish promotion, team mates and guests nationwide donated more than $200,000 to grant the wishes of children with life-threatening conditions. Fulfilling the guests’ need for convenient value-priced options at lunch, Maggiano's has begun testing a new lighter menu in four locations in July. This special menu features combo means, seasonal dishes, and salads that appeal to those wanting smaller portions and more value for the midday meal. The brand is also focused on improvements to its beverage menu with an updated wine list and a planned redesign of its happy hour program, including some new drink specials and expanded menu offerings. Tying all of these areas of focus together, Brinker and its brands are creating a culture of hospitality that establishes emotional connections with our guests and engages our team members. In fiscal 2008 all four Brinker brands implemented fully integrated hospitality platforms. In addition to comprehensive training delivered to all levels of our restaurant teams, the brands also implemented ongoing communication and education to continually reinforce hospitality best practices. Benefiting from regular story-telling, recognition, and enhanced incentive programs, our team members are taking the hospitality message to heart. Better yet, our guests have taken notice and satisfaction scores at all four brands far exceeded our goals for the fiscal year. As mentioned previously, Chili's quarterly all-team-member meetings, utilizing satellite TV technology to deliver a consistent message to all restaurant teams on the same day. It has been highly effective in education, engaging, and energizing our restaurant team members. And the hospitality recertification program at On The Border is reinforcing best practices. At Maggiano's daily shift meetings, new service systems and manager training have enhanced the overall hospitality platform. Each Brinker brand continues to benefit from our hourly hiring process which enables restaurant management to identify its potential team members with a natural affinity to connect with our guests. As a result, we have not only seen improvement in guest satisfaction, but also in team-member loyalty and engagement. At Chili's hourly turnover decreased 26% from 2007. In addition, our decision to slowed domestic development has resulted in increased manager retention, effectiveness, and less management churn. As a result, our mangers can devote more time to optimizing existing restaurants, coaching longer-tenured team members, and taking advantage of leadership development opportunities. These achievements are significant when you consider that providing hospitality is about cultivating relationships. With loyal team members and managers in place, we are better equipped to establish strong relationships with our guests. Another exciting new way we’re reinforcing hospitality and improving team-member engagement and retention is with the national wind up of the Team Members’ Rewards Card by the end of calendar year 2008. This generous benefit not only enables hourly team members to enjoy discounted meals at corporate restaurants, but also builds knowledge of our brands and encourages dining out with families and friends. A further benefit to the program is its advantage in recruiting skilled talent in an increasingly competitive labor market. We gauge our progress of hospitality through our Guest Experience Measurement Program, which measures guest satisfaction according to a unique set of key attributes for each one of our brands. On a year-over-year basis Brinker experienced double-digit growth across all four brands, driven primarily by hospitality and culinary excellence. We believe this improvement in scores should be a leading indicator for improved sales and traffic. Our final area of focus is to continue disciplined and aggressive international expansion with the goal of establishing 300 restaurants outside of the United States by the end of our calendar year 2010. During fiscal 2008, our fiscal year, we furthered this goal by adding 32 new international restaurants in key markets around the world. Fourth quarter openings included new Chili's restaurants in Canada, Mexico, and Abu Dhabi, new On The Border restaurants in Egypt and the United Arab Emirates, as well as a new Macaroni Grill in Egypt. To date 178 Brinker restaurants operate internationally in 24 countries and one territory outside the United States. In fiscal year 2009 our plan is to build 33-38 additional restaurants, further strengthening our presence around the globe. Throughout the year our global development team took steps to enter new and emerging international markets by signing 11 new agreements and franchise partners. These deals enable Brinker to extend our presence with 106 new restaurants in new markets such as India, Morocco, El Salvador, and Singapore, while leveraging our positions of strength in the Middle East and Mexico. With current high interest in our brands and a number of active agreements in place, we are well on our way to achieving our goals for international expansion. Focusing on markets where there is high demand for Western dining brands, as well as the potential to build a significant number of restaurants, Brinker will build out its presence in regions such as Latin America. Fiscal year 2008 marked a considerable joint venture agreement with our partner, CMR, in Mexico, which will effectively double our presence in the country more than 100 restaurants over the next few years. To date, CMR has developed 8 Chili's restaurants as a result of the agreement, one of which happened in the fourth quarter. Development will continue into 2009 when CMR will build an additional 13 restaurants, bringing their total to 21 of the 50 planned. In both Mexico and the Middle East, where the presence of Brinker brands is strongest, our franchise partners are leveraging the power of the portfolio to increase traffic and sales by forming a marketing coalition. By partnering with other franchisees, all business owners can benefit from advertising opportunities that build guest awareness and drive traffic to the restaurant. While we aggressively pursued our goals for international expansion, we also grew strategically in key domestic markets with the help of our franchise partners. In fiscal year 2008 we built 114 new domestic restaurants through combined development of 43 new franchise locations and 70 company-owned, 26 net of closures. Although Brinker continues to be challenged by a highly competitive environment, increased fuel and commodity costs, and an uncertain economy, we’re more focused and more motivated than ever to produce results for our shareholders. Our attention and progress on the five areas of focus are evidence that our foundational strategy is sound. While we continue to optimize the use of capital by being disciplined about new restaurant development, closing underperforming locations, selling company restaurants to strong franchisees, optimizing our debt levels, and increasing capital directly to the shareholders in the form of increasing dividends or stock buybacks, just as important are our efforts to run the business efficiently by managing operating expenses, including G&A. Our top priority as an organization remains increasing profitable traffic over time and maintaining overall margins. We are encouraged by the early progress on our strategic priorities but realize there is much more to be achieved over the long term. With that I will now turn the call over to Chuck to provide further detail and commentary on our fourth quarter business. Charles M. Sonsteby: We are encouraged with the progress we made on our five areas of focus and the related impact to the fourth quarter fiscal 2008 results. As I’m sure you saw in the press release today, in accordance with accounting principals, Macaroni Grill has been removed from discontinued operations for all periods previously presented and included in our results from continuing operations. Brinker is in negotiations with a qualified buyer and a contemplated deal will be structured to include a continuing minority ownership interest in Macaroni Grill by Brinker and the lease of certain Brinker-owned properties to the buyer. And as part of the announcement of the deal, Brinker will provide the financial terms and other details of the agreement and currently a pre-tax impairment ranging from $45 million to $60 million is expected to be reflected in the fiscal 2008 Form 10-K filing. Fiscal 2008 proved to be challenging, but certainly included some financial accomplishments while cementing the financial foundation needed for fiscal 2009 and beyond. First, comparable restaurant sales increased 1% for the fourth quarter, driven by an increase at Chili's of 3.4%. And more specifically, the sales trends at Chili's for the second half of the year were solid. Excluding the impact of California, Nevada, Florida, and Arizona, which are the states most hardest hit by the sub-prime prices, sales at Chili's increased 5.3% in the fourth quarter. In looking at the traffic trends for these states, we continue to see sequential improvement through the end of the fourth quarter compared to earlier in the year. With the exception of Florida, which had some mixed trends. So additionally, for the fourth consecutive quarter, Chili's comp sales handily outpaced the Navtrac casual dining industry benchmark. And this GAAP demonstrates the initiatives in place at Chili's are delivering a differentiated experience. The domestic franchise system comparable restaurant sales as a whole are more similar to those seen at Chili's, outside of those sub-prime states. And international franchise performance is even stronger, in the high single digits. So as a result, Brinker system-wide sales for the quarter increased 7% over the same quarter in prior year, a testament to the strength of the brands. In addition, we laid out a clear goal, moving our franchise mix and large strides were made. During the year we sold 76 company-owned restaurants to franchisees and opened a net 60 franchised locations, including 8 under our joint venture agreement with CMR in Mexico. At year end our franchise mix is 33%. And excluding Macaroni Grill it’s 36%. Credit markets have extended the deal cycle and as such, certain contemplated transactions have moved to fiscal year 2009, but still appear likely. The company’s rigor around financial discipline continue to yield returns to the business in fiscal 2008. Our discipline toward capital expenditure resulted in a dramatic decrease in new restaurant development in fiscal year 2008 and we expect our fiscal 2009 CAPEX to be approximately $175.0 million to $185.0 million. During the year we will open approximately 15 new company-owned restaurants and we expect new company-owned restaurant opening to be even lower in 2010. Even with these successes, fiscal year 2008 proved to be one of the most challenging years in our 33-year history. Commodity price increases were at almost unheard of highs. With crude oil prices reaching historical levels during the year, it took it’s toll on consumer confidence and the overall financial health of the economy and more than ever these events have sharpened our focus to rebuilding a business model capable of operating in a variety of economic environments. Doug outlined how we’ve responded by laying out a path to what we believe will transform the guest experience. Every aspect of our business has answered this call to action from exploring ways for technology to help manage our key costs of labor and cost of sales, to training our employees how to deliver a customized experience to each guest, based on their unique needs. Pace and convenience, restaurant atmosphere, food and beverage excellence, hospitality, and international expansion serve as filters to ensure we continue to focus on the operations of our business imperatives. We are intensely focused on the specific initiatives outlined by Doug that are driving these strategies. None of us are satisfied with our EPS performance, a decrease of 5.4% on a year-over-year basis for fiscal 2008, excluding special items and Macaroni Grill. However, we’ve made the necessary investments and business changes in 2008 to respond in fiscal 2009 and beyond with improved performance and meeting the needs of our customers and shareholders. So let’s turn our focus to the fourth quarter results. And remember, these results now fully incorporate the impact from Macaroni Grill, except where specifically noted. Starting with the top line, revenues decreased by 6.1%, or by 4.8% excluding the impact of Macaroni Grill. Capacity is the primary driver of declines in both measures, with comparable restaurant sales declines at brands other than Chili's also playing a role in the decline. Consistent with recent quarters, capacity is negatively impacted by the sale of 171 company-owned restaurants to franchisees over the last 12 months, as well as the 44 restaurant closures, most of which occurred at Macaroni Grill. Excluding the impact of re-franchising the 171 restaurants, revenues would have increased to 4.6% versus the reported decrease of 6.1%. And these impacts were partially offset by a 67.3% increase in franchise royalty revenues and an increase in comp sales at Chili's. Cost of sales continues to be challenging. On a year-over-year basis cost of sales for the fourth quarter increased 70 basis points to 28.6%. Commodity prices took a toll, representing a 180 basis point increase over the fourth quarter of the prior year. But yesterday continued a month-long trend in lower commodity prices, which is welcome news for the industry. There have been dramatic decreases in corn and natural gas in the last 30 days. So in addition to rising commodity costs, our focus on value offerings, such as Bottomless Express Lunch, our increase in the ToGo business, and a renewed focus on burgers, while being important drivers of sales and traffic trends at Chili's, have negatively affected our cost of sales. Overall, the business has benefited from these decisions, with traffic increases in excess of the change in mix. But a side effect is an up tick in our cost of sales margin. Price leverage helped to reduce the increase of cost of sales in the quarter. Price offset 130 basis points of the commodity headwinds during the quarter. But more than ever a focus on the four walls is essential. Operations, purchasing, and culinary continue to work together to ensure the menu delivers on our guests’ needs, with the appropriate base ingredients and back-of-the-house processes. These groups are continually challenging the entire culinary cycle to maximize the guest experience. And we will work to continue to explore, and where appropriate implement, various kitchen technologies that will help us continue to manage this key expense line. Restaurant expense increased 90 basis points to 55.8%, or 50 basis points to 54.8% excluding Macaroni Grill. For the quarter, just about every component in this expense line has increased from the prior year with the exception of pre-opening expense, which decreased b 50 basis points as a result of opening 32 less restaurants. As for the increases, labor cost increased 20 basis points from wage increases and training investments to help drive our hospitality and food and beverage strategic priorities. Utilities and health care costs are also on the rise, which resulted in a 20 basis points increase. More significantly, advertising increased 50 basis points in the quarter, but was relatively flat for the year. As key initiatives supporting our areas of focus have been put into place, we have supported these roll outs with incremental advertising. When we complete Chili's re-images, these are supported by local marketing to invite guests to see what’s new at their neighborhood Chili's. In addition, when our ToGo guest enhancements were rolled out to new markets, we supported our Right and Right On Time initiative with supplemental spot advertising. Return on this advertising investment at Chili's supports the continued communication of new news around our key areas of focus. Additionally, to ensure we deliver on our restaurant atmosphere strategies, investment in the restaurants is critical. So, we have taken a hard look at the fleet of our restaurants to ensure we’re delivering the experience our guests demand. For the quarter repairs and maintenance have increased by 40 basis points. Throughout fiscal 2008 we have seen repairs and maintenance per restaurant increase by about $2,250 per restaurant due to our commitment to keeping our restaurants in the condition our guests have come to expect at Brinker restaurants. And that’s a luxury many restaurants today can’t afford. The current inflationary pressures are certainly some of the strongest we’ve seen in recent history, well in excess of what we’ve been able to pass through to the guest via a price increase of 4%. This further drives home the need to be innovative in how we manage key line items such as labor, utilities, and supplies. We have accepted the challenge and believe the initiatives in place will help us maximize our resources to respond in the varying economic environments. Depreciation and amortization expense decreased from $46.1 million to $41.3 million in the fourth quarter of fiscal 2008. And the decrease is attributable to depreciations ceasing at Macaroni Grill when it was placed into the assets held for sale category. So excluding Macaroni Grill the depreciation of $41.3 million was a $2.5 million increase from the prior year expense of $38.8 million due to, in part, Chili's re-image program. General and administrative expenses were $44.6 million, or 4.2% of revenue, for the fourth quarter of fiscal 2008. This represents an $8.1 million decrease from the prior year. The significant change in G&A for the quarter compared to the prior year is really attributable to a few key items. First, approximately $3.6 million of the reduction stems from the strategic changes made at our restaurant support center in the third quarter, to better align the center with our goals. Additionally, other major factors include lower stock and performance-based compensation expense. Interest expense decreased $2.0 million on a year-over-year basis for the fourth quarter to $9.7 million. Improvement of interest expense was primarily driven by a lower interest rate on floating rate debt as a result of the actions by the Federal Reserve, partially offset by increased average borrowings from the prior year. The effective income tax rate was 33.8%, up from 21.7% the prior year, due primarily to accumulate adjustment in the fourth quarter of fiscal 2008 related to taxes for prior years as well as the favorable settlement of certain tax audits and benefits from state income planning in the fourth quarter of fiscal 2007. This prior year adjustment reduced current year earnings by $0.04. Cash flow from operations for the fiscal year was $361.5 million, a $123.0 million increase from the prior year, due to lower income, adjusted for non-cash items resulting from incremental margin pressures, and of course the sale of 171 company-owned restaurants to franchisees, as well as the various timing of operational payments and receipts. This was partially offset by $160.0 million savings from lower capital expenditures, largely due to opening approximately 78 fewer restaurants on a year-over-year basis. So now let’s look into fiscal 2009. We expect to generate EPS growth in a range of 8% to 10%. Additionally, we expect our free cash flow yield to benefit from stronger operating cash flows from the business, reduce capital investment, and proceeds of the anticipated sale of Macaroni Grill, resulting in our free cash flow yield almost doubling, with a yield up to 8% in fiscal 2009. Our EPS growth will start slow in fiscal 2009. First, we’re lapping a very successful Honey Chipolte Chicken Crisper promotion in the first quarter, as well as a stronger economy than last year. Additionally, fourth quarter of fiscal 2008 includes a benefit from a variety of items. We had the Easter holiday foot, we had the economic stimulus checks, and we had a favorable advertising match that will not provide the same level of momentum into the first quarter. Also, we began to see the dramatic commodity increases in the second quarter of fiscal 2008 and as such, we would expect a significant increase in the cost of sales during the first quarter of fiscal 2009 compared to the prior year quarter. Since the second quarter increase in 2008, the cost of sales as a percent of revenue trends have been relatively constant for the remaining quarters. Additionally, we saw sequential increases in our depreciation expense for fiscal 2008 due to refinanced re-franchised transactions, Chili's re-images, higher costs from new restaurants, and new kitchen technologies. As we continue to shift our capital deployment from building new restaurants to remodel and technology investments, with shorter depreciable lives, we expect to see a continued up tick in our depreciation expense. So it will be important to consider our current trends as you think about the early part of fiscal 2009. Last, there are two important calendar shifts to consider. First, Christmas Day will trade from the second quarter into the third quarter, which benefits the second quarter. Also, Easter will trade from the third quarter into the fourth quarter of fiscal 2009 and that benefits the third quarter. While we work on our five areas of focus has been started in fiscal 2008, as Doug mentioned, there is still a great deal to be completed in fiscal 2009 and beyond. We remain confident in the company’s financial health and long-term growth prospects. Our initiatives are specifically designed to drive growth inside our four walls and solidify a dynamic business model that can succeed in a variety of economic conditions. Brinker has strong brands, a strong balance sheet, and is able to weather an environment weaker players may not. Our strategies are clearly defined. The path forward is well-communicated with the company, aligning and uniting us behind common goals. Successes recognized in fiscal 2008 have been encouraging and provide further motivation to execute these initiatives effectively and efficiently. The current environment has provided clarity on what we need to deliver, a superior dining experience through hospitality, food and beverage excellence, restaurant atmosphere, pace and convenience, and international expansion. I would like to turn the call over for the question and answer period.

