UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended ~~September~~June 25, ~~2022~~2023
or
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ______ to ______

Commission File Number: 001-35625

BLOOMIN’ BRANDS, INC.

(Exact name of registrant as specified in its charter)


Delaware						20-8023465
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

2202 North West Shore Boulevard, Suite 500, Tampa, FL 33607

(Address of principal executive offices) (Zip Code)

(813) 282-1225

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

$0.01 par value

BLMN

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~October~~July 27, ~~2022, 87,793,644~~2023, 87,097,283 shares of common stock of the registrant were outstanding.

Table of Contents

BLOOMIN’ BRANDS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended ~~September~~June 25, ~~2022~~2023

(Unaudited)

TABLE OF CONTENTS


	PART I — FINANCIAL INFORMATION	Page No.

Item 1.	Financial Statements (Unaudited)	3

	Consolidated Financial Statements:

	Consolidated Balance Sheets — ~~September~~June 25 , 2023 and December 25, 2022 ~~and December 26, 2021~~	3

	Consolidated Statements of Operations and Comprehensive Income (Loss) — For the Thirteen and ~~Thirty-Nine~~ Twenty-Six Weeks Ended ~~September~~June 25 , 2023 and June 26 , 2022 ~~and September 26, 2021~~	4

	Consolidated Statements of Changes in Stockholders’ Equity — For the Thirteen and ~~Thirty-Nine~~ Twenty-Six Weeks Ended ~~September~~June 25 , 2023 and June 26 , 2022 ~~and September 26, 2021~~	5

	Condensed Consolidated Statements of Cash Flows — For the ~~Thirty-Nine~~Twenty-Six Weeks Ended ~~September~~June 25 , 2023 and June 26 , 2022 ~~and September 26, 2021~~	7

	Notes to Consolidated Financial Statements	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2721

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5041

Item 4.	Controls and Procedures	5041

	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	5142

Item 1A.	Risk Factors	5142

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5142



Item 6.	Exhibits	5243

	Signature	5344

Table of Contents

BLOOMIN’ BRANDS, INC.

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE ~~DATA, UNAUDITED)~~DATA)


							JUNE 25, 2023		DECEMBER 25, 2022
		SEPTEMBER 25, 2022		DECEMBER 26, 2021			(UNAUDITED)
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	90,678	$	87,585	Cash and cash equivalents	$	88,794	$	84,735
Restricted cash and cash equivalents		143		1,472

Inventories	Inventories	83,250		79,112		Inventories	62,327		78,124

Other current assets, net	Other current assets, net	101,639		184,623		Other current assets, net	96,770		183,718
Total current assets	Total current assets	275,710		352,792		Total current assets	247,891		346,577

Property, fixtures and equipment, net	Property, fixtures and equipment, net	875,567		842,012		Property, fixtures and equipment, net	975,986		914,142
Operating lease right-of-use assets	Operating lease right-of-use assets	1,115,004		1,130,873		Operating lease right-of-use assets	1,089,218		1,103,083
Goodwill	Goodwill	273,100		268,444		Goodwill	274,629		273,032
Intangible assets, net	Intangible assets, net	449,975		453,412		Intangible assets, net	445,630		448,326
Deferred income tax assets, net	Deferred income tax assets, net	158,883		168,068		Deferred income tax assets, net	152,387		153,118
Other assets, net	Other assets, net	70,962		78,670		Other assets, net	87,391		82,147
Total assets	Total assets	$	3,219,201	$	3,294,271	Total assets	$	3,273,132	$	3,320,425

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	187,825	$	167,978	Accounts payable	$	202,207	$	183,715
Current operating lease liabilities						Current operating lease liabilities	185,362		183,510
Accrued and other current liabilities	Accrued and other current liabilities	430,185		406,894		Accrued and other current liabilities	211,481		217,427
Unearned revenue	Unearned revenue	291,831		398,795		Unearned revenue	312,556		394,215

Current portion of long-term debt		1,481		10,958

Total current liabilities	Total current liabilities	911,322		984,625		Total current liabilities	911,606		978,867

Non-current operating lease liabilities	Non-current operating lease liabilities	1,160,657		1,179,447		Non-current operating lease liabilities	1,132,015		1,148,607

Long-term debt, net	Long-term debt, net	820,225		782,107		Long-term debt, net	763,998		828,507
Other long-term liabilities, net	Other long-term liabilities, net	86,852		125,242		Other long-term liabilities, net	93,645		90,535
Total liabilities	Total liabilities	2,979,056		3,071,421		Total liabilities	2,901,264		3,046,516
Commitments and contingencies (Note 15)
Commitments and contingencies (Note 13)						Commitments and contingencies (Note 13)

Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Bloomin’ Brands stockholders’ equity	Bloomin’ Brands stockholders’ equity					Bloomin’ Brands stockholders’ equity
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of September 25, 2022 and December 26, 2021		—		—
Common stock, $0.01 par value, 475,000,000 shares authorized; 88,449,929 and 89,252,823 shares issued and outstanding as of September 25, 2022 and December 26, 2021, respectively		884		893
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of June 25, 2023 and December 25, 2022						Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of June 25, 2023 and December 25, 2022	—		—
Common stock, $0.01 par value, 475,000,000 shares authorized; 87,339,455 and 87,696,200 shares issued and outstanding as of June 25, 2023 and December 25, 2022, respectively						Common stock, $0.01 par value, 475,000,000 shares authorized; 87,339,455 and 87,696,200 shares issued and outstanding as of June 25, 2023 and December 25, 2022, respectively	873		877
Additional paid-in capital	Additional paid-in capital	1,159,722		1,119,728		Additional paid-in capital	1,132,732		1,161,912
Accumulated deficit	Accumulated deficit	(735,268)		(698,171)		Accumulated deficit	(582,738)		(706,109)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(186,840)		(205,989)		Accumulated other comprehensive loss	(181,943)		(185,311)
Total Bloomin’ Brands stockholders’ equity	Total Bloomin’ Brands stockholders’ equity	238,498		216,461		Total Bloomin’ Brands stockholders’ equity	368,924		271,369
Noncontrolling interests	Noncontrolling interests	1,647		6,389		Noncontrolling interests	2,944		2,540
Total stockholders’ equity	Total stockholders’ equity	240,145		222,850		Total stockholders’ equity	371,868		273,909
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	3,219,201	$	3,294,271	Total liabilities and stockholders’ equity	$	3,273,132	$	3,320,425

The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these unaudited consolidated financial statements.						The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021			JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Revenues	Revenues									Revenues
Restaurant sales	Restaurant sales	$	1,040,375	$	996,718	$	3,272,868	$	3,031,396	Restaurant sales	$	1,137,330	$	1,108,918	$	2,365,564	$	2,232,493
Franchise and other revenues	Franchise and other revenues	15,388		13,745		48,592		43,906		Franchise and other revenues	15,364		16,244		31,876		33,204
Total revenues	Total revenues	1,055,763		1,010,463		3,321,460		3,075,302		Total revenues	1,152,694		1,125,162		2,397,440		2,265,697
Costs and expenses	Costs and expenses									Costs and expenses
Food and beverage costs		332,939		304,300		1,056,768		908,272
Food and beverage										Food and beverage	351,226		364,459		735,440		723,829
Labor and other related	Labor and other related	303,244		290,246		924,514		859,883		Labor and other related	325,934		308,759		667,476		621,270
Other restaurant operating	Other restaurant operating	267,944		299,788		790,583		762,531		Other restaurant operating	273,338		263,529		556,265		522,639
Depreciation and amortization	Depreciation and amortization	42,171		40,827		125,203		122,592		Depreciation and amortization	47,565		41,257		93,867		83,032
General and administrative	General and administrative	56,089		58,880		174,009		182,590		General and administrative	63,358		59,246		129,162		117,920
Provision for impaired assets and restaurant closings	Provision for impaired assets and restaurant closings	2,067		1,585		4,099		8,962		Provision for impaired assets and restaurant closings	1,827		193		5,151		2,032
Total costs and expenses	Total costs and expenses	1,004,454		995,626		3,075,176		2,844,830		Total costs and expenses	1,063,248		1,037,443		2,187,361		2,070,722
Income from operations	Income from operations	51,309		14,837		246,284		230,472		Income from operations	89,446		87,719		210,079		194,975
Loss on extinguishment and modification of debt	Loss on extinguishment and modification of debt	—		—		(107,630)		(2,073)		Loss on extinguishment and modification of debt	—		(107,630)		—		(107,630)
Loss on fair value adjustment of derivatives, net	Loss on fair value adjustment of derivatives, net	—		—		(17,685)		—		Loss on fair value adjustment of derivatives, net	—		(17,685)		—		(17,685)
Other income, net		—		5		—		26

Interest expense, net	Interest expense, net	(12,696)		(14,245)		(38,877)		(43,863)		Interest expense, net	(12,961)		(12,548)		(25,405)		(26,181)
Income before provision (benefit) for income taxes		38,613		597		82,092		184,562
Provision (benefit) for income taxes		5,563		(4,454)		33,028		24,827
Net income		33,050		5,051		49,064		159,735
Income (loss) before provision for income taxes										Income (loss) before provision for income taxes	76,485		(50,144)		184,674		43,479
Provision for income taxes										Provision for income taxes	6,483		11,536		21,244		27,465
Net income (loss)										Net income (loss)	70,002		(61,680)		163,430		16,014
Less: net income attributable to noncontrolling interests	Less: net income attributable to noncontrolling interests	1,064		1,602		5,202		4,879		Less: net income attributable to noncontrolling interests	1,725		1,955		3,842		4,138
Net income attributable to Bloomin’ Brands		$	31,986	$	3,449	$	43,862	$	154,856
Net income (loss) attributable to Bloomin’ Brands										Net income (loss) attributable to Bloomin’ Brands	$	68,277	$	(63,635)	$	159,588	$	11,876

Net income		$	33,050	$	5,051	$	49,064	$	159,735
Other comprehensive income:
Net income (loss)										Net income (loss)	$	70,002	$	(61,680)	$	163,430	$	16,014
Other comprehensive income (loss):										Other comprehensive income (loss):
Foreign currency translation adjustment	Foreign currency translation adjustment	(13,041)		1,673		10,182		5,113		Foreign currency translation adjustment	4,502		11,940		3,368		23,223

Unrealized (loss) gain on derivatives, net of tax		—		(153)		573		(323)
Reclassification of adjustments for loss on derivatives included in Net income, net of tax		—		1,519		954		6,036
Impact of terminated interest rate swaps included in Net income, net of tax		2,255		1,479		7,440		2,950
Comprehensive income		22,264		9,569		68,213		173,511
Unrealized gain on derivatives, net of tax										Unrealized gain on derivatives, net of tax	—		—		—		573
Reclassification of adjustments for loss on derivatives included in Net income (loss), net of tax										Reclassification of adjustments for loss on derivatives included in Net income (loss), net of tax	—		273		—		954
Impact of terminated interest rate swaps included in Net income (loss), net of tax										Impact of terminated interest rate swaps included in Net income (loss), net of tax	—		2,164		—		5,185
Comprehensive income (loss)										Comprehensive income (loss)	74,504		(47,303)		166,798		45,949
Less: comprehensive income attributable to noncontrolling interests	Less: comprehensive income attributable to noncontrolling interests	1,064		1,602		5,202		4,879		Less: comprehensive income attributable to noncontrolling interests	1,725		1,955		3,842		4,138
Comprehensive income attributable to Bloomin’ Brands		$	21,200	$	7,967	$	63,011	$	168,632
Comprehensive income (loss) attributable to Bloomin’ Brands										Comprehensive income (loss) attributable to Bloomin’ Brands	$	72,779	$	(49,258)	$	162,956	$	41,811

Earnings per share:
Earnings (loss) per share:										Earnings (loss) per share:
Basic	Basic	$	0.36	$	0.04	$	0.49	$	1.74	Basic	$	0.77	$	(0.72)	$	1.80	$	0.13
Diluted	Diluted	$	0.34	$	0.03	$	0.44	$	1.42	Diluted	$	0.70	$	(0.72)	$	1.63	$	0.12
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	89,192		89,229		89,149		88,890		Basic	88,559		88,898		88,838		89,127
Diluted	Diluted	94,736		107,783		99,609		109,410		Diluted	97,401		88,898		97,706		102,045

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)

BLOOMIN’ BRANDS, INC.
COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUM-
ULATED DEFICIT ACCUMULATED OTHER
COMPREHENSIVE LOSS NON-CONTROLLING INTERESTS TOTAL
SHARES AMOUNT
Balance,
June 26, 2022 90,151 $ 902 $ 1,169,697 $ (733,723) $ (176,054) $ 1,919 $ 262,741
Net income — — — 31,986 — 1,064 33,050
Other comprehensive loss, net of tax — — — — (10,786) — (10,786)
Cash dividends declared, $0.14 per common share — — (12,475) — — — (12,475)
Repurchase and retirement of common stock (1,746) (18) — (33,531) — — (33,549)
Stock-based compensation — — 2,013 — — — 2,013
Common stock issued under stock plans (1) 45 — 487 — — — 487
Distributions to noncontrolling interests — — — — — (1,477) (1,477)
Contributions from noncontrolling interests — — — — — 141 141
Balance,
September 25, 2022 88,450 $ 884 $ 1,159,722 $ (735,268) $ (186,840) $ 1,647 $ 240,145
Balance,
December 26, 2021 89,253 $ 893 $ 1,119,728 $ (698,171) $ (205,989) $ 6,389 $ 222,850
Net income — — — 43,862 — 5,202 49,064
Other comprehensive income, net of tax — — — — 19,149 — 19,149
Cash dividends declared, $0.42 per common share — — (37,452) — — — (37,452)
Repurchase and retirement of common stock (4,058) (41) — (80,959) — — (81,000)
Stock-based compensation — — 11,815 — — — 11,815
Common stock issued under stock plans (1) 942 9 2,485 — — — 2,494
Purchase of noncontrolling interests, net of tax of $254 — — (735) — — (3,915) (4,650)
Distributions to noncontrolling interests — — — — — (6,631) (6,631)
Contributions from noncontrolling interests — — — — — 602 602
Retirement of convertible senior note hedges — — 112,956 — — — 112,956
Retirement of warrants — — (97,617) — — — (97,617)
Issuance of common stock from repurchase of convertible senior notes 2,313 23 48,542 — — — 48,565
Balance,
September 25, 2022 88,450 $ 884 $ 1,159,722 $ (735,268) $ (186,840) $ 1,647 $ 240,145


	BLOOMIN’ BRANDS, INC.
	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		ACCUM- ULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE LOSS		NON-CONTROLLING INTERESTS		TOTAL
	SHARES	AMOUNT
Balance, March 26, 2023	87,465	$	875	$	1,141,017	$	(635,451)	$	(186,445)	$	2,845	$	322,841

Net income	—	—		—		68,277		—		1,725		70,002
Other comprehensive income	—	—		—		—		4,502		—		4,502
Cash dividends declared, $0.24 per common share	—	—		(20,990)		—		—		—		(20,990)
Repurchase and retirement of common stock, including excise tax of $31	(619)	(6)		—		(15,564)		—		—		(15,570)
Stock-based compensation	—	—		5,138		—		—		—		5,138

Common stock issued under stock plans (1)	493	4		7,567		—		—		—		7,571


Distributions to noncontrolling interests	—	—		—		—		—		(2,085)		(2,085)
Contributions from noncontrolling interests	—	—		—		—		—		459		459








Balance, June 25, 2023	87,339	$	873	$	1,132,732	$	(582,738)	$	(181,943)	$	2,944	$	371,868

Balance, December 25, 2022	87,696	$	877	$	1,161,912	$	(706,109)	$	(185,311)	$	2,540	$	273,909

Net income	—	—		—		159,588		—		3,842		163,430
Other comprehensive income	—	—		—		—		3,368		—		3,368
Cash dividends declared, $0.48 per common share	—	—		(42,004)		—		—		—		(42,004)
Repurchase and retirement of common stock, including excise tax of $48	(1,482)	(15)		—		(36,217)		—		—		(36,232)
Stock-based compensation	—	—		8,042		—		—		—		8,042

Common stock issued under stock plans (1)	1,125	11		4,782		—		—		—		4,793


Distributions to noncontrolling interests	—	—		—		—		—		(4,640)		(4,640)
Contributions from noncontrolling interests	—	—		—		—		—		1,202		1,202







Balance, June 25, 2023	87,339	$	873	$	1,132,732	$	(582,738)	$	(181,943)	$	2,944	$	371,868

										(CONTINUED...)

Table of Contents

BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)


		BLOOMIN’ BRANDS, INC.																				BLOOMIN’ BRANDS, INC.
		COMMON STOCK			ADDITIONAL PAID-IN CAPITAL				ACCUM- ULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE LOSS			NON-CONTROLLING INTERESTS				TOTAL				COMMON STOCK					ADDITIONAL PAID-IN CAPITAL				ACCUM- ULATED DEFICIT				ACCUMULATED OTHER COMPREHENSIVE LOSS				NON-CONTROLLING INTERESTS				TOTAL
		SHARES	AMOUNT										SHARES								AMOUNT
Balance, June 27, 2021		89,211	$	892			$	1,109,904			$	(762,319)				$	(202,188)			$	6,618		$	152,907
Net income		—	—		—				3,449		—			1,602				5,051
Balance, March 27, 2022																					Balance, March 27, 2022	89,185			$	892			$	1,115,458			$	(634,356)			$	(190,431)			$	1,694			$	293,257

Net (loss) income																					Net (loss) income	—			—		—				(63,635)				—				1,955				(61,680)
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—	—		—				—		4,518			—				4,518			Other comprehensive income, net of tax	—			—		—				—				14,377				—				14,377

Cash dividends declared, $0.14 per common share																					Cash dividends declared, $0.14 per common share	—			—		(12,418)				—				—				—				(12,418)
Repurchase and retirement of common stock																					Repurchase and retirement of common stock	(1,761)			(17)		—				(35,732)				—				—				(35,749)
Stock-based compensation	Stock-based compensation	—	—		5,593				—		—			—				5,593			Stock-based compensation	—			—		4,959				—				—				—				4,959

Common stock issued under stock plans (1)	Common stock issued under stock plans (1)	37	—		(42)				—		—			—				(42)			Common stock issued under stock plans (1)	414			4		1,118				—				—				—				1,122

Purchase of noncontrolling interests		—	—		9				—		—			(12)				(3)
Purchase of noncontrolling interests, net of tax of $1,142																					Purchase of noncontrolling interests, net of tax of $1,142	—			—		(3,301)				—				—				539				(2,762)

Distributions to noncontrolling interests	Distributions to noncontrolling interests	—	—		—				—		—			(2,062)				(2,062)			Distributions to noncontrolling interests	—			—		—				—				—				(2,513)				(2,513)
Contributions from noncontrolling interests	Contributions from noncontrolling interests	—	—		—				—		—			374				374			Contributions from noncontrolling interests	—			—		—				—				—				244				244
Retirement of convertible senior note hedges																					Retirement of convertible senior note hedges	—			—		112,956				—				—				—				112,956
Retirement of warrants																					Retirement of warrants	—			—		(97,617)				—				—				—				(97,617)
Issuance of common stock from repurchase of convertible senior notes																					Issuance of common stock from repurchase of convertible senior notes	2,313			23		48,542				—				—				—				48,565

Balance, June 26, 2022																					Balance, June 26, 2022	90,151			$	902	$	1,169,697			$	(733,723)			$	(176,054)			$	1,919			$	262,741

Balance, September 26, 2021		89,248	$	892	$	1,115,464			$	(758,870)	$	(197,670)		$	6,520			$	166,336
Balance, December 26, 2021																					Balance, December 26, 2021	89,253			$	893	$	1,119,728			$	(698,171)			$	(205,989)			$	6,389			$	222,850

Balance, December 27, 2020		87,856	$	879	$	1,132,808			$	(918,096)	$	(211,446)		$	6,812			$	10,957
Cumulative-effect from a change in accounting principle, net of tax		—	—		(47,323)				4,370		—			—				(42,953)
Net income	Net income	—	—		—				154,856		—			4,879				159,735			Net income	—			—		—				11,876				—				4,138				16,014
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—	—		—				—		13,776			—				13,776			Other comprehensive income, net of tax	—			—		—				—				29,935				—				29,935

Cash dividends declared, $0.28 per common share																					Cash dividends declared, $0.28 per common share	—			—		(24,977)				—				—				—				(24,977)
Repurchase and retirement of common stock																					Repurchase and retirement of common stock	(2,312)			(23)		—				(47,428)				—				—				(47,451)
Stock-based compensation	Stock-based compensation	—			20,100				—		—			—				20,100			Stock-based compensation	—			—		9,802				—				—				—				9,802

Common stock issued under stock plans (1)	Common stock issued under stock plans (1)	1,392	13		9,870				—		—			—				9,883			Common stock issued under stock plans (1)	897			9		1,998				—				—				—				2,007

Purchase of noncontrolling interests		—	—		9				—		—			(12)				(3)
Purchase of noncontrolling interests, net of tax of $254																					Purchase of noncontrolling interests, net of tax of $254	—			—		(735)				—				—				(3,915)				(4,650)

Distributions to noncontrolling interests	Distributions to noncontrolling interests	—	—		—				—		—			(6,203)				(6,203)			Distributions to noncontrolling interests	—			—		—				—				—				(5,154)				(5,154)
Contributions from noncontrolling interests	Contributions from noncontrolling interests	—	—		—				—		—			1,044				1,044			Contributions from noncontrolling interests	—			—		—				—				—				461				461
Retirement of convertible senior note hedges																					Retirement of convertible senior note hedges	—			—		112,956				—				—				—				112,956
Retirement of warrants																					Retirement of warrants	—			—		(97,617)				—				—				—				(97,617)
Issuance of common stock from repurchase of convertible senior notes																					Issuance of common stock from repurchase of convertible senior notes	2,313			23		48,542				—				—				—				48,565

Balance, September 26, 2021		89,248	$	892	$	1,115,464			$	(758,870)	$	(197,670)		$	6,520			$	166,336
Balance, June 26, 2022																					Balance, June 26, 2022	90,151			$	902	$	1,169,697			$	(733,723)			$	(176,054)			$	1,919			$	262,741

________________

(1)Net of forfeitures and shares withheld for employee taxes.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

BLOOMIN’ BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS, UNAUDITED)

`
THIRTY-NINE WEEKS ENDED
SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Cash flows provided by operating activities:
Net income $ 49,064 $ 159,735
Adjustments to reconcile Net income to cash provided by operating activities:
Depreciation and amortization 125,203 122,592
Amortization of debt discounts and issuance costs 2,779 3,441
Amortization of deferred gift card sales commissions 18,213 19,277
Provision for impaired assets and restaurant closings 4,099 8,962
Non-cash interest expense from terminated interest rate swaps 10,014 3,973
Non-cash operating lease costs 62,539 57,791
Stock-based and other non-cash compensation expense 11,815 20,100
Deferred income tax expense 6,604 3,842
Loss on extinguishment and modification of debt 107,630 2,073
Loss on fair value adjustment of derivatives, net 17,685 —
Other, net 5,381 (946)
Change in assets and liabilities (128,447) (96,594)
Net cash provided by operating activities 292,579 304,246
Cash flows used in investing activities:
Proceeds from disposal of property, fixtures and equipment 207 7,052
Proceeds received on life insurance policies 14,598 9,270
Capital expenditures (137,260) (85,339)
Other investments, net 1,000 (68)
Net cash used in investing activities $ (121,455) $ (69,085)
(CONTINUED...)

