What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-23 compared with 2021-02-24 · 164 added, 103 removed, 223 unchanged (54% of the section changed)

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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 March 2020, we temporarily closed all restaurant dining rooms to comply with state and local regulations in response to the COVID-19 pandemic (“COVID-19”).

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.

The temporary closure of our dining rooms and the limitations on seating capacity due to the COVID-19 pandemic resulted in significantly reduced traffic in our restaurants which negatively impacted our operating results during 2020.

During 2021, the recovery of in-restaurant dining continued as COVID-19 capacity restrictions were eased or eliminated.

Though concerns over variants of COVID-19 impacted recovery, we continued to retain a significant portion of the incremental off-premises volume achieved while our dining rooms were closed last year.

As of December 26, 2021, we owned and operated 1,169 full-service restaurants and off-premises only kitchens and franchised 329 full-service restaurants and off-premises only kitchens across 47 states, Guam and 17 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.

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

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As of December 26, 2021, in our U.S.

segment, we owned and operated 1,015 restaurants and franchised 166 restaurants across 47 states.

segment, we owned and operated 1,013 full-service restaurants and off-premises only kitchens and franchised 157 full-service restaurants across 47 states.

Outback Steakhouse - Outback Steakhouse is a casual steakhouse restaurant concept focused on steaks, bold flavors and Australian decor.

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

The Outback Steakhouse menu offers seasoned and seared or wood-fire grilled steaks, chops,

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chicken, seafood, pasta, salads and seasonal specials.

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

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Featuring a wood-burning grill inspired by the many tastes of Italy, guests can enjoy signature dishes such as Chicken Bryan and Pollo Rosa Maria, wood-fire grilled steaks and chops, small plates and classic Italian pasta dishes in a welcoming, contemporary atmosphere.

Bonefish Grill - Bonefish Grill specializes in market-fresh fish from around the world, savory wood-grilled specialties and hand-crafted cocktails.

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.

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.

Bonefish Grill - Bonefish Grill specializes in market-fresh fish from around the world, hand-cut in-house every day, savory wood-grilled specialties, and locally created, seasonal Partner Selection dishes featuring high-quality and fresh ingredients.

Offering a selection of classic and signature hand-crafted cocktails, using just-squeezed juices, edible garnishes, and house infusions, Bonefish Grill also features a distinct list of wines, which are the perfect match for any food pairing.

Fleming’s Prime Steakhouse & Wine Bar - Fleming’s Prime Steakhouse & Wine Bar is a contemporary steakhouse concept featuring prime cuts of beef, 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 and an award-winning list of wines by the glass.

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

As of December 26, 2021, in our international segment, we owned and operated 156 full-service restaurants and off-premises only kitchens and franchised 172 full-service restaurants and off-premises only kitchens across 17 countries and Guam.

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

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

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Restaurant Development

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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.

During 2021, we opened our first Outback Steakhouse utilizing a smaller-scaled “Joey” prototype.

The Joey prototype was designed to increase return on investment through a reduced restaurant footprint with a more efficient layout.

We plan to open additional Joey Outback Steakhouse restaurants during 2022.

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During 2021, we continued to test and develop our first fast-casual concept, Aussie Grill by Outback (“Aussie Grill”).

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

After successfully launching Aussie Grill internationally, we 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.

We opened two additional U.S.

Aussie Grill restaurants during 2021 and additional locations are planned to open in 2022.

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.

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

Off-Premises Only Expansion - Since 2019, our franchisee in South Korea has rolled out delivery-only kitchens, which are food preparation and cooking facilities that are not located in a traditional retail space and are limited to delivery-only.

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

As of December 26, 2021, there were 40 delivery-only kitchens operating in South Korea and 24 additional locations are planned to open in 2022.