(Operator Instructions) Your first question comes from Jeffrey Bernstein with Lehman Brothers. Jeffrey Bernstein – Lehman Brothers: First, just clarification on your fiscal 2009 guidance, you said the 8% to 10% earnings growth. Just wondered if you could talk about the assumptions for potential share repurchase in that guidance. I know it doesn’t look like you did any in Q4, I’m just wondering what you would assume a normalized rate of share purchases for fiscal 2009, kind of with and without the Macaroni Grill proceeds. Guy J. Constant: As we’ve talked about in the past, we’re not yet ready to make a commitment when it comes to using any potential proceeds that might come from a Macaroni Grill transaction, in terms of whether we would use it to pay down debt or buy back shares. So what we’ve got in our guidance, we’re not really prepared to comment, which of those approaches we’ve used, in terms of determining the guidance. Charles M. Sonsteby: The most conservative approach would just to be use it to pay down debt. Jeffrey Bernstein – Lehman Brothers: So ex the Macaroni Grill, what’s kind of the assumption for share repurchase in fiscal 2009 that’s in the 8% to 10%? Charles M. Sonsteby: It’s minimal. We’re looking at share count being flat to slightly down. That just gives us the opportunity to look at where the environment is in terms of cash flows. It doesn’t mean that we don’t believe that we’re going to return that cash to shareholders, it just means that in our guidance we haven’t built in a lot of share repurchase, up side as we go forward. Jeffrey Bernstein – Lehman Brothers: And in terms of, you mentioned obviously the commodity cost concerns, and talked about pricing, but can you talk in a little more detail specific to fiscal 2009 in terms of your contract lengths. I know you periodically say you have 75% to 80% contracted. Just wondering where we stand on that in terms of specific commodities and whether, broadly speaking, you’re seeing changes from suppliers in terms of the terms of the agreement, the lengths of the terms, and perhaps how much pricing you’re comfortable carrying in fiscal 2009. I know you were running just north of 4% now, whether we should assume that going forward. Douglas H. Brooks: First of all, let’s talk about pricing. You know, we obviously prefer not to take price, we prefer to get guests in and get more traffic and get higher mix, as what we would prefer to see. And certainly the commodity environment has been tough and Marie has been looking at that, so Marie, do you want to talk a little bit more about commodities?