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(DOLLARS IN THOUSANDS, UNAUDITED)~~


		THIRTY-NINE WEEKS ENDED					TWENTY-SIX WEEKS ENDED
		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021			JUNE 25, 2023		JUNE 26, 2022

Cash flows provided by operating activities:						Cash flows provided by operating activities:
Net income						Net income	$	163,430	$	16,014
Adjustments to reconcile Net income to cash provided by operating activities:						Adjustments to reconcile Net income to cash provided by operating activities:
Depreciation and amortization						Depreciation and amortization	93,867		83,032
Amortization of debt discounts and issuance costs						Amortization of debt discounts and issuance costs	1,532		2,025
Amortization of deferred gift card sales commissions						Amortization of deferred gift card sales commissions	13,180		13,458
Provision for impaired assets and restaurant closings						Provision for impaired assets and restaurant closings	5,151		2,032

Non-cash interest expense from terminated interest rate swaps						Non-cash interest expense from terminated interest rate swaps	—		6,980
Non-cash operating lease costs						Non-cash operating lease costs	42,884		41,336

Stock-based compensation expense						Stock-based compensation expense	8,042		9,802
Deferred income tax (benefit) expense						Deferred income tax (benefit) expense	(1,164)		8,329

Loss on extinguishment and modification of debt						Loss on extinguishment and modification of debt	—		107,630

Loss on fair value adjustment of derivatives, net						Loss on fair value adjustment of derivatives, net	—		17,685
Other, net						Other, net	(3,515)		4,935
Change in assets and liabilities						Change in assets and liabilities	(36,114)		(94,440)

Net cash provided by operating activities						Net cash provided by operating activities	287,293		218,818
Cash flows used in investing activities:						Cash flows used in investing activities:

Capital expenditures						Capital expenditures	(142,153)		(76,901)
Other investments, net						Other investments, net	1,502		1,163
Net cash used in investing activities						Net cash used in investing activities	(140,651)		(75,738)

Cash flows used in financing activities:	Cash flows used in financing activities:					Cash flows used in financing activities:
Proceeds from issuance of long-term debt		$	—	$	200,000

Repayments of long-term debt and finance lease obligations	Repayments of long-term debt and finance lease obligations	(196,076)		(428,364)		Repayments of long-term debt and finance lease obligations	(816)		(195,733)
Proceeds from borrowings on revolving credit facilities	Proceeds from borrowings on revolving credit facilities	929,500		378,000		Proceeds from borrowings on revolving credit facilities	448,000		624,500
Repayments of borrowings on revolving credit facilities	Repayments of borrowings on revolving credit facilities	(589,500)		(701,000)		Repayments of borrowings on revolving credit facilities	(513,000)		(304,500)

Financing fees	Financing fees	(1,205)		(5,868)		Financing fees	—		(853)
Proceeds from issuance of senior notes		—		300,000

Issuance costs related to senior notes		—		(5,546)
Repurchase of convertible senior notes		(196,919)		—

Principal settlements and repurchase of convertible senior notes						Principal settlements and repurchase of convertible senior notes	(214)		(196,919)
Proceeds from retirement of convertible senior note hedges	Proceeds from retirement of convertible senior note hedges	131,869		—		Proceeds from retirement of convertible senior note hedges	—		131,869
Payments for retirement of warrants	Payments for retirement of warrants	(114,825)		—		Payments for retirement of warrants	—		(114,825)
Proceeds from share-based compensation, net	Proceeds from share-based compensation, net	2,494		9,883		Proceeds from share-based compensation, net	4,793		2,007
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(6,631)		(6,203)		Distributions to noncontrolling interests	(4,640)		(5,154)
Contributions from noncontrolling interests	Contributions from noncontrolling interests	602		1,044		Contributions from noncontrolling interests	1,202		461
Purchase of noncontrolling interests	Purchase of noncontrolling interests	(4,904)		(3)		Purchase of noncontrolling interests	(100)		(4,904)
Payments for partner equity plan	Payments for partner equity plan	(7,813)		(7,135)		Payments for partner equity plan	—		(5,743)
Repurchase of common stock	Repurchase of common stock	(79,900)		—		Repurchase of common stock	(36,435)		(46,151)

Cash dividends paid on common stock	Cash dividends paid on common stock	(37,452)		—		Cash dividends paid on common stock	(42,004)		(24,977)

Net cash used in financing activities	Net cash used in financing activities	(170,760)		(265,192)		Net cash used in financing activities	(143,214)		(140,922)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1,400		207		Effect of exchange rate changes on cash and cash equivalents	631		4,232

Net increase (decrease) in cash, cash equivalents and restricted cash		1,764		(29,824)
Net increase in cash, cash equivalents and restricted cash						Net increase in cash, cash equivalents and restricted cash	4,059		6,390
Cash, cash equivalents and restricted cash as of the beginning of the period	Cash, cash equivalents and restricted cash as of the beginning of the period	89,057		110,408		Cash, cash equivalents and restricted cash as of the beginning of the period	84,735		89,057
Cash, cash equivalents and restricted cash as of the end of the period	Cash, cash equivalents and restricted cash as of the end of the period	$	90,821	$	80,584	Cash, cash equivalents and restricted cash as of the end of the period	$	88,794	$	95,447
Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Cash paid for interest	Cash paid for interest	$	23,050	$	28,787	Cash paid for interest	$	16,951	$	18,862
Cash paid for income taxes, net of refunds	Cash paid for income taxes, net of refunds	$	25,354	$	23,449	Cash paid for income taxes, net of refunds	$	15,356	$	17,191
Supplemental disclosures of non-cash investing and financing activities:	Supplemental disclosures of non-cash investing and financing activities:					Supplemental disclosures of non-cash investing and financing activities:

Leased assets obtained in exchange for new operating lease liabilities	Leased assets obtained in exchange for new operating lease liabilities	$	44,556	$	38,154	Leased assets obtained in exchange for new operating lease liabilities	$	30,249	$	26,415
Leased assets obtained in exchange for new finance lease liabilities	Leased assets obtained in exchange for new finance lease liabilities	$	2,417	$	1,229	Leased assets obtained in exchange for new finance lease liabilities	$	5,367	$	2,417
Increase in liabilities from the acquisition of property, fixtures and equipment	Increase in liabilities from the acquisition of property, fixtures and equipment	$	14,961	$	3,006	Increase in liabilities from the acquisition of property, fixtures and equipment	$	7,522	$	2,545

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of the Business and Basis of Presentation

Description of the Business - Bloomin’ Brands (“Bloomin’ Brands” or the “Company”) owns and operates casual, upscale casual and fine dining restaurants. The Company’s restaurant portfolio has four concepts: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar. Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants in which the Company has no direct investment are operated under franchise agreements.

Basis of Presentation - The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of the Company, all adjustments necessary for fair financial statement presentation for the periods presented have been included and are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December ~~26, 2021.~~25, 2022.

Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU No. 2021-10”), which requires financial statement footnote disclosure regarding government assistance accounted for by applying a grant or contribution accounting model by analogy. ASU No. 2021-10 is effective for the Company for the fiscal year ending December 25, 2022. Upon adoption of ASU No. 2021-10 during the fourth quarter of 2022, the Company anticipates government assistance financial statement footnote disclosures within the 2022 Form 10-K, primarily in connection with employee retention credits provided under the Coronavirus, Aid, Relief and Economic Security (“CARES”) Act.

Recent accounting guidance not discussed herein is not applicable, did not have or is not expected to have a material impact to the Company.

Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for the current period, including, but not limited to, finance lease liabilities presented within other liabilities that were formerly presented within long-term debt, the separate presentation of current operating lease liabilities on the face of the Consolidated Balance Sheets and the presentation of certain items within the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~cash flows and certain notes to the consolidated financial statements.~~Cash Flows. These reclassifications had no effect on previously reported net income.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

2. Revenue Recognition

The following table includes the categories of revenue included in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Revenues
Restaurant sales $ 1,040,375 $ 996,718 $ 3,272,868 $ 3,031,396
Franchise and other revenues
Franchise revenues 11,826 12,908 37,828 31,918
Other revenues (1) 3,562 837 10,764 11,988
Total Franchise and other revenues 15,388 13,745 48,592 43,906
Total revenues $ 1,055,763 $ 1,010,463 $ 3,321,460 $ 3,075,302

~~________________~~

~~(1)~~The thirteen and thirty-nine weeks ended September 26, 2021 include an adjustment of $(3.2) million to reduce the Company’s initial recorded estimate and net $3.1 million benefit, respectively, within other revenues in connection with favorable court rulings in Brazil regarding the calculation methodology and taxable base of Program of Social Integration (“PIS”) and Contribution for the Financing of Social Security (“COFINS”) taxes. The net amount recognized as a result of the favorable court rulings primarily represents refundable PIS and COFINS taxes for prior years, including accrued interest.


	THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Revenues
Restaurant sales	$	1,137,330	$	1,108,918	$	2,365,564	$	2,232,493
Franchise and other revenues
Franchise revenues	12,568		12,596		26,091		26,002
Other revenues	2,796		3,648		5,785		7,202
Total Franchise and other revenues	15,364		16,244		31,876		33,204
Total revenues	$	1,152,694	$	1,125,162	$	2,397,440	$	2,265,697

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following tables include the disaggregation of Restaurant sales and franchise revenues, by restaurant concept and major international market, for the periods indicated:


		THIRTEEN WEEKS ENDED											THIRTEEN WEEKS ENDED
		SEPTEMBER 25, 2022						SEPTEMBER 26, 2021					JUNE 25, 2023				JUNE 26, 2022
(dollars in thousands)	(dollars in thousands)	RESTAURANT SALES			FRANCHISE REVENUES			RESTAURANT SALES		FRANCHISE REVENUES		(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.	U.S.											U.S.
Outback Steakhouse	Outback Steakhouse	$	536,793		$	7,447		$	523,142	$	9,335	Outback Steakhouse	$	576,989	$	8,219	$	573,563	$	8,156
Carrabba’s Italian Grill	Carrabba’s Italian Grill	159,728			738			159,147		482		Carrabba’s Italian Grill	176,666		758		170,190		797
Bonefish Grill	Bonefish Grill	130,669			163			134,603		169		Bonefish Grill	143,458		95		145,472		173
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar	80,748			—			79,687		—		Fleming’s Prime Steakhouse & Wine Bar	92,851		—		93,933		—
Other	Other	2,741			17			2,211		3		Other	3,474		10		2,769		8
U.S. total	U.S. total	910,679			8,365			898,790		9,989		U.S. total	993,438		9,082		985,927		9,134
International	International											International
Outback Steakhouse Brazil		105,932			—			74,020		—
Other (1)		23,764			3,461			23,908		2,919
Outback Steakhouse - Brazil (1)												Outback Steakhouse - Brazil (1)	119,295		—		100,647		—
Other (1)(2)												Other (1)(2)	24,597		3,486		22,344		3,462
International total	International total	129,696			3,461			97,928		2,919		International total	143,892		3,486		122,991		3,462
Total	Total	$	1,040,375		$	11,826		$	996,718	$	12,908	Total	$	1,137,330	$	12,568	$	1,108,918	$	12,596

				TWENTY-SIX WEEKS ENDED
							JUNE 25, 2023						JUNE 26, 2022

(dollars in thousands)												(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.												U.S.
Outback Steakhouse												Outback Steakhouse	$	1,205,172	$	16,763	$	1,168,956	$	16,615
Carrabba’s Italian Grill												Carrabba’s Italian Grill	364,708		1,553		345,818		1,458
Bonefish Grill												Bonefish Grill	301,147		266		296,888		350
Fleming’s Prime Steakhouse & Wine Bar												Fleming’s Prime Steakhouse & Wine Bar	195,624		—		191,595		—
Other												Other	7,356		25		6,305		13
U.S. total												U.S. total	2,074,007		18,607		2,009,562		18,436
International												International
Outback Steakhouse - Brazil (1)												Outback Steakhouse - Brazil (1)	241,311		—		185,948		—
Other (1)(2)												Other (1)(2)	50,246		7,484		36,983		7,566
International total												International total	291,557		7,484		222,931		7,566
Total												Total	$	2,365,564	$	26,091	$	2,232,493	$	26,002

________________

(1)Restaurant sales in Brazil increased $9.6 million and $19.2 million during the thirteen and twenty-six weeks ended June 25, 2023, respectively, in connection with value added tax exemptions resulting from tax legislation. See Note 12 - Income Taxes for details regarding the Brazil tax legislation.

(2)Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil. Franchise revenues primarily ~~includes~~include revenues from franchised Outback Steakhouse restaurants.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

THIRTY-NINE WEEKS ENDED
SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
(dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES
U.S.
Outback Steakhouse $ 1,705,749 $ 24,062 $ 1,649,433 $ 20,709
Carrabba’s Italian Grill 505,546 2,196 488,241 1,764
Bonefish Grill 427,557 513 410,613 473
Fleming’s Prime Steakhouse & Wine Bar 272,343 — 234,099 —
Other 9,046 30 6,756 3
U.S. total 2,920,241 26,801 2,789,142 22,949
International
Outback Steakhouse Brazil 291,880 — 178,178 —
Other (1) 60,747 11,027 64,076 8,969
International total 352,627 11,027 242,254 8,969
Total $ 3,272,868 $ 37,828 $ 3,031,396 $ 31,918

~~________________~~

~~(1)~~Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil. Franchise revenues primarily includes revenues from franchised Outback Steakhouse restaurants.

The following table includes a detail of assets and liabilities from contracts with customers included on the Company’s Consolidated Balance Sheets as of the periods indicated:


(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021		(dollars in thousands)	JUNE 25, 2023		DECEMBER 25, 2022
Other current assets, net	Other current assets, net					Other current assets, net
Deferred gift card sales commissions	Deferred gift card sales commissions	$	10,798	$	17,793	Deferred gift card sales commissions	$	12,694	$	17,755

Unearned revenue	Unearned revenue					Unearned revenue
Deferred gift card revenue	Deferred gift card revenue	$	283,559	$	387,945	Deferred gift card revenue	$	304,942	$	386,495
Deferred loyalty revenue	Deferred loyalty revenue	5,226		9,386		Deferred loyalty revenue	5,391		5,628
Deferred franchise fees - current	Deferred franchise fees - current	457		443		Deferred franchise fees - current	472		460
Other	Other	2,589		1,021		Other	1,751		1,632
Total unearned revenue		$	291,831	$	398,795
Total Unearned revenue						Total Unearned revenue	$	312,556	$	394,215

Other long-term liabilities, net	Other long-term liabilities, net					Other long-term liabilities, net
Deferred franchise fees - non-current	Deferred franchise fees - non-current	$	4,244	$	4,280	Deferred franchise fees - non-current	$	4,132	$	4,126

The following table is a rollforward of deferred gift card sales commissions for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Balance, beginning of the period	Balance, beginning of the period	$	12,338	$	12,548	$	17,793	$	19,300	Balance, beginning of the period	$	13,403	$	13,033	$	17,755	$	17,793
Deferred gift card sales commissions amortization	Deferred gift card sales commissions amortization	(4,755)		(4,841)		(18,213)		(19,277)		Deferred gift card sales commissions amortization	(5,383)		(5,441)		(13,180)		(13,458)
Deferred gift card sales commissions capitalization	Deferred gift card sales commissions capitalization	3,836		3,698		13,441		12,494		Deferred gift card sales commissions capitalization	5,340		5,436		9,743		9,605
Other	Other	(621)		(573)		(2,223)		(1,685)		Other	(666)		(690)		(1,624)		(1,602)
Balance, end of the period	Balance, end of the period	$	10,798	$	10,832	$	10,798	$	10,832	Balance, end of the period	$	12,694	$	12,338	$	12,694	$	12,338

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

The following table is a rollforward of unearned gift card revenue for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Balance, beginning of the period $ 303,544 $ 293,955 $ 387,945 $ 373,048
Gift card sales 46,692 45,036 162,146 153,126
Gift card redemptions (63,041) (61,189) (252,091) (237,988)
Gift card breakage (3,636) (3,598) (14,441) (13,982)
Balance, end of the period $ 283,559 $ 274,204 $ 283,559 $ 274,204

~~3. Impairments and Exit Costs~~

~~The components of Provision for impaired assets and restaurant closings are as follows for the period indicated:~~

~~THIRTY-NINE WEEKS ENDED~~

~~(dollars in thousands)~~

~~SEPTEMBER 26, 2021~~

~~Impairment losses~~

~~U.S.~~

~~8,289~~

~~International~~

~~180~~

~~Corporate~~

~~257~~

~~Total impairment losses~~

~~8,726~~

~~Restaurant closure charges (benefits)~~

~~U.S.~~

~~389~~

~~International~~

~~(153)~~

~~Total restaurant closure charges~~

~~236~~

~~Provision for impaired assets and restaurant closings~~

~~8,962~~

~~Impairment and closure charges during the period presented resulted primarily from locations identified for closure.~~

~~Annual Goodwill and Intangible Asset Impairment Assessment~~ - The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter. The Company’s 2022 and 2021 assessments were qualitative. In connection with these assessments, the Company did not record any impairment charges.

~~Accrued Facility Closure and Other Costs Rollforward~~ ~~- The following table is a rollforward of the Company’s closed facility lease liabilities and other accrued costs associated with the closure and restructuring initiatives for the period indicated:~~


	~~THIRTY-NINE WEEKS ENDED~~
~~(dollars in thousands)~~	~~SEPTEMBER 25, 2022~~
~~Balance, beginning of the period~~	$	~~8,485~~

~~Cash payments~~	~~(2,813)~~
~~Accretion~~	~~434~~
~~Adjustments~~	~~(272)~~
~~Balance, end of the period (1)~~	$	~~5,834~~

~~________________~~

~~(1)~~As of September 25, 2022, the Company had exit-related accruals related to certain closure and restructuring initiatives of $1.5 million recorded in Accrued and other current liabilities and $4.3 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.


	THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Balance, beginning of the period	$	314,096	$	314,974	$	386,495	$	387,945
Gift card sales	65,338		65,174		118,343		115,454
Gift card redemptions	(70,175)		(72,428)		(188,458)		(189,050)
Gift card breakage	(4,317)		(4,176)		(11,438)		(10,805)
Balance, end of the period	$	304,942	$	303,544	$	304,942	$	303,544

1210

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

4.3. Earnings (Loss) Per Share

In February 2021, the Company provided the trustee of its convertible senior notes due in 2025 (the “2025 Notes”) notice of the Company’s irrevocable election to settle the principal portion of the 2025 Notes in cash and any excess in shares. As a result, subsequent to the election, only the amounts in excess of the principal amount are considered in diluted earnings per share. The amount of the 2025 Notes settled in shares of common stock will have a dilutive impact on diluted earnings per share when the average market price of the Company’s common stock for a given period exceeds the conversion price, which was initially $11.89 per share of common stock.

~~In connection with the offering of the~~ ~~2025 Notes, the Company entered into~~ warrant transactions (the “Warrant Transactions”), which have a dilutive effect on the Company’s common stock to the extent the price of its common stock exceeds the strike price of the Warrant Transactions, which was initially $16.64.

The following table presents the computation of basic and diluted earnings (loss) per share for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(in thousands, except per share data)	(in thousands, except per share data)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		(in thousands, except per share data)	JUNE 25, 2023		JUNE 26, 2022 (1)		JUNE 25, 2023		JUNE 26, 2022
Net income attributable to Bloomin’ Brands		$	31,986	$	3,449	$	43,862	$	154,856
Net income (loss) attributable to Bloomin’ Brands										Net income (loss) attributable to Bloomin’ Brands	$	68,277	$	(63,635)	$	159,588	$	11,876

Convertible senior notes if-converted method interest adjustment, net of tax (1)		—		—		—		460
Diluted net income attributable to Bloomin’ Brands		$	31,986	$	3,449	$	43,862	$	155,316

Basic weighted average common shares outstanding	Basic weighted average common shares outstanding	89,192		89,229		89,149		88,890		Basic weighted average common shares outstanding	88,559		88,898		88,838		89,127

Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Stock options	Stock options	173		864		261		913		Stock options	395		—		398		305
Nonvested restricted stock units	Nonvested restricted stock units	117		286		167		380		Nonvested restricted stock units	132		—		201		192
Nonvested performance-based share units	Nonvested performance-based share units	—		—		96		31		Nonvested performance-based share units	—		—		143		143
Convertible senior notes (1)(2)		3,690		10,476		6,732		12,300
Convertible senior notes (2)										Convertible senior notes (2)	5,002		—		4,917		8,253
Warrants (2)	Warrants (2)	1,564		6,928		3,204		6,896		Warrants (2)	3,313		—		3,209		4,025
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding	94,736		107,783		99,609		109,410		Diluted weighted average common shares outstanding	97,401		88,898		97,706		102,045

Basic earnings per share		$	0.36	$	0.04	$	0.49	$	1.74
Diluted earnings per share		$	0.34	$	0.03	$	0.44	$	1.42
Basic earnings (loss) per share										Basic earnings (loss) per share	$	0.77	$	(0.72)	$	1.80	$	0.13
Diluted earnings (loss) per share										Diluted earnings (loss) per share	$	0.70	$	(0.72)	$	1.63	$	0.12

~~________________~~______________

(1)~~Adjustment for interest related to the 2025 Notes weighted for the portion of the period prior~~Due to the Company’s ~~election under~~net loss during the ~~2025 Notes indenture to settle~~thirteen weeks ended June 26, 2022, the ~~principal portion~~effect of dilutive securities was excluded from the ~~2025 Notes in cash. Effective with the Company’s election, there will~~computation of diluted earnings per share as their effect would be ~~no further numerator adjustments for interest or denominator adjustments for shares required to settle the principal portion.~~antidilutive.

(2)During the ~~thirty-nine~~thirteen weeks ended ~~September 25,~~June 26, 2022, the Company repurchased $125.0 million of the convertible notes due in 2025 ~~Notes~~ and ~~retired~~settled the corresponding portion of the related ~~warrants. See Note 8 -~~ ~~Convertible Senior~~note hedges and warrants (the “2025 Notes ~~for additional details.~~ Partial Repurchase”).