System-wide Restaurant Summary - Following is a system-wide rollforward of our full-service restaurants in operation during 2021:

2020 2021 ACTIVITY DECEMBER 26,

OPENINGS CLOSURES OTHER COUNT

Number of restaurants:

OPENINGS CLOSURES COUNT

Outback Steakhouse

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Total 187 — (2) 185 30

Fleming’s Prime Steakhouse and Wine Bar

Fleming’s Prime Steakhouse & Wine Bar

Company-owned 63 1 — 64 25

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System-wide total 1,452 29 (27) 1,454

System-wide total - Company-owned 1,154 20 (9) 1,165

System-wide total - Franchised 298 9 (18) 289

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

(1) Restaurant counts as of December 27, 2020 have been adjusted to exclude off-premises only kitchens included in the table below.

(2) The restaurant counts for Brazil are reported as of November 30, 2020 and 2021, respectively, to correspond with the balance sheet dates of this subsidiary.

(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.

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(3) International Company-owned Other included one and two Aussie Grill locations as of December 27, 2020 and December 26, 2021, respectively.

International Franchised Other included three Aussie Grill locations as of December 27, 2020 and December 26, 2021.

Following is a system-wide rollforward of our off-premises only kitchens in operation during 2021:

2020 2021 ACTIVITY DECEMBER 26,

Number of kitchens (1):

OPENINGS CLOSURES

Company-owned 2 2 (1) 3

International:

Company-owned 1 — — 1

Franchised - South Korea 19 21 — 40

System-wide total 22 23 (1) 44

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

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.

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

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REVENUE GENERATING ACTIVITIES

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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 (Loss) Income.

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

Historically, we paid royalties that ranged from 0.5% to 1.5% of U.S.

sales on the majority of our Carrabba’s Italian Grill restaurants, pursuant to agreements we entered into with the Carrabba’s Italian Grill founders (“Carrabba’s Founders”).

Each Carrabba’s Italian Grill restaurant located outside the U.S.

pays a one-time lump sum fee to the Carrabba’s Founders, which varies depending on the size of the restaurant.

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

paid a one-time lump sum fee to the Carrabba’s Founders in place of a continuing royalty fee.

In August 2021, we entered into the Purchase and Sale of Royalty Payment Stream and Termination of Royalty Agreement (the “Royalty Termination Agreement”) with the Carrabba’s Founders, pursuant to which our obligation to pay future royalties and lump sum royalty fees on Carrabba’s Italian Grill (and Abbraccio) restaurants was terminated.

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Following are sales by occasion, sales mix by product type and average check per person for Company-owned restaurants during 2021:

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Off-premises sales 32 % 37 % 19 % 9 % 25 %

100 % 100 % 100 % 100 % 100 %

Sales mix by product type:

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Alcoholic beverage 8 % 10 % 18 % 21 % 8 %

100 % 100 % 100 % 100 % 100 %

Average check per person ($USD) $ 24 $ 23 $ 30 $ 90 $ 9

Average check per person (R$) R$ 50

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.

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 and 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.

we tripled our off-premises sales per restaurant, and since reopening our restaurant dining rooms in May 2020, have maintained strong retention of off-premises sales.

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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Under our franchise agreements, each franchisee is required to pay an initial franchise fee and monthly royalties based on a percentage of gross restaurant sales.

Initial franchise fees are generally $40,000 for U.S.

Initial franchise fees for full-service restaurants are generally $40,000 for U.S.

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

Some franchisees may

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

Initial franchise fees for international delivery-only kitchens are generally $10,000.

Some franchisees may 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:

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franchisees, there is a maximum of 8.0% of gross restaurant sales for combined national marketing and local advertising.

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

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.

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

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 80 Outback Steakhouse restaurants in the western United States as of December 26, 2021.

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.

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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.

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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.

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

The global 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.

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In 2021, we primarily purchased our U.S.

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

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

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

The cost of such commodities may fluctuate widely due to government policy and regulation, changing weather patterns and conditions, climate change, and other supply and/or demand impacting events such as the COVID-19 pandemic, geopolitical events, or other unforeseen circumstances.

Serving safe and high quality food has always been our priority.

We utilize both an internal food safety team responsible for supplier evaluations and external third parties who inspect supplier adherence and restaurant practices to monitor quality, food safety and product specifications.

