What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2020-07-31 compared with 2020-05-21 · 339 added, 318 removed, 347 unchanged (65% of the section changed)

12 unchanged sentences

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:

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;

Consumer reactions to public health and food safety issues;

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

Minimum wage increases and additional mandated employee benefits;

Economic conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;

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;

(i) 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;

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

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

(iv) Minimum wage increases and additional mandated employee benefits;

(v) Economic conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;

(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;

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Fluctuations in the price and availability of commodities;

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;

Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits;

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;

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

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;

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;

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

The effects of our substantial 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, and our exposure to interest rate risk in connection with our variable-rate debt;

The adequacy of our cash flow and earnings and other conditions which may affect our ability to pay dividends and repurchase shares of our common stock;

Such other factors as discussed in Part I, Item IA.

(vii) Fluctuations in the price and availability of commodities;

(viii) 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;

(ix) Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits;

(x) 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;

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

(xii) 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;

(xiii) 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;

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

(xv) The effects of our substantial 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, and our exposure to interest rate risk in connection with our variable-rate debt;

(xvi) 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 29, 2019.

2 unchanged sentences

Comparisons of results for current and any prior 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.

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on May 5, 2020, the filing of the Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2020 (the “Form 10-Q”), was delayed due to circumstances related to the COVID-19 pandemic.

The COVID-19 pandemic has had a material and adverse effect on our business operations.

Forecasting our operations and financial results has grown increasingly complex due to the various uncertainties presented by the COVID-19 pandemic.

In particular, the COVID-19 pandemic has made developing forecasts for, and the accounting of, valuation of goodwill and certain other assets slower and more difficult.

In addition, our management has had to devote significant time and attention to the Amended Credit

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Agreement and 2025 Notes offering discussed in this Report, which has diverted resources from the preparation of the Form 10-Q.

In consideration of the impacts of COVID-19, described above, we were unable to compile and review certain information required in order to timely file the Form 10-Q by May 8, 2020, the original filing deadline of the Form 10-Q.

We relied on the SEC’s Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, SEC Release No.

34-88465, dated March 25, 2020, to delay the filing of this Form 10-Q.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts.

As of March 29, 2020 , we owned and operated 1,172 restaurants and franchised 300 restaurants across 48 states, Puerto Rico, Guam and 20 countries.

As of June 28, 2020, we owned and operated 1,151 restaurants and franchised 309 restaurants across 47 states, Puerto Rico, Guam and 20 countries.

We have four founder-inspired concepts:

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Executive Summary

Our financial results for the thirteen weeks ended March 29, 2020 (“ first quarter of 2020 ”) include the following:

A decrease in Total revenues of 10.6% in the first quarter of 2020 , as compared to the first quarter of 2019 , primarily due to:

(i) lower U.S.

comparable restaurant sales, (ii) domestic refranchising, (iii) foreign currency translation of the Brazil Real relative to the U.S.

dollar and (iv) a decrease in franchise revenues driven by the COVID-19 pandemic, partially offset by the net impact of restaurant openings and closures.

Loss from operations of $41.6 million in the first quarter of 2020 , as compared to income from operations of $82.5 million in the first quarter of 2019 , was primarily due to:

(i) lower comparable restaurant sales and costs incurred in connection with the COVID-19 pandemic, including asset impairment charges, relief pay, inventory obsolescence and incremental operating costs, (ii) the impact of restructuring and transformation initiatives and (iii) commodity and labor inflation.

Our financial results for the thirteen weeks ended June 28, 2020 (“second quarter of 2020”) include the following:

• A decrease in Total revenues of 43.4% in the second quarter of 2020, as compared to the second quarter of 2019, primarily due to:

(i) significantly lower comparable restaurant sales principally attributable to the COVID-19 pandemic, (ii) the net impact of restaurant closures and openings, (iii) lower franchise revenue and (iv) the effect of foreign currency translation of the Brazil Real relative to the U.S.

• Loss from operations of $(111.9) million in the second quarter of 2020, as compared to income from operations of $43.5 million in the second quarter of 2019, was primarily due to:

(i) significantly lower comparable restaurant sales and costs incurred in connection with the COVID-19 pandemic, including asset impairment charges, incremental delivery related costs and relief pay (net of tax credits) and (ii) higher labor costs and commodity inflation.

These decreases are partially offset by:

(i) reduced operating, advertising and utilities expense, (ii) cost savings from our restructuring and transformation initiatives and (iii) cost savings from waste reduction initiatives.

Recent Developments - COVID-19

In response to the COVID-19 pandemic, governmental authorities have taken dramatic action in an effort to slow down the spread of the disease.

In response to the COVID-19 pandemic, governmental authorities took dramatic action in an effort to slow the spread of the disease.

Along with many other restaurant businesses across the country, we temporarily limited our services in the U.S.

to carry-out and delivery only, effective March 20, 2020.

This has resulted in significantly reduced traffic in our restaurants.

We have reopened a significant portion of our restaurant dining rooms in compliance with state and local regulations and plan to continue to do so as cond itions and regulations allow.

When we are able to reopen more of our dining rooms, it is uncertain whether customer traffic will return to levels prior to the outbreak of COVID-19.

Even if consumer demand recovers, governmental restrictions may limit the capacity of our dining rooms or services we may provide.

to carry-out and delivery only beginning March 20, 2020.

In early May 2020, we began to reopen our restaurant dining rooms with limited seating capacity in compliance with state and local regulations and as of June 28, 2020 we had reopened substantially all of our restaurant dining rooms with limited seating capacity.

The temporary closure of our dining rooms and the limitations on seating capacity in our reopened dining rooms has resulted in significantly reduced traffic in our restaurants.

Recently, there has been a significant increase in reported COVID-19 cases in certain states, including Florida and Texas.

This has resulted in some local governments responding by taking additional measures, including implementing a further reduction of in-restaurant capacity in certain locations.

Although this is a developing situation, to this point these capacity reductions have had a minimal impact on overall sales trends.

When we are able to increase the capacity of our reopened dining rooms, it is uncertain whether customer traffic will return to levels prior to the outbreak of COVID-19.

Even if consumer demand recovers, governmental restrictions may again limit the capacity of our dining rooms or services we may provide in the future.

As a result, we expect our results for the foreseeable future will be significantly adversely impacted.

Due to these unprecedented conditions, we have withdrawn our financial guidance for 2020.

In response to the pandemic, we have tightly managed expenses while taking steps to secure our liquidity position .

See the subsection below entitled “ Liquidity and Capital Resources ” for further details.

Strategic Alternatives Review Update

In November 2019, we announced that we were exploring and evaluating strategic alternatives that have the potential to maximize value for our stockholders.

In February 2020, in connection with our year-end earnings release and conference call, we provided an update on that process and discussed certain actions that we planned to take.

While we have implemented the 2020 cost savings measures described at the time and remain committed to our plan to support a growth-focused, operations centric organization over the long term, we have suspended further activity with respect to the strategic review process as we prioritize our response to the COVID-19 pandemic.

This includes a suspension of discussions with interested parties with respect to a sale of our Brazil business.

See the subsection below e ntitled “ Liquidity and Capital Resources ” for furthe r details.

BLOOMIN’ BRANDS, INC.

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• 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;

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

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

Restaurant-level operating margin is 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.

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The following categories of our revenue and operating expenses 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:

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.

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.

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

Asset impairment charges and restaurant closing costs which are not reflective of ongoing restaurant performance in 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.

(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 Statement of Operations.

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 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;

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.

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

We believe that our use of 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

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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 of Directors (the “ Board ”) evaluate our operating performance, allocate resources and administer employee incentive plans;

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 of Directors evaluate our operating performance, allocate resources and administer employee incentive plans;

• Customer satisfaction scores —measurement of our customers’ experiences in a variety of key areas.

