What changed in this filing

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Item 1. Business

2023-02-22 compared with 2022-02-23 · 143 added, 119 removed, 268 unchanged (49% of the section changed)

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

COVID-19 Pandemic Impact on Our Business

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 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 25, 2022, we owned and operated 1,186 full-service restaurants and off-premises only kitchens and franchised 321 full-service restaurants and off-premises only kitchens across 47 states, Guam and 13 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 consider each of 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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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,

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chicken, seafood, pasta, salads and seasonal specials.

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

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.

Bonefish Grill - Bonefish Grill specializes in 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 fresh juices, edible garnishes

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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 interpretation of the classic American steakhouse, boasting culinary mastery, signature style and unrivaled attentive service to create memorable dining experiences in a welcoming and lively atmosphere.

Hospitality is at the heart of Fleming’s mission, but guests will see passion for prime steak, seafood, storied wines and handcrafted cocktails reflected across their range of menus.

International Segment

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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 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.

As of December 25, 2022, in our international segment, we owned and operated 175 full-service restaurants and franchised 168 full-service restaurants and off-premises only kitchens across 13 countries and Guam.

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

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menu with additional variety to meet local taste preferences.

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.

In addition to the traditional Outback Special sirloin, a typical international menu may feature local beef cuts.

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.

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

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

During 2021, we opened our first U.S.

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”).

We opened five Joey Outback Steakhouse restaurants during 2022 and plan to open additional locations throughout 2023.

During 2022, we continued to test our 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 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.

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.

All Outback Steakhouse restaurants opened in Brazil since the beginning of 2021 were built utilizing the Joey prototype design.

During 2022, we introduced Aussie Grill in Brazil, opening the first two restaurants in that market.

We plan to open additional Aussie Grill restaurants in Brazil during 2023.

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System-wide Restaurant Summary - Following is a system-wide rollforward of our full-service restaurants in operation during 2022:

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____________________

(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.

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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.

(1) The restaurant counts for Brazil, including Abbraccio and Aussie Grill restaurants within International Company-owned Other, are reported as of November 30, 2021 and 2022, respectively, to correspond with the balance sheet dates of this subsidiary.

(2) International Company-owned Other included two and four Aussie Grill locations as of December 26, 2021 and December 25, 2022, respectively.

International Franchised Other included three and four Aussie Grill locations as of December 26, 2021 and December 25, 2022, respectively.

Following is a system-wide rollforward of our off-premises only kitchens in operation during 2022:

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

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COVID-19 Pandemic Impact on Our Business

As a result of the COVID-19 pandemic (“COVID-19”), traffic was significantly reduced in our restaurants which negatively impacted our operating results in 2020.

During 2021, the recovery of U.S.

in-restaurant dining continued while we retained a significant portion of the incremental off-premises volume we achieved during 2020.

Internationally, COVID-19-related capacity constraints continued in 2021 during periods of increased case counts and new variants until the middle of 2022 when in-restaurant dining was operating without COVID-19-related capacity constraints.

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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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.

In addition, improving product offerings and convenience options from quick service and fast-casual restaurants, “ghost” or “dark” kitchens where meals are prepared at a separate takeaway premises rather than a restaurant, 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 competition due to the number of casual dining restaurant options in the markets in which we operate.

REVENUE GENERATING ACTIVITIES

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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:

Following is a summary of sales by occasion, sales mix by product type and average check per person for Company-owned restaurants during 2022:

INTERNATIONAL

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Off-premises sales 28 % 33 % 16 % 6 % 15 %

100 % 100 % 100 % 100 % 100 %

Sales mix by product type:

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Alcoholic beverage 8 % 11 % 19 % 21 % 9 %

100 % 100 % 100 % 100 % 100 %

Average check per person ($USD) $ 27 $ 24 $ 33 $ 98 $ 11

Average check per person (R$) R$ 57

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 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.

Delivery - 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 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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(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.

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 79 Outback Steakhouse restaurants in the western United States as of December 25, 2022.

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, 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

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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.

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.

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

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

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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.

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

Where applicable, this program is managed by two custom distribution companies that only provide products approved for our system.

These customized relationships enable our staff to effectively manage and prioritize our supply chain.

Beef represents the majority of purchased proteins.

In 2021, we primarily purchased our U.S.

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

In 2022, we purchased our beef raw materials primarily from four beef suppliers in the U.S.

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 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.

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, macroeconomic conditions, geopolitical events or other unforeseen circumstances.

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

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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

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

To increase customer convenience, we are leveraging 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.

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.

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

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

We maintain a robust incident response plan, conduct periodic tabletop scenarios and present cyber security program updates to our Audit Committee on a quarterly basis.

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.

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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.

We 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.

Our multi-branded U.S.

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

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.

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.

For our Outback Steakhouse brand, Market Vice Presidents oversee multiple Area Operating Partner regions.

In addition to base salary, Market Vice Presidents, Area Operating Partners, Restaurant Managing Partners and Chef Partners (“Restaurant 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.