All of our restaurants implement best practices for food handling, monitoring and innovating to improve procedures.

Our restaurant teams have many touch points to seek to ensure food safety, quality, and freshness through all phases of preparation.

We are committed to building long-term partnerships with suppliers who are dedicated to delivering safe, high quality ingredients in a sustainable way.

All suppliers are required to comply with our Supplier Code of Ethics and we strive to source only products that are raised in a sustainable, ethical and humane manner.

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.

To increase customer convenience, we are leveraging

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our online ordering infrastructure to facilitate expanded off-premises dining systems.

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

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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.

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The amount, terms and availability vary by country.

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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.

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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.

Our policy is to, whenever possible, pursue registration of our marks in countries where we

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operate and to vigorously oppose any infringement of our marks.

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

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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.

Holidays may affect sales volumes seasonally in some of our markets.

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

Additionally, severe storms, extended periods of inclement weather or climate extremes resulting from climate change may also affect the seasonal operating results of the areas impacted.

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

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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.

- 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.

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

addressed the spread of COVID-19 by imposing limitations on business operations or recommending that residents and/or employers adopt “social distancing”, vaccination and/or testing measures.

Since the onset of the COVID-19 pandemic, 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 11% of our U.S.

restaurant sales.

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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.

Many 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.

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

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

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

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

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.

Employees - As of December 26, 2021, we employed approximately 82,000 Team Members (our employees), of which approximately 700 are corporate personnel, including more than 200 in international markets.

We are committed to nurturing an inclusive, service-focused culture, founded on respecting and valuing every person, regardless of gender, race, ethnic origin, religion, sexual orientation, ability, or age.

We track a variety of workforce statistics to help us understand the gender, racial and ethnic diversity of our U.S.

Team Members, including the following as of the period indicated:

DECEMBER 26, 2021

KEY STATISTICS

WOMEN PEOPLE OF COLOR (1)

Restaurant Support Center 64% 21%

Operations Leadership 36% 30%

Hourly Team Members 51% 48%

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(1) Denotes U.S.

Team Members that identify as Black/African American, Hispanic/Latinx, Asian, Native American, Pacific Islander, or two or more races.

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

Celebrating Our People – Team Members, 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.

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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.

Diversity, Equity & Inclusion - We aim to cultivate a welcoming, safe, and inclusive environment that celebrates diverse backgrounds and provides equitable access to opportunities.

We deliver on this by ensuring everyone is trained, understands their role in inclusivity, and is held accountable in making our restaurants a place where everyone is valued for who they are and what they bring to the table.

We are constantly working to improve how we support our Team Members.

As a part of these efforts, we continually assess 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:

Together we drive diversity, equity and inclusion through:

• 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.

attracting, retaining, developing and promoting diverse employees who reflect our communities at all levels of leadership.

During 2021, we introduced updated leadership competencies, with inclusive leadership as a core behavior at every level of the organization.

We launched new leadership development programs including Company-sponsored executive coaching, the Women of Color LeadHERship Development Program and the McKinsey Black Leaders Academy.

• 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.

strengthening our training and education programs to include listening, sharing and storytelling.

Putting learning into action to inspire change and lead a culture of authenticity.

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• Employee Resource Groups:

connecting Team Members through dedicated networks focused on relationship building, professional growth and development, and purposeful community involvement, providing direct impact and value to the business.

During 2021, we actively inspired a sense of community through three Employee Resource Groups:

◦ Women’s Interests Network (WIN):

To accelerate the advancement of women working at Bloomin’ Brands by sharing information, best practices, education and experience, and in so doing helping one another develop leadership skills and career advancement opportunities.

◦ Black Interests Group (BIG):

To elevate Black talent at Bloomin’ Brands by building strong networks that champion professional growth, mentoring and leadership opportunities across the entire organization.

To celebrate understanding, acceptance and involvement of the LGBTQ+ community, fostering an environment where our people belong and thrive.