Jeff, as you mentioned, we are highly contracted in our commodities. We’ve mentioned in the past the contract we have with chicken that goes out to 2011 and then our beef ranges around 6 months-18 months. Now, those are multi-year staggered contracts and so, as last quarter, I just wanted to give you a little bit of guidance in terms of what would likely roll out, within the next quarter. So within Q1 we are looking at about 7% of our contracts to be up for renewal. And that’s going to be mainly beef and produce. Now, when you look out a little bit further, to Q2, approximately 34% will roll off and up for renewal. And that’s just quite a few commodities that we contract that have a calendar year end, so that Q2 gets us out to December. So we’ll expect to be in the market negotiating those new contracts. Jeffrey Bernstein – Lehman Brothers: In otherwise we should assume kind of continues in the 4% to 4.5% range for all the brands? Charles M. Sonsteby: I wouldn’t make that a given. We rolled over about 120 basis points of price at Chili's in July. And we didn’t reinstitute anything. So we’re continuing just to take a look and see where the markets are. Certainly hopeful some of the trends that have happened over the last 30 days mean that some of the commodity inflation has started to tampen down. As I talked about, it seems that corn has come way off, some of it is starting to be pricing well. I wouldn’t say it’s good but it’s certainly better than it was. We’re hoping that maybe there is a light at the end of the tunnel here on some of these commodity and inflationary pressures. So we’ll evaluate that as we go through the year. Jeffrey Bernstein – Lehman Brothers: But you mentioned the lapping of the 120 basis points in pricing. Can you give us an update in terms of the actual comp trends through July to continue the momentum at Chili's? Douglas H. Brooks: You know, we didn’t see the exact same momentum continuing in Chili's. It’s sort of flattened out a little bit as we got through the first part of July. We think some of it was related to the way the holiday was and the calendar shifts there. But I would say that we went in and made some changes to our advertising and promotion, schedule. We were doing Create-Your-Own fajitas, which had a much higher price point. And we didn’t see the same kind of response from consumers that we had in the past. I think the other issue we were facing in July was we were lapping over a highly successful promotion from last year where we had some of the best same store sales performance in Q1. So, we made some changes to the advertising and promotion schedule. We went to the Bottomless Express Lunch again and back with our Big Mouth Burger Bites, which have done very well and we started seeing a bounce back again. So I would say that the environment is pretty choppy out there right now.

