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Item 1. Business

2021-02-24 compared with 2020-02-26 · 219 added, 188 removed, 107 unchanged (79% of the section changed)

General and History - Bloomin’ Brands, Inc.

Bloomin’ Brands, Inc.

(“Bloomin’ Brands,” the “Company,” “we,” “us,” and “our” and similar terms mean Bloomin’ Brands, Inc.

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Our restaurant concepts range in price point and degree of formality from casual (Outback Steakhouse and Carrabba’s Italian Grill) to upscale casual (Bonefish Grill) and fine dining (Fleming’s Prime Steakhouse & Wine Bar).

As of December 29, 2019 , we owned and operated 1,173 restaurants and franchised 300 restaurants across 48 states, Puerto Rico, Guam and 21 countries.

The first Outback Steakhouse restaurant opened in 1988 and in 1996, we expanded the Outback Steakhouse concept internationally.

OSI Restaurant Partners, LLC (“OSI”), a wholly-owned subsidiary of Bloomin’ Brands, is our primary operating entity.

Our Segments - We consider our restaurant concepts and international markets to be operating segments, which reflects how we manage our business, review operating performance and allocate resources.

COVID-19 Pandemic Impact on Our Business

In March 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) to be a pandemic.

In an effort to contain and mitigate the spread of COVID-19, federal, state and local governmental authorities imposed dramatic restrictions on travel, group gatherings and non-essential activities, such as “social distancing” guidance, shelter-in-place orders and limitations on or full prohibitions of dine-in services.

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

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.

The temporary closure of our dining rooms and the limitations on seating capacity due to the COVID-19 pandemic has resulted in significantly reduced traffic in our restaurants which has negatively impacted our operating results.

In response to the COVID-19 pandemic, we have tightly managed expenses while prioritizing support of our workforce, off-premises business and the safe reopening of our restaurant dining rooms.

In addition, we have taken several precautionary measures to preserve liquidity, including suspending quarterly dividends and share repurchases, significantly reducing marketing and tightly managing other expenses, limiting capital expenditures and engaging with our landlords regarding amendments to our operating lease agreements.

As of December 27, 2020, we owned and operated 1,157 restaurants and franchised 317 restaurants across 47 states, Guam and 20 countries.

We consider our restaurant concepts and international markets to be operating segments, which reflects how we manage our business, review operating performance and allocate resources.

We aggregate our operating segments into two reportable segments, U.S.

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Following is a summary of reportable segments as of December 27, 2020:

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

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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

_________________

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Properties for disclosure of our restaurant count by country and territory.

BLOOMIN’ BRANDS, INC.

As of December 27, 2020, in our U.S.

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The Outback Steakhouse menu offers seasoned and seared or wood-fire grilled steaks, chops, chicken, seafood, pasta, salads and seasonal specials.

The menu also includes several specialty appetizers, including our signature Bloomin’ Onion ® , and desserts, together with full bar service.

The menu also offers a selection of specialty appetizers, including our signature Bloomin’ Onion ® , and desserts, together with full bar service.

Carrabba’s Italian Grill - Offering authentic Italian cuisine passed down from its founders’ family recipes, Carrabba’s Italian Grill uses high quality ingredients to prepare fresh and handmade dishes cooked to order in a lively exhibition kitchen.

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Guests are guided through an innovative, seasonal menu, with unique specials and locally-created “Neighborhood Catch” dishes as well as beef and chicken entrées, featuring high quality and fresh ingredients.

BLOOMIN’ BRANDS, INC.

The Bonefish Grill experience helps guests “Escape the Ordinary,” and is based on the premise of simplicity, consistency and a strong commitment to excellence at every level.

Fleming’s Prime Steakhouse & Wine Bar - Fleming’s Prime Steakhouse & Wine Bar is a contemporary steakhouse concept featuring prime cuts of beef, chops, fresh fish, seafood and poultry, salads and side dishes.

Guests will find a passion for steak and wine, reflected in an exceptional menu of hand-cut steaks, an award-winning list of wines by the glass, and seasonal menu selections showcasing locally-inspired chef dishes.

Guests will find a passion for steak and wine, reflected in an exceptional menu of hand-cut steaks and an award-winning list of wines by the glass.

The steak selection features USDA Prime corn-fed beef, both wet- and dry-aged for flavor and texture, in a variety of sizes and cuts.

International Segment

We have cross-functional, local management to support and grow restaurants in each of the countries where we have Company-owned operations.

We have local management to support and grow restaurants in each of the countries where we have Company-owned operations.

Our international operations are integrated with our corporate headquarters to leverage enterprise-wide capabilities, including marketing, finance, real estate, information technology, legal, human resources, supply chain management and productivity.

As of December 29, 2019 , in our international segment, we owned and operated 128 restaurants and franchised 127 restaurants across 21 countries, Puerto Rico and Guam.

As of December 27, 2020, in our international segment, we owned and operated 142 restaurants and franchised 151 restaurants across 20 countries and Guam.

Properties for disclosure of our international restaurant count by country and territory.

Outback Steakhouse - Our international Outback Steakhouse restaurants have a menu similar to our U.S.