2 unchanged sentences

Number of restaurants (at end of the period):

MARCH 29, 2020

MARCH 31, 2019

JUNE 28, 2020 JUNE 30, 2019

Outback Steakhouse

Company-owned 567 579

Franchised 141 148

Total 708 727

Carrabba’s Italian Grill

Company-owned 199 205

Franchised 21 21

Total 220 226

Bonefish Grill

Company-owned 182 190

Fleming’s Prime Steakhouse & Wine Bar

Franchised 7 7

Total 189 197

Fleming’s Prime Steakhouse and Wine Bar

Company-owned 65 69

Company-owned 5 3

total 1,187 1,222

International:

1 unchanged sentence

Outback Steakhouse—Brazil (1) 103 97

Other (2) 30 27

Outback Steakhouse—South Korea (2) 85 70

Other (3) 55 51

International total 273 245

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____________________

The restaurant counts for Brazil are reported as of February 29, 2020 and February 28, 2019, respectively, to correspond with the balance sheet dates of this subsidiary.

(1) The restaurant counts for Brazil are reported as of May 31, 2020 and 2019, respectively, to correspond with the balance sheet dates of this subsidiary.

(2) As of June 30, 2019, we had 11 international “dark kitchen” locations that offer delivery and carryout only.

One of these locations was included within Company-owned Other and 10 were included in Franchised Outback Steakhouse - South Korea.

(3) Includes two and one fast-casual Aussie Grill locations as of June 28, 2020 and June 30, 2019, respectively.

BLOOMIN’ BRANDS, INC.

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

THIRTEEN WEEKS ENDED

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 28, 2020 JUNE 30, 2019 JUNE 28, 2020 JUNE 30, 2019

Restaurant sales 99.6 % 98.4 % 99.1 % 98.5 %

10 unchanged sentences

(Loss) income from operations (19.3) 4.3 (9.7) 5.9

Other expense, net

Loss on modification of debt (*) — (*) —

Other income (expense), net 0.1 * (*) (*)

Interest expense, net (3.0) (1.3) (1.8) (1.1)

2 unchanged sentences

Net (loss) income (16.0) 2.9 (8.0) 4.4

net income attributable to noncontrolling interests

net (loss) income attributable to noncontrolling interests (0.1) 0.1 * 0.1

Net (loss) income attributable to Bloomin’ Brands

(15.9) % 2.8 % (8.0) % 4.3 %

________________

(1) As a percentage of Restaurant sales.

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RESTAURANT SALES

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

(dollars in millions)

THIRTEEN WEEKS ENDED

For the period ended March 31, 2019

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

(dollars in millions) THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

For the periods ended June 30, 2019 $ 1,005.7 $ 2,117.3

Comparable restaurant sales (408.1) (505.3)

Divestiture of restaurants through refranchising transactions

Effect of foreign currency translation

Restaurant closures (15.2) (23.8)

Effect of foreign currency translation (8.3) (18.7)

Divestiture of restaurants through refranchising transactions — (11.2)

Restaurant openings 2.2 14.2

For the period ended March 29, 2020

The decrease in Restaurant sales during the thirteen weeks ended March 29, 2020 was primarily due to:

(i) lower U.S.

comparable restaurant sales, (ii) domestic refranchising, (iii) the effect of foreign currency translation of the Brazilian Real relative to the U.S.

dollar and (iv) the closing of 24 restaurants since December 30, 2018.

For the periods ended June 28, 2020 $ 576.3 $ 1,572.5

The decrease in Restaurant sales during the thirteen weeks ended June 28, 2020 was primarily due to:

(i) significantly lower comparable restaurant sales principally attributable to the COVID-19 pandemic, (ii) the closure of 43 restaurants since March 31, 2019 and (iii) the effect of foreign currency translation of the Brazilian Real

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

relative to the U.S.

The decrease in Restaurant sales was partially offset by the opening of 26 new restaurants not included in our comparable restaurant sales base.

The decrease in Restaurant sales during the twenty-six weeks ended June 28, 2020 was primarily due to:

(i) significantly lower comparable restaurant sales principally attributable to the COVID-19 pandemic, (ii) the closure of 49 restaurants since December 30, 2018, (iii) the effect of foreign currency translation of the Brazilian Real relative to the U.S.

dollar and (iv) domestic refranchising.

The decrease in restaurant sales was partially offset by the opening of 28 new restaurants not included in our comparable restaurant sales base.

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 TWENTY-SIX WEEKS ENDED

JUNE 28, 2020 JUNE 30, 2019 JUNE 28, 2020 JUNE 30, 2019

Average restaurant unit volumes (weekly):

Outback Steakhouse $ 46,278 $ 69,497 $ 58,201 $ 73,344

Carrabba’s Italian Grill $ 35,394 $ 56,285 $ 45,395 $ 58,188

Bonefish Grill $ 25,866 $ 60,018 $ 40,292 $ 61,833

Fleming’s Prime Steakhouse & Wine Bar $ 36,649 $ 81,754 $ 59,027 $ 86,496

International

Outback Steakhouse - Brazil (1) $ 17,731 $ 66,829 $ 43,512 $ 70,754

Operating weeks:

Outback Steakhouse 7,466 7,538 14,965 15,065

Carrabba’s Italian Grill 2,648 2,665 5,300 5,559

Bonefish Grill 2,464 2,467 4,934 4,925

Fleming’s Prime Steakhouse & Wine Bar 850 910 1,730 1,820

International

Outback Steakhouse - Brazil 1,354 1,257 2,657 2,453

____________________

(1) Translated at average exchange rates of 5.15 and 3.91 for the thirteen weeks ended June 28, 2020 and June 30, 2019, respectively, and 4.39 and 3.85 for the twenty-six weeks ended June 28, 2020 and June 30, 2019, respectively.

BLOOMIN’ BRANDS, INC.

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

THIRTEEN WEEKS ENDED

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 28, 2020 JUNE 30, 2019 JUNE 28, 2020 JUNE 30, 2019

Year over year percentage change:

5 unchanged sentences

Combined U.S.

(39.4) % 0.6 % (24.2) % 1.6 %

International

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Combined U.S.

(3) (30.6) % (1.4) % (19.8) % (1.2) %

International

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Combined U.S.

(8.8) % 2.0 % (4.4) % 2.8 %

International

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Includes trading day impact from calendar period reporting.

Outback Steakhouse Brazil results are reported on a one-month lag and are presented on a calendar basis.

Restaurant sales for Brazil during the first fiscal quarter of 2020 (through February 29, 2020) do not include any material impact from the COVID-19 pandemic.

(3) In Q2 2020, Bonefish Grill replaced guest count with entrée count to measure restaurant traffic.

Bonefish Grill and Combined U.S.

traffic for the twenty-six weeks ended June 28, 2020 were calculated using the entrée count methodology for Bonefish Grill as if the new methodology was in effect at the start of the fiscal year, which would have increased traffic for Bonefish Grill and Combined U.S.

for the thirteen weekend ended March 29, 2020 by 3.1% and 0.5%, respectively.

(4) Average check per person includes the impact of menu pricing changes, product mix and discounts.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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

MARCH 29, 2020

MARCH 31, 2019

Average restaurant unit volumes (weekly):

Outback Steakhouse

Carrabba’s Italian Grill

Bonefish Grill

Fleming’s Prime Steakhouse & Wine Bar

International

Outback Steakhouse - Brazil (1)

Operating weeks:

Outback Steakhouse

Carrabba’s Italian Grill

Bonefish Grill

Fleming’s Prime Steakhouse & Wine Bar

International

Outback Steakhouse - Brazil

____________________

Translated at average exchange rates of 4.19 and 3.79 for the thirteen weeks ended March 29, 2020 and March 31, 2019 , respectively.