Your next question comes from Bryan Elliot with Raymond James. Bryan Elliott – Raymond James & Associates: Couple of clarifications first, Chuck. You mentioned in your prepared remarks free cash flow yield doubling. I assume that you were referring to dollars, free cash flow dollars doubling in 2009 versus 2008? Charles M. Sonsteby: Yes. Bryan Elliott – Raymond James & Associates: And you mentioned stock-comp as down in Q4. Do you happen to have that number handy? Charles M. Sonsteby: No. We can get that for you. Bryan Elliott – Raymond James & Associates: No problem. My question, just sort of thinking about the accounting and reporting for the Macaroni Grill situation. Charles M. Sonsteby: Sorry about all the confusion. Bryan Elliott – Raymond James & Associates: Did I interpret your remarks correctly that you expect to take the asset valuation adjustment before you file the 10-Q? I would assume that would be in conjunction with a firm transaction? Charles M. Sonsteby: That’s right. When we reach a firm transaction we will send out a press release that will quantify the exact amount of charge that we would take. And also give other financial details around the transaction. Bryan Elliott – Raymond James & Associates: And it sounds like if you have a continuing minority interest, is there any reason to assume that that would not be accounted for and shown on the income statement as sort of an unconsolidated equity line item? Douglas H. Brooks: Yes. We will try to get equity accounting. So that means that we’ll have an interest of less than 20%. Bryan Elliott – Raymond James & Associates: And if that happens, then are we forced, given that we’ve reconsolidated Macaroni Grill here, at this moment in time, if it then flips to an unconsolidated line item on the income statement, will we have a full year of sort of apples-to-oranges where we restate 2008 and reconsolidate and then unconsolidated again beginning in Q1 2009? Or can you sort of hold your as-reported prior years? Charles M. Sonsteby: We’ll hold the as-reported prior years and then we will have the new entity come in as an equity line. Douglas H. Brooks: Bryan, let me talk a little about the Macaroni Grill transaction. I think for us, we’re trying to do the best thing for everyone. We know it’s a tough credit environment out there. We believe that holding a minority interest is a good thing for our current shareholders in that while the price that we’re considering selling Macaroni Grill for, it might be a price less than what others have assumed, but that just gives us immediate cash. It takes away just the uncertainly that has existed both in the restaurants and also out on the Street as to what we are going to do with Macaroni Grill. It also allows us to participate with the brand in any up side that might come at some point in time from the brand being revived. So we think it’s a good win-win, first for Macaroni Grill, second for us, too. So we think it’s a very good solution. Bryan Elliott – Raymond James & Associates: It looks like the full year EPS contribution from Macaroni Grill was $0.34, which is essentially the difference between the $1.75 and, I don’t know, I came up with $0.08 in the quarter and $0.34 for the year. If you don’t have that handy, that’s fine. Charles M. Sonsteby: That sounds high. We’ll have to get in touch later and talk about that. Bryan Elliott – Raymond James & Associates: Okay. It’s actually in table 4, is where I got that. It shows $0.34 for Macaroni Grill before special items. Charles M. Sonsteby: Oh, okay, before special items related to Macaroni Grill. That might be good. Bryan Elliott – Raymond James & Associates: So that’s kind of an operating number? Charles M. Sonsteby: Yes, that would be kind of an operating number, not counting closures and a few other things. Bryan Elliott – Raymond James & Associates: And could you sort of, looking at that number and thinking about that as an operating EPS number, is that kind of a clean number? I think there was no depreciation against it for a while. Charles M. Sonsteby: There’s no depreciation in there and they’re not attributed to any G&A for shared services, so that would not necessarily be a clean number. Bryan Elliott – Raymond James & Associates: So that’s more akin to a store-level cash flow number? Charles M. Sonsteby: Yes.