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In addition to the traditional Outback Special sirloin, a typical international menu may feature local beef cuts such as the Aussie Grilled Picanha in Brazil.

Carrabba’s Italian Grill (Abbraccio Cucina Italiana) - Abbraccio Cucina Italiana, our Carrabba’s Italian Grill restaurant concept in Brazil, offers a blend of traditional and modern Italian dishes.

The menu varies, with additional pasta and pizza menu offerings, to account for local tastes and customs.

Carrabba’s Italian Grill (Abbraccio Cucina Italiana) - Abbraccio Cucina Italiana, our international Carrabba’s Italian Grill restaurant concept, offers a blend of traditional and modern Italian dishes.

The menu varies, with additional pasta and pizza offerings, to account for local tastes and customs.

Abbraccio Cucina Italiana also has a range of beverage options, including classically inspired cocktails and local favorites with an Italian twist.

Restaurant Overview

Selected Sales Data - Following is sales mix by product type and average check per person for Company-owned restaurants during 2019 :

INTERNATIONAL

Italian Grill

Bonefish Grill

Prime Steakhouse

Food & non-alcoholic beverage

Alcoholic beverage

Average check per person ($USD)

Average check per person (R$)

Delivery - During 2019, we completed the rollout of in-house delivery to substantially all Outback Steakhouse and the majority of Carrabba’s Italian Grill Company-owned restaurants.

In addition, in September 2019 Outback Steakhouse expanded its delivery platform through an exclusive third-party partnership with DoorDash, a national on-demand provider of door-to-door delivery services.

The rollout of DoorDash delivery was completed in October 2019.

Carrabba’s Italian Grill and certain Bonefish Grill restaurants also offer third-party delivery through leading national delivery services.

BLOOMIN’ BRANDS, INC.

Restaurant Development

We utilize the ownership structure and market entry strategy that best fits the needs for a particular market, including Company-owned units and franchises, as determined by demand, cost structure and economic conditions.

Development - We opportunistically pursue unit growth across our concepts through existing geography fill-in and market expansion opportunities.

During 2020, we continued to test and develop our first fast-casual concept, Aussie Grill.

Originally created for our international franchisees, Aussie Grill offers steak, burgers, chicken, ribs and salad with fast-casual convenience.

After successfully launching Aussie Grill internationally, we have added Company-owned locations in the U.S.

and in May 2020 opened the first free standing restaurant.

We plan to open four additional U.S.

Aussie Grill restaurants in 2021.

During 2020, we introduced Tender Shack, a virtual brand that leverages the kitchens of our existing restaurants for cooking and delivery, to certain markets in the U.S.

Tender Shack offers a high quality, very limited menu featuring chicken tenders, fries, cookies and drinks.

As of December 27, 2020, we had over 120 restaurants operating the Tender Shack virtual concept.

In February 2021, we completed the national rollout of Tender Shack which is now offered through 725 of our restaurants, primarily Outback Steakhouse and Carrabba’s Italian Grill.

International Development - We continue to pursue international expansion opportunities, leveraging established equity and franchise markets in South America and Asia, and in strategically selected emerging and high-growth developed markets, with a focus on Brazil.

During 2020, our franchisee in South Korea rolled out several “dark kitchens” which are food preparation and cooking facilities that are not located in a traditional retail space and are limited to delivery only.

Dark kitchens allow the expansion of our restaurant concepts into areas where traditional retail space is not available or cost prohibitive.

As of December 27, 2020, there were 19 dark kitchens operating in South Korea and additional locations are planned to open in 2021.

We are exploring opportunities to introduce dark kitchens to other markets.

BLOOMIN’ BRANDS, INC.

System-wide Restaurant Summary - Following is a system-wide rollforward of restaurants in operation during 2020:

2019 ACTIVITY

2019 2020 ACTIVITY DECEMBER 27,

OPENINGS CLOSURES OTHER COUNT

Number of restaurants:

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Company-owned 579 4 (15) — 568

Franchised 145 — (7) — 138

Total 724 4 (22) — 706 46

Carrabba’s Italian Grill

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Franchised 21 — — — 21

Total 225 — (5) — 220 29

Bonefish Grill

Company-owned 190 — (10) — 180

Fleming’s Prime Steakhouse & Wine Bar

Franchised 7 — — — 7

Total 197 — (10) — 187 31

Fleming’s Prime Steakhouse and Wine Bar

Company-owned 68 — (5) — 63 25

Company-owned (1) 4 1 — — 5 1

total 1,218 5 (42) — 1,181

International:

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Outback Steakhouse—Brazil (2) 99 10 — — 109

Other (3) 29 5 (1) — 33

Outback Steakhouse—South Korea (3) 72 27 (4) — 95

Other (1) 55 4 (3) — 56

International total 255 46 (8) — 293

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In 2019, we sold 18 Carrabba’s Italian Grill locations, which are now operated as franchises.

Company-owned and International Franchised Other each include three fast-casual Aussie Grill locations as of December 27, 2020.

(2) The restaurant counts for Brazil are reported as of November 30, 2020 and 2019, respectively, to correspond with the balance sheet dates of this subsidiary.