Share-based compensation-related weighted average securities outstanding not included in the computation of earnings (loss) per share because their effect was antidilutive were as follows for the periods indicated:


		THIRTEEN WEEKS ENDED		THIRTY-NINE WEEKS ENDED			THIRTEEN WEEKS ENDED		TWENTY-SIX WEEKS ENDED
(shares in thousands)	(shares in thousands)	SEPTEMBER 25, 2022	SEPTEMBER 26, 2021	SEPTEMBER 25, 2022	SEPTEMBER 26, 2021	(shares in thousands)	JUNE 25, 2023	JUNE 26, 2022	JUNE 25, 2023	JUNE 26, 2022
Stock options	Stock options	2,297	—	2,012	455	Stock options	689	2,563	707	1,870
Nonvested restricted stock units	Nonvested restricted stock units	150	77	249	53	Nonvested restricted stock units	21	485	70	299
Nonvested performance-based share units	Nonvested performance-based share units	771	376	574	424	Nonvested performance-based share units	581	596	463	475

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

5.4. Stock-based Compensation Plans

The Company recognized stock-based compensation expense, net of capitalized expense, as follows for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Performance-based share units (1) $ 67 $ 3,026 $ 5,526 $ 11,813
Restricted stock units 1,872 2,043 5,709 6,373
Stock options 38 495 470 1,829
$ 1,977 $ 5,564 $ 11,705 $ 20,015

~~________________~~

~~(1)~~The thirteen and thirty-nine weeks ended September 25, 2022 include a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2020 based on revised Company projections of performance criteria set forth in the award agreements. The thirty-nine weeks ended September 26, 2021 includes a cumulative life-to-date adjustment to increase expense for PSUs granted in fiscal years 2019, 2020 and 2021 based on revised Company projections of performance criteria set forth in the award agreements.


	THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Performance-based share units	$	2,297	$	2,840	$	3,220	$	5,459
Restricted stock units	1,985		2,027		3,948		3,837
Stock options	835		55		835		432

Total stock-based compensation expense, net	$	5,117	$	4,922	$	8,003	$	9,728

In February ~~2022,~~2023, the Company granted ~~0.5 million~~ performance-based share units (“PSUs”) subject to final payout modification by a Relative Total Shareholder Return (“Relative TSR”) modifier. This Relative TSR modifier can adjust the final payout outcome by 75%, 100% or 125% of the achieved performance metric, with the overall payout capped at 200% of the annual target grant. These PSUs have a three-year cliff vesting period and their fair value was estimated using the Monte Carlo simulation model.

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following table presents a summary of the Company’s PSU activity:


(in thousands, except per unit data)	PERFORMANCE-BASED SHARE UNITS	WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT		AGGREGATE INTRINSIC VALUE (1)
Outstanding as of December 25, 2022	874	$	24.83	$	18,323
Granted	301	$	29.01
Performance adjustment (2)	154	$	19.84
Vested	(470)	$	19.84
Forfeited	(32)	$	26.39
Outstanding as of June 25, 2023	827	$	26.92	$	21,308
Expected to vest as of June 25, 2023 (3)	1,067			$	27,486

________________

(1)Based on the $20.96 and $25.76 share price of the Company’s common stock on December 23, 2022 and June 23, 2023, the last trading day of the year ended December 25, 2022 and the twenty-six weeks ended June 25, 2023, respectively.

(2)Represents adjustment to 148% payout for PSUs granted during 2020.

(3)Estimated number of units to be issued upon the vesting of outstanding PSU awards based on Company performance projections of performance criteria set forth in the 2021, 2022 and 2023 PSU award agreements.

Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated:


		THIRTY-NINE WEEKS ENDED							TWENTY-SIX WEEKS ENDED
		SEPTEMBER 25, 2022			SEPTEMBER 26, 2021				JUNE 25, 2023			JUNE 26, 2022
Assumptions:	Assumptions:							Assumptions:
Risk-free interest rate (1)	Risk-free interest rate (1)	1.64		%	0.20		%	Risk-free interest rate (1)	4.26		%	1.64		%
Dividend yield (2)	Dividend yield (2)	2.31		%	—		%	Dividend yield (2)	3.47		%	2.31		%

Volatility (3)	Volatility (3)	49.11		%	48.45		%	Volatility (3)	51.02		%	49.11		%

Grant date fair value per unit (4)	Grant date fair value per unit (4)	$	26.10		$	29.73		Grant date fair value per unit (4)	$	29.01		$	26.10

________________

(1)Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for the performance period of the unit.

(2)Dividend yield is the level of dividends expected to be paid on the Company’s common stock over the expected term.

(3)Based on the historical volatility of the Company’s stock over the last seven years.

(4)Represents a premium above the grant date per share value of the Company’s common stock for the Relative TSR modifier as of ~~the grant date of~~2.7% and 7.9% ~~and 14.3% for grants~~ during the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 and ~~September~~June 26, ~~2021,~~2022, respectively.

The following represents unrecognized stock-based compensation expense and the remaining weighted average vesting period as of ~~September~~June 25, ~~2022:~~2023:


		UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands)		REMAINING WEIGHTED AVERAGE VESTING PERIOD (in years)		UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands)		REMAINING WEIGHTED AVERAGE VESTING PERIOD (in years)
Performance-based share units	Performance-based share units	$	14,620	1.4	Performance-based share units	$	14,306	1.7
Restricted stock units	Restricted stock units	$	9,673	1.8	Restricted stock units	$	11,917	2.0

1412

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

6.5. Other Current Assets, Net

Other current assets, net, consisted of the following as of the periods indicated:


(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021		(dollars in thousands)	JUNE 25, 2023		DECEMBER 25, 2022
Prepaid expenses	Prepaid expenses	$	31,468	$	21,194	Prepaid expenses	$	24,387	$	29,343
Accounts receivable - gift cards, net	Accounts receivable - gift cards, net	8,584		91,248		Accounts receivable - gift cards, net	15,754		85,606
Accounts receivable - vendors, net	Accounts receivable - vendors, net	18,348		11,793		Accounts receivable - vendors, net	15,638		25,385
Accounts receivable - franchisees, net	Accounts receivable - franchisees, net	2,124		1,701		Accounts receivable - franchisees, net	3,993		2,550
Accounts receivable - other, net	Accounts receivable - other, net	17,322		18,353		Accounts receivable - other, net	18,094		18,408
Deferred gift card sales commissions	Deferred gift card sales commissions	10,798		17,793		Deferred gift card sales commissions	12,694		17,755

Company-owned life insurance policies		7,420		17,244

Other current assets, net	Other current assets, net	5,575		5,297		Other current assets, net	6,210		4,671
		$	101,639	$	184,623		$	96,770	$	183,718

6. Goodwill and Intangible Assets, Net

Annual Goodwill and Intangible Assets Impairment Assessment - The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter. The Company’s 2023 assessment was quantitative and the 2022 assessment was qualitative. In connection with these assessments, the Company did not record any impairment charges.

7. Long-term Debt, Net

Following is a summary of outstanding Long-term debt, net, as of the periods indicated:

SEPTEMBER 25, 2022 DECEMBER 26, 2021
(dollars in thousands) OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE
Senior Secured Credit Facility:
Term loan A (1) $ — $ 195,000 1.60 %
Revolving credit facility (2) 420,000 4.26 % 80,000 3.75 %
Total Senior Secured Credit Facility 420,000 275,000
2025 Notes (3) 105,000 5.00 % 230,000 5.00 %
2029 Notes 300,000 5.13 % 300,000 5.13 %
Finance lease liabilities 3,816 2,376
Less: unamortized debt discount and issuance costs (4) (6,836) (14,157)
Less: finance lease interest (274) (154)
Total debt, net 821,706 793,065
Less: current portion of long-term debt (1,481) (10,958)
Long-term debt, net $ 820,225 $ 782,107


	JUNE 25, 2023				DECEMBER 25, 2022
(dollars in thousands)	OUTSTANDING BALANCE		INTEREST RATE		OUTSTANDING BALANCE		INTEREST RATE
Senior secured credit facility - revolving credit facility (1)	$	365,000	6.77	%	$	430,000	5.79	%
2025 Notes	104,786		5.00	%	105,000		5.00	%
2029 Notes	300,000		5.13	%	300,000		5.13	%


Less: unamortized debt discount and issuance costs	(5,788)				(6,493)



Long-term debt, net	$	763,998			$	828,507

________________

(1)Interest rate represents the weighted average interest rate as of ~~December 26, 2021.~~the respective periods.

~~(2)Interest rate represents the weighted average interest rate as of September 25, 2022 and the base rate option elected in anticipation of impending repayment as of December 26, 2021.~~

~~(3)~~Debt Covenants - ~~During the thirty-nine weeks ended September~~As of June 25, 2023 and December 25, 2022, the Company ~~repurchased $125.0 million of the 2025 Notes. See Note 8 -~~ was in compliance with its debt covenants.

8. Convertible Senior Notes

~~for additional details.~~

~~(4)~~2025 Notes - In connection with dividends paid during the ~~Amended Credit Agreement and~~twenty-six weeks ended June 25, 2023, the ~~partial repurchase~~conversion rate for theCompany’s remaining convertible senior notes due 2025 (the “2025 Notes”) decreased to approximately $11.37 per share, which represents 87.962 shares of common stock per $1,000 principal amount of the 2025 Notes, ~~$5.7~~or a total of approximately 9.217 million ~~of debt issuance costs were written off during the thirty-nine weeks ended September 25, 2022. See Note 8 -~~ ~~Convertible Senior Notes~~ ~~for additional details.~~

~~Credit Agreement Amendment -~~ On April 16, 2021, the Company and its wholly-owned subsidiary, OSI Restaurant Partners, LLC (“OSI”), as co-borrowers, entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for senior secured financing of up to $1.0 billion consisting of a $200.0 million Term loan A and an $800.0 million revolving credit facility (the “Senior Secured Credit Facility”), maturing on April 16, 2026.shares.

1513

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

On April 26, 2022, the Company and OSI entered into the First Amendment to the Second Amended and Restated Credit Agreement and Incremental Amendment (the “Amended Credit Agreement”), which included an increase of the Company’s existing revolving credit facility from $800.0 million to $1.0 billion and a transition from London Inter-Bank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”) as the benchmark rate for purposes of calculating interest under the Senior Secured Credit Facility. At closing, an incremental $192.5 million was drawn on the revolving credit facility to fully repay the outstanding balance of Term loan A. The total indebtedness of the Company remained unchanged as a result of the Amended Credit Agreement.

Under the Amended Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or Adjusted Term SOFR, plus an applicable spread. The Base Rate option is the highest of: (i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) the Adjusted Term SOFR with a one-month interest period plus 1.0% (the “Base Rate”). The Adjusted Term SOFR option is the 30, 90 or 180-day SOFR, plus a term SOFR adjustment of 0.10%, subject to a 0% floor (the “Adjusted Term SOFR”). The interest rate spreads are as follows:


	~~BASE RATE ELECTION~~	~~ADJUSTED TERM SOFR ELECTION~~
~~Revolving credit facility~~	~~50 to 150 basis points over the Base Rate~~	~~150 to 250 basis points over the Adjusted Term SOFR~~

The transition to SOFR did not materially impact the interest rate applied to the Company’s borrowings. No other material changes were made to the terms of the Company’s Credit Agreement as a result of the Amended Credit Agreement.

~~As of September 25, 2022 and December 26, 2021, the Company was in compliance with its debt covenants.~~

~~Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of the period indicated:~~


~~(dollars in thousands)~~	~~SEPTEMBER 25, 2022~~
~~Year 1~~	$	~~1,250~~
~~Year 2~~	~~1,202~~
~~Year 3~~	~~105,662~~
~~Year 4~~	~~420,350~~
~~Year 5~~	~~220~~
~~Thereafter~~	~~300,132~~
~~Total payments~~	~~828,816~~
~~Less: unamortized debt discount and issuance costs~~	~~(6,836)~~
~~Less: finance lease interest~~	~~(274)~~
~~Total principal payments~~	$	~~821,706~~

~~8. Convertible Senior Notes~~

~~2025 Notes~~ - On May 25, 2022, the Company entered into exchange agreements (the “Exchange Agreements”) with certain holders (the “Noteholders”) of the 2025 Notes. The Noteholders agreed to exchange $125.0 million in aggregate principal amount of the Company’s outstanding 2025 Notes for $196.9 million in cash, plus accrued interest, and approximately 2.3 million shares of the Company’s common stock (the “2025 Notes Partial Repurchase”). Under the Exchange Agreements, the total amount of cash paid and number of shares of common stock issued by the Company were based upon the volume-weighted average price per share of the Company’s common stock during a ten-trading day averaging period ending on June 14, 2022. Upon entering into the Exchange Agreements, the conversion feature related to the 2025 Notes repurchased, as well as the settlements of the related

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

convertible senior note hedges and warrants, were subject to derivative accounting. In connection with the 2025 Notes Partial Repurchase, the Company recognized a loss on extinguishment of debt of $104.7 million and a loss on fair value adjustment of derivatives, net of $17.7 million, and recorded a $48.5 million increase to Additional paid-in capital during the thirty-nine weeks ended September 25, 2022.

The initial conversion rate applicable to the 2025 Notes was 84.122 shares of common stock per $1,000 principal amount of 2025 Notes, or a total of approximately 19.348 million shares for the total $230.0 million principal amount. This initial conversion rate was equivalent to an initial conversion price of approximately $11.89 per share. In connection with dividends paid during the thirty-nine weeks ended September 25, 2022, the conversion rate for the remaining 2025 Notes decreased to approximately $11.66 per share, which represents 85.743 shares of common stock per $1,000 principal amount of the 2025 Notes, or a total of approximately 9.003 million shares.

The following table includes the outstanding principal amount and carrying value of the 2025 Notes as of the periods indicated:

(dollars in thousands) SEPTEMBER 25, 2022 DECEMBER 26, 2021
Long-term debt, net
Principal $ 105,000 $ 230,000
Less: debt issuance costs (1) (2,132) (5,898)
Net carrying amount $ 102,868 $ 224,102

~~________________~~

~~(1)~~Debt issuance costs are amortized to Interest expense, net using the effective interest method over the 2025 Notes’ expected life. During the thirty-nine weeks ended September 25, 2022, the Company wrote off $2.8 million of debt issuance costs as a result of the 2025 Notes Partial Repurchase.


(dollars in thousands)	JUNE 25, 2023		DECEMBER 25, 2022
Principal	$	104,786	$	105,000
Less: debt issuance costs	(1,542)		(1,939)
Net carrying amount	$	103,244	$	103,061

Following is a summary of interest expense for the 2025 Notes by component for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Coupon interest	Coupon interest	$	1,313	$	2,875	$	6,785	$	8,625	Coupon interest	$	1,310	$	2,597	$	2,622	$	5,472
Debt issuance cost amortization	Debt issuance cost amortization	190		392		963		1,159		Debt issuance cost amortization	198		370		394		774
Total interest expense (1)	Total interest expense (1)	$	1,503	$	3,267	$	7,748	$	9,784	Total interest expense (1)	$	1,508	$	2,967	$	3,016	$	6,246

________________

(1)The effective rate of the 2025 Notes over their expected life is 5.85%. The decrease in interest expense during the thirteen and twenty-six weeks ended June 25, 2023 relates to the 2025 Notes Partial Repurchase in May 2022.

Based on the daily closing prices of the Company’s stock during the quarter ended ~~September~~June 25, ~~2022,~~2023, the remaining holders of the 2025 Notes are eligible to convert their ~~2025 Notes~~notes during the ~~fourth~~third quarter of ~~2022.~~

~~Convertible Note Hedge and Warrant Transactions~~ ~~- In connection with the~~ 2025 Notes Partial Repurchase, the Company entered into partial unwind agreements with certain financial institutions relating to a portion of the convertible note hedge transactions (the “Note Hedge Early Termination Agreements”) and a portion of the ~~Warrant Transactions~~ (the “Warrant Early Termination Agreements”) that were previously entered into by the Company in connection with the issuance of the 2025 Notes. Upon settlement, the Company received $131.9 million for the Note Hedge Early Termination Agreements and paid $114.8 million for the Warrant Early Termination Agreements during the thirty-nine weeks ended September 25, 2022. In connection with the Note Hedge Early Termination Agreements and the Warrant Early Termination Agreements the Company recorded a $113.0 million increase and a $97.6 million decrease, respectively, to Additional paid-in capital during the thirty-nine weeks ended September 25, 2022.

The remaining Warrant Transactions have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the Warrant Transactions. The strike price was initially $16.64 per share and is subject to certain adjustments under the terms of the Warrant Transactions. In connection with

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

~~dividends paid during the thirty-nine weeks ended September 25, 2022, the strike price for the remaining~~ ~~Warrant Transactions~~ ~~decreased to $16.33.~~2023.

9. ~~Other Long-term Liabilities, Net~~

~~Other long-term liabilities, net, consisted of the following as of the periods indicated:~~

(dollars in thousands) SEPTEMBER 25, 2022 DECEMBER 26, 2021
Accrued insurance liability $ 30,419 $ 31,517
Deferred payroll tax liabilities (1) — 27,302
Deferred compensation obligations 28,351 37,514
Other long-term liabilities 28,082 28,909
$ 86,852 $ 125,242

~~_______________~~

~~(1)During the thirty-nine weeks ended September 25, 2022, the Company reclassified $27.3 million of payroll taxes deferred under the CARES Act to current.~~

~~10.~~ Stockholders’ Equity

Share Repurchases - On February ~~8, 2022,~~7, 2023, the Company’s Board of Directors (the “Board”) approved a share repurchase program (the ~~“2022~~“2023 Share Repurchase Program”) under which the Company ~~was~~is authorized to repurchase up to $125.0 million of its outstanding common stock. The ~~2022~~2023 Share Repurchase Program will expire on August ~~9, 2023.~~7, 2024. As of ~~September~~June 25, ~~2022, $44.0~~2023, $103.8 million remained available for repurchase under the ~~2022~~2023 Share Repurchase Program.

Following is a summary of the shares repurchased ~~under the 2022 Share Repurchase Program~~ during fiscal year ~~2022:~~2023:


(in thousands, except per share data)	(in thousands, except per share data)	NUMBER OF SHARES	AVERAGE REPURCHASE PRICE PER SHARE		AMOUNT		(in thousands, except per share data)	NUMBER OF SHARES	AVERAGE REPURCHASE PRICE PER SHARE		AMOUNT
First fiscal quarter	First fiscal quarter	551	$	21.26	$	11,702	First fiscal quarter	863	$	23.92	$	20,645
Second fiscal quarter	Second fiscal quarter	1,761	$	20.30	35,749		Second fiscal quarter	619	$	25.11	15,539
Third fiscal quarter		1,746	$	19.21	33,549

Total common stock repurchases (1)	Total common stock repurchases (1)	4,058	$	19.96	$	81,000	Total common stock repurchases (1)	1,482	$	24.42	$	36,184

________________

(1)Excludes excise tax on share repurchases. Subsequent to ~~September~~June 25, ~~2022,~~2023, the Company repurchased ~~682~~269 thousand shares of its common stock for ~~$13.8~~$7.3 million under a Rule 10b5-1 ~~plan through October 28, 2022.~~plan.

Dividends - The Company declared and paid dividends per share during fiscal year ~~2022~~2023 as follows:


(dollars in thousands, except per share data)	(dollars in thousands, except per share data)	DIVIDENDS PER SHARE		AMOUNT		(dollars in thousands, except per share data)	DIVIDENDS PER SHARE		AMOUNT
First fiscal quarter	First fiscal quarter	$	0.14	$	12,559	First fiscal quarter	$	0.24	$	21,014
Second fiscal quarter	Second fiscal quarter	0.14		12,418		Second fiscal quarter	0.24		20,990
Third fiscal quarter		0.14		12,475

Total cash dividends declared and paid	Total cash dividends declared and paid	$	0.42	$	37,452	Total cash dividends declared and paid	$	0.48	$	42,004

In ~~October 2022,~~July 2023, the Board declared a quarterly cash dividend of ~~$0.14~~$0.24 per share, payable on ~~November 23, 2022~~August 25, 2023 to shareholders of record at the close of business on ~~November 9, 2022.~~August 14, 2023.

1814

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Accumulated Other Comprehensive Loss (“AOCL”) -~~Following are the components~~ AOCL consisted of ~~AOCL~~foreign currency translation adjustments as of ~~the periods indicated:~~June 25, 2023 and December 25, 2022.

(dollars in thousands) SEPTEMBER 25, 2022 DECEMBER 26, 2021
Foreign currency translation adjustment $ (185,298) $ (195,480)
Unrealized loss on derivatives, net of tax (1,542) (10,509)
Accumulated other comprehensive loss $ (186,840) $ (205,989)

Following are the components of Other comprehensive ~~(loss)~~ income attributable to Bloomin’ Brands for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Foreign currency translation adjustment $ (13,041) $ 1,673 $ 10,182 $ 5,113
Unrealized (loss) gain on derivatives, net of tax — (153) 573 (323)
Reclassification of adjustments for loss on derivatives included in Net income, net of tax (1) — 1,519 954 6,036
Impact of terminated interest rate swaps included in Net income, net of tax (1) 2,255 1,479 7,440 2,950
Total gain on derivatives, net of tax 2,255 2,845 8,967 8,663
Other comprehensive (loss) income attributable to Bloomin’ Brands $ (10,786) $ 4,518 $ 19,149 $ 13,776

~~________________~~

~~(1)See Note 11 -~~ ~~Derivative Instruments and Hedging Activities~~ ~~for the tax impact of reclassifications and the terminated swaps.~~


	THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Foreign currency translation adjustment	$	4,502	$	11,940	$	3,368	$	23,223

Unrealized gain on derivatives, net of tax	—		—		—		573
Reclassification of adjustments for loss on derivatives included in Net income (loss), net of tax	—		273		—		954
Impact of terminated interest rate swaps included in Net income (loss), net of tax	—		2,164		—		5,185
Total gain on derivatives, net of tax	—		2,437		—		6,712

Other comprehensive income attributable to Bloomin’ Brands	$	4,502	$	14,377	$	3,368	$	29,935

~~11. Derivative Instruments and Hedging Activities~~

~~Cash Flow Hedges of Interest Rate Risk -~~In October 2018, the Company entered into variable-to-fixed interest rate swap agreements with 12 counterparties to hedge a portion of the cash flows of the Company’s variable rate debt. The swap agreements had an aggregate notional amount of $550.0 million and mature on November 30, 2022. Under the terms of the swap agreements, the Company paid a weighted average fixed rate of 3.04% on the notional amount and received payments from the counterparty based on one-month LIBOR. During 2021, the Company terminated its variable-to-fixed interest rate swap agreements with certain counterparties and as a result, as of December 26, 2021 had interest rate swap agreements remaining with two~~counterparties for an aggregate notional amount of $125.0 million.~~

In connection with the Amended Credit Agreement, on April 26, 2022 the Company terminated its remaining variable-to-fixed interest rate swap agreements. Following these terminations, the unrealized loss related to the terminated swap agreements included in Accumulated other comprehensive loss is amortized to Interest expense, net during 2022.