Your next question comes from John Ivankoe with JP Morgan. John Ivankoe - JP Morgan: On Macaroni Grill obviously you said that you’re going to maintain a majority interest. Douglas H. Brooks: No, a minority interest. John Ivankoe - JP Morgan: Excuse me, exactly. You’re going to maintain a minority interest. And what was interesting is you said that you may act as landlord for certain properties that you’re going to sell. I guess I’m just trying to understand, what would actually be, maybe just give us a round number, maybe consistent with the $45 million to $60 million charge that you’re going to take, what would be the expected cash proceeds that you could get out of this transaction? Just because you’re keeping minority interest and acting as landlord for some properties, I just don’t know what kind of number to use. Douglas H. Brooks: John, I don’t want to get too much into details. I think in terms of the property, that’s important because our accountants stated that if we were going to remain landlords that means we had a continuing interest and that would disallow discontinued operations. So that’s why that sentence is in there. The assumption of leasing the property would be on a handful of restaurants. This is not a wholesale, hold the restaurants and lease them. John Ivankoe - JP Morgan: Okay, so what we don’t need to worry about is someone kind of buying the majority interest in Macaroni Grill for very little cash. In other words, maybe you keep 10% to 15% to 20% of it. I just want to actually follow up on the first question. You mentioned that in our 85-10% EPS guidance that you had very little share repurchase assumed. Just following your guidance, which I think said 2.5% to 3.5% revenue growth and operating margins of flat to down 20 basis points, which adjusts obviously in operating income number of very low single digits, less than 2.5% by definition, what’s the difference therefore between operating income growth and EPS growth if you’re not buying back stock? Or did you mean to say that? Charles M. Sonsteby: No, we would buy back about $150 million worth of stock. The share count is going to go down on a year-over-year basis. John Ivankoe - JP Morgan: Maybe I didn’t understand how you answered the other question but certainly that would make sense to us as well. And if you could discuss your attitude on pricing right now. We’re being given a lot of mixed signals about some companies saying, especially in quick service, kind of mid-single digit pricing. Other companies in casual dining that are talking about no pricing. Do you think that consumers’ attitude is that they expect pricing to be taken and that’s why you feel comfortable running 3% to 4%? Just what is it you think the consumer can absorb without getting in a position where you are in fact are driving negative traffic at your brand? Charles M. Sonsteby: Well, John, that’s the question that we’re all working on. You know, if you go back to a year ago, Chili's was only running 70 basis points, so in essence, in some respects our pricing currently is a little bit of catch-up pricing. From prior years. You know, we went almost six months without taking any price, and then we took a relatively small amount to loose the 70 basis points. Douglas H. Brooks: John, I don’t know that our attitude about price is any different today than it’s ever been. We never want to take it unless we think there’s long-term costs built into the operation of the business and certainly the commodity inflationary environment this past year is sort of unprecedented, but we actually have increases on a lot of other lines across the P&L. So how much do we think the consumer can stomach? They certainly see the price increases at grocery stores and across all other food products. But again, taking price today is a little bit maybe more of a science as much as an art because we’re also adding in some of these value propositions for the guests. You know, the menu is made up of products like bottomless soup, salad and chips. Portion sizes are changing. You see more and more restaurants, including ourselves, Maggiano's creating items that are smaller portions and more value-oriented. So the whole idea of food costs and food cost increase is a little bit trickier and more challenging. But our position hasn’t changed in that we’re going to continue to watch the market and try to take price increases as low as possible, but we will take it if we see increases in the cost of running the business that we think are built in for the long term. And 4% is higher than I would like to be right now, I can tell you that. So, the prices that just got lapped at Chili's were not concerning an aggressive increase back to that number. We’re sitting and watching the market. And are excited by the last 30 days as many of the commodity prices are starting to get back to levels closer to what we’re used to.

Your next question comes from Steven Kron with Goldman Sachs. Steven Kron - Goldman Sachs: Just a couple of follow-ups on the Macaroni Grill to begin with. The potential sale here that you’re presumably going to announce in the next couple of weeks or so, is the financing on that transaction already locked in or is that something that we’re still waiting for? Charles M. Sonsteby: It’s not completely locked in. But we have been given assurances that the buyer does have it. Steven Kron - Goldman Sachs: And clearly your initial intent was to sell the brand in its entirety, so what would you attribute the selling the majority stake to? Is it more the current credit environment or does it represent more of a deterioration in the brand and is it you intent that going forward down the road you will sell the remaining piece? Charles M. Sonsteby: I think a lot of things tie into that. The brand has not performed as well as we would have liked and that certainly brought values down. I would say that the values in the restaurant industry, as a whole, have come down. So when we look at the price that we would be potentially selling the brand for, I don’t know that it makes sense to sell the whole thing. So I think for us it’s a good win-win, it gives us some cash today, allows us to work with our balance sheet with that cash on our balance sheet, and do the best thing for shareholders. It also allows us to participate if there’s any up side. And it helps get a deal done because certainly having us in there as equity makes the transaction easier to finance in a very tough credit environment. So I think it’s a little bit of everything that you mentioned, Steven. Steven Kron - Goldman Sachs: On the re-franchising front, I think on the last call you talked about maybe discussing in a little more detail maybe what the next hurdle might be from a business mix perspective. You mentioned, Chuck, that some of the units that were maybe earmarked for the end of fiscal 2008 kind of got pushed out, or some of the small transactions got pushed out into 2009. I would imagine that has to do with the credit environment as well, but can you talk about your level of confidence, where you see this ratio going? And I would also be curious if you have any kind of anecdotal evidence that the performance of the 171 stores that you did sell to franchisees this year, have those shown improvement under different ownership such that you can present a compelling case to would-be buyers down the road? Charles M. Sonsteby: A couple of things. I think the credit environment has slowed those to maybe the first part of 2009. And we still think that a couple of those are going to get done. So we have a high degree of confidence. I think the best thing is we’ve brought very talented franchise partners into the system and also brought some, or utilized some existing partners in the sales of the 171 restaurants. So they’ve had very good success. They’ve been able to improve the financial performance of those restaurants. Some of it’s due to the fact of where they lie, it’s been less than sub-prime affected markets. But I think they’ve taken the best ideas we have and then added some of their own great ideas and the nice thing about having a higher franchise mix is I know Todd and his team have been meeting with franchisees, talking to them, finding out what their best ideas are, so we can bring them back and put them into the company-owned system. Again, we’re a learning organization. If someone has a better idea, then we want that better idea so we can improve the profitability of our company-owned restaurants, too. I know Todd’s team is well down that path. Steven Kron - Goldman Sachs: So excluding Macaroni Grill you’re currently at a 36% franchise mix. Charles M. Sonsteby: Yes we are. Steven Kron - Goldman Sachs: Where do you see that going over the next year? Charles M. Sonsteby: Just because of the change in our company development schedule, we’re certainly opening less company restaurants. Our franchise partners still have plans for aggressive development. So we’ll continue to have a higher franchise to company mix than we do today. But I don’t want to get too far out in front of myself announcing deals until the credit market starts to get a little bit better. I’m certainly glad that we got the deals done that we did when we did. The credit markets today, it’s tough for people to get large-scale re-franchising done. Steven Kron - Goldman Sachs: And there was some G&A that was still kind of on the P&L even though you had the Macaroni Grill businesses discontinued ops that upon sale would be able to be unwound so to speak. If you still have a minority interest on the P&L will that extra layer of G&A, will that still be something you can remove or is that then stuck with you? Charles M. Sonsteby: Well, it wouldn’t be stuck with us. I think the questions is how are we going to operate the business on an ongoing basis. Generally when we’ve sold a brand or parts of a brand, we’ve had transition of services agreement where we are reimbursed for costs over time, to do back office reporting and that while the purchaser either creates their own accounting systems and creates their own back office systems, or in the case of some of them, we continue to provide that for a fee. So I think that’s going to be dependent upon how the negotiations go, whether the purchaser wants to continue using Brinker services or wants to peel out and go on their own. Certainly in the short period of time a transition of services agreement would be in place. So I think as we go through 2009 we’ll have that figured out. It won’t affect our P&L until much later in the year, if at all.