Franchise and other revenues

THIRTEEN WEEKS ENDED

(dollars in millions)

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 30, 2019 JUNE 28, 2020 JUNE 30, 2019

Franchise revenues (1) $ 2.0 $ 12.8 $ 11.5 $ 26.6

5 unchanged sentences

Cost of sales

THIRTEEN WEEKS ENDED

(dollars in millions)

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 30, 2019 Change JUNE 28, 2020 JUNE 30, 2019 Change

Cost of sales $ 180.8 $ 312.7 $ 500.5 $ 664.8

% of Restaurant sales 31.4 % 31.1 % 0.3 % 31.8 % 31.4 % 0.4 %

Cost of sales increase d as a percentage of Restaurant sales during the thirteen weeks ended March 29, 2020 as compared to the thirteen weeks ended March 31, 2019 primarily due to 0.6% from inventory obsolescence and spoilage costs associated with COVID-19 and 0.3% from commodity cost inflation, partially offset by an increase as a percentage of Restaurant sales of 0.5% from increases in average check per person.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Cost of sales increased as a percentage of Restaurant sales during the thirteen weeks ended June 28, 2020 as compared to the thirteen weeks ended June 30, 2019 primarily due to 0.7% from commodity cost inflation and 0.5% related to a reduction in rebates from our vendors, partially offset by a decrease as a percentage of Restaurant sales of 0.7% from cost savings attributable to waste reduction initiatives and 0.2% from increases in average check per person.

Cost of sales increased as a percentage of Restaurant sales during the twenty-six weeks ended June 28, 2020 as compared to the twenty-six weeks ended June 30, 2019 primarily due to 0.4% from commodity cost inflation and 0.2% related to a reduction in rebates from our vendors, partially offset by a decrease as a percentage of Restaurant sales of 0.4% from increases in average check per person.

Labor and other related expenses

THIRTEEN WEEKS ENDED

(dollars in millions)

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 30, 2019 Change JUNE 28, 2020 JUNE 30, 2019 Change

Labor and other related $ 205.5 $ 301.2 $ 514.8 $ 620.2

% of Restaurant sales 35.7 % 30.0 % 5.7 % 32.7 % 29.3 % 3.4 %

Labor and other related expenses increase d as a percentage of Restaurant sales during the thirteen weeks ended March 29, 2020 as compared to the thirteen weeks ended March 31, 2019 primarily due to:

(i) 1.6% from relief pay primarily for hourly employees impacted by the closure of dining rooms due to COVID-19, (ii) 0.5% from decreased restaurant sales primarily due to shifting to an off-premises only operational model in March 2020 and (iii) 0.3% from higher labor costs due to wage rate increases.

Labor and other related expenses increased as a percentage of Restaurant sales during the thirteen weeks ended June 28, 2020 as compared to the thirteen weeks ended June 30, 2019 primarily due to:

(i) 3.5% from decreased restaurant sales, (ii) 1.9% from relief pay primarily for hourly employees impacted by the closure of dining rooms due to COVID-19, offset by employee retention tax credits and (iii) 0.9% from higher labor costs.

These increases were partially offset by a decrease as a percentage of Restaurant sales of 0.4% due to reduced workers’ compensation expense.

Labor and other related expenses increased as a percentage of Restaurant sales during the twenty-six weeks ended June 28, 2020 as compared to the twenty-six weeks ended June 30, 2019 primarily due to:

(i) 1.7% from relief pay primarily for hourly employees impacted by the closure of dining rooms due to COVID-19, offset by employee retention tax credits, (ii) 1.6% from decreased restaurant sales and (iii) 0.4% from higher labor costs.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Other restaurant operating expenses

THIRTEEN WEEKS ENDED

(dollars in millions)

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 30, 2019 Change JUNE 28, 2020 JUNE 30, 2019 Change

Other restaurant operating $ 177.8 $ 240.9 $ 424.4 $ 491.7

% of Restaurant sales 30.9 % 24.0 % 6.9 % 27.0 % 23.2 % 3.8 %

Other restaurant operating expenses increase d as a percentage of Restaurant sales during the thirteen weeks ended March 29, 2020 as compared to the thirteen weeks ended March 31, 2019 primarily due to:

(i) the impact of shifting to an off-premise only operational model in March 2020 including, 1.1% from additional operating expenses and 0.9% from decreased restaurant sales, (ii) 0.2% from increased gift card fees from a larger percentage of on-line gift card sales and (iii) 0.2% from operating expense inflation.

These increases were partially offset by a decrease as a percentage of Restaurant sales of 0.2% from certain cost savings initiatives.

Other restaurant operating expenses increased as a percentage of Restaurant sales during the thirteen weeks ended June 28, 2020 as compared to the thirteen weeks ended June 30, 2019 primarily due to the impact of shifting to an off-premise only operational model in March 2020 including, 7.2% from decreased restaurant sales and 3.8% from incremental delivery related costs.

These increases were partially offset by a decrease as a percentage of Restaurant sales of 3.8% from reduced operating, advertising and utilities expense and 0.3% from the write-off of straight-line rent in connection with the COVID-19 Restructuring.

Other restaurant operating expenses increased as a percentage of Restaurant sales during the twenty-six weeks ended June 28, 2020 as compared to the twenty-six weeks ended June 30, 2019 primarily due to the impact of shifting to an off-premise only operational model in March 2020 including, 3.2% from decreased restaurant sales and 1.9% from incremental delivery related costs.

These increases were partially offset by a decrease as a percentage of Restaurant sales of 1.1% from reduced utilities, advertising and operating expense.

Depreciation and amortization

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 30, 2019 Change JUNE 28, 2020 JUNE 30, 2019 Change

Depreciation and amortization $ 45.8 $ 49.8 $ (4.0) $ 94.1 $ 99.3 $ (5.2)

Depreciation and amortization expense decreased during the thirteen and twenty-six weeks ended June 28, 2020 as compared to the thirteen and twenty-six weeks ended June 30, 2019 primarily due to impairment related to COVID-19 and transformational initiatives and the effect of foreign currency translation.

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 period indicated below:

(dollars in millions)

THIRTEEN WEEKS ENDED

For the period ended March 31, 2019

Expected credit losses and contingent lease liabilities

Transformational costs

Following is a summary of the change in General and administrative expense for the periods indicated below:

(dollars in millions) THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

For the periods ended June 30, 2019 $ 72.0 $ 142.5

Travel and entertainment (1) (7.9) (7.5)

Compensation, benefits and payroll tax (4.5) (6.0)

1 unchanged sentence

Deferred compensation (2.4) (3.5)

For the period ended March 29, 2020

Provision for impaired assets and restaurant closings

THIRTEEN WEEKS ENDED

(dollars in millions)

MARCH 29, 2020

MARCH 31, 2019

Provision for impaired assets and restaurant closings

Expected credit losses and contingent lease liabilities (0.1) 7.4

Transformational costs (2) 2.1 7.5

Severance 0.5 5.3

Other (1.7) (1.4)

For the periods ended June 28, 2020 $ 55.5 $ 140.3

_________________

(1) Includes decreases of $5.4 million and $3.7 million for managing partner conference costs, net of cancellation fees during the thirteen and twenty-six weeks ended June 28, 2020, respectively.

(2) Primarily consist of consulting fees incurred in connection with our transformation initiative.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

During the thirteen weeks ended March 29, 2020 , we recognized asset impairment and closure charges related to the COVID-19 pandemic, including $31.3 million in the U.S.

segment and $3.3 million in the international segment.