RESTAURANT DESIGN AND DEVELOPMENT

Site Design - We generally construct freestanding buildings on leased properties, although certain leased sites are also located in strip shopping centers.

Construction of a new restaurant typically takes 60 to 180 days from the date the location is leased or under contract and fully permitted.

In the majority of cases, future restaurant development will result from the lease of existing third-party retail space.

We typically design the interior of our restaurants in-house, utilizing outside architects to develop construction documents.

We have an ongoing remodel program across all of our concepts to maintain the relevance of our restaurants’ ambiance.

Site Selection Process - We have a central site selection team comprised of real estate development, property/lease management and design and construction personnel.

This site selection team also utilizes a combination of existing field operations managers, internal development personnel and outside real estate brokers to identify and qualify potential sites.

BLOOMIN’ BRANDS, INC.

We have a relocation initiative in process, primarily related to the U.S.

Outback Steakhouse brand.

This multi-year relocation plan is focused on driving additional traffic to our restaurants by moving legacy restaurants to prime locations within the same trade area.

During 2019, we relocated 11 U.S.

Outback Steakhouse restaurants and plan to relocate another nine U.S.

Outback Steakhouse restaurants in 2020.

Restaurant Development

We utilize the ownership structure and market entry strategy that best fits the needs for a particular market, including Company-owned units, joint ventures and franchises, as determined by demand, cost structure and economic conditions.

Development - We opportunistically pursue unit growth across our concepts through existing geography fill-in and market expansion opportunities based on current location mix.

Properties for disclosure of our international restaurant count by country and territory.

RESEARCH & DEVELOPMENT / INNOVATION

We utilize a global core menu policy to ensure consistency and quality in our menu offerings.

Before we add an item to the core menu, our research and development (“R&D”) team performs a thorough review of the item, including conducting consumer research.

Internationally, we have teams in our developed markets that tailor our menus to address the preferences of local consumers.

We continuously evolve our product offerings based on consumer trends and feedback.

We have a 12-month pipeline of new menu and promotional items across all concepts that allows us to quickly make adjustments in response to market demands, when necessary.

In addition, we continue to focus on productivity across the portfolio.

For new menu items and significant product changes, we have a testing process that includes direct consumer feedback on the product and its pricing.

Menu innovation and simplification remains a high priority across all concepts.

In recent years, we increased certain portion sizes at Outback Steakhouse and Carrabba’s Italian Grill and introduced a new center-cut filet at Outback Steakhouse.

At Bonefish Grill, we source fresh fish specials locally with our “Neighborhood Catch” dishes.

During 2019, Fleming’s Prime Steakhouse & Wine Bar began offering selections through its “Chef’s Table” which features chef driven local menu selections to differentiate the brand from the traditional high-end steakhouse.

INFORMATION SYSTEMS

We leverage technology to support such areas as digital marketing and customer engagement, business analytics and decision support, restaurant operations and productivity initiatives related to optimizing our staffing, food waste management and supply chain efficiency.

To drive customer engagement, we continue to invest in data and technology infrastructure, including brand websites, digital marketing, online ordering and mobile apps.

To increase customer convenience, we are leveraging our online ordering infrastructure to facilitate expanded off-premises dining including our own delivery fleet and systems.

Additionally, we developed systems to support our customer loyalty program with a focus on increasing traffic to our restaurants.

In recent years, investments have also been made in a global supply chain management system to provide better inventory forecasting and replenishment to our restaurants, which helps us manage food quality and cost.

We also continue to invest in a range of tools and infrastructure to support risk management and cyber security.

Our integrated point-of-sale system allows us to transact business in our restaurants and communicate sales data through a secure corporate network to our enterprise resource planning system and data warehouse.

Our Company-owned

BLOOMIN’ BRANDS, INC.

restaurants, and most of our franchised restaurants, are connected through a portal that provides our employees and franchise partners with access to business information and tools that allow them to collaborate, communicate, train and share information.

We maintain a robust system to ensure network security and safeguard against data loss.

Risk Factors for additional discussion of our cyber security measures.

ADVERTISING AND MARKETING

We advertise through a diverse set of media channels including but not limited to national/spot television, radio, social media, search engines and other digital tactics.

Our concepts have active public relations programs and also rely on national promotions, site visibility, local marketing, digital marketing, direct mail, billboards and point-of-sale materials to promote our restaurants.

Recently, we increased our focus on data segmentation and personalization, customer relationship management and digital advertising to be more efficient and relevant with our advertising expenditures.

Internationally, we have teams in our developed markets that engage local agencies to tailor advertising to each market and develop relevant and timely promotions based on local consumer demand.

Our multi-branded loyalty program, Dine Rewards, is designed to drive incremental traffic and provide data for customer segmentation and personalization opportunities.

Additionally, to help maintain consumer interest and relevance, each concept leverages limited-time offers featuring seasonal specials.

We promote limited-time offers through integrated marketing programs that utilize all of our advertising resources.

RESTAURANT OPERATIONS

Management and Employees - The restaurant management staff varies by concept and restaurant size.

Our restaurants employ primarily hourly employees, many of whom work part-time.

The Restaurant Managing Partner has primary responsibility for the day-to-day operation of the restaurant and is required to follow Company-established operating standards.