The Company’s swap agreements were designated and qualified as cash flow hedges, recognized on its Consolidated Balance Sheet at fair value as of December 26, 2021 and classified based on the instruments’maturity dates. As of September 25, 2022, the Company estimated $2.2 million of interest expense from the terminated swap agreements will be reclassified to Interest expense, net through the November 2022 maturity date of the swaps.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

~~The following table presents the fair value and classification of the Company’s swap agreements as of the period indicated:~~

~~(dollars in thousands)~~

~~DECEMBER 26, 2021~~

~~CONSOLIDATED BALANCE SHEET CLASSIFICATION~~

~~Interest rate swaps - liability (1)~~

~~3,056~~

~~Accrued and other current liabilities~~

~~Accrued interest~~

~~276~~

~~Accrued and other current liabilities~~

~~____________________~~

~~(1)See Note 13 -~~ ~~Fair Value Measurements~~ ~~for fair value discussion of the interest rate swaps.~~

~~The following table summarizes the effects of the swap agreements on Net income for the periods indicated:~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Interest rate swap agreements:
Interest rate swap expense recognized in Interest expense, net $ — $ (2,045) $ (1,284) $ (8,127)
Income tax benefit recognized in Provision (benefit) for income taxes — 526 330 2,091
Net effects of interest rate swap agreements $ — $ (1,519) $ (954) $ (6,036)
Terminated interest rate swap agreements:
Terminated interest rate swap expense recognized in Interest expense, net $ (3,034) $ (1,992) $ (10,014) $ (3,973)
Income tax benefit recognized in Provision (benefit) for income taxes 779 513 2,574 1,023
Net effects of terminated interest rate swap agreements $ (2,255) $ (1,479) $ (7,440) $ (2,950)
Total net effects on Net income $ (2,255) $ (2,998) $ (8,394) $ (8,986)

~~12.~~10. Leases

The following table includes a detail of lease assets and liabilities included on the Company’s Consolidated Balance Sheets as of the periods indicated:


(dollars in thousands)	(dollars in thousands)	CONSOLIDATED BALANCE SHEET CLASSIFICATION	SEPTEMBER 25, 2022		DECEMBER 26, 2021		(dollars in thousands)	CONSOLIDATED BALANCE SHEET CLASSIFICATION	JUNE 25, 2023		DECEMBER 25, 2022
Operating lease right-of-use assets	Operating lease right-of-use assets	Operating lease right-of-use assets	$	1,115,004	$	1,130,873	Operating lease right-of-use assets	Operating lease right-of-use assets	$	1,089,218	$	1,103,083
Finance lease right-of-use assets (1)	Finance lease right-of-use assets (1)	Property, fixtures and equipment, net	3,404		2,074		Finance lease right-of-use assets (1)	Property, fixtures and equipment, net	10,045		4,679
Total lease assets, net	Total lease assets, net		$	1,118,408	$	1,132,947	Total lease assets, net		$	1,099,263	$	1,107,762

Current operating lease liabilities ~~(2)~~	Current operating lease liabilities ~~(2)~~	Accrued and other current liabilities	$	181,427	$	177,028	Current operating lease liabilities ~~(2)~~	Current operating lease liabilities	$	185,362	$	183,510
Current finance lease liabilities	Current finance lease liabilities	Current portion of long-term debt	1,481		958		Current finance lease liabilities	Accrued and other current liabilities	2,508		1,636
Non-current operating lease liabilities (2)	Non-current operating lease liabilities (2)	Non-current operating lease liabilities	1,160,392		1,178,998		Non-current operating lease liabilities (2)	Non-current operating lease liabilities	1,131,843		1,148,379
Non-current finance lease liabilities	Non-current finance lease liabilities	Long-term debt, net	2,061		1,264		Non-current finance lease liabilities	Other long-term liabilities, net	8,037		3,149
Total lease liabilities	Total lease liabilities		$	1,345,361	$	1,358,248	Total lease liabilities		$	1,327,750	$	1,336,674

________________

(1)Net of accumulated amortization of ~~$3.4~~$3.5 million and ~~$3.3~~$3.6 million as of ~~September~~June 25, ~~2022~~2023 and December ~~26, 2021,~~25, 2022, respectively.

(2)Excludes ~~current accrued contingent percentage rent of $3.3 million and $3.5 million, as of September 25, 2022 and December 26, 2021, respectively, and~~ immaterial ~~current and non-current~~ COVID-19-related deferred rent accruals.

2015

Table of Contents

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated:


		CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION	THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	(dollars in thousands)		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		(dollars in thousands)		JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Operating leases (1)		Other restaurant operating	$	45,817	$	44,807	$	136,757	$	133,362
Operating lease cost (1)											Operating lease cost (1)	Other restaurant operating	$	46,237	$	45,579	$	91,984	$	90,940
Variable lease cost ~~(2)~~	Variable lease cost ~~(2)~~	Other restaurant operating	1,519		1,574		5,021		3,082		Variable lease cost ~~(2)~~	Other restaurant operating	1,629		1,619		3,353		3,502
Finance leases:
Finance lease costs:											Finance lease costs:
Amortization of leased assets	Amortization of leased assets	Depreciation and amortization	355		280		1,048		800		Amortization of leased assets	Depreciation and amortization	549		356		1,037		693
Interest on lease liabilities	Interest on lease liabilities	Interest expense, net	44		34		120		101		Interest on lease liabilities	Interest expense, net	174		44		310		76
Sublease revenue	Sublease revenue	Franchise and other revenues	(2,455)		(3,276)		(7,449)		(6,936)		Sublease revenue	Franchise and other revenues	(1,635)		(2,436)		(3,343)		(4,994)
Lease costs, net	Lease costs, net		$	45,280	$	43,419	$	135,497	$	130,409	Lease costs, net		$	46,954	$	45,162	$	93,341	$	90,217

________________

(1)Excludes rent expense for office facilities and Company-owned closed or subleased properties of ~~$3.1~~$3.0 million and ~~$3.2~~$3.1 million for the thirteen weeks ended ~~September~~June 25, ~~2022~~2023 and ~~September~~June 26, ~~2021,~~2022, respectively, and ~~$9.1~~$6.0 million and ~~$9.9~~$6.1 million for the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 and ~~September~~June 26, ~~2021,~~2022, respectively, which is included in General and administrative expense.

~~(2)Includes COVID-19-related rent abatements for the thirteen and thirty-nine weeks ended September 26, 2021.~~

The following table is a summary of cash flow impacts to the Company’s Consolidated Financial Statements related to its leases for the periods indicated:

THIRTY-NINE WEEKS ENDED

TWENTY-SIX WEEKS ENDED

(dollars in thousands)

SEPTEMBER 25, 2022

SEPTEMBER 26, 2021

(dollars in thousands)

JUNE 25, 2023

JUNE 26, 2022

Cash flows from operating activities:

Cash paid for amounts included in the measurement of operating lease liabilities

145,797

155,661

Cash paid for amounts included in the measurement of operating lease liabilities

97,804

97,255

~~13.~~11. Fair Value Measurements

Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. Fair value is categorized into one of the following three levels based on the lowest level of significant input:


Level 1						Unadjusted quoted market prices in active markets for identical assets or liabilities
Level 2						Observable inputs available at measurement date other than quoted prices included in Level 1
Level 3						Unobservable inputs that cannot be corroborated by observable market data

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

Fair Value Measurements on a Recurring Basis - The following table summarizes the Company’s financial assets ~~and liabilities~~ measured at fair value by hierarchy level on a recurring basis as of the periods indicated:

SEPTEMBER 25, 2022 DECEMBER 26, 2021
(dollars in thousands) TOTAL LEVEL 1 TOTAL LEVEL 1 LEVEL 2
Assets:
Cash equivalents:
Fixed income funds $ 6,277 $ 6,277 $ 6,714 $ 6,714 $ —
Money market funds 10,254 10,254 9,039 9,039 —
Restricted cash equivalents:
Money market funds 143 143 1,472 1,472 —
Total asset recurring fair value measurements $ 16,674 $ 16,674 $ 17,225 $ 17,225 $ —
Liabilities:
Accrued and other current liabilities:
Derivative instruments - interest rate swaps $ — $ — $ 3,056 $ — $ 3,056

~~Fair value of each class of financial instrument is determined based on the following:~~


~~FINANCIAL INSTRUMENT~~						~~METHODS AND ASSUMPTIONS~~
~~Fixed income funds and Money market funds~~						~~Carrying value approximates fair value because maturities are less than three months.~~
~~Derivative instruments~~						The Company’s derivative instruments include interest rate swaps. Fair value measurements are based on the contractual terms of the derivatives and use observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. The Company also considers its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of December 26, 2021, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

~~Fair Value Measurements on a Nonrecurring Basis -~~ Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to property, fixtures and equipment, operating lease right-of-use assets, goodwill and other intangible assets, which are remeasured when carrying value exceeds fair value. Carrying value after impairment approximates fair value. The following table summarizes the Company’s assets measured at fair value by hierarchy level on a nonrecurring basis for the period indicated:

THIRTY-NINE WEEKS ENDED
SEPTEMBER 26, 2021
(dollars in thousands) REMAINING CARRYING VALUE (1) TOTAL IMPAIRMENT
Operating lease right-of-use assets $ 7,651 $ 1,466
Property, fixtures and equipment 8,928 7,260
$ 16,579 $ 8,726


	JUNE 25, 2023				DECEMBER 25, 2022
(dollars in thousands)	TOTAL		LEVEL 1			TOTAL		LEVEL 1
Assets (1):
Cash equivalents:
Fixed income funds	$	11,715	$	11,715		$	3,301	$	3,301
Money market funds	8,880		8,880			4,786		4,786







Total asset recurring fair value measurements	$	20,595	$	20,595		$	8,087	$	8,087

________________

(1)~~All asset carrying values measured using discounted cash flow models (Level 3).~~Carrying value approximates fair value because maturities are less than three months.

Interim Disclosures about Fair Value of Financial Instruments - The Company’s ~~non-derivative~~ financial instruments consist of cash equivalents, accounts receivable, accounts payable ~~and current~~ and long-term debt. The fair values of cash equivalents, accounts receivable and accounts payable approximate their carrying amounts reported on its Consolidated Balance Sheets due to their short duration.

2216

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Debt is carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated:


		SEPTEMBER 25, 2022				DECEMBER 26, 2021
		CARRYING VALUE		FAIR VALUE LEVEL 2		CARRYING VALUE			FAIR VALUE LEVEL 2		JUNE 25, 2023				DECEMBER 25, 2022
(dollars in thousands)	(dollars in thousands)						(dollars in thousands)	CARRYING VALUE				FAIR VALUE LEVEL 2				CARRYING VALUE		FAIR VALUE LEVEL 2
Senior Secured Credit Facility:
Term loan A		$	—	$	—				$	195,000		$	190,125
Revolving credit facility		$	420,000	$	409,500				$	80,000		$	76,926

Senior secured credit facility - revolving credit facility														Senior secured credit facility - revolving credit facility	$	365,000	$	365,000	$	430,000	$	430,000

2025 Notes	2025 Notes	$	105,000	$	178,869				$	230,000		$	447,615	2025 Notes	$	104,786	$	241,722	$	105,000	$	198,843
2029 Notes	2029 Notes	$	300,000	$	252,471				$	300,000		$	304,395	2029 Notes	$	300,000	$	269,343	$	300,000	$	260,265

~~14.~~ 12. Income Taxes

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Income before provision (benefit) for income taxes $ 38,613 $ 597 $ 82,092 $ 184,562
Provision (benefit) for income taxes $ 5,563 $ (4,454) $ 33,028 $ 24,827
Effective income tax rate 14.4 % (NM) 40.2 % 13.5 %

~~________________~~

~~NM Not meaningful.~~

The provision for income taxes for the thirteen weeks ended September 25, 2022 increased primarily due to higher pre-tax book income across the Company’s U.S. and international subsidiaries. The benefit for income taxes for the thirteen weeks ended September 26, 2021 includes the impact of changes to the estimate of the forecasted full-year effective tax rate relative to prior quarters in 2021.


	THIRTEEN WEEKS ENDED						TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023			JUNE 26, 2022			JUNE 25, 2023			JUNE 26, 2022
Income (loss) before provision for income taxes	$	76,485		$	(50,144)		$	184,674		$	43,479
Provision for income taxes	$	6,483		$	11,536		$	21,244		$	27,465
Effective income tax rate	8.5		%	(23.0)		%	11.5		%	63.2		%

The effective income tax rate for the ~~thirty-nine~~thirteen weeks ended ~~September~~June 25, ~~2022 increased~~2023 changed by ~~26.7~~31.5 percentage points as compared to the ~~thirty-nine~~thirteen weeks ended ~~September~~June 26, ~~2021. The increase was~~2022. This change is primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase which, relative to the Loss before provision for income taxes during the thirteen weeks ended June 26, 2022, resulted in a negative effective income tax rate. This change was partially offset by a reduction in the effective tax rate during the thirteen weeks ended June 25, 2023 from benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34% to 0% and the revaluation of Brazilian deferred tax assets and liabilities as a result of the May 2023 Brazil tax legislation, as defined and further discussed below.

The effective income tax rate for the twenty-six weeks ended June 25, 2023 decreased by 51.7 percentage points as compared to the twenty-six weeks ended June 26, 2022. This decrease was primarily due to the benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34% to 0% for the twenty-six weeks ended June 25, 2023, and the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the ~~thirty-nine~~twenty-six weeks ended ~~September 25,~~June 26, 2022.

OnIn September ~~16,~~ 2022, the Company’s Brazilian subsidiary ~~was granted~~received a preliminary injunction ~~granting~~authorizing it ~~eligibility~~ to benefit from ~~a recent law in Brazil~~the exemptions enacted by Law 14,148/2021 which provides for emergency and temporary actions that ~~established several emergency actions by the government to offset the economic effects of the COVID-19 pandemic for the tourism and events sector. The new law introduced~~grant certain industries a 100% exemption from ~~Brazilian corporate~~ income tax (IRPJ and CSLL) and federal ~~value-added~~value added taxes (PIS and COFINS) for a ~~period of 5 years.~~five-year period. The injunction was issued as part of an ongoing lawsuit initiated by the Company’s Brazilian subsidiary due to the uncertainty regarding the restaurant industry’s eligibility for the exemptions under this ~~exemption. The Company has not recognized a financial impact~~legislation.

In May 2023, Brazil enacted tax legislation that prospectively limits the Company’s ability to benefit from the 100% exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS) for the ~~thirteen-week~~full five-year period ~~ended September 25, 2022 as~~(the “May 2023 Brazil tax legislation”). As a result of this legislation, the Company ~~continues~~expects to ~~evaluate~~be subject to PIS and COFINS and CSLL beginning in the ~~exemption, the uncertainty~~fourth quarter of 2023 and ~~impacts of the injunction, and the best courses of action moving forward.~~IRPJ beginning in 2024.

A restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”). The level of FICA tax credits is primarily driven by U.S. Restaurant sales and is not impacted by costs incurred that may reduce ~~pre-tax income.~~

~~The effective~~Income before provision for income tax rate for the thirteen weeks ended September 25, 2022 was lower than the Company’s blended federal and state statutory rate of approximately 26% primarily due to the benefit of FICA tax credits on certain tipped wages.taxes.

2317

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The effective income tax rates for the thirteen and twenty-six weeks ended June 25, 2023 were lower than the Company’s blended federal and state statutory rate of approximately 26% primarily due to the benefit of FICA tax credits on certain tipped wages, benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34% to 0%, and the revaluation of Brazilian deferred tax assets and liabilities as a result of the May 2023 Brazil tax legislation.

The effective income tax rate for the ~~thirty-nine~~thirteen weeks ended ~~September 25,~~June 26, 2022 was lower than the Company’s blended federal and state statutory rate of approximately 26%. The income tax rate includes the impact of non-deductible losses associated with the 2025 Notes Partial Repurchase which, relative to the Loss before provision for income taxes during the quarter, resulted in a negative effective income tax rate.

The effective income tax rate for the twenty-six weeks ended June 26, 2022 was higher than the statutory rate primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the ~~thirty-nine~~twenty-six weeks ended ~~September 25,~~June 26, 2022.

The effective income tax rates for the thirteen and thirty-nine weeks ended September 26, 2021 were lower than the statutory rate primarily due to the benefit of FICA tax credits on certain tipped wages.

On December 28, 2021, the U.S. Treasury and the Internal Revenue Service released final regulations that, among other things, provide guidance on several aspects of the foreign tax credit rules. As part of the guidance issued, these regulations change longstanding foreign tax credit regulations that now make foreign taxes paid to certain countries no longer creditable in the United States. The Company expects that a portion of post-2022 foreign taxes paid will not be creditable in the United States. Furthermore, the impact of these regulations will result in the utilization of existing prior year foreign tax credit carryforwards for which the Company had previously recorded a valuation allowance. The valuation allowance related to the credits expected to be utilized has been released during the thirty-nine weeks ended September 25, 2022.

~~15.~~13. Commitments and Contingencies

Litigation and Other Matters - The Company is subject to legal proceedings, claims and liabilities, such as liquor liability, slip and fall cases, ~~wage-and-hour~~wage and hour and other employment-related litigation, which arise in the ordinary course of business. A reserve is recorded when it is both: (i) probable that a loss has occurred and (ii) the amount of loss can be reasonably estimated. There may be instances in which an exposure to loss exceeds the recorded reserve. The Company evaluates, on a quarterly basis, developments in legal proceedings that could cause an increase or decrease in the amount of the reserve that has been previously recorded, or a revision to the disclosed estimated range of possible losses, as applicable.

The Company’s legal proceedings range from cases brought by a single plaintiff to threatened class actions with many putative class members. While some matters pending against the Company specify the damages claimed by the plaintiff or class, many seek unspecified amounts or are at very early stages of the legal process. Even when the amount of damages claimed against the Company are stated, the claimed amount may be exaggerated, unsupported or unrelated to possible outcomes, and as such, are not meaningful indicators of the Company’s potential liability or financial exposure. As a result, some matters have not yet progressed sufficiently through discovery or development of important factual information and legal issues to enable the Company to estimate an amount of loss or a range of possible loss.

The Company recorded reserves of $8.6 million and $7.1 million for certain of its outstanding legal proceedings as of September 25, 2022 and December 26, 2021, respectively, within Accrued and other current liabilities and Other long-term liabilities on its Consolidated Balance Sheets. While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.

~~The Company~~ intends to defend itself in legal matters. Some of these matters may be covered, at least in part, by insurance if they exceed specified retention or deductible amounts. However, it is possible that claims may be denied by the Company’s insurance carriers, the Company may be required by its insurance carriers to contribute to the payment of claims, or the Company’s insurance coverage may not continue to be available on acceptable terms or in sufficient amounts. The Company records receivables from third party insurers when recovery has been determined to be probable. The Company believes that the ultimate determination of liability in connection with legal claims pending against the Company, if any, in excess of amounts already provided for such matters in the consolidated financial statements, will not have a material adverse effect on its business, annual results of operations, liquidity or financial position. However, it is possible that the Company’s business, results of operations,

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~~BLOOMIN’ BRANDS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED) - Continued~~

liquidity, or financial condition could be materially affected in a particular future reporting period by the unfavorable resolution of one or more matters or contingencies during such period.

The Company recorded reserves of $16.4 million and $15.1 million for certain of its outstanding legal proceedings as of June 25, 2023 and December 25, 2022, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets. While the Company believes that additional losses beyond these accruals are

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.

Lease Guarantees - The Company assigned its interest, and is contingently liable, under certain real estate leases. These leases have varying terms, the latest of which expires in 2032. As of ~~September~~June 25, ~~2022,~~2023, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was approximately ~~$22.4~~$21.9 million. The present value of these potential payments discounted at the Company’s incremental borrowing rate as of ~~September~~June 25, ~~2022~~2023 was approximately ~~$15.7~~$16.5 million. In the event of default, the indemnity clauses in the Company’s purchase and sale agreements generally govern its ability to pursue and recover damages incurred. As of ~~September~~June 25, ~~2022~~2023 and December ~~26, 2021,~~25, 2022, the Company’s recorded contingent lease liability was ~~$7.5~~$5.6 million and ~~$8.7~~$6.2 million, respectively.

~~Royalty Termination~~ - In August 2021, wholly-owned subsidiaries of the Company entered into the Purchase and Sale of Royalty Payment Stream and Termination of Royalty Agreement (the “Royalty Termination Agreement”) with the Carrabba’s Italian Grill founders (the “Carrabba’s Founders”), pursuant to which the Company’s obligation to pay future royalties on U.S. Carrabba’s Italian Grill restaurant sales and lump sum royalty fees on Carrabba’s Italian Grill (and Abbraccio) restaurants opened outside the U.S. was terminated. Upon execution of the Royalty Termination Agreement, the Company made a cash payment of $61.9 million to the Carrabba’s Founders, which was recorded in Other restaurant operating expense in its Consolidated Statements of Operations and Comprehensive Income during the thirteen weeks ended September 26, 2021.

~~16.~~14. Segment Reporting

The following is a summary of reporting segments:

REPORTABLE SEGMENT (1)

CONCEPT

GEOGRAPHIC LOCATION

U.S.

Outback Steakhouse

United States of America

Carrabba’s Italian Grill

Bonefish Grill

Fleming’s Prime Steakhouse & Wine Bar

International

Outback Steakhouse

Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio)

Brazil

_________________

(1)Includes franchise locations.

Segment accounting policies are the same as those described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December ~~26, 2021.~~25, 2022. Revenues for all segments include only transactions with customers and exclude intersegment revenues. Excluded from Income from operations for U.S. and international are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, certain insurance expenses and certain bonus expenses.

The following table is a summary of ~~Total~~ revenues by segment for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Total revenues
Revenues										Revenues
U.S.	U.S.	$	922,521	$	912,733	$	2,957,555	$	2,820,709	U.S.	$	1,005,229	$	998,627	$	2,098,225	$	2,035,034
International	International	133,242		97,730		363,905		254,593		International	147,465		126,535		299,215		230,663
Total revenues	Total revenues	$	1,055,763	$	1,010,463	$	3,321,460	$	3,075,302	Total revenues	$	1,152,694	$	1,125,162	$	2,397,440	$	2,265,697

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following table is a reconciliation of segment income from operations to Income (loss) before provision ~~(benefit)~~ for income taxes for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Segment income from operations	Segment income from operations									Segment income from operations
U.S.	U.S.	$	68,501	$	47,294	$	305,347	$	334,326	U.S.	$	103,008	$	104,620	$	236,251	$	236,846
International	International	15,849		1,412		38,859		7,419		International	20,486		14,126		44,994		23,010
Total segment income from operations	Total segment income from operations	84,350		48,706		344,206		341,745		Total segment income from operations	123,494		118,746		281,245		259,856
Unallocated corporate operating expense	Unallocated corporate operating expense	(33,041)		(33,869)		(97,922)		(111,273)		Unallocated corporate operating expense	(34,048)		(31,027)		(71,166)		(64,881)
Total income from operations	Total income from operations	51,309		14,837		246,284		230,472		Total income from operations	89,446		87,719		210,079		194,975
Loss on extinguishment and modification of debt	Loss on extinguishment and modification of debt	—		—		(107,630)		(2,073)		Loss on extinguishment and modification of debt	—		(107,630)		—		(107,630)
Loss on fair value adjustment of derivatives, net	Loss on fair value adjustment of derivatives, net	—		—		(17,685)		—		Loss on fair value adjustment of derivatives, net	—		(17,685)		—		(17,685)
Other income, net		—		5		—		26

Interest expense, net	Interest expense, net	(12,696)		(14,245)		(38,877)		(43,863)		Interest expense, net	(12,961)		(12,548)		(25,405)		(26,181)
Income before provision (benefit) for income taxes		$	38,613	$	597	$	82,092	$	184,562
Income (loss) before provision for income taxes										Income (loss) before provision for income taxes	$	76,485	$	(50,144)	$	184,674	$	43,479

The following table is a summary of Depreciation and amortization expense by segment for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Depreciation and amortization	Depreciation and amortization									Depreciation and amortization
U.S.	U.S.	$	34,432	$	33,422	$	102,735	$	100,645	U.S.	$	39,375	$	33,544	$	77,538	$	68,303
International	International	5,882		5,842		17,438		17,128		International	6,126		6,019		12,045		11,556
Corporate	Corporate	1,857		1,563		5,030		4,819		Corporate	2,064		1,694		4,284		3,173
Total depreciation and amortization	Total depreciation and amortization	$	42,171	$	40,827	$	125,203	$	122,592	Total depreciation and amortization	$	47,565	$	41,257	$	93,867	$	83,032

Geographic Areas - International assets are defined as assets residing in a country other than the U.S. The following table details long-lived assets, excluding goodwill, operating lease right-of-use assets, intangible assets and deferred tax assets, by major geographic area as of the periods indicated:


(dollars in thousands)	JUNE 25, 2023		DECEMBER 25, 2022
U.S.	$	945,616	$	891,379
International
Brazil	108,791		93,972
Other	8,970		10,938
Total long-lived assets	$	1,063,377	$	996,289

International revenues are defined as revenues generated from restaurant sales originating in a country other than the U.S. The following table details Total revenues by major geographic area for the periods indicated:


	THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
U.S.	$	1,005,229	$	998,627	$	2,098,225	$	2,035,034
International
Brazil	126,245		106,505		265,239		196,605
Other	21,220		20,030		33,976		34,058
Total revenues	$	1,152,694	$	1,125,162	$	2,397,440	$	2,265,697

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes. Unless the context otherwise indicates, as used in this report, the term the “Company,” “we,” “us,” “our” and other similar terms mean Bloomin’ Brands, Inc. and its subsidiaries.