We also recognized asset impairment charges related to transformational initiatives of $6.3 million , which were not allocated to our operating segments.

The remaining impairment and closing charges for the periods presented resulted primarily from locations identified for remodel, relocation or closure and certain other assets.

Provision for impaired assets and restaurant closings

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 30, 2019 Change JUNE 28, 2020 JUNE 30, 2019 Change

Provision for impaired assets and restaurant closings $ 25.0 $ 1.9 $ 23.1 $ 66.3 $ 5.5 $ 60.8

During the thirteen and twenty-six weeks ended June 28, 2020, we recognized asset impairment and closure charges related to the COVID-19 pandemic of $25.0 million and $56.3 million, respectively, in the U.S.

segment (including the COVID-19 Restructuring) and $0.3 million and $3.6 million, respectively, in the international segment.

We also recognized asset impairment charges related to transformational initiatives of $6.3 million during the twenty-six weeks ended June 28, 2020, which were not allocated to our operating segments.

COVID-19 Restructuring - During the thirteen and twenty-six weeks ended June 28, 2020, we recognized pre-tax asset impairments and closure costs of $20.9 million in connection with the closure of 22 restaurants and from the update of certain cash flow assumptions, including lease renewal considerations.

The remaining impairment and closing charges during the periods presented resulted primarily from locations identified for remodel, relocation or closure and certain other assets.

See Note 4 - Impairments, Exit Costs and Disposals of the Notes to Consolidated Financial Statements for further information.

(Loss) income from operations

THIRTEEN WEEKS ENDED

(dollars in millions)

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 30, 2019 Change JUNE 28, 2020 JUNE 30, 2019 Change

(Loss) income from operations $ (111.9) $ 43.5 $ (155.4) $ (153.5) $ 126.0 $ (279.5)

% of Total revenues (19.3) % 4.3 % (23.6) % (9.7) % 5.9 % (15.6) %

Loss from operations generated during the thirteen weeks ended March 29, 2020 , as compared to income from operations during the thirteen weeks ended March 31, 2019 was primarily due to:

(i) lower comparable restaurant sales and costs incurred in connection with the COVID-19 pandemic, including asset impairment charges, relief pay, inventory obsolescence and incremental operating costs, (ii) the impact of restructuring and transformational initiatives and (iii) commodity and labor inflation.

Loss from operations generated during the thirteen weeks ended June 28, 2020, as compared to income from operations during the thirteen weeks ended June 30, 2019 was primarily due to:

These losses were partially offset by:

(i) reduced operating, advertising and utilities expense, (ii) cost savings from our restructuring and transformation initiatives and (iii) cost savings from waste reduction initiatives.

Loss from operations generated during the twenty-six weeks ended June 28, 2020, as compared to income from operations during the twenty-six weeks ended June 30, 2019 was primarily d ue to:

(i) significantly lower comparable restaurant sales and costs incurred in connection with the COVID-19 pandemic, including asse t impairment charges, incremental delivery related costs and relief pay (net of tax credits) and (ii) higher labor costs and commodity inflation.

These losses were partially offset by reduced utilities, advertising and operating expense.

Interest expense, net

THIRTEEN WEEKS ENDED

(dollars in millions)

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 30, 2019 Change JUNE 28, 2020 JUNE 30, 2019 Change

Interest expense, net $ 16.6 $ 12.4 $ 4.2 $ 28.3 $ 23.6 $ 4.7

The increase in Interest expense, net for the thirteen weeks ended March 29, 2020 as compared to the thirteen weeks ended March 31, 2019 was primarily due to higher interest expense from our derivative instruments partially offset by lower interest rates.

(Benefit) provision for income taxes

THIRTEEN WEEKS ENDED

MARCH 29, 2020

MARCH 31, 2019

Effective income tax rate

The effective income tax rate for the thirteen weeks ended March 29, 2020 increased by 28.7 percentage points as compared to the thirteen weeks ended March 31, 2019 .

The increase was primarily due to the benefit of the five-year carryback of the forecasted 2020 NOL under the CARES Act and favorable discrete items recorded in the thirteen weeks ended March 29, 2020 .

The increase in Interest expense, net for the thirteen and twenty-six weeks ended June 28, 2020 as compared to the thirteen and twenty-six weeks ended June 30, 2019 was primarily due to higher interest expense from issuance of

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

our convertible senior notes and additional draws on our revolving credit facility, partially offset by lower interest rates on our unhedged variable rate debt balances.

(Benefit) provision for income taxes

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 28, 2020 JUNE 30, 2019 Change JUNE 28, 2020 JUNE 30, 2019 Change

Effective income tax rate 27.9 % 3.9 % 24.0 % 30.4 % 6.6 % 23.8 %

The effective income tax rate for the thirteen and twenty-six weeks ended June 28, 2020 increased by 24.0 and 23.8 percentage points as compared to the thirteen and twenty-six weeks ended June 30, 2019.

These increases were primarily due to the benefit of the tax credits for FICA taxes on certain employees’ tips and the forecasted 2020 pre-tax book loss.

SEGMENT PERFORMANCE

7 unchanged sentences

The following is a summary of reporting segments:

REPORTABLE SEGMENT (1)

GEOGRAPHIC LOCATION

Outback Steakhouse

United States of America

REPORTABLE SEGMENT (1) CONCEPT GEOGRAPHIC LOCATION

Outback Steakhouse United States of America

Carrabba’s Italian Grill

1 unchanged sentence

Fleming’s Prime Steakhouse & Wine Bar

International

Outback Steakhouse

Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio)

International Outback Steakhouse Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio) Brazil

_________________

1 unchanged sentence

Revenues for both segments include only transactions with customers and exclude intersegment revenues.

Excluded from Income from operations for U.S.

Excluded from (Loss) 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 and certain bonus expenses.

During the thirteen weeks ended March 29, 2020 , we recorded $22.2 million of pre-tax charges as a part of transformational initiatives implemented in connection with its previously announced review of strategic alternatives.

During the thirteen and twenty-six weeks ended June 28, 2020, we recorded $2.4 million and $24.6 million, respectively, of pre-tax charges as a part of transformational initiatives implemented in connection with our previously announced review of strategic alternatives.

These costs were primarily recorded within General and administrative expense and Provision for impaired assets and restaurant closings and were not allocated to our segments since our CODM does not consider the impact of transformational initiatives when assessing segment performance.

Refer to Note 19 - Segment Reporting of the Notes to Consolidated Financial Statements for a reconciliation of segment income from operations to the consolidated operating results.

Refer to Note 21 - Segment Reporting of the Notes to Consolidated Financial Statements for a reconciliation of segment (loss) income from operations to the consolidated operating results.

Restaurant-level operating margin is 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.

See the Overview-Key Performance Indicators section of Management’s Discussion and Analysis for additional details regarding the calculation of restaurant-level operating margin.

THIRTEEN WEEKS ENDED

(dollars in thousands)

MARCH 29, 2020

MARCH 31, 2019

See the Overview-Key Performance Indicators section of

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Management’s Discussion and Analysis for additional details regarding the calculation of restaurant-level operating margin.