Your next question comes from Joe Buckley with Banc of America. Joseph Buckley - Banc of America Securities: First just a numerical question. Could you give us the franchise revenues for the quarter and for the year?

Just as reference, we’ve actually put those on the website as well. We actually have it broken out, one time fees and the royalty fees, year-over-year. Charles M. Sonsteby: While she’s looking . . . Joseph Buckley - Banc of America Securities: You mentioned the first quarter having, or maybe it was the fourth quarter, having favorable advertising variance in the first quarter. How are you thinking about advertising for the full year 2009 versus 2008 and are there any other big quarterly variances we should be aware of? Charles M. Sonsteby: Not that I’m aware of today. Certainly we look at match up of advertising schedules this year I think it’s much closer to, 2009 is certainly much closer to 2008. Joseph Buckley - Banc of America Securities: On the air more significantly, more off the air significantly, more as we look at the year as a whole? Charles M. Sonsteby: It is very comparable as we go through the year. Joseph Buckley - Banc of America Securities: You mentioned the remodel costs coming down $100,000. Where are you removing that costs as you do those lower-cost remodels? Charles M. Sonsteby: Really nothing that the guests would see. Some of it is benches, roofing changes, some archways, different use of stone. We had some raised platforms in the interior, we had some new liquor niches, the lighting is a little more simplified. I don’t think it’s really anything that the guest would notice. And in fact they haven’t because performance has remained pretty similar and very good even though the cost came down. So it’s a real win-win and a nice job by folks at ops and facilities. Douglas H. Brooks: Joe, I would add from maybe a consumer standpoint and a non-construction expert, which is how myself and my wife would classify me, I was very familiar with all the pieces of the original re-images and went on an on-site trip to one of the two that was done at $100,000 less and I had a very hard time finding out what the elements were. They’re so subtle, there were so many pieces. And of course the sales and the guests commentary speaks to that. But even if you had seen an earlier one, it was very difficult to even list what the changes were. The naked eye didn’t really pick up on what they were. Which makes it very exciting and our sales results of those two new ones, I think speak to fact that the impact is just as great, saving $100,000 each. Pretty amazing. Joseph Buckley - Banc of America Securities: Another Chili's question. You talked a lot technology changes and I guess there are 20 units that have some new back-of-the house kitchen equipment. Can that alone get you from that 45 minute meal service down to 30 minutes if that’s what the customer is looking for? Guy J. Constant: No, it’s really a holistic, integrated hospitality and technology piece, Joe, from front door to back, from server in a restaurant to ToGo cashier, and honestly, it really is an opportunity as I think Chuck mentioned in his comments, for us to look at the business model of our Brinker restaurants. We think we can upgrade the quality, speed up the experience, but also challenge some of the processes, some of the scheduling. Honestly, the way we run the whole business. And so there are integrated technology pieces. The part in the kitchen can probably get you five minutes or slightly more than that. But, the other nice tangent to that is the fact that this is higher quality food and smaller pieces of equipment. There’s just been some remarkable improvements in some of the equipment and technology. But it doesn’t stand alone. Those pieces of equipment get tied into handles that the server has, tied into a guest management system, the host at the front door. They’re tied into the real-time calculator on the cash register ToGo station so that you know not just how long to prepare an item but how many items are actually being prepared at one time in the kitchen so you can predict how long it will take to pick-up the to-go order. So, we’re looking at this as a raw opportunity to figure out how to make Brinker restaurants not just deliver on a time or a pace, but also manage how we operate the business, how we spend money, what a server does, and try to figure out a way to make more money in the building as well.

Would you like the numbers including Macaroni Grill or excluding Macaroni Grill for the franchise revenues? Joseph Buckley - Banc of America Securities: Could we get them both ways?

Yes. Start with including Macaroni Grill, the one-time items fiscal 2007 fourth quarter was $5.0 million. And as you recall, in the fourth quarter of last year is when we closed the Pepper Dining. And so we received the $4.1 million of franchise and development fees. This year, fourth quarter fiscal 2008, we recorded $1.5 million. Excluding Macaroni Grill for the one-time fees fiscal 2007 fourth quarter, $4.8 million and fiscal 2008 fourth quarter $1.5 million.

Your next question comes from John Glass with Morgan Stanley. John Glass – Morgan Stanley with Morgan Stanley.: Have you begun to see the benefits from the Bennigan’s closures and maybe do you expect to and is there anything you can do to capture your share from those closings? Charles M. Sonsteby: John, I know places and locations where we are located right next to where a Bennigan’s was. We have seen an up tick in sales and traffic at those locations. It’s pretty hard to go out and target specifically those customers, anything we might do would also be taken advantage of by existing customers so it’s pretty hard to go out and say if you have a Bennigan’s receipt we’ll give you $5 off or something like that. Just kidding. They were heavy in Texas, that’s certainly good for us. But we’re just seeing a small bump. I think bigger than that, John, is the transformation that you’re seeing in the industry in that it used to be situations like that, companies went from some kind of financial straits to Chapter 11 and just never stopped opening their doors. But certainly changes in debtor in possession, or DIP financing, has made it much better for brands like ours in that these brands are going away. And that’s a positive, because that takes supply out of the industry. And I think everybody’s been looking for a correction in supply. And I don’t think this is the first. We’ve seen a lot of restaurants here in Dallas, some at the higher end, some at the lower end, go away. And I’m sure if you look around the city you’re in, you’re seeing the same kinds of situations. So supply is starting to rationalize itself, which is a good thing for us in the grill and bar segment. I think it’s a good thing for restaurants overall, especially if you’re well capitalized and have a good balance sheet. John Glass – Morgan Stanley with Morgan Stanley.: And, Doug, is there any way to put numbers or sales benefits around some of the things you talked about with respect to the kitchen equipment and mill pacing. Have you seen a lift in comps or has it simply been an indirect lift in terms of better customer satisfaction? How do you measure, quantitatively the success of those programs? Douglas H. Brooks: What we have seen, John, on a couple of very busy nights, in both On The Border and Chili's that have all the pieces in place, are more sales per hour, we’ve seen shorter waits. So what it does, it potentially gives you the opportunity during your busiest times to get more people through the door. We’ve also seen on a Valentine’s night, one of the restaurants back in February had the ToGo technology in place and again, their ToGo sales were much higher per hour and for the whole night than they had ever been before. So it gives us the ability, in the busy restaurants, to add more capacity. But it also certainly gives us the ability to get people that might not be coming now because they picked a fast casual restaurant or a fast food restaurant, to add us to their list of potential lunch guests. A lot of these opportunities are up side sales business besides we’re getting today. And yes, we’re also seeing some improvements in some of the hospitality scores and the guest measurement scores. In some cases just because you’ve given people time, they interpret that as better hospitality or service. There’s a direct correlation between how happy you are based on how long it may take, especially if you’re in a hurry or particularly during a lunch visit. So we’re tracking it every way we can slice it and are optimistic and positive about the way it impacts a lot of different, not just guest satisfaction, but also potential sales for the restaurants.

Your next question comes from Paul Westra with Cowen and Company. Paul Westra - Cowen and Company: Just a couple of follow-up questions. The $204.0 million assets held for sale, I assume that’s all Macaroni Grill, so am I safe to assume with the pending write down that that number will drop to about $150.0 million? Charles M. Sonsteby: Yes. Paul Westra - Cowen and Company: Second questions, also with Macaroni Grill clarity. You will be obviously reporting an ongoing minority interest line that I know is not included in guidance. You mention also that if Macaroni Grill was fully included that it would be dilutive to guidance. But going forward when we see this line, is it going to be a positive or negative absolute number? Charles M. Sonsteby: It will depend on the performance of the business, Paul. That’s the toughest thing for us try and outline. No matter what, we still don’t have a deal and also it’s not going to happen immediately. I would think that any transaction we enter into would still take 3 or 4 months at the fastest and perhaps as long as 6 months, or 5 months, to get fully put in place. So we’ll have to time to cover all that, Paul. I think it’s pretty tough to assume today what that number will be. Paul Westra - Cowen and Company: But we are looking at a prospect for the first fiscal quarter, maybe the second quarter, to have a, in the release like today where it will include the Macaroni Grill numbers? Charles M. Sonsteby: Yes. We’ll still have Macaroni Grill fully included for, at a minimum, the first quarter. Paul Westra - Cowen and Company: And second and sort of related, if the proposed transaction goes as expected with the minority ownership on your behalf. How are you sort of tactically doing the support center G&A, it’s a related question because your outlook is flattish for fiscal 2009 and I’m sure that’s why if you were able to sell a majority of Macaroni Grill, and I assume you would outsource some of the services, and why wouldn’t we see some leverage on that? Charles M. Sonsteby: So what’s the question, Paul? I’m sorry. Paul Westra - Cowen and Company: How is the support center going to deal with servicing Macaroni Grill going forward, if at all, once it’s potentially majority owned? Charles M. Sonsteby: That will be up to the negotiations between ourselves and the buyer, if we can provide services that work for the purchaser at a price that we think is reasonable then perhaps we can continue. But we would certainly do it in the interim and then we’ll have discussions about how long that would last. Guy J. Constant: And, Paul, just keep in mind that our guidance is flattish as a percent of revenue, not flat on an absolute dollar basis. So, if the Macaroni Grill revenues come out of the P&L then we would expect to so a corresponding adjustment to G&A.

Your next question comes from Brad Levington with KeyBanc Capital Markets. Brad Levington - KeyBanc Capital Markets: I just wanted to follow up on the earnings guidance, the 8% to 10% for fiscal 2009. That excludes Macaroni Grill. What number is that based off of from fiscal 2008? Charles M. Sonsteby: It’s the excluding Macaroni Grill number for fiscal 2008 as well, Brad. Brad Levington - KeyBanc Capital Markets: And then on the re-image, the $100,000 off, does that take you to about $300,000 to $350,000 per unit?

Actually, the cost of the re-image would go down to $260,000. Brad Levington - KeyBanc Capital Markets: In the impairment charges that the adjustments are made for, are there impairment charges related to the remodels included in that? Charles M. Sonsteby: Any capital expenditures we would have for Macaroni Grill would certainly increase the asset value of Macaroni Grill and therefore would be a higher difference, so yes, it would increase the impairment charges.