Cautionary Statement

This Quarterly Report on Form 10-Q (the “Report”) includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “feels,” “seeks,” “forecasts,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could” or “would” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements are accompanied by such terms. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and industry developments are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause actual results to differ materially from statements made or suggested by forward-looking statements include, but are not limited to, the following:

(i)Consumer reactions to public health and food safety issues;

(ii)The severity, extent and duration of the COVID-19 pandemic, its impacts on our business and results of operations, financial condition and liquidity, including any adverse impact on our stock price and on the other factors listed below, and the responses of domestic and foreign federal, state and local governments to the pandemic;

~~(iii)~~Minimum wage increases, additional mandated employee benefits and fluctuations in the cost and availability of employees;

(iii)Our ability to recruit and retain high-quality leadership, restaurant-level management and team members;

(iv)~~Fluctuations in~~Economic conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the ~~price~~cost and availability of ~~commodities, including supplier freight charges~~credit and ~~restaurant distribution expenses, and other impacts of inflation;~~interest rates;

(v)Our ability to compete in the highly competitive restaurant industry with many well-established competitors and new market entrants;

(vi)Our ability to protect our information technology systems from interruption or security breach, including cyber security threats, and to protect consumer data and personal employee information;

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~(vi)~~(vii)~~Economic conditions and their effects on consumer confidence and discretionary spending, consumer traffic,~~Fluctuations in the ~~cost~~price and availability of ~~credit~~commodities, including supplier freight charges and ~~interest rates;~~

~~(vii)Our ability~~restaurant distribution expenses, and other impacts of inflation and our dependence on a limited number of suppliers and distributors to ~~recruit~~meet our beef, chicken and ~~retain high-quality leadership, restaurant-level management and team members;~~other major product supply needs;

(viii)The severity, extent and duration of a health pandemic, its impacts on our business and results of operations, financial condition and liquidity, including any adverse impact on our stock price and on the other factors listed in this Report, and the responses of domestic and foreign federal, state and local governments to the pandemic;

(ix)Our ability to preserve and grow the reputation and value of our brands, particularly in light of changes in consumer engagement with social media platforms and limited control with respect to the operations of our franchisees;

~~(ix)Our ability to protect our information technology systems from interruption or security breach, including cyber security threats, and to protect consumer data and personal employee information;~~

(x)~~Dependence on a limited number of suppliers and distributors to meet our beef, chicken and other major product supply needs;~~

~~(xi)~~The effects of international economic, political and social conditions and legal systems on our foreign operations and on foreign currency exchange rates;

(xi)Our ability to comply with new environmental, social and governance (“ESG”) requirements or our failure to achieve any goals, targets or objectives with respect to ESG matters;

(xii)Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits, including by maintaining relationships with third party delivery apps and services;

(xiii)Our ability to comply with governmental laws and regulations, the costs of compliance with such laws and regulations and the effects of changes to applicable laws and regulations, including tax laws and unanticipated liabilities, and the impact of any litigation;

~~(xiii)Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits, including by maintaining relationships with third party delivery apps and services;~~

(xiv)Our ability to implement our remodeling, relocation and expansion plans, due to uncertainty in locating and acquiring attractive sites on acceptable terms, obtaining required permits and approvals, recruiting and training necessary personnel, obtaining adequate financing and estimating the performance of newly opened, remodeled or relocated ~~restaurants;~~restaurants, and our cost savings plans to enable reinvestment in our business, due to uncertainty with respect to macroeconomic conditions and the efficiency that may be added by the actions we take;

(xv)Seasonal and periodic fluctuations in our results and the effects of significant adverse weather conditions and other disasters or unforeseen events;

(xvi)The effects of our leverage and restrictive covenants in our various credit facilities on our ability to raise additional capital to fund our operations, to make capital expenditures to invest in new or renovate restaurants and to react to changes in the economy or our industry;

(xvii)Any impairment in the carrying value of our goodwill or other intangible or long-lived assets and its effect on our financial condition and results of operations; and

(xviii)Such other factors as discussed in Part I, Item IA. Risk Factors of our Annual Report on Form 10-K for the year ended December ~~26, 2021.~~25, 2022.

Given these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

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~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

Overview

We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts. As of ~~September~~June 25, ~~2022,~~2023, we owned and operated ~~1,176~~1,187 full-service restaurants and off-premises only kitchens and franchised ~~332~~298 full-service restaurants and off-premises only kitchens across 47 states, Guam and 1513 countries. We have four founder-inspired concepts: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar.

Financial ~~Highlights~~Overview - Our financial ~~highlights~~overview for the thirteen weeks ended ~~September~~June 25, ~~2022 include~~2023 includes the following:

•U.S. combined and Outback Steakhouse comparable restaurant sales of ~~1.4%~~0.8% and ~~2.3%~~0.6%, respectively;

•Increase in Total revenues of ~~4.5%~~2.4%, as compared to the ~~third~~second quarter of ~~2021;~~2022;

•Operating income and restaurant-level operating margins of ~~4.9%~~7.8% and ~~13.1%~~16.4%, respectively, as compared to ~~1.5%~~7.8% and ~~10.3%~~15.5%, respectively, for the ~~third~~second quarter of ~~2021;~~2022;

•Operating income of ~~$51.3~~$89.4 million, as compared to ~~$14.8~~$87.7 million in the ~~third~~second quarter of ~~2021;~~2022; and

•Diluted earnings per share of ~~$0.34~~$0.70 as compared to ~~$0.03~~diluted loss per share of $(0.72) for the ~~third~~second quarter of ~~2021.~~2022.

Key Financial Performance Indicators - Key measures that we use in evaluating our restaurants and assessing our business include the following:

•Average restaurant unit volumes—average sales (excluding gift card ~~breakage)~~breakage and the benefit of value added tax exemptions in Brazil) per restaurant to measure changes in customer traffic, pricing and development of the ~~brand;~~brand.

•Comparable restaurant sales—year-over-year comparison of the change in sales volumes (excluding gift card ~~breakage)~~breakage and the benefit of value added tax exemptions in Brazil) for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing ~~restaurants;~~restaurants.

•System-wide sales—total restaurant sales volume for all Company-owned and franchise restaurants, regardless of ownership, to interpret the overall health of our ~~brands;~~brands.

•Restaurant-level operating margin, Income from operations, Net income (loss) and Diluted earnings (loss) per share—financial measures utilized to evaluate our operating performance.

Restaurant-level operating margin is a non-GAAP financial measure widely regarded in the industry as a useful metric to evaluate restaurant-level operating efficiency and performance of ongoing restaurant-level operations, and we use it for these purposes, overall and particularly within our two segments. Our restaurant-level operating margin is expressed as the percentage of our Restaurant sales that Food and beverage costs, Labor and other related expenses and Other restaurant operating expenses (including advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of Operations and Comprehensive ~~Income.~~Income (Loss). The following categories of ~~our~~ revenue and operating expenses

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

are not included in restaurant-level operating margin because we do not consider them reflective of operating performance at the restaurant-level within a period:

(i)Franchise and other revenues which are earned primarily from franchise royalties and other non-food and beverage revenue streams, such as rental and sublease income;

(ii)Depreciation and amortization which, although substantially all of which is related to restaurant-level assets, represent historical sunk costs rather than cash outlays for the restaurants;

(iii)General and administrative expense which includes primarily non-restaurant-level costs associated with support of the restaurants and other activities at our corporate offices; and

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~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

(iv)Asset impairment charges and restaurant closing costs which are not reflective of ongoing restaurant performance in a period.

Restaurant-level operating margin excludes various expenses, as discussed above, that are essential to support the operations of our restaurants and may materially impact our Consolidated Statements of Operations and Comprehensive ~~Income.~~Income (Loss). As a result, restaurant-level operating margin is not indicative of our consolidated results of operations and is presented exclusively as a supplement to, and not a substitute for, Net income (loss) or Income from operations. In addition, our presentation of restaurant-level operating margin may not be comparable to similarly titled measures used by other companies in our ~~industry;~~industry.

•Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share—non-GAAP financial measures utilized to evaluate our operating performance.

We believe that our use of these non-GAAP financial measures permits investors to assess the operating performance of our business relative to our performance based on U.S. GAAP results and relative to other companies within the restaurant industry by isolating the effects of certain items that may vary from period to period without correlation to core operating performance or that vary widely among similar companies. However, our inclusion of these adjusted measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items or that the items for which we have made adjustments are unusual or infrequent or will not recur. We believe that the disclosure of these non-GAAP measures is useful to investors as they form part of the basis for how our management team and Board evaluate our operating performance, allocate resources and administer employee incentive plans.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Selected Operating Data - The table below presents the number of our full-service restaurants in operation as of the periods indicated:


Number of restaurants (at end of the period):	Number of restaurants (at end of the period):	SEPTEMBER 25, 2022	SEPTEMBER 26, 2021	Number of restaurants (at end of the period):	JUNE 25, 2023	JUNE 26, 2022
U.S.	U.S.			U.S.
Outback Steakhouse	Outback Steakhouse			Outback Steakhouse
Company-owned	Company-owned	564	564	Company-owned	562	563
Franchised	Franchised	128	130	Franchised	127	130
Total	Total	692	694	Total	689	693
Carrabba’s Italian Grill	Carrabba’s Italian Grill			Carrabba’s Italian Grill
Company-owned	Company-owned	199	199	Company-owned	199	198
Franchised	Franchised	19	20	Franchised	19	19
Total	Total	218	219	Total	218	217
Bonefish Grill	Bonefish Grill			Bonefish Grill
Company-owned	Company-owned	173	178	Company-owned	170	174
Franchised	Franchised	7	7	Franchised	5	7
Total	Total	180	185	Total	175	181
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar			Fleming’s Prime Steakhouse & Wine Bar
Company-owned	Company-owned	64	64	Company-owned	64	64
Aussie Grill	Aussie Grill			Aussie Grill
Company-owned ~~(1)~~	Company-owned ~~(1)~~	5	4	Company-owned ~~(1)~~	7	5
U.S. total	U.S. total	1,159	1,166	U.S. total	1,153	1,160
International	International			International
Company-owned	Company-owned			Company-owned
Outback Steakhouse - Brazil ~~(2)~~(1)	Outback Steakhouse - Brazil ~~(2)~~(1)	137	113	Outback Steakhouse - Brazil ~~(2)~~(1)	148	129

Other ~~(3)~~(2)	Other ~~(3)~~(2)	33	33	Other ~~(3)~~(2)	36	33
Franchised	Franchised			Franchised
Outback Steakhouse - South Korea ~~(1)~~	Outback Steakhouse - South Korea ~~(1)~~	83	77	Outback Steakhouse - South Korea ~~(1)~~	92	77
Other ~~(3)~~(2)	Other ~~(3)~~(2)	50	54	Other ~~(3)~~(2)	46	50
International total	International total	303	277	International total	322	289
System-wide total	System-wide total	1,462	1,443	System-wide total	1,475	1,449
System-wide total - Company-owned	System-wide total - Company-owned	1,175	1,155	System-wide total - Company-owned	1,186	1,166
System-wide total - Franchised	System-wide total - Franchised	287	288	System-wide total - Franchised	289	283

____________________

(1)~~Previously presented restaurant counts as of September 26, 2021 have been adjusted to exclude off-premises only locations included in the table below.~~

~~(2)~~The restaurant counts for Brazil, including Abbraccio and Aussie Grill restaurants within International Company-owned Other, are reported as of ~~August~~May 31, ~~2022~~2023 and ~~2021,~~2022, respectively, to correspond with the balance sheet dates of this subsidiary.

~~(3)~~(2)International Company-owned Other included four and two Aussie Grill locations as of ~~September~~June 25, 2023 and June 26, 2022, ~~and September 26, 2021.~~respectively. International Franchised Other included three Aussie Grill locations as of ~~September~~June 25, ~~2022~~2023 and ~~September~~June 26, ~~2021.~~2022.

The table below presents the number of our off-premises only kitchens in operation as of the periods indicated:

Number of kitchens (at end of the period) (1):

SEPTEMBER 25, 2022

SEPTEMBER 26, 2021

Number of kitchens (at end of the period) (1):

JUNE 25, 2023

JUNE 26, 2022

U.S.

Company-owned

International

Company-owned

—

Company-owned

—

Franchised - South Korea

System-wide total

____________________

(1)Excludes virtual concepts that operate out of existing restaurants and sports venue locations.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Results of Operations

The following table sets forth the percentages of certain items in our Consolidated Statements of Operations in relation to Restaurant sales or Total revenues ~~or Restaurant sales~~ for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021			JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Revenues	Revenues									Revenues
Restaurant sales	Restaurant sales	98.5	%	98.6	%	98.5	%	98.6	%	Restaurant sales	98.7	%	98.6	%	98.7	%	98.5	%
Franchise and other revenues	Franchise and other revenues	1.5		1.4		1.5		1.4		Franchise and other revenues	1.3		1.4		1.3		1.5
Total revenues	Total revenues	100.0		100.0		100.0		100.0		Total revenues	100.0		100.0		100.0		100.0
Costs and expenses	Costs and expenses									Costs and expenses
Food and beverage costs (1)		32.0		30.5		32.3		30.0
Food and beverage (1)										Food and beverage (1)	30.9		32.9		31.1		32.4
Labor and other related (1)	Labor and other related (1)	29.1		29.1		28.2		28.4		Labor and other related (1)	28.7		27.8		28.2		27.8
Other restaurant operating (1)	Other restaurant operating (1)	25.8		30.1		24.2		25.2		Other restaurant operating (1)	24.0		23.8		23.5		23.4
Depreciation and amortization	Depreciation and amortization	4.0		4.0		3.8		4.0		Depreciation and amortization	4.1		3.7		3.9		3.7
General and administrative	General and administrative	5.3		5.8		5.2		5.9		General and administrative	5.5		5.3		5.4		5.2

Provision for impaired assets and restaurant closings	Provision for impaired assets and restaurant closings	0.2		0.2		0.1		0.3		Provision for impaired assets and restaurant closings	0.2		*		0.2		0.1

Total costs and expenses	Total costs and expenses	95.1		98.5		92.6		92.5		Total costs and expenses	92.2		92.2		91.2		91.4
Income from operations	Income from operations	4.9		1.5		7.4		7.5		Income from operations	7.8		7.8		8.8		8.6
Loss on extinguishment and modification of debt	Loss on extinguishment and modification of debt	—		—		(3.1)		(0.1)		Loss on extinguishment and modification of debt	—		(9.6)		—		(4.7)
Loss on fair value adjustment of derivatives, net	Loss on fair value adjustment of derivatives, net	—		—		(0.5)		—		Loss on fair value adjustment of derivatives, net	—		(1.6)		—		(0.8)
Other income, net		—		*		—		*

Interest expense, net	Interest expense, net	(1.2)		(1.4)		(1.3)		(1.4)		Interest expense, net	(1.2)		(1.1)		(1.1)		(1.2)
Income before provision (benefit) for income taxes		3.7		0.1		2.5		6.0
Provision (benefit) for income taxes		0.6		(0.4)		1.0		0.8
Net income		3.1		0.5		1.5		5.2
Income (loss) before provision for income taxes										Income (loss) before provision for income taxes	6.6		(4.5)		7.7		1.9
Provision for income taxes										Provision for income taxes	0.5		1.0		0.9		1.2
Net income (loss)										Net income (loss)	6.1		(5.5)		6.8		0.7
Less: net income attributable to noncontrolling interests	Less: net income attributable to noncontrolling interests	0.1		0.2		0.2		0.2		Less: net income attributable to noncontrolling interests	0.2		0.2		0.1		0.2
Net income attributable to Bloomin’ Brands		3.0	%	0.3	%	1.3	%	5.0	%
Net income (loss) attributable to Bloomin’ Brands										Net income (loss) attributable to Bloomin’ Brands	5.9	%	(5.7)	%	6.7	%	0.5	%

________________

(1)As a percentage of Restaurant sales.

*Less than 1/10th of one percent of Total ~~revenues.~~revenues

REVENUES

Restaurant ~~sales~~

Sales -

Following is a summary of the change in Restaurant sales for the periods indicated:

(dollars in millions) THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
For the periods ended September 26, 2021 $ 996.7 $ 3,031.4
Change from:
Comparable restaurant sales (1) 34.9 212.6
Restaurant openings (1) 18.0 46.0
Restaurant closures (1) (8.2) (24.7)
Effect of foreign currency translation (1.0) 7.6
For the periods ended September 25, 2022 $ 1,040.4 $ 3,272.9

~~____________________~~


(dollars in millions)	THIRTEEN WEEKS ENDED		TWENTY-SIX WEEKS ENDED
For the periods ended June 26, 2022	$	1,108.9	$	2,232.5
Change from:
Restaurant openings (1)	18.0		37.6
Comparable restaurant sales (1)	11.9		87.2
Brazil value added tax exemptions (2)	9.6		19.2
Restaurant closures (1)	(6.6)		(12.0)
Effect of foreign currency translation	(4.5)		1.1

For the periods ended June 25, 2023	$	1,137.3	$	2,365.6

________________

(1)Summation of quarterly changes for restaurant openings, closures and comparable restaurant sales will not total to annual amounts as the restaurants that meet the definition of each will differ each period based on when the restaurant opened or closed.

(2)See Note 12 - Income Taxes of the Notes to Consolidated Financial Statements for details regarding value added tax exemptions in connection with Brazil tax legislation.

Table of Contents

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

The increase in Restaurant sales during the thirteen weeks ended ~~September~~June 25, 2022 was primarily due to higher comparable restaurant sales and the opening of 42 new restaurants not included in our comparable restaurant sales base. The increase in Restaurant sales was partially offset by the closure of 22 restaurants since June 27, 2021.

~~The increase in Restaurant sales during the thirty-nine weeks ended September 25, 2022~~2023 was primarily due to: (i) ~~higher comparable restaurant sales, (ii)~~ the opening of 5450 new restaurants not included in our comparable restaurant sales base, (ii) higher comparable restaurant sales, primarily driven by increases in menu pricing, and (iii) value added tax exemptions in Brazil. The increase was partially offset by the closure of 18 restaurants since March 27, 2022 and the effect of foreign currency translation of the Brazilian Real relative to the U.S. dollar.

The increase in Restaurant sales during the twenty-six weeks ended June 25, 2023 was primarily due to: (i) higher comparable restaurant sales, primarily driven by increases in menu pricing, (ii) the opening of 55 new restaurants not included in our comparable restaurant sales base and (iii) value added tax exemptions in Brazil. The increase in Restaurant sales was partially offset by the closure of 2524 restaurants since December ~~27, 2020.~~26, 2021.

Average Restaurant Unit Volumes and Operating Weeks

Following is a summary of the average restaurant unit volumes and operating weeks for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED			THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021			SEPTEMBER 25, 2022			SEPTEMBER 26, 2021			JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Average restaurant unit volumes (weekly):	Average restaurant unit volumes (weekly):											Average restaurant unit volumes (weekly):
U.S.	U.S.											U.S.
Outback Steakhouse	Outback Steakhouse	$	72,834	$	70,849		$	77,106		$	74,163	Outback Steakhouse	$	78,321	$	77,941	$	81,421	$	79,246
Carrabba’s Italian Grill	Carrabba’s Italian Grill	$	62,010	$	61,518		$	65,309		$	62,910	Carrabba’s Italian Grill	$	68,290	$	66,016	$	70,489	$	66,954
Bonefish Grill	Bonefish Grill	$	57,998	$	57,844		$	62,811		$	58,626	Bonefish Grill	$	64,671	$	64,113	$	67,427	$	65,193
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar	$	97,053	$	95,777		$	109,112		$	94,064	Fleming’s Prime Steakhouse & Wine Bar	$	109,882	$	112,900	$	115,754	$	115,141
International	International											International
Outback Steakhouse - Brazil (1)	Outback Steakhouse - Brazil (1)	$	60,711	$	49,841		$	58,722		$	40,848	Outback Steakhouse - Brazil (1)	$	58,306	$	61,210	$	60,670	$	57,645

Operating weeks:	Operating weeks:											Operating weeks:
U.S.	U.S.											U.S.
Outback Steakhouse	Outback Steakhouse	7,331		7,344			21,968			22,089		Outback Steakhouse	7,321		7,317		14,679		14,637
Carrabba’s Italian Grill	Carrabba’s Italian Grill	2,576		2,587			7,741			7,761		Carrabba’s Italian Grill	2,587		2,578		5,174		5,165
Bonefish Grill	Bonefish Grill	2,253		2,327			6,807			7,004		Bonefish Grill	2,218		2,269		4,466		4,554
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar	832		832			2,496			2,489		Fleming’s Prime Steakhouse & Wine Bar	845		832		1,690		1,664
International	International											International
Outback Steakhouse - Brazil	Outback Steakhouse - Brazil	1,745		1,485			4,971			4,362		Outback Steakhouse - Brazil	1,891		1,644		3,679		3,226

____________________

(1)Translated at average exchange rates of ~~5.18~~5.06 and ~~5.15~~4.89 for the thirteen weeks ended ~~September~~June 25, ~~2022~~2023 and ~~September~~June 26, ~~2021,~~2022, respectively, and ~~5.16~~5.14 and ~~5.27~~5.15 for the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, 2023 and June 26, 2022, ~~and September 26, 2021,~~ respectively. Excludes the benefit of the Brazil value added tax exemptions discussed in Note 12 - Income Taxes of the Notes to Consolidated Financial Statements.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Comparable Restaurant Sales, Traffic and Average Check Per Person Increases (Decreases)

Following is a summary of comparable restaurant sales, traffic and average check per person increases (decreases) for the periods indicated:


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021			JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022

Year over year percentage change:	Year over year percentage change:									Year over year percentage change:
Comparable restaurant sales (stores open 18 months or more):
Comparable restaurant sales (restaurants open 18 months or more):										Comparable restaurant sales (restaurants open 18 months or more):
U.S. (1)	U.S. (1)									U.S. (1)
Outback Steakhouse	Outback Steakhouse	2.3	%	18.3	%	3.4	%	25.3	%	Outback Steakhouse	0.6	%	(1.1)	%	2.8	%	3.9	%
Carrabba’s Italian Grill	Carrabba’s Italian Grill	0.7	%	28.8	%	3.6	%	35.1	%	Carrabba’s Italian Grill	3.5	%	(1.0)	%	5.1	%	5.0	%
Bonefish Grill	Bonefish Grill	(0.9)	%	36.6	%	5.9	%	41.2	%	Bonefish Grill	0.5	%	(1.1)	%	3.4	%	9.2	%
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar	1.3	%	59.6	%	15.7	%	56.9	%	Fleming’s Prime Steakhouse & Wine Bar	(2.5)	%	6.0	%	0.4	%	23.1	%
Combined U.S.	Combined U.S.	1.4	%	25.5	%	4.8	%	31.4	%	Combined U.S.	0.8	%	(0.4)	%	3.1	%	6.4	%
International	International									International
Outback Steakhouse - Brazil (2)	Outback Steakhouse - Brazil (2)	30.1	%	109.8	%	48.7	%	29.4	%	Outback Steakhouse - Brazil (2)	4.1	%	95.7	%	9.1	%	61.1	%

Traffic:	Traffic:									Traffic:
U.S.	U.S.									U.S.
Outback Steakhouse	Outback Steakhouse	(6.8)	%	14.8	%	(5.5)	%	19.6	%	Outback Steakhouse	(5.4)	%	(8.7)	%	(3.5)	%	(5.0)	%
Carrabba’s Italian Grill	Carrabba’s Italian Grill	(8.4)	%	27.1	%	(4.4)	%	27.0	%	Carrabba’s Italian Grill	(0.8)	%	(7.5)	%	0.5	%	(2.5)	%
Bonefish Grill	Bonefish Grill	(8.3)	%	25.6	%	(3.3)	%	23.4	%	Bonefish Grill	(4.4)	%	(8.6)	%	(2.0)	%	(1.0)	%
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar	(4.8)	%	48.4	%	5.8	%	38.1	%	Fleming’s Prime Steakhouse & Wine Bar	(2.3)	%	(2.9)	%	(1.1)	%	11.1	%
Combined U.S.	Combined U.S.	(7.2)	%	19.3	%	(4.7)	%	21.9	%	Combined U.S.	(4.2)	%	(8.3)	%	(2.4)	%	(3.5)	%
International	International									International
Outback Steakhouse - Brazil	Outback Steakhouse - Brazil	16.7	%	62.5	%	32.1	%	25.2	%	Outback Steakhouse - Brazil	(4.0)	%	57.8	%	(0.9)	%	42.0	%

Average check per person (3):	Average check per person (3):									Average check per person (3):
U.S.	U.S.									U.S.
Outback Steakhouse	Outback Steakhouse	9.1	%	3.5	%	8.9	%	5.7	%	Outback Steakhouse	6.0	%	7.6	%	6.3	%	8.9	%
Carrabba’s Italian Grill	Carrabba’s Italian Grill	9.1	%	1.7	%	8.0	%	8.1	%	Carrabba’s Italian Grill	4.3	%	6.5	%	4.6	%	7.5	%
Bonefish Grill	Bonefish Grill	7.4	%	11.0	%	9.2	%	17.8	%	Bonefish Grill	4.9	%	7.5	%	5.4	%	10.2	%
Fleming’s Prime Steakhouse & Wine Bar	Fleming’s Prime Steakhouse & Wine Bar	6.1	%	11.2	%	9.9	%	18.8	%	Fleming’s Prime Steakhouse & Wine Bar	(0.2)	%	8.9	%	1.5	%	12.0	%
Combined U.S.	Combined U.S.	8.6	%	6.2	%	9.5	%	9.5	%	Combined U.S.	5.0	%	7.9	%	5.5	%	9.9	%
International	International									International
Outback Steakhouse - Brazil	Outback Steakhouse - Brazil	13.1	%	45.5	%	16.5	%	5.5	%	Outback Steakhouse - Brazil	8.5	%	37.3	%	10.0	%	19.2	%

____________________

(1)Relocated restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.

(2)Includes trading day impact from calendar period reporting. Excludes the effect of fluctuations in foreign currency ~~rates. Includes trading day impact from calendar period reporting.~~rates and the benefit of the Brazil value added tax exemptions discussed in Note 12 - Income Taxes of the Notes to Consolidated Financial Statements.

(3)Includes the impact of menu pricing changes, product mix and discounts.

Franchise and other revenues

The thirteen weeks ended December 25, 2022 will include the impact of Hurricane Ian which is estimated to be 0.3% to U.S. comparable sales and approximately $0.03 to diluted earnings per share, inclusive of storm-related costs.


	THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in millions)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
Franchise revenues	$	12.6	$	12.6	$	26.1	$	26.0
Other revenues	2.8		3.6		5.8		7.2
Franchise and other revenues	$	15.4	$	16.2	$	31.9	$	33.2

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~Franchise and other revenues~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Franchise revenues $ 11.8 $ 12.9 $ 37.8 $ 31.9
Other revenues (1) 3.6 0.8 10.8 12.0
Franchise and other revenues $ 15.4 $ 13.7 $ 48.6 $ 43.9

~~____________________~~

~~(1)~~The thirteen and thirty-nine weeks ended September 26, 2021 include an adjustment of $(3.2) million to reduce our initial recorded estimate and net $3.1 million benefit, respectively, from the recognition of recoverable PIS and COFINS taxes within other revenues recognized in connection with favorable court rulings in Brazil regarding the calculation methodology and taxable base for prior years.

COSTS AND EXPENSES

Food and beverage costs


		THIRTEEN WEEKS ENDED								THIRTY-NINE WEEKS ENDED									THIRTEEN WEEKS ENDED								TWENTY-SIX WEEKS ENDED
(dollars in millions)	(dollars in millions)	SEPTEMBER 25, 2022			SEPTEMBER 26, 2021			CHANGE		SEPTEMBER 25, 2022			SEPTEMBER 26, 2021			CHANGE		(dollars in millions)	JUNE 25, 2023			JUNE 26, 2022			CHANGE		JUNE 25, 2023			JUNE 26, 2022			CHANGE
Food and beverage costs		$	332.9		$	304.3				$	1,056.8		$	908.3
Food and beverage																		Food and beverage	$	351.2		$	364.5				$	735.4		$	723.8
% of Restaurant sales	% of Restaurant sales	32.0		%	30.5		%	1.5	%	32.3		%	30.0		%	2.3	%	% of Restaurant sales	30.9		%	32.9		%	(2.0)	%	31.1		%	32.4		%	(1.3)	%

Food and beverage costs ~~increased~~decreased as a percentage of Restaurant sales during the thirteen weeks ended ~~September~~June 25, ~~2022~~2023 as compared to the thirteen weeks ended ~~September~~June 26, ~~2021~~2022 primarily due to ~~3.5% from commodity inflation and 0.5% from product mix. These increases were partially offset by decreases as a percentage of Restaurant sales of 2.2%~~2.4% from increases in average check per person ~~primarily~~ driven by an increase in menu pricing and 0.3% from the impact of certain cost saving initiatives.

~~Food and beverage costs increased as a percentage of Restaurant sales during the thirty-nine weeks ended September 25, 2022~~as compared to the thirty-nine weeks ended September 26, 2021 primarily due to 4.0% from commodity inflation, partially offset by a decrease as a percentage of Restaurant sales of 1.8% from increases in average check per person, primarily driven by an increase in menu pricing.

~~In aggregate, menu pricing increases during 2022 have trailed the current level of commodity inflation.~~

~~Labor and other related expenses~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE
Labor and other related $ 303.2 $ 290.2 $ 924.5 $ 859.9
% of Restaurant sales 29.1 % 29.1 % — % 28.2 % 28.4 % (0.2) %

Labor and other related expenses were flat as a percentage of Restaurant sales during the thirteen weeks ended September 25, 2022 as compared to the thirteen weeks ended September 26, 2021 primarily due to decreases of 1.7% from leveraging increased restaurant sales due to increases in average check per person and lapping the impact of COVID-19, primarily in Brazil. These decreases were partially offset by an increase as a percentage of Restaurant sales of ~~1.8%~~0.9% from ~~higher labor costs primarily due to wage rate~~commodity inflation.

~~Labor~~Food and ~~other related expenses~~beverage costs decreased as a percentage of Restaurant sales during the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 as compared to the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 26, ~~2021~~2022 primarily due to ~~2.0%~~2.3% from increases in average check per person driven by an increase in menu pricing and 0.3% from the impact of certain cost saving initiatives. These decreases were partially offset by an increase as a percentage of Restaurant sales of 1.5% from commodity inflation.

Labor and other related expenses


	THIRTEEN WEEKS ENDED								TWENTY-SIX WEEKS ENDED
(dollars in millions)	JUNE 25, 2023			JUNE 26, 2022			CHANGE		JUNE 25, 2023			JUNE 26, 2022			CHANGE
Labor and other related	$	325.9		$	308.8				$	667.5		$	621.3
% of Restaurant sales	28.7		%	27.8		%	0.9	%	28.2		%	27.8		%	0.4	%

Labor and other related expenses increased as a percentage of Restaurant sales during the thirteen weeks ended June 25, 2023 as compared to the thirteen weeks ended June 26, 2022 primarily due to an increase of 1.9% from higher hourly and field management labor costs, primarily due to wage rate inflation. This increase was partially offset by decreases as a percentage of Restaurant sales of 1.0% from leveraging increased comparable restaurant sales and 0.2% from the impact of certain cost saving initiatives.

Labor and other related expenses increased as a percentage of Restaurant sales during the twenty-six weeks ended June 25, 2023 as compared to the twenty-six weeks ended June 26, 2022 primarily due to an increase of 1.7% from higher hourly and field management labor costs, primarily due to wage rate inflation. This increase was partially offset by decreases as a percentage of Restaurant sales of 1.2% from leveraging increased comparable restaurant sales and 0.2% from the impact of certain cost saving initiatives.

Other restaurant operating expenses


	THIRTEEN WEEKS ENDED								TWENTY-SIX WEEKS ENDED
(dollars in millions)	JUNE 25, 2023			JUNE 26, 2022			CHANGE		JUNE 25, 2023			JUNE 26, 2022			CHANGE
Other restaurant operating	$	273.3		$	263.5				$	556.3		$	522.6
% of Restaurant sales	24.0		%	23.8		%	0.2	%	23.5		%	23.4		%	0.1	%

Other restaurant operating expenses increased as a percentage of Restaurant sales during the thirteen weeks ended June 25, 2023 as compared to the thirteen weeks ended June 26, 2022 primarily due to 1.1% from higher operating expenses including utilities, primarily due to inflation, and 0.3% from higher advertising expense. These increases were offset by decreases as a percentage of Restaurant sales of 0.7% from leveraging increased comparable restaurant sales and 0.2% from the impact of certain cost saving initiatives.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

leveraging increased restaurant sales due to increases in average check per person and lapping the impact of COVID-19, primarily in Brazil. These decreases were offset by an increase as a percentage of Restaurant sales of 2.0% from higher labor cost primarily due to wage rate inflation.

~~Other restaurant operating expenses~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE
Other restaurant operating $ 267.9 $ 299.8 $ 790.6 $ 762.5
% of Restaurant sales 25.8 % 30.1 % (4.3) % 24.2 % 25.2 % (1.0) %

~~During the thirteen weeks ended September 26, 2021, we entered into the Royalty Termination Agreement with the Carrabba’s Founders for $61.9 million in cash. See Note 15 -~~ ~~Commitments and Contingencies~~ ~~of the Notes to Consolidated Financial Statements for additional details.~~

Other restaurant operating expenses ~~decreased~~increased as a percentage of Restaurant sales during the ~~thirteen~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 as compared to the ~~thirteen~~twenty-six weeks ended ~~September~~June 26, ~~2021~~2022 primarily due to 6.2% from lapping the Carrabba’s Italian Grill royalty termination and 0.9% from leveraging increased restaurant sales due to lapping the impact of COVID-19, primarily in Brazil, and increases in average check per person. These decreases were partially offset by increases as a percentage of Restaurant sales of 1.5%1.3% from higher operating expenses including utilities, primarily due to inflation, and ~~1.1%~~0.3% from higher advertising expense.

Other restaurant operating expenses decreased as a percentage of Restaurant sales during the thirty-nine weeks ended September 25, 2022 as compared to the thirty-nine weeks ended September 26, 2021 primarily due to 2.0% from lapping the Carrabba’s Italian Grill royalty termination, and 1.5% from leveraging increased restaurant sales due to These increases ~~in average check per person and lapping the impact of COVID-19, primarily in Brazil. These decreases~~ were ~~partially~~ offset by ~~increases~~decreases as a percentage of Restaurant sales of ~~1.5%~~1.1% from ~~higher operating expenses including utilities,~~leveraging increased comparable restaurant sales and 0.2% from the impact of certain cost saving initiatives.

Depreciation and amortization


	THIRTEEN WEEKS ENDED						TWENTY-SIX WEEKS ENDED
(dollars in millions)	JUNE 25, 2023		JUNE 26, 2022		CHANGE		JUNE 25, 2023		JUNE 26, 2022		CHANGE
Depreciation and amortization	$	47.6	$	41.3	$	6.3	$	93.9	$	83.0	$	10.9

Depreciation and amortization increased during the thirteen and twenty-six weeks ended June 25, 2023 as compared to the thirteen and twenty-six weeks ended June 26, 2022 primarily due to ~~inflation,~~additional depreciation expense related to technology projects and ~~0.8% from higher advertising expense.~~restaurant development.

General and administrative

General and administrative expense includes salaries and benefits, management incentive programs, related payroll tax and benefits, other employee-related costs and professional services. Following is a summary of the change in General and administrative expense for the periods indicated:


(dollars in millions)	(dollars in millions)	THIRTEEN WEEKS ENDED		THIRTY-NINE WEEKS ENDED		(dollars in millions)	THIRTEEN WEEKS ENDED		TWENTY-SIX WEEKS ENDED
For the periods ended September 26, 2021		$	58.9	$	182.6
For the periods ended June 26, 2022						For the periods ended June 26, 2022	$	59.2	$	117.9
Change from:	Change from:					Change from:

Employee stock-based compensation		(3.6)		(8.3)
Incentive compensation	Incentive compensation	(2.8)		(10.4)		Incentive compensation	2.2		3.7
Compensation, benefits and payroll tax						Compensation, benefits and payroll tax	0.8		3.4
Travel and entertainment						Travel and entertainment	0.5		1.7
Legal and professional fees						Legal and professional fees	0.3		3.3

Compensation, benefits and payroll tax		2.3		6.0
Travel and entertainment		1.1		4.1

Other		0.2		—
For the periods ended September 25, 2022		$	56.1	$	174.0

Other						Other	0.4		(0.8)
For the periods ended June 25, 2023						For the periods ended June 25, 2023	$	63.4	$	129.2

Income from operations


	THIRTEEN WEEKS ENDED									TWENTY-SIX WEEKS ENDED
(dollars in millions)	JUNE 25, 2023			JUNE 26, 2022			CHANGE			JUNE 25, 2023			JUNE 26, 2022			CHANGE
Income from operations	$	89.4		$	87.7		$	1.7		$	210.1		$	195.0		$	15.1
% of Total revenues	7.8		%	7.8		%	—		%	8.8		%	8.6		%	0.2		%

The increase in Income from operations generated during the thirteen weeks ended June 25, 2023 as compared to the thirteen weeks ended June 26, 2022 was primarily due to: (i) leveraging increased comparable restaurant sales, (ii) the impact of certain cost saving initiatives and (iii) value added tax exemptions in Brazil. These increases were partially offset by: (i) higher labor costs, primarily due to wage rate inflation, (ii) higher operating expenses including utilities, primarily due to inflation, (iii) commodity inflation and (iv) higher depreciation and advertising expense.

The increase in Income from operations generated during the twenty-six weeks ended June 25, 2023 as compared to the twenty-six weeks ended June 26, 2022 was primarily due to: (i) leveraging increased comparable restaurant sales, (ii) the impact of certain cost saving initiatives and (iii) value added tax exemptions in Brazil. These increases were partially offset by: (i) higher labor costs, primarily due to wage rate inflation, (ii) commodity inflation, (iii)

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

higher operating expenses including utilities, primarily due to inflation, and (iv) higher depreciation and advertising expense.

Operating income margin during the thirteen and twenty-six weeks ended June 25, 2023 includes net increases of approximately 0.4% and 0.3%, respectively, attributable to exemptions from Brazil federal value added taxes (PIS and COFINS) provided by Brazil tax legislation. See Note 12 - Income Taxes of the Notes to Consolidated Financial Statements for further discussion regarding Brazil tax legislation.

Loss on extinguishment and modification of debt and Loss on fair value adjustment of derivatives, net

In connection with the partial repurchase of our 2025 Notes, we recognized a loss on extinguishment of debt of $104.7 million and a loss on fair value adjustment of derivatives, net, of $17.7 million during the thirteen weeks ended June 26, 2022.

Provision for income taxes


	THIRTEEN WEEKS ENDED									TWENTY-SIX WEEKS ENDED
(dollars in millions)	JUNE 25, 2023			JUNE 26, 2022			CHANGE			JUNE 25, 2023			JUNE 26, 2022			CHANGE
Income (loss) before provision for income taxes	$	76.5		$	(50.1)		$	126.6		$	184.7		$	43.5		$	141.2
Provision for income taxes	$	6.5		$	11.5		$	(5.0)		$	21.2		$	27.5		$	(6.3)
Effective income tax rate	8.5		%	(23.0)		%	31.5		%	11.5		%	63.2		%	(51.7)		%

The effective income tax rate for the thirteen weeks ended June 25, 2023 changed by 31.5 percentage points as compared to the thirteen weeks ended June 26, 2022. This change is primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase which, relative to the Loss before provision for income taxes during the thirteen weeks ended June 26, 2022, resulted in a negative effective income tax rate. This change was partially offset by a reduction in the effective income tax rate during the thirteen weeks ended June 25, 2023 from benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34% to 0% and the revaluation of Brazilian deferred tax assets and liabilities as a result of the May 2023 Brazil tax legislation.

The effective income tax rate for the twenty-six weeks ended June 25, 2023 decreased by 51.7 percentage points as compared to the twenty-six weeks ended June 26, 2022. The decrease was primarily due to the benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34% to 0% for the twenty-six weeks ended June 25, 2023, and the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the twenty-six weeks ended June 26, 2022.

See Note 12 - Income Taxes of the Notes to Consolidated Financial Statements for further discussion regarding Brazil tax legislation.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~Provision for impaired assets and restaurant closings~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE
Provision for impaired assets and restaurant closings $ 2.1 $ 1.6 $ 0.5 $ 4.1 $ 9.0 $ (4.9)

~~Impairment and closure charges during the periods presented resulted primarily from locations identified for closure.~~

~~Income from operations~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE
Income from operations $ 51.3 $ 14.8 $ 36.5 $ 246.3 $ 230.5 $ 15.8
% of Total revenues 4.9 % 1.5 % 3.4 % 7.4 % 7.5 % (0.1) %

The increase in Income from operations generated during the thirteen weeks ended September 25, 2022 as compared to the thirteen weeks ended September 26, 2021 was primarily due to: (i) lapping the Carrabba’s Italian Grill royalty termination, (ii) increases in average check per person, (iii) lapping the impact of COVID-19, primarily in Brazil, and (iv) lower share-based and incentive compensation. These increases were partially offset by: (i) commodity inflation, (ii) higher labor cost primarily due to wage rate inflation, (iii) higher operating expenses including utilities, primarily due to inflation, and (iv) an increase in advertising costs.

The increase in Income from operations generated during the thirty-nine weeks ended September 25, 2022 as compared to the thirty-nine weeks ended September 26, 2021 was primarily due to: (i) increases in average check per person, (ii) lapping the Carrabba’s Italian Grill royalty termination, (iii) lapping the impact of COVID-19, primarily in Brazil, and (iv) lower share-based and incentive compensation. These increases were partially offset by: (i) commodity inflation, (ii) higher labor cost primarily due to wage rate inflation, (iii) higher operating expenses including utilities, primarily due to inflation, and (iv) an increase in advertising costs.

~~Loss on extinguishment and modification of debt and Loss on fair value adjustment of derivatives, net~~

In connection with the 2025 Notes Partial Repurchase, we recognized a loss on extinguishment of debt of $104.7 million and a loss on fair value adjustment of derivatives, net, of $17.7 million during the thirty-nine weeks ended September 25, 2022.

~~See Note 8 -~~ ~~Convertible Senior Notes~~ ~~of the Notes to Consolidated Financial Statements for additional details.~~

~~Interest expense, net~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE
Interest expense, net $ 12.7 $ 14.2 $ (1.5) $ 38.9 $ 43.9 $ (5.0)

The decrease in Interest expense, net for the thirteen weeks ended September 25, 2022 as compared to the thirteen weeks ended September 26, 2021 was primarily due to: (i) the 2025 Notes Partial Repurchase in May 2022, (ii) repayment of the Term loan A in April 2022 and (iii) the impact of our April 2021 interest rate swap terminations. These decreases were partially offset by increases in interest expense from higher balances and interest rates on revolver debt.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

The decrease in Interest expense, net for the thirty-nine weeks ended September 25, 2022 as compared to the thirty-nine weeks ended September 26, 2021 was primarily due to the repayment of Term loan A in April 2022 and the 2025 Notes Partial Repurchase in May 2022. These decreases were partially offset by increases from the issuance of the 2029 Notes in April 2021.

~~Provision (benefit) for income taxes~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in millions) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 CHANGE
Income before provision (benefit) for income taxes $ 38.6 $ 0.6 $ 38.0 $ 82.1 $ 184.6 $ (102.5)
Provision (benefit) for income taxes $ 5.6 $ (4.5) $ 10.1 $ 33.0 $ 24.8 $ 8.2
Effective income tax rate 14.4 % (NM) NM 40.2 % 13.5 % 26.7 %

~~________________~~

~~NM Not meaningful.~~

The provision for income taxes for the thirteen weeks ended September 25, 2022 increased primarily due to higher pre-tax book income across our U.S. and international subsidiaries. The benefit for income taxes for the thirteen weeks ended September 26, 2021 includes the impact of changes to the estimate of the forecasted full-year effective tax rate relative to prior quarters in 2021.

The effective income tax rate for the thirty-nine weeks ended September 25, 2022 increased by 26.7 percentage points as compared to the thirty-nine weeks ended September 26, 2021. The increase was primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the thirty-nine weeks ended September 25, 2022.

SEGMENT PERFORMANCE

The following is a summary of reporting segments:

REPORTABLE SEGMENT (1)

CONCEPT

GEOGRAPHIC LOCATION

U.S.

Outback Steakhouse

United States of America

Carrabba’s Italian Grill

Bonefish Grill

Fleming’s Prime Steakhouse & Wine Bar

International

Outback Steakhouse

Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio)

Brazil

_________________

(1)Includes franchise locations.

Revenues for both segments include only transactions with customers and exclude intersegment revenues. Excluded from Income from operations for U.S. and international are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, certain insurance expenses and certain bonus expenses.

Refer to Note 1614 - Segment Reporting of the Notes to Consolidated Financial Statements for reconciliations of segment income from operations to the consolidated operating results.

Restaurant-level operating margin is widely regarded in the industry as a useful non-GAAP measure to evaluate restaurant-level operating efficiency and performance of ongoing restaurant-level operations, and we use it for these

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

purposes, overall and particularly within our two segments. See the Overview-Key Financial Performance Indicators and Non-GAAP Financial Measures sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional details regarding the calculation of restaurant-level operating margin.

U.S. Segment


		THIRTEEN WEEKS ENDED						THIRTY-NINE WEEKS ENDED							THIRTEEN WEEKS ENDED						TWENTY-SIX WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022			SEPTEMBER 26, 2021			SEPTEMBER 25, 2022			SEPTEMBER 26, 2021			(dollars in thousands)	JUNE 25, 2023			JUNE 26, 2022			JUNE 25, 2023			JUNE 26, 2022
Revenues	Revenues													Revenues
Restaurant sales	Restaurant sales	$	910,679		$	898,790		$	2,920,241		$	2,789,142		Restaurant sales	$	993,438		$	985,927		$	2,074,007		$	2,009,562
Franchise and other revenues	Franchise and other revenues	11,842			13,943			37,314			31,567			Franchise and other revenues	11,791			12,700			24,218			25,472
Total revenues	Total revenues	$	922,521		$	912,733		$	2,957,555		$	2,820,709		Total revenues	$	1,005,229		$	998,627		$	2,098,225		$	2,035,034

Restaurant-level operating margin		12.7		%	10.0		%	15.2		%	17.1		%
Income from operations	Income from operations	$	68,501		$	47,294		$	305,347		$	334,326		Income from operations	$	103,008		$	104,620		$	236,251		$	236,846
Operating income margin	Operating income margin	7.4		%	5.2		%	10.3		%	11.9		%	Operating income margin	10.2		%	10.5		%	11.3		%	11.6		%
Restaurant-level operating income														Restaurant-level operating income	$	154,856		$	149,304		$	342,664		$	327,019
Restaurant-level operating margin														Restaurant-level operating margin	15.6		%	15.1		%	16.5		%	16.3		%

~~Restaurant sales~~

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Restaurant sales - Following is a summary of the change in U.S. segment Restaurant sales for the periods indicated:

(dollars in millions) THIRTEEN WEEKS ENDED (1) THIRTY-NINE WEEKS ENDED (1)
For the periods ended September 26, 2021 $ 898.8 $ 2,789.1
Change from:
Comparable restaurant sales 12.8 135.1
Restaurant openings 7.3 20.7
Restaurant closures (8.2) (24.7)
For the periods ended September 25, 2022 $ 910.7 $ 2,920.2

~~____________________~~


(dollars in millions)	THIRTEEN WEEKS ENDED		TWENTY-SIX WEEKS ENDED (1)
For the periods ended June 26, 2022	$	985.9	$	2,009.6
Change from:
Restaurant openings	8.1		19.4
Comparable restaurant sales	6.0		57.0
Restaurant closures	(6.6)		(12.0)

For the periods ended June 25, 2023	$	993.4	$	2,074.0

________________

(1)Summation of quarterly changes will not total to annual amounts as the restaurants that meet the definition of each change category will differ each period based on when the restaurant opened or closed.

The increase in U.S. Restaurant sales during the thirteen weeks ended ~~September~~June 25, ~~2022~~2023 was primarily due to ~~higher comparable restaurant sales and~~ the opening of 1315 new restaurants not included in our comparable restaurant sales ~~base.~~base and higher comparable restaurant sales, primarily driven by increases in menu pricing. The increase was partially offset by the closure of 2117 restaurants since ~~June~~March 27, ~~2021.~~2022.

The increase in U.S. Restaurant sales during the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 was primarily due to higher comparable restaurant sales, primarily driven by increases in menu pricing, and the opening of 1617 new restaurants not included in our comparable restaurant sales base. The increase in ~~U.S.~~ Restaurant sales was partially offset by the closure of 2423 restaurants since December ~~27, 2020.~~26, 2021.

Income from operations

~~The increase in~~ U.S. Income from operations generated during the thirteen weeks ended ~~September~~June 25, ~~2022~~2023 as compared to the thirteen weeks ended ~~September~~June 26, ~~2021 was~~2022 decreased slightly primarily due to: (i) higher labor costs, primarily due to ~~lapping the Carrabba’s Italian Grill royalty termination~~wage rate inflation, (ii) higher operating expenses including utilities, primarily due to inflation, (iii) commodity inflation and ~~increases in average check per person.~~(iv) higher depreciation and advertising expense. These ~~increases~~decreases were partially offset by: (i) ~~commodity inflation,~~an increase in comparable restaurant sales and (ii) the impact of certain cost saving initiatives.

U.S. Income from operations generated during the twenty-six weeks ended June 25, 2023 as compared to the twenty-six weeks ended June 26, 2022 was flat primarily due to: (i) higher labor ~~cost~~costs, primarily due to wage rate inflation, (ii) commodity inflation, (iii) higher operating expenses including utilities, primarily due to inflation, and (iv) higher depreciation and advertising expense. These decreases were partially offset by: (i) an increase in comparable restaurant sales and (ii) the impact of certain cost saving initiatives.

International Segment


	THIRTEEN WEEKS ENDED						TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023			JUNE 26, 2022			JUNE 25, 2023			JUNE 26, 2022
Revenues
Restaurant sales	$	143,892		$	122,991		$	291,557		$	222,931
Franchise and other revenues	3,573			3,544			7,658			7,732
Total revenues	$	147,465		$	126,535		$	299,215		$	230,663








Income from operations	$	20,486		$	14,126		$	44,994		$	23,010
Operating income margin	13.9		%	11.2		%	15.0		%	10.0		%
Restaurant-level operating income	$	29,673		$	21,933		$	63,688		$	38,868
Restaurant-level operating margin	20.6		%	17.8		%	21.8		%	17.4		%

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

The decrease in U.S. Income from operations generated during the thirty-nine weeks ended September 25, 2022 as compared to the thirty-nine weeks ended September 26, 2021 was primarily due to: (i) commodity inflation, (ii) higher labor cost primarily due to wage rate inflation, (iii) higher operating expenses including utilities and (iv) higher advertising expense. These decreases were partially offset by increases in average check per person and lapping the Carrabba’s Italian Grill royalty termination.

~~International Segment~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Revenues
Restaurant sales $ 129,696 $ 97,928 $ 352,627 $ 242,254
Franchise and other revenues 3,546 (198) 11,278 12,339
Total revenues $ 133,242 $ 97,730 $ 363,905 $ 254,593
Restaurant-level operating margin 18.5 % 12.8 % 17.8 % 10.7 %
Income from operations $ 15,849 $ 1,412 $ 38,859 $ 7,419
Operating income margin 11.9 % 1.4 % 10.7 % 2.9 %

Restaurant sales

Following is a summary of the change in international segment Restaurant sales for the periods indicated:

(dollars in millions) THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
For the periods ended September 26, 2021 $ 97.9 $ 242.3
Change from:
Comparable restaurant sales (1) 22.1 77.5
Restaurant openings (1) 10.7 25.3
Effect of foreign currency translation (1.0) 7.6
For the periods ended September 25, 2022 $ 129.7 $ 352.7
~~____________________~~


(dollars in millions)	THIRTEEN WEEKS ENDED		TWENTY-SIX WEEKS ENDED
For the periods ended June 26, 2022	$	123.0	$	222.9
Change from:
Restaurant openings (1)	9.9		18.2
Brazil value added tax exemptions (2)	9.6		19.2
Comparable restaurant sales (1)	5.9		30.2
Effect of foreign currency translation	(4.5)		1.1
For the periods ended June 25, 2023	$	143.9	$	291.6

________________

(1)Summation of quarterly changes for restaurant openings and comparable restaurant sales will not total to annual amounts as the restaurants that meet the definition of each will differ each period based on when the restaurant opened.

(2)See Note 12 - Income Taxes of the Notes to Consolidated Financial Statements for details regarding value added tax exemptions in connection with Brazil tax legislation.

The increase in international Restaurant sales during the thirteen weeks ended ~~September~~June 25, ~~2022 was primarily due to higher comparable restaurant sales in Brazil and the opening of 29 new restaurants not included in our comparable restaurant sales base.~~

~~The increase in international Restaurant sales during the thirty-nine weeks ended September 25, 2022~~2023 was primarily due to: (i) ~~higher comparable restaurant sales in Brazil, (ii)~~ the opening of 3835 new restaurants not included in our comparable restaurant sales base, (ii) value added tax exemptions in Brazil and (iii) higher comparable restaurant sales in Brazil and Hong Kong. The increase was partially offset by the effect of foreign currency translation of the Brazilian Real relative to the U.S. dollar.

The increase in international Restaurant sales during the twenty-six weeks ended June 25, 2023 was primarily due to: (i) higher comparable restaurant sales in Brazil and Hong Kong, primarily driven by the lapping of Q1 2022 COVID-19 related capacity restrictions, (ii) value added tax exemptions in Brazil and (iii) the opening of 38 new restaurants not included in our comparable restaurant sales base.

Income from operations

The increase in international Income from operations generated during the thirteen weeks ended ~~September~~June 25, ~~2022~~2023 as compared to the thirteen weeks ended ~~September~~June 26, ~~2021~~2022 was primarily due to: (i) ~~the recovery of in-restaurant dining~~an increase in ~~Brazil~~restaurant sales, primarily driven by increases in menu pricing, and (ii) ~~increases~~value added tax exemptions in ~~average check per person.~~Brazil. These increases were partially offset by decreases primarily due to: (i) ~~product mix,~~higher operating costs, (ii) higher labor costs, primarily due to wage rate inflation, (iii) commodity inflation and ~~(iii) commodity inflation.~~(iv) higher advertising expense.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

The increase in international Income from operations generated during the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 as compared to the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 26, ~~2021~~2022 was primarily due to: (i) an increase in restaurant sales, primarily driven by the recovery of in-restaurant dining and increases in ~~Brazil~~menu pricing, and (ii) ~~increases~~value added tax exemptions in ~~average check per person.~~Brazil. These increases were partially offset by decreases primarily due to: (i) higher operating costs, (ii) higher labor costs, primarily due to wage rate inflation, (iii) commodity inflation and ~~labor inflation.~~(iv) higher advertising expense.

~~Non-GAAP Financial Measures~~

~~Consolidated restaurant-level operating income and adjusted restaurant-level operating income and corresponding margins non-GAAP reconciliations~~ - The following table reconciles consolidated Income from operations and the corresponding margins to restaurant-level operating income and adjusted restaurant-level operating income and the corresponding margins for the periods indicated:

Consolidated THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Income from operations $ 51,309 $ 14,837 $ 246,284 $ 230,472
Operating income margin 4.9 % 1.5 % 7.4 % 7.5 %
Less:
Franchise and other revenues 15,388 13,745 48,592 43,906
Plus:
Depreciation and amortization 42,171 40,827 125,203 122,592
General and administrative 56,089 58,880 174,009 182,590
Provision for impaired assets and restaurant closings 2,067 1,585 4,099 8,962
Restaurant-level operating income $ 136,248 $ 102,384 $ 501,003 $ 500,710
Restaurant-level operating margin 13.1 % 10.3 % 15.3 % 16.5 %
Adjustments:
Royalty termination expense (1) — 61,880 — 61,880
Legal and other matters (2) — 2,761 — 2,761
Total restaurant-level operating income adjustments — 64,641 — 64,641
Adjusted restaurant-level operating income $ 136,248 $ 167,025 $ 501,003 $ 565,351
Adjusted restaurant-level operating margin 13.1 % 16.8 % 15.3 % 18.6 %

~~_________________~~

~~(1)Payment to the Carrabba’s Founders in connection with the Royalty Termination Agreement. See Note 15 -~~ ~~Commitments and Contingencies~~ ~~of the Notes to Consolidated Financial Statements for additional details regarding the Royalty Termination Agreement.~~

~~(2)~~The thirteen and thirty-nine weeks ended September 26, 2021 include an accrual for Imposto sobre Serviços (“ISS”), a Brazilian municipal service tax, in connection with royalties from our Brazilian subsidiary over the past five years, including related penalties and interest, recorded within Other restaurant operating expense as a result of an unfavorable Brazilian Supreme Court ruling.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Non-GAAP Financial Measures

Consolidated restaurant-level operating income and corresponding margin non-GAAP reconciliations - The following table reconciles consolidated Income from operations and the corresponding margin to restaurant-level operating income and the corresponding margin for the periods indicated:


Consolidated	THIRTEEN WEEKS ENDED						TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023			JUNE 26, 2022			JUNE 25, 2023			JUNE 26, 2022
Income from operations	$	89,446		$	87,719		$	210,079		$	194,975
Operating income margin	7.8		%	7.8		%	8.8		%	8.6		%
Less:
Franchise and other revenues	15,364			16,244			31,876			33,204
Plus:
Depreciation and amortization	47,565			41,257			93,867			83,032
General and administrative	63,358			59,246			129,162			117,920
Provision for impaired assets and restaurant closings	1,827			193			5,151			2,032
Restaurant-level operating income	$	186,832		$	172,171		$	406,383		$	364,755
Restaurant-level operating margin	16.4		%	15.5		%	17.2		%	16.3		%

Segment ~~adjusted~~ restaurant-level and operating margin non-GAAP reconciliations - The following tables reconcile segment Income from operations and the corresponding ~~margins~~margin to segment restaurant-level operating income and ~~adjusted restaurant-level operating income and~~ the corresponding ~~margins~~margin for the periods indicated:

U.S. THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Income from operations $ 68,501 $ 47,294 $ 305,347 $ 334,326
Operating income margin 7.4 % 5.2 % 10.3 % 11.9 %
Less:
Franchise and other revenues 11,842 13,943 37,314 31,567
Plus:
Depreciation and amortization 34,432 33,421 102,735 100,645
General and administrative 22,339 21,998 69,432 66,043
Provision for impaired assets and restaurant closings 2,068 1,539 2,317 8,678
Restaurant-level operating income $ 115,498 $ 90,309 $ 442,517 $ 478,125
Restaurant-level operating margin 12.7 % 10.0 % 15.2 % 17.1 %
Adjustments:
Royalty termination expense (1) — 61,880 — 61,880
Total restaurant-level operating income adjustments — 61,880 — 61,880
Adjusted restaurant-level operating income $ 115,498 $ 152,189 $ 442,517 $ 540,005
Adjusted restaurant-level operating margin 12.7 % 16.9 % 15.2 % 19.4 %

~~________________~~

~~(1)Payment to the Carrabba’s Founders in connection with the Royalty Termination Agreement.~~


U.S.	THIRTEEN WEEKS ENDED						TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023			JUNE 26, 2022			JUNE 25, 2023			JUNE 26, 2022
Income from operations	$	103,008		$	104,620		$	236,251		$	236,846
Operating income margin	10.2		%	10.5		%	11.3		%	11.6		%
Less:
Franchise and other revenues	11,791			12,700			24,218			25,472
Plus:
Depreciation and amortization	39,376			33,545			77,539			68,303
General and administrative	22,436			23,648			47,941			47,093
Provision for impaired assets and restaurant closings	1,827			191			5,151			249
Restaurant-level operating income	$	154,856		$	149,304		$	342,664		$	327,019
Restaurant-level operating margin	15.6		%	15.1		%	16.5		%	16.3		%

International THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Income from operations $ 15,849 $ 1,412 $ 38,859 $ 7,419
Operating income margin 11.9 % 1.4 % 10.7 % 2.9 %
Less:
Franchise and other revenues 3,546 (198) 11,278 12,339
Plus:
Depreciation and amortization 5,882 5,843 17,438 17,128
General and administrative 5,828 5,060 16,087 13,781
Provision for impaired assets and restaurant closings — 28 1,775 27
Restaurant-level operating income $ 24,013 $ 12,541 $ 62,881 $ 26,016
Restaurant-level operating margin 18.5 % 12.8 % 17.8 % 10.7 %
Adjustments:
Legal and other matters (1) — 2,761 — 2,761
Total restaurant-level operating income adjustments — 2,761 — 2,761
Adjusted restaurant-level operating income $ 24,013 $ 15,302 $ 62,881 $ 28,777
Adjusted restaurant-level operating margin 18.5 % 15.6 % 17.8 % 11.9 %

~~________________~~


International	THIRTEEN WEEKS ENDED						TWENTY-SIX WEEKS ENDED
(dollars in thousands)	JUNE 25, 2023			JUNE 26, 2022			JUNE 25, 2023			JUNE 26, 2022
Income from operations	$	20,486		$	14,126		$	44,994		$	23,010
Operating income margin	13.9		%	11.2		%	15.0		%	10.0		%
Less:
Franchise and other revenues	3,573			3,544			7,658			7,732
Plus:
Depreciation and amortization	6,125			6,020			12,044			11,556
General and administrative	6,635			5,331			14,308			10,259
Provision for impaired assets and restaurant closings	—			—			—			1,775
Restaurant-level operating income	$	29,673		$	21,933		$	63,688		$	38,868
Restaurant-level operating margin	20.6		%	17.8		%	21.8		%	17.4		%

~~(1)~~The thirteen and thirty-nine weeks ended September 26, 2021 include an accrual for ISS, a Brazilian municipal service tax, in connection with royalties from our Brazilian subsidiary over the past five years, including related penalties and interest, recorded within Other restaurant operating expense as a result of an unfavorable Brazilian Supreme Court ruling.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~Adjusted restaurant-level~~Restaurant-level operating margin non-GAAP reconciliations (continued) - The following tables present the percentages of certain operating cost financial statement line items in relation to Restaurant sales for the periods indicated:

THIRTEEN WEEKS ENDED
SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
REPORTED ADJUSTED REPORTED ADJUSTED (1)
Restaurant sales 100.0 % 100.0 % 100.0 % 100.0 %
Food and beverage costs 32.0 % 32.0 % 30.5 % 30.5 %
Labor and other related 29.1 % 29.1 % 29.1 % 29.1 %
Other restaurant operating 25.8 % 25.8 % 30.1 % 23.6 %
Restaurant-level operating margin 13.1 % 13.1 % 10.3 % 16.8 %
THIRTY-NINE WEEKS ENDED
SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
REPORTED ADJUSTED REPORTED ADJUSTED (1)
Restaurant sales 100.0 % 100.0 % 100.0 % 100.0 %
Food and beverage costs 32.3 % 32.3 % 30.0 % 30.0 %
Labor and other related 28.2 % 28.2 % 28.4 % 28.4 %
Other restaurant operating 24.2 % 24.2 % 25.2 % 23.0 %
Restaurant-level operating margin 15.3 % 15.3 % 16.5 % 18.6 %

~~_________________~~

~~(1)See the~~ ~~Consolidated restaurant-level operating income and adjusted restaurant-level operating income and corresponding margins non-GAAP reconciliations~~ table above for details regarding the restaurant-level operating margin adjustments. All restaurant-level operating margin adjustments for the periods presented were recorded within Other restaurant operating expense.


	THIRTEEN WEEKS ENDED
	JUNE 25, 2023		JUNE 26, 2022

Restaurant sales	100.0	%	100.0	%

Food and beverage	30.9	%	32.9	%
Labor and other related	28.7	%	27.8	%
Other restaurant operating	24.0	%	23.8	%

Restaurant-level operating margin	16.4	%	15.5	%

	TWENTY-SIX WEEKS ENDED
	JUNE 25, 2023		JUNE 26, 2022

Restaurant sales	100.0	%	100.0	%

Food and beverage	31.1	%	32.4	%
Labor and other related	28.2	%	27.8	%
Other restaurant operating	23.5	%	23.4	%

Restaurant-level operating margin	17.2	%	16.3	%

Adjusted net income ~~from operations~~and adjusted diluted earnings per share non-GAAP reconciliations- The following table reconciles ~~Income from operations and the corresponding margins~~Net income (loss) attributable to Bloomin’ Brands to adjusted ~~income from operations and the corresponding margins~~diluted earnings per share for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(dollars in thousands) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Income from operations $ 51,309 $ 14,837 $ 246,284 $ 230,472
Operating income margin 4.9 % 1.5 % 7.4 % 7.5 %
Adjustments:
Total restaurant-level operating margin adjustments (1) — 64,641 — 64,641
Legal and other matters (2) — 3,204 — (3,133)
Total income from operations adjustments — 67,845 — 61,508
Adjusted income from operations $ 51,309 $ 82,682 $ 246,284 $ 291,980
Adjusted operating income margin 4.9 % 8.2 % 7.4 % 9.5 %


	THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(in thousands, except share and per share data)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022


Net income (loss) attributable to Bloomin’ Brands	$	68,277	$	(63,635)	$	159,588	$	11,876
Adjustments:

Loss on extinguishment and modification of debt (1)	—		107,630		—		107,630
Loss on fair value adjustment of derivatives, net (1)	—		17,685		—		17,685
Total adjustments, before income taxes	—		125,315		—		125,315
Adjustment to provision for income taxes (2)	—		1,322		—		1,322
Net adjustments	—		126,637		—		126,637
Adjusted net income	$	68,277	$	63,002	$	159,588	$	138,513

Diluted earnings (loss) per share (3)	$	0.70	$	(0.72)	$	1.63	$	0.12
Adjusted diluted earnings per share (4)	$	0.74	$	0.68	$	1.72	$	1.48







Diluted weighted average common shares outstanding (3)	97,401		88,898		97,706		102,045
Adjusted diluted weighted average common shares outstanding (4)	92,399		92,863		92,789		93,792

_________________

(1)~~See~~For 2022, includes losses primarily in connection with the ~~Consolidated restaurant-level operating income~~2025 Notes Partial Repurchase, including settlements of the related convertible senior note hedges and ~~adjusted restaurant-level operating income and corresponding margins non-GAAP reconciliations~~ ~~table above for details regarding the restaurant-level operating income adjustments.~~warrants.