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 28, 2020 JUNE 30, 2019 JUNE 28, 2020 JUNE 30, 2019

Restaurant sales $ 536,767 $ 900,616 $ 1,421,656 $ 1,901,429

2 unchanged sentences

Restaurant-level operating margin 3.2 % 14.5 % 8.4 % 15.6 %

Income from operations

Operating income margin

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

(Loss) income from operations $ (62,921) $ 78,814 $ (51,542) $ 191,849

Operating (loss) income margin (11.7) % 8.6 % (3.6) % 9.9 %

Restaurant sales

Following is a summary of the change in U.S.

segment Restaurant sales for the period indicated:

(dollars in millions)

THIRTEEN WEEKS ENDED

For the period ended March 31, 2019

segment Restaurant sales for the periods indicated:

(dollars in millions) THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

For the periods ended June 30, 2019 $ 900.6 $ 1,901.4

Comparable restaurant sales (348.7) (449.7)

Divestiture of restaurants through refranchising transactions

Restaurant closures (14.7) (22.2)

Restaurant openings (0.4) 3.4

For the period ended March 29, 2020

Divestiture of restaurants through refranchising transactions — (11.2)

For the periods ended June 28, 2020 $ 536.8 $ 1,421.7

The decrease in U.S.

Restaurant sales during the thirteen weeks ended March 29, 2020 was primarily due to:

(i) lower comparable restaurant sales, (ii) refranchising of certain Company-owned restaurants and (iii) the closing of 16 restaurants since December 30, 2018.

The decrease in Restaurant sales was partially offset by the opening of six new restaurants not included in our comparable restaurant sales base.

Restaurant sales during the thirteen weeks ended June 28, 2020 was primarily due to significantly lower comparable restaurant sales principally attributable to the COVID-19 pandemic and the closure of 34 restaurants since March 31, 2019.

The decrease in U.S.

Restaurant sales during the twenty-six weeks ended June 28, 2020 was primarily due to:

(i) significantly lower comparable restaurant sales principally attributable to the COVID-19 pandemic, (ii) the closure of 40 restaurants since December 30, 2018 and (iii) refranchising of certain Company-owned restaurants.

The decrease in Restaurant sales was partially offset by the opening of eight new restaurants not included in our comparable restaurant sales base.

Income from operations

Th e decrease in U.S.

income from operations generated during the thirteen weeks ended June 28, 2020 as compared to the thirteen weeks ended June 30, 2019, was primarily due to:

These losses were partially offset by:

(i) reduced operating, advertising and utilities expense and (ii) cost savings from waste reduction initiatives.

The decrease in U.S.

income from operations generated during the thirteen weeks ended March 29, 2020 as compared to the thirteen weeks ended March 31, 2019 , was primarily due to:

income from operations generated during the twenty-six weeks ended June 28, 2020, as compared to income from operations during the twenty-six weeks ended June 30, 2019 was primarily due to:

(i) significantly lower comparable restaurant sales and costs incurred in connection with the COVID-19 pandemic,

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

including asset impairment charges, incremental delivery related costs and relief pay (net of tax credits) and (ii) higher labor costs and commodity inflation.

These losses were partially offset by reduced operating, utilities and advertising expense.

International Segment

THIRTEEN WEEKS ENDED

(dollars in thousands)

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 28, 2020 JUNE 30, 2019 JUNE 28, 2020 JUNE 30, 2019

Restaurant sales $ 39,494 $ 105,071 $ 150,842 $ 215,900

2 unchanged sentences

Restaurant-level operating margin (21.8) % 18.4 % 8.0 % 20.4 %

Income from operations

Operating income margin

(Loss) income from operations $ (17,070) $ 6,909 $ (10,283) $ 20,629

Operating (loss) income margin (41.3) % 6.4 % (6.6) % 9.3 %

Restaurant sales

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

(dollars in millions)

THIRTEEN WEEKS ENDED

For the period ended March 31, 2019

Restaurant openings

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

(dollars in millions) THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

For the periods ended June 30, 2019 $ 105.1 $ 215.9

Comparable restaurant sales (59.4) (55.6)

1 unchanged sentence

Restaurant closures (0.5) (1.6)

For the period ended March 29, 2020

Restaurant openings 2.6 10.8

For the periods ended June 28, 2020 $ 39.5 $ 150.8

The decrease in international Restaurant sales during the thirteen weeks ended June 28, 2020 was primarily due to significantly lower comparable restaurant sales principally attributable to the COVID-19 pandemic and the effect of foreign currency translation of the Brazilian Real relative to the U.S.

The decrease in Restaurant sales was partially offset by the opening of 18 new restaurants not included in our comparable restaurant sales base.

The decrease in international Restaurant sales during the twenty-six weeks ended June 28, 2020 was primarily due to significantly lower comparable restaurant sales principally attributable to the COVID-19 pandemic and the effect of foreign currency translation of the Brazilian Real relative to the U.S.

The decrease in Restaurant sales was partially offset by the opening of 20 new restaurants not included in our comparable restaurant sales base.

Income from operations

The decrease in international income from operations during the thirteen weeks ended June 28, 2020 as compared to the thirteen weeks ended June 30, 2019 was primarily due to:

(i) significantly lower comparable restaurant sales and costs incurred in connection with the COVID-19 pandemic, including incremental delivery related costs and inventory obsolescence and (ii) commodity inflation.

These decreases were partially offset by reduced utility, operating, rent and advertising expense and lower labor costs.

The decrease in international income from operations during the twenty-six weeks ended June 28, 2020 as compared to the twenty-six weeks ended June 30, 2019 was primarily due to:

(i) significantly lower comparable restaurant sales and costs incurred in connection with the COVID-19 pandemic, including inventory obsolescence

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

The slight increase in international Restaurant sales during the thirteen weeks ended March 29, 2020 was primarily due to the opening of 18 new restaurants not included in our comparable restaurant sales base and higher comparable restaurant sales.

The increase in Restaurant sales was partially offset by the effect of foreign currency translation of the Brazilian Real relative to the U.S.

Outback Steakhouse Brazil results are reported on a one-month lag and are presented on a calendar basis.

Restaurant sales for Brazil during the first fiscal quarter of 2020 (through February 29, 2020) do not include any material impact from the COVID-19 pandemic.

Income from operations

The decrease in international income from operations during the thirteen weeks ended March 29, 2020 as compared to the thirteen weeks ended March 31, 2019 was primarily due to:

(i) costs incurred in connection with the COVID-19 pandemic, including asset impairment and other charges, (ii) lower comparable restaurant sales in Hong Kong as a result of COVID-19, (iii) changes in product mix in Brazil and (iv) commodity inflation.

These decreases were partially offset by higher comparable restaurant sales and lower advertising expense in Brazil.

and incremental delivery related costs and (ii) commodity inflation.

These decreases were partially offset by reduced advertising, utility and rent expense and lower labor costs.

Non-GAAP Financial Measures

5 unchanged sentences

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

(dollars in millions)

MARCH 29, 2020

MARCH 31, 2019

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 30, 2019 JUNE 28, 2020 JUNE 30, 2019

Outback Steakhouse $ 58 $ 125 $ 174 $ 263

1 unchanged sentence

Bonefish Grill 1 3 4 7

total $ 65 $ 142 $ 195 $ 287

International

Outback Steakhouse-South Korea $ 56 $ 47 $ 110 $ 104

Other 4 26 26 53

International total $ 60 $ 73 $ 136 $ 157

8 unchanged sentences

THIRTEEN WEEKS ENDED

MARCH 29, 2020

MARCH 31, 2019

JUNE 28, 2020 JUNE 30, 2019

GAAP ADJUSTED (1) U.S.

GAAP ADJUSTED

Restaurant sales 100.0 % 100.0 % 100.0 % 100.0 %

3 unchanged sentences

Restaurant-level operating margin 2.1 % 2.7 % 15.0 % 15.0 %

TWENTY-SIX WEEKS ENDED

JUNE 28, 2020 JUNE 30, 2019

GAAP ADJUSTED (1) U.S.