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

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

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.

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

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Our business is subject to seasonal fluctuations.

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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.

However, the COVID-19 pandemic had an impact on consumer behaviors and customer traffic that resulted 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.

GOVERNMENT REGULATION

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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.

Throughout the COVID-19 pandemic, formal and informal restraints, as well as consumer behavior, materially affected the way we operated our business and served our guests.

Alcoholic beverage sales represent 11% of our U.S.

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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 connection with 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.

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

Some of these executive orders remain in effect, with several 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 wage, overtime, tip credits, worker conditions and health care;

• immigration, employment, minimum wage, overtime, tip credits, paid leave, safety standards, worker conditions and health care;

• menu labeling and food safety;

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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.

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

HUMAN CAPITAL RESOURCES

Employees - As of December 25, 2022, we employed approximately 87,000 Team Members (our employees), of which approximately 750 are corporate personnel, including more than 200 in international markets.

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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.

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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.

Celebrating Our People – Team Members, guests, suppliers and neighbors have always been at 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.

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 (“RSC”).

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.

In 2022, we invested in a comprehensive total rewards survey, the insights from which we are using to define our Value of Employment strategy.

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.

During 2022, approximately 90% of promotions to our Manager in Training program and to Restaurant Managing Partner were internal, which consisted of 33% women and 30% people of color.

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 provides clear direction for behavioral expectations.

Every employee, officer and director completes training annually.

We also provide annual training to our Restaurant Partners and our RSC Team Members on our Code of Conduct, Preventing Discrimination and Harassment and Anti-Bribery and Anti-Corruption.

In addition, we maintain an Ethics and Compliance Hotline (the “Hotline”), which includes an 800 number and an online form where our Team Members can report any workplace concerns, with the option to report anonymously.

The Hotline is accessible via several languages, 24 hours a day, seven days a week.

We also developed an informational poster for all our restaurants, in English and Spanish, which provides the phone number, the web address for the reporting form, and a QR code to make it easy for our Team Members to report concerns.

Finally, we have migrated to a hybrid work environment in the RSC.

We are investing in a cultural refresh in response to employees returning to the office after two years of working from home and to invigorate connection and inclusivity between the corporate and field teams.

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.

Together we drive diversity, equity and inclusion through:

• Leadership & Talent:

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:

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.

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

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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:

We are constantly working to improve how we support a more inclusive workplace for our Team Members and remain steadfast and relentless toward our goals in diversity and equity.

We continually assess our overall racial and gender diversity at Bloomin’ Brands as we strive to reflect the diversity of the communities we serve.

We have seen improvements in diverse representation among our restaurant management teams and RSC while recognizing there is more work to be done.

We deepened our work in cultivating a diverse talent pipeline through our Summer Internship Program by bringing on interns which consisted of 73% women and 33% people of color engaged in meaningful work across all departments of our RSC.

In 2022, our Executive Leadership Team (“ELT”) engaged in quarterly diversity, equity and inclusion (“DE&I”) sessions curated and facilitated by a diversity consulting firm.

In these sessions, ELT members learned key principles of DE&I and engaged in deep, enriching dialogue around potential gaps in our organization and industry and their individual and collective responsibility for sustaining change.

ELT members also worked toward the expected actions captured in their individual bonus modifier, including:

• active leadership in our Employee Resource Groups;

• Pluma coaching program - monthly engagement in mentoring efforts with high potential talent;

• active participation in company DE&I activities, such as Courageous Conversations (a virtual platform where Team Members hear personal stories, learn from others’ experiences, and discuss important issues in DE&I);

• demonstrating progress in furthering representation of women and people of color in their respective brands/functions.

While engaged in deep work with our executive team, we also continued listening, sharing and storytelling to inspire awareness, understanding and change across the organization.

Each concept held monthly Courageous Conversations and we hosted virtual calls open to the entire company bimonthly to learn about and discuss DE&I issues aligned to the mission and objectives of our five 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.

Committed to accelerating the advancement of women at Bloomin’ Brands through mentorship, education, experience and information sharing;

• 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

Focused on elevating and amplifying Black talent through strong networks and mentorship;

Fostering an environment for Our People to thrive while celebrating understanding, acceptance and involvement of the LGBTQ+ community and their allies;

• ¡Adelante!:

Aimed at accelerating and celebrating the Hispanic and Latin Community at Bloomin’ Brands;

• Bloomin’ Balance:

Inspiring our community to lead happy, healthy and fulfilled lives through total and balanced wellness.

From our participation at the Women’s Foodservice Forum annual conference to memorable heritage month programs and active community involvement (for example, Juneteenth service activities, Pride sponsorships and engagement, walks and runs for special health-focused causes), our Employee Resource Groups have been instrumental in providing community, support and both personal and professional development for our Team Members.

As we aim to attract and cultivate relationships with the next generation of talent in our workforce, we have been intentional about being visible and building brand awareness at a number of Florida colleges and universities, including Florida A&M University (a historically Black university), Florida International University (minority/Hispanic serving institution), the University of Central Florida and the University of South Florida.

We provide future industry leaders with financial support through endowed scholarships at each of these schools to help offset students’ costs of higher education as they pursue degrees and certifications that align with the work we do in hospitality.

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We support words with actions by being good stewards of our communities and engaging with organizations dedicated to cultivating more diverse and inclusive communities, including:

• National Urban League

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• Habitat for Humanity

◦ Big Brothers, Big Sisters of America

• Big Brothers, Big Sisters

• Boys & Girls Clubs

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 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.

• Feeding America (Tampa Bay)

• Meals on Wheels

• Harvest Food Donation

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

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

BLOOMIN’ BRANDS, INC.

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

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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.

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

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.

• An employee assistance program provided at no cost to all Team Members and their family members which includes virtual therapy sessions, free counseling and tools and resources in order to improve mental health and the well-being of our Team Members.

• All salaried Team Members are eligible to participate in company sponsored retirement plans with access to financial wellness resources.

Eligible Team Members participating in the 401(k) receive matching contributions.

• Employee discounts when dining at any one of our brands.

• All levels of the organization, including hourly Team Members that meet certain service criteria, can qualify for paid time off for the purpose of rest, relaxation and planned time away from the workplace.

Company Response to COVID-19 - During 2021, as the COVID-19 pandemic impacted 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.

In 2020, we did not furlough any Team Members and provided $44.9 million of relief pay, excluding the benefit of employee retention tax credits earned, for our 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.

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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.

Since 2017, the Trust has paid approximately $1.9

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million to the benefit of over 1,400 Team Members who applied for support, including support to Team Members impacted by Hurricane Ian during 2022.

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.

To facilitate this community engagement, field Team Members volunteer within their communities and RSC Team Members participate in an annual Community Service Day.

In 2022, its 14th year, Team Members volunteered nearly 800 hours of service at 15 non-profit organizations in the Tampa Bay area.

In addition, during 2022 we implemented a matching gift and volunteer grant program for eligible 501(c)(3) non-profit organizations and provided a limited dollar-for-dollar match or grant for full-time RSC Team Members who made a personal charitable donation or volunteered for a minimum of ten hours during non-working 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 16, 2023:

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Gregg Scarlett 61 Executive Vice President, Chief Operating Officer, Casual Dining Restaurants

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

Patrick Murtha 64 Executive Vice President, Fleming’s and International

Philip Pace 48 Senior Vice President, Chief Accounting Officer

Suzann Trevisan 51 Senior Vice President, Chief Human Resources Officer

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!

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

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

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.

Patrick Murtha has served as Executive Vice President, Fleming’s and International since September 2022.

Murtha previously served as Executive Vice President, Fleming’s, International & Human Resources from April 2021 to September 2022 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 and Executive Vice President and President, International from November 2013 to January 2018.

Prior to joining the Company, Mr.

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

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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.

Philip Pace has served as Senior Vice President, Chief Accounting Officer since July 2022.

Pace previously served as the Company’s Group Vice President and Controller from October 2015 to July 2022 and Vice President, Corporate Controller from July 2013 to October 2015.

Suzann Trevisan has served as Senior Vice President, Chief Human Resources Officer since September 2022.

Prior to joining Bloomin’ Brands, Ms.

Trevisan held a number of leadership positions with Owens Corning, including Vice President of Human Resources for the composites business from March 2018 to August 2022 and Vice President of Human Resources, Centers of Excellence from June 2015 to March 2018.

SUSTAINABILITY

We are making a conscious and collective effort to minimize our Company’s environmental impact and are encouraging our Team Members to do the same.

Addressing climate change and other ESG issues is a complex and constantly evolving process, and we rely significantly on the efforts, learning, tools and recommendations of scientists, partners and our communities to guide our ongoing emissions reduction efforts.

During 2022, we continued our assessment of our greenhouse gas (“GHG”) footprint in our U.S.

Company-owned restaurants for operational emissions (Scopes 1 and 2) based on 2019 usage, establishing a baseline inventory to guide our emissions reduction efforts moving forward.

See additional details regarding our GHG footprint assessment by visiting our website at www.bloominbrands.com and clicking first on “Our Commitment” and then on “Our Environment”.

We recognize that actions to reduce emissions cannot be limited to our own operations.

We must also take steps to address GHG emissions where they are most challenging, including within our supply chain.

Through engagement with our suppliers and our extended supply chain (e.g., food processors and distributors, transportation, and logistics partners, etc.), we will continue work to reduce and mitigate the climate impact of our raw materials.

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.

The reference to these website addresses does not constitute incorporation by reference of the information contained on the websites and should not be considered part of this Report.

The reference to website addresses in this Report does not constitute incorporation by reference of the information contained on the websites and should not be considered part of this Report.

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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