(2)The ~~thirteen~~tax effects of non-GAAP adjustments were determined based on the nature of the underlying non-GAAP adjustments and ~~thirty-nine weeks ended September 26, 2021 include an adjustment~~their relevant jurisdictional tax rates. For 2022, the primary difference between GAAP and adjusted effective income tax rates relates to ~~reduce our initial recorded estimate~~certain non-deductible losses and ~~net benefit, respectively, from~~other tax costs associated with the ~~recognition of recoverable PIS and COFINS taxes, including accrued interest within other revenues as a result of favorable court rulings in Brazil.~~

2025 Notes Partial Repurchase.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~Adjusted~~(3)Due to the GAAP net ~~income and Adjusted~~loss, the effect of dilutive securities was excluded from the calculation of GAAP diluted ~~earnings per share non-GAAP reconciliations~~ ~~- The following table reconciles Diluted net income attributable to Bloomin’ Brands to adjusted net income and adjusted diluted earnings~~loss per share for the ~~periods indicated:~~

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
(in thousands, except per share data) SEPTEMBER 25, 2022 SEPTEMBER 26, 2021 SEPTEMBER 25, 2022 SEPTEMBER 26, 2021
Diluted net income attributable to Bloomin’ Brands $ 31,986 $ 3,449 $ 43,862 $ 155,316
Convertible senior notes if-converted method interest adjustment, net of tax (1) — — — 460
Net income attributable to Bloomin’ Brands 31,986 3,449 43,862 154,856
Adjustments:
Income from operations adjustments (2) — 67,845 — 61,508
Loss on extinguishment and modification of debt (3) — — 107,630 2,073
Loss on fair value adjustment of derivatives, net (3) — — 17,685 —
Total adjustments, before income taxes — 67,845 125,315 63,581
Adjustment to provision for income taxes (4) — (15,878) 1,322 (14,635)
Net adjustments — 51,967 126,637 48,946
Adjusted net income $ 31,986 $ 55,416 $ 170,499 $ 203,802
Diluted earnings per share $ 0.34 $ 0.03 $ 0.44 $ 1.42
Adjusted diluted earnings per share (5) $ 0.35 $ 0.57 $ 1.84 $ 2.10
Diluted weighted average common shares outstanding 94,736 107,783 99,609 109,410
Adjusted diluted weighted average common shares outstanding (5) 91,046 97,307 92,877 97,110

~~_________________~~

~~(1)~~Adjustment for interest expense related to the 2025 Notes weighted for the portion of the period prior to our election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes in cash.thirteen weeks ended June 26, 2022 as their effect would be antidilutive.

~~(2)See the~~ ~~Adjusted income from operations non-GAAP reconciliations~~ ~~table above for details regarding Income from operations adjustments.~~

~~(3)The thirty-nine weeks ended September 25, 2022 include losses in connection with the 2025 Notes Partial Repurchase and Amended Credit Agreement. See Note 8 -~~ ~~Convertible Senior Notes~~ ~~and Note 7 -~~ ~~Long-term Debt, Net, respectively, of the Notes to Consolidated Financial Statements for additional details.~~

(4)The tax effect of non-GAAP adjustments were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates. For the thirty-nine weeks ended September 25, 2022, the primary difference between the GAAP and adjusted effective income tax rates relate to certain non-deductible losses and other tax costs associated with the 2025 Notes Partial Repurchase.

~~(5)~~Adjusted diluted weighted average common shares outstanding was calculated excluding the dilutive effect of ~~3,690~~5,002 and ~~10,476~~7,774 shares for the thirteen weeks ended ~~September~~June 25, ~~2022~~2023 and ~~September~~June 26, ~~2021,~~2022, respectively, and ~~6,732~~4,917 and ~~10,453~~8,253 shares for the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 and ~~September~~June 26, ~~2021,~~2022, respectively, to be issued upon conversion of the 2025 Notes to satisfy the amount in excess of the principal since our convertible note hedge offsets the dilutive impact of the shares underlying the 2025 Notes. For adjusted diluted earnings per share, the ~~thirty-nine~~calculation includes 3,965 dilutive shares for the thirteen weeks ended ~~September~~June 26, ~~2021, adjusted~~2022, primarily related to outstanding warrants. These shares were excluded from the calculation of GAAP diluted ~~weighted average common shares outstanding was also calculated assuming our February 2021 election to settle~~loss per share during the ~~principal portion of the 2025 Notes in cash was in~~period as their effect ~~for the entire period.~~would be antidilutive.

System-Wide Sales - System-wide sales is a non-GAAP financial measure that includes sales of all restaurants operating under our brand names, whether we own them or not. Management uses this information to make decisions about future plans for the development of additional restaurants and new concepts, as well as evaluation of current operations. System-wide sales comprise sales of Company-owned and franchised restaurants. For a summary of sales of Company-owned restaurants, refer to Note 2 - Revenue Recognition of the Notes to Consolidated Financial Statements.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

The following table provides a summary of sales of franchised restaurants for the periods indicated, which are not included in our consolidated financial results. Franchise sales within this table do not represent our sales and are presented only as an indicator of changes in the restaurant system, which management believes is important information regarding the health of our restaurant concepts and in determining our royalties and/or service fees.


		THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED					THIRTEEN WEEKS ENDED				TWENTY-SIX WEEKS ENDED
(dollars in millions)	(dollars in millions)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		(dollars in millions)	JUNE 25, 2023		JUNE 26, 2022		JUNE 25, 2023		JUNE 26, 2022
U.S.	U.S.									U.S.
Outback Steakhouse	Outback Steakhouse	$	119	$	118	$	377	$	329	Outback Steakhouse	$	131	$	129	$	267	$	258
Carrabba’s Italian Grill	Carrabba’s Italian Grill	12		10		37		32		Carrabba’s Italian Grill	12		13		25		25
Bonefish Grill	Bonefish Grill	3		3		9		8		Bonefish Grill	2		3		5		6
U.S. total	U.S. total	134		131		423		369		U.S. total	145		145		297		289
International	International									International
Outback Steakhouse - South Korea	Outback Steakhouse - South Korea	77		73		220		219		Outback Steakhouse - South Korea	76		65		170		143
Other (1)	Other (1)	24		26		86		77		Other (1)	25		28		52		62
International total	International total	101		99		306		296		International total	101		93		222		205
Total franchise sales (2)	Total franchise sales (2)	$	235	$	230	$	729	$	665	Total franchise sales (2)	$	246	$	238	$	519	$	494

_____________________

(1)Includes franchise sales for off-premises only kitchens in South Korea.

(2)Franchise sales are not included in Total revenues in the Consolidated Statements of Operations and Comprehensive ~~Income.~~Income (Loss).

Liquidity and Capital Resources

Cash and Cash Equivalents

As of ~~September~~June 25, ~~2022,~~2023, we had ~~$90.7~~$88.8 million in cash and cash equivalents, of which ~~$34.5~~$34.3 million was held by foreign affiliates. The international jurisdictions in which we have significant cash do not have any known restrictions that would prohibit repatriation.

As of ~~September~~June 25, ~~2022,~~2023, we had aggregate ~~accumulated~~undistributed foreign earnings of approximately ~~$28.6~~$40.5 million. This amount consisted primarily of historical earnings from 2017 and prior that were previously taxed in the U.S. under the 2017 Tax Cuts and Jobs Act and post-2017 foreign earnings, which we may repatriate to the U.S. without additional material U.S. federal income tax. These amounts are not considered indefinitely reinvested in our foreign subsidiaries.

4537

Table of Contents

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Borrowing Capacity and Debt Service

Credit Facilities - Following is a summary of our outstanding credit facilities as of the dates indicated and principal payments and debt issuance during the period indicated:

SENIOR SECURED CREDIT FACILITY TOTAL CREDIT FACILITIES
(dollars in thousands) TERM LOAN A REVOLVING FACILITY 2025 NOTES 2029 NOTES
Balance as of December 26, 2021 $ 195,000 $ 80,000 $ 230,000 $ 300,000 $ 805,000
2022 new debt — 929,500 — — 929,500
2022 payments (195,000) (589,500) (125,000) — (909,500)
Balance as of September 25, 2022 $ — $ 420,000 $ 105,000 $ 300,000 $ 825,000
Interest rates, as of September 25, 2022 (1) 4.26 % 5.00 % 5.13 %
Principal maturity date April 2026 May 2025 April 2029


	SENIOR SECURED CREDIT FACILITY						TOTAL CREDIT FACILITIES
(dollars in thousands)	REVOLVING CREDIT FACILITY			2025 NOTES						2029 NOTES
Balance as of December 25, 2022	$	430,000		$	105,000		$	300,000			$	835,000
2023 new debt	448,000			—			—				448,000
2023 payments	(513,000)			(214)			—				(513,214)
Balance as of June 25, 2023	$	365,000		$	104,786		$	300,000			$	769,786

Interest rates, as of June 25, 2023 (1)	6.77		%	5.00		%	5.13		%
Principal maturity date	April 2026			May 2025			April 2029

____________________

(1)Interest rate for revolving credit facility represents the weighted average interest rate as of ~~September~~June 25, ~~2022.~~2023.

As of ~~September~~June 25, ~~2022,~~2023, we had ~~$560.0~~$615.2 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of ~~$20.0~~$19.8 million.

~~Credit Agreement Amendment -~~ ~~On April 26, 2022, we and OSI entered into the Amended Credit Agreement, which included an increase of our existing revolving~~Our credit ~~facility from $800.0 million to $1.0 billion and a transition from LIBOR to SOFR~~agreement, as the benchmark rate for purposes of calculating interest under the Senior Secured Credit Facility. At closing, an incremental $192.5 million was drawn on the revolving credit facility to fully repay the outstanding balance of Term loan A. Our total indebtedness remained unchanged as a result of the Amended Credit Agreement. The transition to SOFR did not materially impact the interest rate applied to our borrowings.

~~See Note 7 -~~ ~~Long-term Debt, Net~~ ~~of the Notes to Consolidated Financial Statements for additional details regarding the Amended Credit Agreement.~~

~~Our Amended Credit Agreement~~amended, contains various financial and non-financial covenants. A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the revolving credit facility and cause an acceleration of the amounts due under the credit facilities. See Note 13 - Long-term Debt, Net in our Annual Report on Form 10-K for the year ended December ~~26, 2021~~25, 2022 for further information.

As of ~~September~~June 25, ~~2022~~2023 and December ~~26, 2021,~~25, 2022, we were in compliance with our debt covenants. We believe that we will remain in compliance with our debt covenants during the next 12 ~~months.~~months and beyond.

~~2025 Notes Partial Repurchase~~ - On May 25, 2022, we and the Noteholders entered into the Exchange Agreements in which the Noteholders agreed to exchange $125.0 million in aggregate principal amount of our outstanding 2025 Notes for $196.9 million in cash, plus accrued interest, and approximately 2.3 million shares of our common stock. ~~In connection with the~~ 2025 Notes Partial Repurchase, we entered into the Note Hedge Early Termination Agreements and the Warrant Early Termination Agreements. Upon settlement, we received $131.9 million for the Note Hedge Early Termination Agreements and paid $114.8 million for the Warrant Early Termination Agreements during the thirty-nine weeks ended September 25, 2022.

~~See Note 8 -~~ ~~Convertible Senior Notes~~ of the Notes to Consolidated Financial Statements for additional details regarding the 2025 Notes Partial Repurchase and related Note Hedge Early Termination Agreements and Warrant Early Termination Agreements.

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

Use of Cash

Cash flows generated from operating activities and availability under our revolving credit facility are our principal sources of liquidity, which we use for operating expenses, ~~debt payments, share repurchases and dividend payments, development of new restaurants,~~ remodeling or relocating older restaurants, ~~and~~development of new restaurants, investment in ~~technology.~~technology, debt payments, dividend payments and share repurchases.

We believe that our expected liquidity sources are adequate to fund debt service requirements, lease obligations, capital expenditures and working capital obligations during the 12 months following this filing. However, our ability to continue to meet these requirements and obligations will depend on, among other things, our ability to achieve anticipated levels of revenue and cash flow and our ability to manage costs and working capital successfully.

Capital Expenditures - We estimate that our capital expenditures will total approximately ~~$200~~$240 million to ~~$210~~$260 million in ~~2022.~~2023. The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things, including raw material constraints.

Dividends and Share Repurchases - In ~~October 2022,~~July 2023, our Board declared a quarterly cash dividend of ~~$0.14~~$0.24 per share, payable on ~~November 23, 2022.~~August 25, 2023. Future dividend payments are dependent on our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant, as well as continued compliance with the financial covenants in our debt agreements.

On February 8, 2022, our Board approved the 2022 Share Repurchase Program under which we are authorized to repurchase up to $125.0 million of our outstanding common stock. The 2022 Share Repurchase Program will expire on August 9, 2023. As of September 25, 2022, we had $44.0 million remaining available for repurchase under the 2022 Share Repurchase Program.

~~Following is a summary of dividends and share repurchases from fiscal year 2015 through September 25, 2022:~~

(dollars in thousands) DIVIDENDS PAID SHARE REPURCHASES TOTAL
Fiscal year 2015 $ 29,332 $ 169,999 $ 199,331
Fiscal year 2016 31,379 309,887 341,266
Fiscal year 2017 30,988 272,736 303,724
Fiscal year 2018 33,312 113,967 147,279
Fiscal year 2019 35,734 106,992 142,726
Fiscal year 2020 17,480 — 17,480
Fiscal year 2021 — — —
First fiscal quarter 2022 12,559 11,702 24,261
Second fiscal quarter 2022 12,418 35,749 48,167
Third fiscal quarter 2022 12,475 33,549 46,024
Total (1) $ 215,677 $ 1,054,581 $ 1,270,258

~~________________~~

~~(1)Subsequent to September 25, 2022, we repurchased $13.8 million of our common stock under a Rule 10b5-1 plan through October 28, 2022.~~

~~Deferred Compensation Programs -~~ The deferred compensation obligation due to managing and chef partners was $5.2 million and $15.5 million as of September 25, 2022 and December 26, 2021, respectively. We invest in various corporate-owned life insurance policies, which are held within an irrevocable grantor or rabbi trust account for settlement of our obligations under the deferred compensation plans. The obligation for managing and chef partners’ deferred compensation was fully funded as of September 25, 2022.

4738

Table of Contents

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

On February 7, 2023, our Board approved the 2023 Share Repurchase Program under which we are authorized to repurchase up to $125.0 million of our outstanding common stock. The 2023 Share Repurchase Program will expire on August 7, 2024. As of June 25, 2023, we had $103.8 million remaining available for repurchase under the 2023 Share Repurchase Program.

Following is a summary of dividends and share repurchases from fiscal year 2022 through June 25, 2023:


(dollars in thousands)	DIVIDENDS PAID		SHARE REPURCHASES		TOTAL
Fiscal year 2022	$	49,736	$	109,999	$	159,735
First fiscal quarter 2023	21,014		20,645		41,659
Second fiscal quarter 2023	20,990		15,539		36,529

Total (1)	$	91,740	$	146,183	$	237,923

________________

(1)Subsequent to June 25, 2023, we repurchased $7.3 million of our common stock under a Rule 10b5-1 plan.

Summary of Cash Flows and Financial Condition

Cash Flows - The following table presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the periods indicated:


		THIRTY-NINE WEEKS ENDED					TWENTY-SIX WEEKS ENDED
(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		(dollars in thousands)	JUNE 25, 2023		JUNE 26, 2022
Net cash provided by operating activities	Net cash provided by operating activities	$	292,579	$	304,246	Net cash provided by operating activities	$	287,293	$	218,818
Net cash used in investing activities	Net cash used in investing activities	(121,455)		(69,085)		Net cash used in investing activities	(140,651)		(75,738)
Net cash used in financing activities	Net cash used in financing activities	(170,760)		(265,192)		Net cash used in financing activities	(143,214)		(140,922)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1,400		207		Effect of exchange rate changes on cash and cash equivalents	631		4,232

Net increase (decrease) in cash, cash equivalents and restricted cash		$	1,764	$	(29,824)
Net increase in cash, cash equivalents and restricted cash						Net increase in cash, cash equivalents and restricted cash	$	4,059	$	6,390

Operating activities - The ~~decrease~~increase in net cash provided by operating activities during the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 as compared to the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 26, ~~2021~~2022 was primarily due ~~to the timing~~to: (i) higher operational receipts, net of ~~operational~~ payments, (ii) lower inventory purchases and ~~receipts and increased~~(iii) decreased employee compensation ~~payments, partially offset by lapping cash paid in connection with the Carrabba’s Italian Grill royalty termination during 2021.~~payments.

Investing activities - The increase in net cash used in investing activities during the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 as compared to the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 26, ~~2021~~2022 was primarily due to higher capital expenditures.

Financing activities - The ~~decrease~~increase in net cash used in financing activities during the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 25, ~~2022~~2023 as compared to the ~~thirty-nine~~twenty-six weeks ended ~~September~~June 26, ~~2021~~2022 was primarily due to net draws on the revolving credit facility during 2022, generally used to settle debt obligations in excess of the principal balance due in connection with the 2025 Notes Partial Repurchase, partially offset by the repurchase of common stock and paymenthigher payments of cash dividends on our common ~~stock.~~stock and higher net repayments on the revolving credit facility, independent of draws used to settle certain outstanding debt obligations discussed below. These increases were partially offset by: (i) a decrease in repurchases of common stock, (ii) partner equity plan payments during 2022 and (iii) lower payments for the purchase of noncontrolling interests.

The twenty-six weeks ended June 26, 2022 also included the 2025 Notes Partial Repurchase and the repayment of our Term loan A which were funded by draws on our revolving credit facility and proceeds from the 2025 Notes hedge transactions.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Financial Condition - Following is a summary of our current assets, current liabilities and working capital (deficit) as of the periods indicated:


(dollars in thousands)	(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021		(dollars in thousands)	JUNE 25, 2023		DECEMBER 25, 2022
Current assets	Current assets	$	275,710	$	352,792	Current assets	$	247,891	$	346,577
Current liabilities	Current liabilities	911,322		984,625		Current liabilities	911,606		978,867
Working capital (deficit)	Working capital (deficit)	$	(635,612)	$	(631,833)	Working capital (deficit)	$	(663,715)	$	(632,290)

Working capital (deficit) includes: (i) Unearned revenue primarily from unredeemed gift cards of ~~$291.8~~$312.6 million and ~~$398.8~~$394.2 million as of ~~September~~June 25, ~~2022~~2023 and December ~~26, 2021,~~25, 2022, respectively, and (ii) current operating lease liabilities of ~~$181.4~~$185.4 million and ~~$177.0~~$183.5 million as of ~~September~~June 25, ~~2022~~2023 and December ~~26, 2021,~~25, 2022, respectively, with the corresponding operating right-of-use assets recorded as non-current on our Consolidated Balance Sheets. We have, and in the future may continue to have, negative working capital balances (as is common for many restaurant companies). We operate successfully with negative working capital because cash collected on restaurant sales is typically received before payment is due on our current liabilities, and our inventory turnover rates require relatively low investment in inventories. Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obligations and to make capital expenditures.

Recently Issued Financial Accounting Standards

For a description of recently issued Financial Accounting Standards that we adopted during the ~~thirty-nine~~thirteen weeks ended ~~September~~June 25, ~~2022~~2023 and, that are applicable to us and likely to have material effect on our consolidated

~~Table of Contents~~

~~BLOOMIN’ BRANDS, INC.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~

~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued~~

financial statements, but have not yet been adopted, see Note 1 - Description of the Business and Basis of Presentation of the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in ~~interest rates, changes in~~commodity prices, labor inflation and foreign currency exchange rates and ~~changes in commodity prices.~~interest rates. We believe that there have been no material changes in our market risk since December ~~26, 2021.~~25, 2022. See Part II, Item 7A., “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K for the year ended December ~~26, 2021~~25, 2022 for further information regarding market risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”))~~Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September~~June 25, ~~2022.~~2023.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the thirteen weeks ended ~~September~~June 25, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

For a description of our legal proceedings, see Note 1513 - Commitments and Contingencies of the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

In addition to the other information discussed in this report, please consider the factors described in Part I, Item 1A., “Risk Factors,” in our ~~2021~~2022 Form 10-K which could materially affect our business, financial condition or future results. There have not been any material changes to the risk factors described in our ~~2021~~2022 Form 10-K, but these are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Conversion of 2025 Notes - During the thirteen weeks ended June 25, 2023, certain holders of our 2025 Notes elected to convert $0.2 million in aggregate principal amount of 2025 Notes for a combination of an aggregate of $0.2 million in cash and 9,925 shares of our common stock. The shares of common stock issued upon conversion of the 2025 Notes were issued in reliance upon the exemptions from the registration requirements of the Securities Act provided by Sections 3(a)(9) and 4(a)(2) thereof.

In connection with the conversion of the 2025 Notes, we exercised our rights under certain convertible note hedge transactions during the thirteen weeks ended June 25, 2023 and received a proportionate amount of our common stock.

There were no other sales of equity securities during the thirteen weeks ended ~~September~~June 25, ~~2022~~2023 that were not registered under the Securities Act.

Share Repurchases - The following table provides information regarding our purchases of common stock during the thirteen weeks ended ~~September~~June 25, ~~2022:~~2023:

REPORTING PERIOD TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (1)
June 27, 2022 through July 24, 2022 712,969 $ 17.32 712,969 $ 65,201,059
July 25, 2022 through August 21, 2022 493,395 $ 20.68 493,395 $ 55,000,002
August 22, 2022 through September 25, 2022 540,337 $ 20.36 540,337 $ 44,000,185
Total 1,746,701 1,746,701


REPORTING PERIOD	TOTAL NUMBER OF SHARES PURCHASED	AVERAGE PRICE PAID PER SHARE		TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS	APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (1)
March 27, 2023 through April 23, 2023	227,812	$	24.96	227,812	$	113,669,958
April 24, 2023 through May 21, 2023	124,149	$	24.10	124,149	$	110,677,940
May 22, 2023 through June 25, 2023	266,752	$	25.72	266,752	$	103,817,009
Total	618,713			618,713

____________________

(1)On February ~~8, 2022,~~7, 2023, our Board approved a share repurchase authorization of ~~Directors authorized the repurchase of~~up to $125.0 million of our outstanding common stock as announced in our press release issued on February ~~18, 2022~~16, 2023 (the ~~“2022~~“2023 Share Repurchase Program”). The ~~2022~~2023 Share Repurchase Program will expire on August ~~9, 2023.~~7, 2024.

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Item 6. Exhibits

EXHIBIT
NUMBER

DESCRIPTION OF EXHIBITS

FILINGS REFERENCED FOR
INCORPORATION BY REFERENCE

10.1*3.1

~~Employment Offer Letter Agreement, dated as~~Fifth Amended and Restated Certificate of ~~August 4, 2022, between Suzann Trevisan and~~Incorporation of Bloomin’ Brands, Inc.

~~Filed herewith~~April 19, 2023, Form 8-K, Exhibit 3.1

3.2

Fourth Amended and Restated Bylaws of Bloomin’ Brands, Inc.

April 19, 2023, Form 8-K, Exhibit 3.2

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

Furnished herewith

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

Furnished herewith

101.INS

Inline XBRL Instance Document

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Filed herewith

* Management contract or compensatory plan or arrangement required to be filed as an exhibit.

(1) These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. These certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

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SIGNATURE

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


Date:	~~November~~August 1, ~~2022~~2023	BLOOMIN’ BRANDS, INC.
		(Registrant)

		By: /s/ Philip Pace
		Philip Pace Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

[Remainder of page intentionally left blank]


(dollars in millions)	THIRTEEN WEEKS ENDED (1)		THIRTY-NINE WEEKS ENDED (1)
For the periods ended September 26, 2021	$	898.8	$	2,789.1
Change from:
Comparable restaurant sales	12.8		135.1
Restaurant openings	7.3		20.7
Restaurant closures	(8.2)		(24.7)

For the periods ended September 25, 2022	$	910.7	$	2,920.2