GAAP ADJUSTED

Restaurant sales 100.0 % 100.0 % 100.0 % 100.0 %

Cost of sales 31.8 % 31.4 % 31.4 % 31.4 %

Labor and other related 32.7 % 32.7 % 29.3 % 29.3 %

Other restaurant operating 27.0 % 27.0 % 23.2 % 23.2 %

Restaurant-level operating margin 8.4 % 8.9 % 16.1 % 16.1 %

_________________

Includes unfavorable (favorable) adjustments recorded in Other restaurant operating expense (unless otherwise noted below) for the following activities, as described in the Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share table below for the period indicated:

THIRTEEN WEEKS ENDED

(dollars in millions)

MARCH 29, 2020

(1) Includes unfavorable (favorable) adjustments recorded in Other restaurant operating expense (unless otherwise noted below) for the following activities, as described in the Adjusted (loss) income from operations, Adjusted net (loss) income and Adjusted diluted (loss) earnings per share table below for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 28, 2020 JUNE 28, 2020

Restaurant and asset impairments and closing costs $ — $ 2.8

2 unchanged sentences

$ (3.7) $ (7.2)

Adjustments recorded in Cost of sales.

_________________

(1) Includes $1.2 million and $7.3 million of adjustments for the thirteen and twenty-six weeks ended June 28, 2020, respectively, recorded in Cost of sales.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share

THIRTEEN WEEKS ENDED

(in thousands, except per share data)

MARCH 29, 2020

MARCH 31, 2019

Adjusted (loss) income from operations, Adjusted net (loss) income and Adjusted diluted (loss) earnings per share

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(in thousands, except per share data) JUNE 28, 2020 JUNE 30, 2019 JUNE 28, 2020 JUNE 30, 2019

(Loss) income from operations $ (111,912) $ 43,460 $ (153,480) $ 125,954

6 unchanged sentences

Total income from operations adjustments $ 32,757 $ 3,739 $ 101,838 $ 9,757

Adjusted income from operations

Adjusted operating income margin

Adjusted (loss) income from operations $ (79,155) $ 47,199 $ (51,642) $ 135,711

Adjusted operating (loss) income margin (13.7) % 4.6 % (3.3) % 6.3 %

Net (loss) income attributable to common stockholders $ (92,256) $ 29,021 $ (130,363) $ 93,321

Income from operations adjustments

(Loss) income from operations adjustments 32,757 3,739 101,838 9,757

Amortization of debt discount (5) 1,379 — 1,379 —

Total adjustments, before income taxes 34,136 3,739 103,217 9,757

2 unchanged sentences

Net adjustments 27,662 3,326 78,244 8,525

Adjusted net income

Adjusted net (loss) income $ (64,594) $ 32,347 $ (52,119) $ 101,846

Diluted (loss) earnings per share attributable to common stockholders (8) $ (1.05) $ 0.32 $ (1.49) $ 1.02

Adjusted diluted earnings per share

Basic weighted average common shares outstanding

Adjusted diluted (loss) earnings per share (8) $ (0.74) $ 0.36 $ (0.60) $ 1.11

Diluted weighted average common shares outstanding (8) 87,496 90,953 87,312 91,807

_________________

Represents costs incurred in connection with the economic impact of the COVID-19 pandemic, primarily consisting of fixed asset and right-of-use asset impairments, inventory obsolescence and spoilage, contingent lease liabilities and current expected credit losses.

See Note 2 - COVID-19 Impact of the Notes to Consolidated Financial Statement for additional details regarding the impact of the COVID-19 pandemic on our financial results.

(1) Represents costs incurred in connection with the economic impact of the COVID-19 pandemic, primarily consisting of fixed asset and right-of-use asset impairments, restructuring charges, inventory obsolescence and spoilage, contingent lease liabilities and current expected credit losses.

See Note 2 - COVID-19 Charges of the Notes to Consolidated Financial Statements for additional details regarding the impact of the COVID-19 pandemic on our financial results.

(2) Relates to severance and other costs incurred as a result of transformational and restructuring activities.

(3) Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program.

Includes a lease termination gain of $2.8 million in 2020 and asset impairment charges and related costs primarily related to approved closure and restructuring initiatives in 2019.

(4) Includes a lease termination gain of $2.8 million during the twenty-six weeks ended June 28, 2020 and asset impairment charges and related costs primarily related to approved closure and restructuring initiatives in 2019.

(5) Represents the amortization of the debt discount related to the issuance of the 2025 Notes.

See Note 12 - Convertible Senior Notes of the Notes to Consolidated Financial Statements for details.

(6) Represents income tax effect of the adjustments for the periods presented.

(7) Represents consideration paid in excess of the carrying value for the redemption of preferred stock of our Abbraccio subsidiary.

Due to the GAAP net loss, the effect of dilutive securities was excluded from the calculation of GAAP diluted (loss) earnings per share for the thirteen weeks ended March 29, 2020.

For adjusted diluted earnings per share, the calculation includes 834 dilutive shares for the thirteen weeks ended March 29, 2020.

(8) Due to the net loss, the effect of dilutive securities was excluded from the calculation of diluted (loss) earnings per share for the thirteen and twenty-six weeks ended June 28, 2020.

BLOOMIN’ BRANDS, INC.

2 unchanged sentences

Liquidity and Capital Resources

Typically, cash flows generated from operating activities are our principal source of liquidity, which we use for operating expenses, payments on our debt, remodeling or relocating older restaurants, obligations related to our deferred compensation plans and investments in technology.

All of our restaurants are currently operating at reduced capacities or off-premises only due to the COVID-19 pandemic and may not be able to generate sufficient cash from operations to cover all of our projected expenditures.

Typically, 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, payments on our debt, remodeling or relocating older restaurants, obligations related to our deferred compensation plans and investment in technology.

Substantially all of our restaurants are currently operating at reduced capacities or, in some cases, off-premises only due to the COVID-19 pandemic which has negatively impacted our operating cashflows.

In response to the COVID-19 pandemic, we have tightly managed expenses while prioritizing supporting our workforce and our off-premises business.

2 unchanged sentences

• we significantly reduced marketing and tightly managed other expenses;

we deferred nearly all capital expenditures other than maintenance to support off-premises business;

• we substantially limited capital expenditures to facility maintenance in support of our off-premises business;

• we engaged in constructive dialogue with our landlords regarding rent abatements and deferrals.

our CEO has agreed to forego substantially all base salary and our Board has agreed to forego all cash retainers until further notice.

The above actions are in addition to the significant cost cutting measures for fiscal 2020 that we announced and implemented earlier in the year.

1 unchanged sentence

In May 2020, we issued $230.0 million aggregate principal amount of 5.00% convertible senior notes due 2025.

Net proceeds from this offering were approximately $221.4 million , after deducting the initial purchaser’s discounts and commissions and our offering expenses.

We intend to use the net proceeds of this offering for general corporate purposes.

See “ Convertible Notes” below for additional details regarding the convertible senior notes.

Cash and Cash Equivalents - As of March 29, 2020 , we had $403.4 million in cash and cash equivalents, of which $32.2 million was held by foreign affiliates.

Net proceeds from the 2025 Notes were approximately $221.6 million, after deducting the initial purchaser’s discounts and commissions and our offering expenses.

See “ 2025 Notes” below for additional details regarding the convertible senior notes.

In June 2020, we repaid $360.0 million on our revolving credit facility with cash on hand, a portion of which was proceeds from the 2025 Notes.

Cash and Cash Equivalents - As of June 28, 2020, we had $181.4 million in cash and cash equivalents, of which $26.7 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.

On April 21, 2020 we made a $12.5 million cash distribution to our Brazil subsidiary for general operational purposes.

As of March 29, 2020 , we had aggregate accumulated foreign earnings of approximately $81.1 million .