Area Operating Partners for our casual dining concepts are typically responsible for overseeing the operations of six to 12 restaurants and Restaurant Managing Partners within a specific region.

In addition to base salary, Area Operating Partners, Restaurant Managing Partners and Chef Partners generally receive performance-based bonuses for providing management and supervisory services to their restaurants, certain of which may be based on a percentage of their restaurants’ monthly operating results or cash flows and/or total controllable income .

Restaurant Managing Partners and Chef Partners in the U.S.

may also participate in deferred compensation and other performance-based compensation programs.

To fund deferred compensation arrangements, we may invest in corporate-owned life insurance policies, which are held within an irrevocable grantor or “rabbi” trust account for settlement of certain of our obligations under the deferred compensation plans.

Many of our international Restaurant Managing Partners are given the option to purchase participation interests in the cash distributions of the restaurants they manage.

The amount, terms and availability vary by country.

Supervision and Training - We require our Area Operating Partners and Restaurant Managing Partners to have significant experience in the full-service restaurant industry.

All Area Operating Partners and Restaurant Managing Partners are required to complete a comprehensive training program that emphasizes our operating strategy, procedures and standards.

The Restaurant Managing Partners and Area Operating Partners, together with our Presidents, Regional Vice Presidents, Vice Presidents of Training and Directors of Training, are responsible for selecting and training the employees for each new restaurant.

Service - In order to better assess and improve our performance, we utilize satisfaction measurement programs that provide us with industry benchmarking information for our Company-owned locations in the U.S.

For all other locations, we use various customer satisfaction measures to assess and improve our performance.

(3) As of December 27, 2020, we had 20 international dark kitchens that offer delivery only.

One of these locations was included within Company-owned Other and 19 were included in Franchised Outback Steakhouse - South Korea.

The restaurant industry is highly competitive with a substantial number of restaurant operators that compete directly and indirectly with us in respect to price, service, location and food quality, and there are other well-established competitors with significant financial and other resources.

There is also active competition for management personnel, attractive suitable real estate sites, supplies and restaurant employees.

In addition, competition is influenced strongly by marketing and brand reputation.

At an aggregate level, all major casual dining restaurants in markets in which we operate would be considered competitors of our concepts.

We also face growing competition from the supermarket industry which offers expanded selections of prepared meals.

In addition, improving product offerings and convenience options from quick service and fast-casual restaurants and the expansion of home delivery services, together with negative economic conditions, could cause consumers to choose less expensive alternatives than our restaurants.

Internationally, we face increasing competition due to an increase in the number of casual dining restaurant options in the markets in which we operate.

BLOOMIN’ BRANDS, INC.

SOURCING AND SUPPLY

Sourcing and Supply - We take a global approach to procurement and supply chain management, with our corporate team serving all U.S.

and international concepts.

In addition, we have dedicated supply chain management personnel for our international operations in South America and Asia.

The supply chain management organization is responsible for all food and operating supply purchases as well as a large percentage of purchases of field and corporate services.

We address the end-to-end costs associated with the products and goods we purchase by utilizing a combination of global, regional and local suppliers to capture efficiencies and economies of scale.

This “total cost of ownership” (“TCO”) approach focuses on the initial purchase price, coupled with the cost structure underlying the procurement and order fulfillment process.

The TCO approach includes monitoring commodity markets and trends to execute product purchases at the most advantageous times.

We have a distribution program that includes food, beverage, smallwares and packaging goods in all major markets.

This program is managed by a custom distribution company that only provides products approved for our system.

This customized relationship also enables our staff to effectively manage and prioritize our supply chain.

Beef represents the majority of purchased proteins.

In 2019 , we primarily purchased our U.S.

beef raw materials from four beef suppliers and our Brazil beef raw materials from two beef suppliers.

Due to the nature of our industry, we expect to continue purchasing a substantial amount of beef from a small number of suppliers.

Other major commodity categories purchased include produce, dairy, bread and pasta, and energy sources to operate our restaurants, such as natural gas and electricity.

Quality Control - Our R&D facility is located in Tampa, Florida and serves as a global test kitchen and vendor product qualification site.

Our quality assurance team manages internal auditors responsible for supplier evaluations and external third parties who inspect supplier adherence to quality, food safety and product specification.

We have a program that ensures suppliers comply with quality, food safety and other specifications.

Our suppliers also utilize third-party labs for food safety and quality verification.

We develop sourcing strategies for all commodity categories based on the dynamics of each category.

In addition, we require our supplier partners to meet or exceed our quality assurance standards.

Our operational teams have multiple touch points in the restaurants ensuring food safety, quality and freshness throughout all phases of the preparation process.

In addition, we employ third-party auditors to verify our standards of food safety, training and sanitation.

RESTAURANT OWNERSHIP STRUCTURES

We generate our revenues from our Company-owned restaurants and through ongoing royalties from our franchised restaurants and sales of franchise rights.

REVENUE GENERATING ACTIVITIES

We generate our revenues from our Company-owned restaurants and through sales of franchise rights and ongoing royalties and other fees from our franchised restaurants.

Company-owned Restaurants - Company-owned restaurants are restaurants wholly-owned by us or in which we have a majority ownership.

Our cash flows from entities in which we have a majority ownership are limited to the portion of our ownership.

The results of operations of Company-owned restaurants are included in our consolidated operating results and the portion of income or loss attributable to the noncontrolling interests is eliminated in our Consolidated Statements of Operations and Comprehensive Income .

We pay royalties that range from 0.5% to 1.5% of U.S.

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No continuing royalty fee is paid to the Carrabba’s Founders for Carrabba’s Italian Grill restaurants located outside the U.S.

BLOOMIN’ BRANDS, INC.

Following are sales by occasion, sales mix by product type and average check per person for Company-owned restaurants during 2020:

INTERNATIONAL

Steakhouse Carrabba’s

Italian Grill Bonefish Grill Fleming’s

Prime Steakhouse

& Wine Bar Outback

In-restaurant sales 59 % 57 % 75 % 84 % 75 %

Off-premises sales 41 % 43 % 25 % 16 % 25 %

100 % 100 % 100 % 100 % 100 %

Sales mix by product type:

Food & non-alcoholic beverage 94 % 90 % 82 % 80 % 91 %

Alcoholic beverage 6 % 10 % 18 % 20 % 9 %

100 % 100 % 100 % 100 % 100 %

Average check per person ($USD) $ 23 $ 21 $ 26 $ 80 $ 10

Average check per person (R$) R$ 47

Delivery - During 2019, we completed the rollout of in-house delivery for substantially all Outback Steakhouse and the majority of Carrabba’s Italian Grill Company-owned restaurants.

In addition, during 2019 we expanded our delivery platform through partnerships with leading national delivery services for our Outback Steakhouse, Carrabba’s Italian Grill and certain Bonefish Grill restaurants.

In March 2020, we pivoted to an off-premises only model in response to the COVID-19 pandemic.

While our dining rooms were closed in the U.S.

we were able to triple our off-premises sales per restaurant, and subsequent to reopening our restaurant dining rooms we have retained approximately 50% of the incremental volume achieved while our dining rooms were closed.

Unaffiliated Franchise Program - Our unaffiliated franchise agreements grant third parties rights to establish and operate a restaurant using one of our concepts.

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franchisees and range between $30,000 and $75,000 for international franchisees, depending on the market.

Some franchisees may also pay administration fees based on a percentage of gross restaurant sales.

Some franchisees may

BLOOMIN’ BRANDS, INC.

also pay advertising and administration fees based on a percentage of gross restaurant sales.

Following is a summary of royalty fee percentages based on our existing unaffiliated franchise agreements:

(as a % of gross Restaurant sales)

MONTHLY ROYALTY FEE PERCENTAGE

(as a % of gross Restaurant sales) MONTHLY ROYALTY FEE PERCENTAGE

franchisees (1) 3.50% - 5.75%

3.50% - 5.75%

International franchisees (2) 2.75% - 6.00%

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franchisees must also contribute a percentage of gross sales for national marketing programs and spend a certain percentage of gross sales on local advertising.

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(2) International franchisees must also spend a certain percentage of gross sales on local advertising, which varies depending on the market.

There is also active competition for management personnel, attractive suitable real estate sites, supplies and restaurant employees.

In addition, competition is influenced strongly by marketing and brand reputation.

At an aggregate level, all major casual dining restaurants in markets in which we operate would be considered competitors of our concepts.

We also face growing competition from the supermarket industry which offers expanded selections of prepared meals.

In addition, improving product offerings and convenience options from quick service and fast casual restaurants and the expansion of home delivery services, together with negative economic conditions, could cause consumers to choose less expensive alternatives.

Internationally, we face increasing competition due to an increase in the number of casual dining restaurant options in the markets in which we operate.

On December 27, 2020, we entered into an agreement (the “Resolution Agreement”) with Cerca Trova Southwest Restaurant Group, LLC (d/b/a Out West Restaurant Group) and certain of its affiliates (collectively, “Out West”), a franchisee of approximately 90 Outback Steakhouse restaurants in the western United States.

Under the terms of the agreement, advertising fees were reduced to 2.25% of gross sales until December 31, 2023 or upon the earlier occurrence of certain specified events, including the sale of all or substantially all of the assets or equity of Out West, bankruptcy or a liquidation event.

Out West also entered into a forbearance agreement with its lenders that, in conjunction with the Resolution Agreement which, among other things, provides for a pre-determined calculation of available monthly cash (“Available Cash”) that Out West may use to settle its obligations due to us and its lenders.

Under the Resolution Agreement, if Out West is unable to satisfy monthly royalty or advertising fees with Available Cash, such amounts will be automatically deferred under the Resolution Agreement.

See Note 4 - Revenue Recognition of the Notes to Consolidated Financial Statements for further details regarding the Resolution Agreement.

Sourcing and Supply - We take a global approach to procurement and supply chain management, with our corporate team serving all U.S.

and international concepts.

In addition, we have dedicated supply chain management personnel for our international operations in South America and Asia.

The supply chain management organization is responsible for all food and operating supply purchases as well as a large percentage of purchases of field and corporate services.

We address the end-to-end costs associated with the products and goods we purchase by utilizing a combination of global, regional and local suppliers to capture efficiencies and economies of scale.

This “total cost of ownership” (“TCO”) approach focuses on the initial purchase price, coupled with the cost structure underlying the procurement and order fulfillment process.

The TCO approach includes monitoring commodity markets and trends to execute product purchases at the most advantageous times.

We have a distribution program that includes food, beverage, smallwares and packaging goods in all major markets.

Where applicable, this program is managed by a custom distribution company that only provides products approved for our system.

This customized relationship also enables our staff to effectively manage and prioritize our supply chain.

Beef represents the majority of purchased proteins.

In 2020, we primarily purchased our U.S.

beef raw materials from four beef suppliers and our Brazil beef raw materials from two beef suppliers.

Due to the nature of our industry, we expect to continue purchasing a substantial amount of beef from a small number of suppliers.

Other major commodity categories purchased include produce, dairy, bread and pasta, and energy sources to operate our restaurants, such as natural gas and electricity.

BLOOMIN’ BRANDS, INC.

Information Systems - We leverage technology to support areas such as digital marketing and customer engagement, business analytics and decision support, restaurant operations and productivity initiatives related to optimizing our staffing, food waste management and supply chain efficiency.

To drive customer engagement, we continue to invest in data and technology infrastructure, including brand websites, digital marketing, online ordering and mobile apps.

To increase customer convenience, we are leveraging our online ordering infrastructure to facilitate expanded off-premises dining including our own delivery fleet and systems.

Additionally, we developed systems to support our customer loyalty program with a focus on increasing traffic to our restaurants.

In recent years, we have made investments in a global supply chain management system to improve inventory forecasting and replenishment in our restaurants, which helps us manage food quality and cost.

We also continue to invest in a range of tools and infrastructure to support risk management and cyber security.

Our Company-owned restaurants, and most of our franchised restaurants, are connected through a portal that provides our employees and franchise partners with access to business information and tools that allow them to collaborate, communicate, train and share information.

We maintain a robust system to ensure network security and safeguard against data loss.

Risk Factors for additional discussion of our cyber security measures.

Advertising and Marketing - We advertise through a diverse set of media channels including but not limited to national/spot television, radio, social media, search engines and other digital tactics.

Internationally, we have teams in our developed markets that engage local agencies to tailor advertising to each market and develop relevant and timely promotions based on local consumer demand.

Our multi-branded loyalty program, Dine Rewards, is designed to drive incremental traffic and provide data for customer segmentation and personalization opportunities.

Additionally, to help maintain consumer interest and relevance, each concept leverages limited-time offers featuring seasonal specials.

We promote limited-time offers through integrated marketing programs that utilize all of our advertising resources.

Restaurant Management - The Restaurant Managing Partner has primary responsibility for the day-to-day operation of the restaurant and is required to follow Company-established operating standards.

Area Operating Partners for our casual dining concepts oversee restaurant operations and Restaurant Managing Partners within a specific region.

Restaurant Managing Partners and Chef Partners in the U.S.

may also participate in deferred compensation and other performance-based compensation programs.

Many of our international Restaurant Managing Partners are given the option to purchase participation interests in the cash distributions of the restaurants they manage.

The amount, terms and availability vary by country.

BLOOMIN’ BRANDS, INC.

Trademarks - We regard our Outback ® , Outback Steakhouse ® , Carrabba’s Italian Grill ® , Bonefish Grill ® and Fleming’s Prime Steakhouse & Wine Bar ® service marks and our Bloomin’ Onion ® trademark as having significant value and as being important factors in the marketing of our restaurants.

We have also obtained trademarks and service marks for these and several of our other menu items and various advertising slogans both in the U.S.

and in other countries where we operate.

We are aware of names and marks similar to the service marks of ours used by other persons in certain geographic areas in which we have restaurants.

However, we believe such uses will not adversely affect us.

Our policy is to pursue registration of our marks in countries where we operate whenever possible and to vigorously oppose any infringement of our marks.

We also have registered domain names for each of our concepts.

We license the use of our registered trademarks to franchisees and third parties through franchise and license arrangements.

The franchise and license arrangements restrict franchisees’ and licensees’ activities with respect to the use of our trademarks and impose quality control standards in connection with goods and services offered in connection with the trademarks.

Our business is subject to seasonal fluctuations.

Historically, customer traffic patterns for our established U.S.

restaurants are generally highest in the first quarter of the year and lowest in the third quarter of the year.

International customer traffic patterns vary by market with Brazil historically experiencing minimal seasonal traffic fluctuations.

However, the COVID-19 pandemic may have an impact on consumer behaviors and customer traffic that may result in temporary changes in the seasonal fluctuations of our business.

Additionally, holidays and severe weather may affect sales volumes seasonally in some of our markets.

Risk Factors for discussion of risks related to seasonal and periodic fluctuations.

GOVERNMENT REGULATION

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Each of our restaurants is subject to licensing and regulation by a number of governmental authorities, which may include, among others, alcoholic beverage control, health and safety agencies, environmental and fire agencies in the state, municipality or country in which the restaurant is located.

- Alcoholic beverage sales represent 14% of our U.S.

- During 2020, various governmental bodies in the U.S.

have addressed the spread of COVID-19 by imposing limitations on business operations or recommending that residents adopt stringent “social distancing” measures.

Those formal and informal restraints, as well as consumer behavior, have materially affected the way we operate our business and serve our guests.

Alcoholic beverage sales represent ten percent of our U.S.

restaurant sales.

Alcoholic beverage control regulations require each of our restaurants to apply to a state authority and, in certain locations, county or municipal authorities for a license or permit to sell alcoholic beverages on the premises and, where applicable, a permit to provide service for extended hours and on Sundays.

At the onset of the COVID-19 pandemic, many state governors entered executive orders allowing restaurants to sell alcohol for carry-out or delivery.

In most jurisdictions, alcohol licenses for restaurants did not previously allow for off-premises sales.

Most of these executive orders remain in effect, with some states passing permanent legislation.

We are currently offering alcohol to go from certain locations from each of our restaurant concepts.

Our restaurant operations are also subject to federal and state laws for such matters as:

immigration, employment, minimum wages, overtime, tip credits, worker conditions and health care;

• immigration, employment, minimum wage, overtime, tip credits, worker conditions and health care;

• menu labeling and food safety;

• the Americans with Disabilities Act, which, among other things, requires our restaurants to meet federally mandated requirements for the disabled;

information security, privacy, cashless payments and gift cards.

BLOOMIN’ BRANDS, INC.

• information security, data privacy, anti-corruption/anti-bribery, cashless payments and gift cards.

International - Our restaurants outside of the U.S.

are subject to similar local laws and regulations as our U.S.

restaurants, including labor, food safety and information security.

In addition, we are subject to anti-bribery and anti-corruption laws and regulations.

are subject to similar regional and local laws and regulations as our U.S.

restaurants, including COVID-19-related mandates, labor, food safety, data privacy, anti-corruption/anti-bribery and information security.

See Item 1A - Risk Factors for a discussion of risks relating to federal, state, local and international regulation of our business.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Below is a list of the names, ages, positions and a brief description of the business experience of each of our executive officers as of February 14, 2020 .

Chief Executive Officer

Christopher Meyer

Executive Vice President, Chief Financial Officer

Kelly Lefferts

Executive Vice President, Chief Legal Officer and Secretary

Gregg Scarlett

Executive Vice President, Chief Operating Officer, Casual Dining Restaurants

Michael Stutts

Executive Vice President, Chief Customer Officer

HUMAN CAPITAL RESOURCES

Celebrating Our People – Team Members (our employees), guests, suppliers, and neighbors – have always been the heart of our Company’s culture, driven each day by our founding Principles & Beliefs, which include treating each individual as we would want to be treated.

We believe that creating exceptional guest experiences begins with providing a positive, supportive work environment that welcomes individual differences and allows employees to grow and have fun.

We focus on developing genuine, emotional guest connections through friendly service and high-quality food.

We embrace the communities we serve, from feeding first responders to supporting worthy causes, especially in the Tampa Bay area of Florida, home to our Restaurant Support Center.

Company Response to COVID-19 - In 2020, in response to the COVID-19 global crisis, we did not furlough any Team Members and provided $44.9 million of relief pay, excluding employee retention tax credits earned, for our field hourly Team Members who were impacted by closed dining rooms.

We also paid the employee portion of benefits premiums for Team Members who received relief pay.

In addition, Team Members who were quarantined or who had a personal illness related to COVID-19 received pay.

Oversight and Management - We are constantly working to improve how we support our Team Members.

As a part these efforts, we are assessing our overall racial diversity at Bloomin’ Brands as we strive to reflect the diversity of the communities we serve.

We actively engage and listen to our Team Members as they share personal perspectives that could serve as insight for others.

We have a Diversity & Inclusion Council comprising individuals across the Company, at all levels, to help guide, monitor, and reinforce short- and long-term diversity and inclusion goals.

We strive to improve in the following areas:

• Leadership & Talent:

attract, develop, and promote diverse employees who reflect our communities and at all levels of leadership.

This includes expanding our relationships with the Multicultural Foodservice & Hospitality Alliance and the Women’s Foodservice Forum to raise cultural awareness and encourage the promotion of diversity in our restaurants.

• Training & Education:

strengthen our training and education programs to include listening, sharing, and storytelling, conducting “real talk” sessions and continuing unconscious bias training.

• Financial Support:

donate to organizations dedicated to helping end racial injustice and creating opportunities for more inclusive communities.

We use surveys to seek feedback from our Team Members on a variety of topics that include, but are not limited to, confidence in leadership, our company culture and overall satisfaction with the Company.

We regularly monitor and evaluate turnover and attrition metrics throughout our management teams.

Annual strategic talent reviews and succession planning for executive-level roles, senior management and key restaurant leadership positions help ensure consistency in management talent quality.

We are committed to high standards of ethical, moral, and legal business conduct and strive to be an open and honest workplace, providing a positive work environment and fostering a culture of integrity and ethical decision-making.

To support this commitment, we have a Code of Conduct that applies to our directors, officers and employees, and we maintain an Ethics and Compliance Hotline (the “Hotline”), where violations and other workplace concerns can be reported.