• Meaningful Partnerships:

being good stewards of our communities and engaging with organizations dedicated to cultivating more diverse and inclusive communities, including:

◦ Harvest Food Donation

◦ National Urban League

◦ Woman’s Foodservice Forum

◦ Multicultural Foodservice & Hospitality Alliance

◦ National Diversity Council

◦ Autism Speaks

◦ Habitat for Humanity

◦ Big Brothers, Big Sisters of America

◦ Boys & Girls Clubs

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.

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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

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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.

To support this commitment, we have a Code of Conduct that provides clear direction for behavioral expectations.

Every employee, officer and director completes situational training annually.

In addition, 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 Hotline to make a report online 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.

Workplace Safety - Employee health and safety in the workplace is of utmost importance to our Company.

We believe that all employees, regardless of job role or title, have a shared responsibility in the promotion of health and safety in the workplace.

We are committed to providing and following safety laws and rules, including internal policies and procedures.

This commitment means carrying out company activities in ways that preserve and promote a clean, safe and healthy environment.

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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.

To align Team Member objectives with the Company and ultimately our stockholders, 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.

This program includes wellness programs intended to proactively support healthcare and access to a health savings account that is eligible for employer contributions and is fully portable.

• Virtual therapy that takes place via mobile device or computer, allowing all Team Members, regardless of insurance enrollment with our Company, to access help when and where they need it, along with guided meditation options.

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.

Company Response to COVID-19 - During 2021, as the COVID-19 pandemic continued to impact the lives of our Team Members, we offered educational resources to inform their vaccination decision.

We also provided paid time off for hourly Team Members who elected to be vaccinated.

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.

Employee Support and Community Engagement - Our commitment to our Team Members does not stop with competitive salaries, development and benefits.

In 1999, we created a trust (the “Trust”) to support our Team Members in times of personal hardship.

All contributions to the Trust are voluntary, employee-funded, and are not solicited from suppliers, customers or friends.

Due to the incredible generosity and caring nature of our Team Members, the Trust is able to make meaningful monetary support to our Team Members who experience very difficult, often unexpected and catastrophic issues, in their lives.

Since 2017, the Trust has paid approximately $1.6 million to the benefit of over 1,100 Team Members who applied for support.

We are inspired by the generosity of our Team Members and encourage them to give back to their communities.

To facilitate this community engagement, Team Members at the Restaurant Support Center are given paid time off for approved community service activities during scheduled work hours.

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 18, 2022:

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Gregg Scarlett 60 Executive Vice President, Chief Operating Officer, Casual Dining Restaurants

Michael Stutts 41 Executive Vice President, Chief Customer Officer

Patrick Murtha 63 Executive Vice President, Fleming’s, International & Human Resources

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

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

BLOOMIN’ BRANDS, INC.

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

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Scarlett previously served as Executive Vice President, President of Outback Steakhouse from July 2016 to February 2020;

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

BLOOMIN’ BRANDS, INC.

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

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

and Senior Vice President of Operations for Outback Steakhouse from March 2010 to January 2013.

Michael Stutts has served as Executive Vice President, Chief Customer Officer since June 2019.

Prior to joining Bloomin’ Brands, Mr.

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

ADDITIONAL INFORMATION

We make available, free of charge, through our internet website www.bloominbrands.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission (“SEC”).

Patrick Murtha has served as Executive Vice President, Fleming’s, International & Human Resources since April 2021.

Murtha previously served as Executive Vice President and President, International from November 2013 to January 2018 and Executive Vice President, Chief Human Resources Officer from February 2021 to April 2021.

He also served as Interim Chief Human Resources Officer from September 2020 to February 2021.

Prior to joining the Company, Mr.

Murtha was the Principal Consultant of Murtha Consulting from January 2018 to December 2020.

Murtha also previously served as Chairman of the Board and Managing Director of KFC, Japan, Ltd., Chief Operating Officer of Pizza Hut and Chief People Officer of Yum!

Restaurants International.

Additional Information - We make available, free of charge, through our internet website www.bloominbrands.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission (“SEC”).

Our reports and other materials filed with the SEC are also available at www.sec.gov.

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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-K

Item 1. Business