As of June 28, 2020, we had aggregate accumulated foreign earnings of approximately $54.8 million.

This amount consisted primarily of historical earnings from 2017 and prior that were previously taxed in the U.S.

3 unchanged sentences

These amounts are no longer considered indefinitely reinvested in our foreign subsidiaries.

Closure Initiatives - Total aggregate future undiscounted cash expenditures of $11.9 million to $14.5 million related to lease liabilities for certain closure initiatives are expected to occur over the remaining lease terms with the final term ending in January 2029 .

Capital Expenditures - We estimate that our capital expenditures will total approximately $100.0 million to $110.0 million in 2020 .

The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things, including restrictions imposed by our borrowing arrangements.

Closure and Restructuring Initiatives - Total aggregate future undiscounted cash expenditures of $12.1 million to $14.8 million related to lease liabilities for certain closure and restructuring initiatives are expected to occur over the remaining lease terms through January 2029.

Capital Expenditures - We estimate that our capital expenditures will total approxim ately $100.0 million to $110.0 million in 2020.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

arrangements.

Under the Amended Credit Agreement, we are limited to $100.0 million of aggregate capital expenditures for the four fiscal quarters through March 28, 2021.

Credit Facilities - As of March 29, 2020 , we had $1.4 billion of outstanding borrowings under our Senior Secured Credit Facility.

We continue to evaluate whether we will make further payments of our outstanding debt ahead of scheduled maturities.

Credit Facilities - As of June 28, 2020, we had $1.3 billion of outstanding borrowings under our Senior Secured Credit Facility and 2025 Notes.

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)

REVOLVING FACILITY

SENIOR SECURED CREDIT FACILITY TOTAL CREDIT FACILITIES

(dollars in thousands) TERM LOAN A REVOLVING FACILITY 2025 NOTES

Balance as of December 29, 2019 $ 450,000 $ 599,000 $ — $ 1,049,000

1 unchanged sentence

2020 payments (12,500) (489,000) — (501,500)

Balance as of March 29, 2020

Weighted-average interest rate, as of March 29, 2020

Principal maturity date

November 2022

As of March 29, 2020 , we had $4.8 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $20.2 million .

Balance as of June 28, 2020 $ 437,500 $ 615,000 $ 230,000 $ 1,282,500

Weighted-average interest rate, as of June 28, 2020 2.90 % 2.89 % 5.00 %

Principal maturity date November 2022 November 2022 May 2025

As of June 28, 2020, we had $364.8 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $20.2 million.

Amended Credit Agreement - On May 4, 2020, we and OSI, as co-borrowers, entered into the Amended Credit Agreement which provides relief for the financial covenant to maintain a specified quarterly TNLR.

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The Amended Credit Agreement waives the TNLR requirement for the remainder of fiscal year 2020 and requires a TNLR based on a seasonally annualized calculation of Consolidated EBITDA not to exceed the following thresholds for the periods indicated:

QUARTERLY PERIOD ENDED

MAXIMUM RATIO

March 28, 2021 (1)

June 27, 2021 (2)

September 26, 2021 and thereafter (3)

QUARTERLY PERIOD ENDED MAXIMUM RATIO

March 28, 2021 (1) 5.50 to 1.00

June 27, 2021 (2) 5.00 to 1.00

September 26, 2021 and thereafter (3) 4.50 to 1.00

________________

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We are also prohibited from making certain restricted payments, investments or acquisitions until after September 26, 2021, with an exception for investments in our foreign subsidiaries which are capped at $27.5 million.

Interest rates under the Amended Credit Agreement are 275 and 175 basis points above the Eurocurrency Rate and Base Rate, respectively, and letter of credit fees and fees for the daily unused availability under the revolving credit facility are 2.75% and 0.40% , respectively, subject to reversion to rates under the original credit agreement when we are in compliance with the TNLR covenant for the test period ending September 26, 2021 .

We are also subject to a 0% Eurocurrency floor under the Amended Credit Agreement.

Repurchasing shares of our outstanding common stock and paying dividends are also restricted until after September 26, 2021 under the terms of the Amended Credit Agreement.

Interest rates under the Amended Credit Agreement are 275 and 175 basis points above the Eurocurrency Rate and Base Rate, respectively, and letter of credit fees and fees for the daily unused availability under the revolving credit facility are 2.75% and 0.40%, respectively, subject to reversion to rates under the original credit agreement when we

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

are in compliance with the TNLR covenant for the test period ending September 26, 2021.

We are also subject to a 0% Eurocurrency floor under the Amended Credit Agreement.

The Amended Credit Agreement contains term loan mandatory prepayment requirements of 50% of our annual excess cash flow (as defined in the Amended Credit Agreement) after December 27, 2020.

The amount outstanding required to be prepaid may vary based on our leverage ratio and year end results.

Other than the annual required minimum amortization premiums of $28.1 million , we do not anticipate any other payments will be required through March 28, 2021.

As of March 29, 2020 and December 29, 2019 , 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.

Convertible Notes - On May 8, 2020, we completed a $200.0 million principal amount private offering of 5.00% convertible senior notes due 2025 and on May 12, 2020 , issued an additional $30.0 million principal amount in connection with the overallotment option granted to the initial purchasers as part of the offering.

Other than the annual required minimum amortization premiums of $31.3 million, we do not anticipate any other payments will be required through June 27, 2021.

As of June 28, 2020 and December 29, 2019, we were in compliance with our debt covenants.

We believe that we will remain in compliance with our debt cov enants during the next 12 months.

2025 Notes - On May 8, 2020, we completed a $200.0 million principal amount private offering of 5.00% convertible senior notes due 2025 and on May 12, 2020, issued an additional $30.0 million principal amount in connection with the option granted to the initial purchasers as part of the offering.

The 2025 Notes will mature on May 1, 2025, unless earlier converted, redeemed or purchased by us.

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We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate.

We expect to settle the principal amount of our outstanding convertible senior notes in cash and any excess in shares.

Net proceeds from this offering were approximately $221.6 million, after deducting the initial purchaser’s discounts and commissions and our offering expenses.

We intend to use the net proceeds of this offering for general corporate purposes.

Convertible Note Hedge and Warrant Transactions - In connection with the offering of the 2025 Notes , we entered into Convertible Note Hedge Transactions with the Hedge Counterparties.

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The portion of the net proceeds from our offering of the 2025 Notes that was used to pay the premium on the Convertible Note Hedge Transactions (calculated after taking into account our proceeds from the Warrant Transactions) was approximately $19.6 million.

See Note 20 - Subsequent Events of the Notes to Consolidated Financial Statements for additional details regarding the convertible senior notes and related hedge and warrant transactions.

See Note 12 - Convertible Senior Notes of the Notes to Consolidated Financial Statements for additional details regarding the convertible senior notes and related hedge and warrant transactions.

BLOOMIN’ BRANDS, INC.

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SUMMARY OF 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:

THIRTEEN WEEKS ENDED

(dollars in thousands)

MARCH 29, 2020

MARCH 31, 2019

Net cash provided by operating activities

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

TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 28, 2020 JUNE 30, 2019

Net cash (used in) provided by operating activities $ (3,313) $ 132,443

Net cash used in investing activities (48,001) (73,854)

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Effect of exchange rate changes on cash and cash equivalents (2,955) (157)

Net increase in cash, cash equivalents and restricted cash

Operating activities - Net cash provided by operating activities decreased during the thirteen weeks ended March 29, 2020 , as compared to the thirteen weeks ended March 31, 2019 primarily due to a decrease in net restaurant sales as a result of the COVID-19 pandemic and relief payments made to employees.

These decreases were partially offset by the following:

(i) the timing of payments, (ii) the timing of collections of receivables and (iii) lower inventory purchases.