Team Members can confidentially, and if desired, anonymously, use the

BLOOMIN’ BRANDS, INC.

Hotline to make a report on-line or to a live third-party operator in several languages, 24 hours a day, seven days a week.

Annually, we provide training and education to our salaried employees and most hourly employees with respect to our Code of Conduct, including our anti-corruption and anti-bribery policies.

Total Rewards - Our Total Rewards philosophy is to motivate and retain our Team Members by offering, what we believe to be competitive salary packages.

To align Team Member objectives with the Company and ultimately our shareholders, Bloomin’ Brands offers programs that reward long-term performance.

Additionally, we offer a well-rounded benefit package that includes the following, along with other benefits:

• Comprehensive health insurance coverage for Team Members working an average of 30 or more hours each week.

Our coverage includes wellness programs intended to support our Team Member’s health needs.

• The mental well-being of our Team Members is important to us.

During 2020, we worked with our health partners to offer additional Employee Assistance Program options.

We introduced virtual therapy provided by BetterHelp that takes place via a mobile device or computer, allowing Team Members to access help when and where they need it, along with guided meditation options through Sanvello.

• Our non-executive salaried Team Members are eligible to receive matching contributions in our 401(k) plan and have access to financial wellness resources.

Employees - As of December 27, 2020, we employed over 77,000 persons, of which approximately 700 are corporate personnel, including 200 in international markets.

Various jurisdictional mandated industry-wide labor agreements, which are renewed annually, apply to certain of our employees in Brazil.

We consider our employee relations to be good.

Information About Our Executive Officers - Below is a list of the names, ages, positions and a brief description of the business experience of each of our executive officers as of February 21, 2021.

NAME AGE POSITION

Deno 63 Chief Executive Officer

Christopher Meyer 49 Executive Vice President, Chief Financial Officer

Kelly Lefferts 54 Executive Vice President, Chief Legal Officer and Secretary

Gregg Scarlett 59 Executive Vice President, Chief Operating Officer, Casual Dining Restaurants

Michael Stutts 41 Executive Vice President, Chief Customer Officer

Deno has served as Chief Executive Officer and as a member of our Board of Directors since April 2019.

Deno previously served as Executive Vice President and Chief Financial and Administrative Officer from October 2013 to April 2019 and as Executive Vice President and Chief Financial Officer from May 2012 to October 2013.

Prior to joining Bloomin’ Brands, Mr.

Deno was Chief Financial Officer of the international division of Best Buy Co.

Deno previously served as our Executive Vice President and Chief Financial and Administrative Officer from October 2013 to April 2019 and as Executive Vice President and Chief Financial Officer from May 2012 to October 2013.

Prior to joining the Company, Mr.

Deno was Chief Financial Officer of the international division of Best Buy Co., Inc.

from December 2009 to May 2012.

Deno has also previously served as President and later Chief Executive Officer of Quiznos and Chief Financial Officer and later Chief Operating Officer of YUM!

Deno has also previously served as Chief Financial Officer and later Chief Operating Officer of YUM!

Christopher Meyer has served as Executive Vice President, Chief Financial Officer since April 2019.

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Executive Vice President, President of Bonefish Grill from April 2015 to July 2016;

BLOOMIN’ BRANDS, INC.

Senior Vice President, Casual Dining Restaurant Operations from January 2013 to April 2015;

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Stutts served as a Partner and Managing Director at Boston Consulting Group, from September 2008 to December 2018.

As of December 29, 2019 , we employed approximately 94,000 persons, of which approximately 800 are corporate personnel, including 200 in international markets.

None of our U.S.

employees are covered by a collective bargaining agreement.

Various jurisdictional industry-wide labor agreements apply to certain of our employees in Brazil.

We consider our employee relations to be in good standing.

BLOOMIN’ BRANDS, INC.

We regard our Outback ® , Outback Steakhouse ® , Carrabba’s Italian Grill ® , Bonefish Grill ® and Fleming’s Prime Steakhouse & Wine Bar ® service marks and our Bloomin’ Onion ® trademark as having significant value and as being important factors in the marketing of our restaurants.

We have also obtained trademarks and service marks for these and several of our other menu items and various advertising slogans both in the U.S.

and in countries where we operate.

We are aware of names and marks similar to the service marks of ours used by other persons in certain geographic areas in which we have restaurants.

However, we believe such uses will not adversely affect us.

Our policy is to pursue registration of our marks in countries where we operate whenever possible and to vigorously oppose any infringement of our marks.

We also have registered domain names for each of our concepts.

We license the use of our registered trademarks to franchisees and third parties through franchise and license arrangements.

Our business is subject to seasonal fluctuations.

Historically, customer traffic patterns for our established U.S.

restaurants are generally highest in the first quarter of the year and lowest in the third quarter of the year.

International customer traffic patterns vary by market.

For example, Brazil historically experiences minimal seasonal traffic fluctuations.

Additionally, holidays and severe weather may affect sales volumes seasonally in some of our markets.

Risk Factors for discussion of risks related to seasonal and periodic fluctuations.

ADDITIONAL INFORMATION

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What changed 10-K

Item 1. Business