Your next question comes from David Palmer with UBS. David Palmer - UBS: On the June quarter I think Chili's beat Navtrac by 4.5% or some big number like that. Congrats on that. The second part is really the worry going forward, which is, of course, you have the casual dining industry, the same store sales declined I think about 1% during that quarter and I think folks would be concerned that that would deteriorate from there. And it’s probably hard for you to comment on that. But the second part is that you really had some super promotions that really drove traffic. They’re compelling, they offered that price point that seemed to really move people, basically those two burger promotions. You touched on how the higher priced promotion perhaps didn’t work as well as it might have and didn’t stack up against your Chipolte Crispers last year. So I’m wondering if there’s any comfort you can give us around Chili's not being a one-hit wonder with regard to the innovation pipeline and marketing. Do you have stuff in the pipeline that you think, in this environment, will give you that combination of price point and branded appeal that you got with that last quarter? Charles M. Sonsteby: Well, David, we certainly do feel like we have some great product introduction. I was talking to Todd this morning and he’s pretty excited about some of the things that are coming out in the September time frame. So we don’t feel like it’s just a one-hit wonder, we do believe that getting back to where consumers are today, hitting the value message is certainly important to them and we think we have some new items that are priced in a value perspective that does give a great value and great perception at a lower price. And those items are coming out in September.

Your next question comes from Howard Penny with [inaudible]. Howard Penny – [inaudible]: I guess you could make a case that Chili's, or Brinker International, sort of was a leading indicator into the down turn in casual dining because your traffic told us before anybody else and I guess we would like to make the case that’s it’s a leading indicator on the way out as well, with the improvement in Chili's comps. And my question revolves around the cycle and where you think we are in this current down turn with Chili's doing a little bit better relative to the industry, and obviously the numbers that Navtrac is throwing out as an average, so there’s a lot of other companies that are doing a lot worse than that and you’re doing much better. So, maybe if you could put into perspective where we are in the cycle, given Bennigan’s and some of the others. Douglas H. Brooks: I don’t know if predicting what’s going to happen in the financial markets wasn’t something I took in college. I can tell you that for sure. And the crystal ball we have here is probably more focused on the brand differentiation. I mean, there still are consumer trends about dining out and what we own most at Brinker is providing the right products, back to David’s question and your comment, having brands differentiated and the brands that are going to go away are probably the ones that are not just as strong in the balance sheet but also don’t provide products or experiences that the guests see as different and providing the needs they have. So, we were very excited about what Chili's did in May and June. And part of it is product, part of it we think is our focus on hospitality and the building itself. If you go into a re-imaged Chili's it does feel rejuvenated, it feels relevant, it feels contemporary, it feels exciting. And all the more in Maggiano's and Macaroni Grill, we’ve got some of things happening there, too. But where the market place is, I think as Chuck already said, there’ll be a lot more private, single, mom-and-pop, entrepreneurial restaurants go away and there will be some more chains going away as well. Because the cost side is just too onerous right now. And that’s why the things we’re doing in our restaurants, this technology, hospitality, part of it is trying to figure out how to make the P&L better as well, part of it is trying to figure out how to make more money and provide faster food experiences and better guest experiences. But Chuck and Guy may have more commentary on the financial markets. It’s a tough market right now, that’s for sure. Charles M. Sonsteby: You were asking where we are in the cycle. I think the cycle is still tough for the industry. I do think, individually, that we have improved our position within the cycle, I think some of the things Doug talked about has helped us differentiate ourselves from the grill and bar segment. I think on the supply side we’re certainly heading toward more of a trough, in terms of, even ourselves, we’re slowing up our development as we go into 2010. I think you’re starting to see some of those weaker competitors go away. And they’re going to go away for good. That’s the best news of all. So I think the supply cycle is getting better, I think we’re improving ourselves in the sales cycle of casual dining but I wouldn’t say that it’s getting ready to take off. Howard Penny – [inaudible]: Your comment earlier, Chuck, about your back-to-burger basics. This is the second time since I’ve been following this company that you’ve lost the focus on burgers. I was just curious as to why that happens. Charles M. Sonsteby: I think some of it is consumer driven. Certainly over the last few years people have felt, you know, very rich and felt like spending more money. Certainly if we can trade up on a check average, that’s a good thing for us and a good thing for our shareholders. So I think we’ve had some exciting products around fajitas and ribs. But burgers are a mainstay, you’re right. That’s back to the core of what Chili's is and one thing we do really, really well. And in a time like today, where people are looking for value, burgers score well. And so, yeah, maybe somewhat back to the past or using the same road map to find our way out of the woods could be an analogy. But I think some of it is just where the consumer is today. And we’ve certainly come up with some highly creative ways to remake burgers and the guest is responding. Douglas H. Brooks: Burgers were the first product at Chili's 33 years ago but man cannot live by bread alone so we probably get intrigued by always expanding that menu to give guests more options. Guests do get tired of eating the same thing over and over again. So, yes, if you were to go backwards, and I think this is what you’re doing Howard, is challenge did we get too far off that primary burger road map. Maybe so. A part of that was to build other reasons for saying whether guest show up you don’t want to have a veto vote, if you only had burgers, people would use that as a reason not to come. But there are the core equity and strength of Chili's brand, no question, and so we have to keep that in mind. Creating great new burgers has been part of our past and will be part of our future.

Your final question comes from Thomas Forte with TAG. Thomas Forte - TAG: I wanted to know if you could provide a few more details on your comments regarding California and Florida. In particular your strength or improving results in California. I wanted to know if you thought that was a reflection of the ToGo initiatives, the re-imaging, or change in the year-over-year market spending, for example. Charles M. Sonsteby: Well, we do know that California was one of the markets where we did the improved ToGo and we did see nice months in ToGo, that was certainly part of what drove it. Guy J. Constant: No, I mean the numbers, as Chuck had said, they have gotten much better and they became sequentially better within the quarter as well in California. We certainly saw some improvements late in the quarter in what we’ve done in California. Now I don’t know if that’s a reflection that issues are over with the sub-prime market or economy. I wouldn’t want to say it was an indication of that, but certainly we’ve seen some sequential improvement in those markets. Charles M. Sonsteby: And I would say that that has been brand-specific, for Chili's and we have not seen Navtrac numbers necessarily getting much, much better in those markets. They told us what we’ve been doing in the restaurants, some of the initiatives and marketing programs that we’ve had have really helped. Thomas Forte - TAG: And if you could quickly compare that with Florida, in Florida you said it sounds like the trends got a little weaker than they were last quarter. Is there a difference there with what you’re doing there as far as ToGo or re-imaging or marketing? Charles M. Sonsteby: No, I know we did marketing for ToGo in Florida, but I think Florida is a little tougher look at Florida because there is some seasonality with vacations and that. So we’re not sure how much of it is base business versus however much of it might be people delaying or not going on vacation and what impact that might have.

There are no further questions.

We want to thank everyone for joining us on the call today. This concludes our fourth quarter earnings call and Q&A session. We look forward to talking to everybody on August 21 for our first quarter fiscal 2009 results. Thank you.