Investing activities - Net cash used in investing activities during the thirteen weeks ended March 29, 2020 and March 31, 2019 primarily consisted of capital expenditures.

Financing activities - Net cash provided by financing activities during the thirteen weeks ended March 29, 2020 primarily consisted of drawdowns on our revolving credit facility, net of repayments, partially offset by the following:

(i) payment of cash dividends on our common stock, (ii) the repayment of long-term debt and (iii) partner equity plan payments.

Net cash used in financing activities during the thirteen weeks ended March 31, 2019 primarily consisted of the following:

(i) payment of cash dividends on our common stock, (ii) the repayment of long-term debt, (iii) partner equity plan payments, (iv) repayments of our revolving credit facility, net of drawdowns and (v) tax payments related to share-based compensation.

Net increase (decrease) in cash, cash equivalents and restricted cash $ 115,386 $ (4,983)

Operating activities - Net cash (used in) provided by operating ac tivities decreased du ring the twenty-six weeks ended June 28, 2020, as compared to the twenty-six weeks ended June 30, 2019 primarily due to a decrease in net restaurant sales and relief payments made to employees, net of employee retention tax credits as a result of the COVID-19 pandemic.

These decreases were partially offset by:

(i) decreased variable operating costs as a result of lower net restaurant sales, (ii) decreased rent payments, (iii) the timing of collections of receivables, (iv) deferral of payroll tax payments as a result of the CARES Act, (v) lower inventory purchases and (vi) lower income tax and interest payments.

Investing activities - Net cash used in investing activities during the twenty-six weeks ended June 28, 2020 primarily consisted of capital expenditures, partially offset by withdrawals from company-owned life insurance policies.

Net cash used in investing activities during the twenty-six weeks ended June 30, 2019 primarily consisted of capital expenditures, partially offset by proceeds from sale-leasebac k transactions.

Financing activities - Net cash provided by financing activities during the twenty-six weeks ended June 28, 2020 primarily consisted of proceeds from issuance of convertible senior notes and related warrants transactions and drawdowns on our revolving credit facility, net of repayments, partially offset by:

(i) premium payments for Convertible Note Hedge Transactions, (ii) payment of cash dividends on our common stock, (iii) the repayment of long-term debt, (iv) issuance costs and financing fees in connection with our 2025 Notes and Amended Credit Agreement and (v) partner equity plan payments.

Net cash used in financing activities during the twenty-six weeks ended June 30, 2019 primarily consisted of:

(i) the repurchase of common stock, (ii) payment of cash dividends on our common stock, (iii) the repayment of long-term debt and (iv) partner equity plan payments.

Net cash used in financing activities was partially offset by drawdowns on our revolving credit facility, net of repayments.

FINANCIAL CONDITION

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

(dollars in thousands)

MARCH 29, 2020

DECEMBER 29, 2019

(dollars in thousands) JUNE 28, 2020 DECEMBER 29, 2019

Current assets $ 327,583 $ 340,468

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Working capital (deficit) $ (483,255) $ (621,553)

The change in net working capital (deficit) during the thirteen weeks ended March 29, 2020 is primarily due to cash proceeds from borrowings on our revolving credit facility with the corresponding liability recorded as Long-term debt, net on our Balance Sheet.

Working capital (deficit) includes:

(i) Unearned revenue primarily from unredeemed gift cards of $289.1 million and $369.3 million as of March 29, 2020 and December 29, 2019 , respectively, and (ii) current operating lease liabilities of $185.3 million and $171.9 million as of March 29, 2020 and December 29, 2019 , 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 are typically received before payment is due on our current liabilities, and our inventory turnover rates require

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

relatively low investment in inventories.

The change in net working capital (deficit) during the twenty-six weeks ended June 28, 2020 is primarily due to:

(i) cash proceeds from the issuance of the 2025 Notes, (ii) a decrease in Accounts payable due to lower vendor activity and capital expenditures in connection with COVID-19 and (iii) a decrease in Unearned revenue related to the seasonal fluctuation of the sale and redemption of gift cards.

Working capital (deficit) includes:

(i) Unearned revenue primarily from unredeemed gift cards of $293.6 million and $369.3 million as of June 28, 2020 and December 29, 2019, respectively, and (ii) current operating lease liabilities of $177.2 million and $171.9 million as of June 28, 2020 and December 29, 2019, 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).

Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obligations and to make capital expenditures.

Deferred Compensation Programs - The deferred compensation obligation due to managing and chef partners was $39.8 million and $49.0 million as of March 29, 2020 and December 29, 2019 , respectively.

Deferred Compensation Programs - The deferred compensation obligation due to managing and chef partners was $35.5 million and $49.0 million as of June 28, 2020 and December 29, 2019, respectively.

We invest in various corporate-owned life insurance policies (“COLI assets”), which are held within an irrevocable grantor or “rabbi” trust account for settlement of our obligations under the deferred compensation plans.

The rabbi trust is funded through our voluntary contributions.

The unfunded obligation for managing and chef partners’ deferred compensation was $0.3 million as of March 29, 2020 .

The unfunded obligation for managing and chef partners’ deferred compensation was $0.1 million as of June 28, 2020.

We use capital to fund the deferred compensation plans and currently expect cash funding of $9.0 million to $11.0 million for 2020.

We will also fund a portion of our 2020 obligation with $10.0 million withdrawn from our COLI assets.

We will also fund a portion of our 2020 obligation with $9.1 million expected to be withdrawn from our COLI assets in 2020.

Through June 28, 2020 we have withdrawn $5.4 million of COLI assets to fund deferred compensation plan obligations.

Actual funding of the deferred compensation obligations and future funding requirements may vary significantly depending on the actual performance compared to targets, timing of deferred payments of partner contracts, forfeiture rates, number of partner participants, growth of partner investments and our funding strategy.

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DIVIDENDS AND SHARE REPURCHASES

Dividends - In February 2020, the Board declared a quarterly cash dividend of $0.20 per share, payable on March 13, 2020.

Share Repurchases - We did not repurchase any shares of our outstanding common stock during the thirteen weeks ended March 29, 2020 .

Following is a summary of our dividends and share repurchases from fiscal year 2015 through March 29, 2020 :

(dollars in thousands)

DIVIDENDS PAID

SHARE REPURCHASES (1)

We did not pay dividends or repurchase any shares of our outstanding common stock during the thirteen weeks ended June 28, 2020.

The terms of our Amended Credit Agreement contain certain restrictions on cash dividends and share repurchases until after September 26, 2021 and we are compliant with our financial covenants.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Following is a summary of our dividends and share repurchases from fiscal year 2015 through June 28, 2020:

(dollars in thousands) DIVIDENDS PAID SHARE REPURCHASES (1) TOTAL

Fiscal year 2015 $ 29,332 $ 169,999 $ 199,331

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First fiscal quarter 2020 17,480 — 17,480

Total $ 178,225 $ 973,581 $ 1,151,806

________________

(1) Excludes share repurchases for the settlement of taxes related to equity awards of $180, $447, and $770 for fiscal years 2017, 2016 and 2015, respectively.

The terms of our Amended Credit Agreement contain certain restrictions on cash dividends and share repurchases until after September 26, 2021.

Recently Issued Financial Accounting Standards

For a description of recently issued Financial Accounting Standards that we adopted during the thirteen weeks ended March 29, 2020 and, that are applicable to us and likely to have material effect on our consolidated 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.

For a description of recently issued Financial Accounting Standards that we adopted during the twenty-six weeks ended June 28, 2020 and, that are applicable to us and likely to have material effect on our consolidated 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.

BLOOMIN’ BRANDS, INC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis