What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-28 compared with 2023-02-22 · 136 added, 148 removed, 263 unchanged (52% of the section changed)

6 unchanged sentences

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

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.

As of December 31, 2023, we owned and operated 1,189 restaurants and franchised 291 restaurants across 47 states, Guam and 13 countries.

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.

16 unchanged sentences

As of December 31, 2023, in our U.S.

segment, we owned and operated 1,011 full-service restaurants and off-premises only kitchens and franchised 153 full-service restaurants across 47 states.

segment, we owned and operated 998 restaurants and franchised 152 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 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.

2 unchanged sentences

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

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

BLOOMIN’ BRANDS, INC.

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.

Fleming’s Prime Steakhouse & Wine Bar offers an impressive range of USDA Prime steaks, premium seafood entrées, storied wines and fresh hand-crafted cocktails.

International Segment

1 unchanged sentence

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 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.

As of December 31, 2023, in our international segment, we owned and operated 191 restaurants and franchised 139 restaurants across 13 countries and Guam.

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

1 unchanged sentence

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.

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

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.

5 unchanged sentences

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 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.

Outback Steakhouse utilizing a smaller-scaled “Joey” design.

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

Our current Joey design consists of a freestanding building with approximately 5,000 square feet and seating for approximately 190 guests.

We opened six Outback Steakhouse restaurants during 2023 and plan to open approximately 15 additional locations throughout 2024.

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.

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.

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

Our current Joey design in Brazil consists of an in-line strip mall space with approximately 4,800 square feet and seating for approximately 190 guests.

Remodeling - We regularly remodel restaurants across all of our concepts to maintain the relevance of our restaurants’ ambience, focused on driving additional traffic to our restaurants.

During 2023, we completed more than 100 restaurant remodels.

Beginning in 2022, the remodel of our Outback Steakhouse restaurants included the installation of advanced grills and ovens.

We completed the rollout of this equipment to substantially all Outback Steakhouse restaurants during 2023.

These investments have improved our cooking consistency, meal pacing and guest satisfaction while also providing a cost-saving opportunity for our Company.

BLOOMIN’ BRANDS, INC.

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

System-wide Restaurant Summary - Following is a system-wide rollforward of our restaurants in operation during 2023:

2022 2023 ACTIVITY DECEMBER 31,

16 unchanged sentences

Company-owned 7 — (3) 4

Franchised — 1 — 1

Total 7 1 (3) 5 1

total (1) 1,163 8 (21) 1,150

International

9 unchanged sentences

____________________

(1) Excludes 36 and five off-premises only kitchens as of December 25, 2022 and December 31, 2023, respectively.

One location was Company-owned in the U.S and all others were franchised in South Korea as of December 25, 2022 and December 31, 2023.

(2) The restaurant counts for Brazil, including Abbraccio and Aussie Grill restaurants within International Company-owned Other, are reported as of November 30, 2022 and 2023, 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:

2021 2022 ACTIVITY DECEMBER 25,

Number of kitchens (1):

OPENINGS CLOSURES

Company-owned 3 — (2) 1

International

Company-owned 1 — (1) —

Franchised - South Korea 40 13 (18) 35

System-wide total 44 13 (21) 36

____________________

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

BLOOMIN’ BRANDS, INC.

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.

(3) International Company-owned Other included four and two Aussie Grill locations as of December 25, 2022 and December 31, 2023, respectively.

International Franchised Other included four Aussie Grill locations as of December 25, 2022 and December 31, 2023.

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.

3 unchanged sentences

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, “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.

Further, 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

BLOOMIN’ BRANDS, INC.

alternatives than our restaurants.

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

2 unchanged sentences

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

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

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.

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.

BLOOMIN’ BRANDS, INC.

Following is a summary of sales by occasion, sales mix by product type and average check per person for Company-owned restaurants during 2023:

13 unchanged sentences

Average check per person (R$) R$ 64

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.

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

Franchised restaurants are required to be operated in accordance with the franchise agreement and in compliance with their respective concept’s standards and specifications.

2 unchanged sentences

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

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.

5 unchanged sentences

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

For most U.S.

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

(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 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

Effective December 31, 2023, we entered into an Amended & Restated Holistic Agreement (the “2023 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 78 Outback Steakhouse restaurants in the western United States.

Under the terms of the 2023 Resolution Agreement, advertising fees are reduced to 2.25% of gross sales

BLOOMIN’ BRANDS, INC.

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.

until December 27, 2026 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 2023 Resolution Agreement, provides, among other things, for a pre-determined calculation of available monthly cash (after payment of operating expenses, including rents, royalties, national advertising fees and local marketing expenditures) that Out West may use for capital expenditures and to settle its obligations due to its lenders.

See Note 3 - Revenue Recognition of the Notes to Consolidated Financial Statements for further details regarding the 2023 Resolution Agreement.

4 unchanged sentences

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

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

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

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

We also regularly monitor commodity markets and trends to execute product purchases at the most advantageous times.

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.

Where applicable, this program is managed by 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 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.

Beef and pork represent the majority of purchased proteins in the U.S.

and Brazil, respectively.

In 2023, our U.S.

restaurants purchased beef raw materials primarily from four U.S.

beef suppliers and our restaurants in Brazil purchased pork raw materials primarily from four pork suppliers in Brazil.

Due to the nature of our industry, we expect to continue purchasing a substantial amount of beef and pork 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, macroeconomic conditions, 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 pandemics, macroeconomic conditions, geopolitical events or other unforeseen circumstances.

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

5 unchanged sentences

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.

BLOOMIN’ BRANDS, INC.

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 systems.

To increase customer convenience, we leverage our online ordering infrastructure to facilitate 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 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.

BLOOMIN’ BRANDS, INC.

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.

In past years, we 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.

Our integrated point-of-sale system allows us to transact business in our U.S.

restaurants and communicate sales data through a secure corporate network to our enterprise resource planning system and data warehouse.

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

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

Risk Factors for additional discussion of our cyber security measures.

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

Cybersecurity and Item 1A.

Risk Factors for additional discussion of our cybersecurity measures.

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

1 unchanged sentence

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.

Additionally, in our company-owned international markets, we have teams that engage local agencies to tailor advertising to each market and develop relevant and timely promotions based on local consumer demand.

During 2023, Outback brought back the “No Rules, Just Right” platform, which includes highlighting our great menu and everyday value that we offer to our guests.

“No Rules, Just Right” is more than a marketing platform, it is an attitude, aimed at re-energizing our restaurants with new food offerings, exceptional service and most importantly, ties back to our past.

Our multi-branded U.S.

2 unchanged sentences

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

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.

For our Outback Steakhouse and Carrabba’s Italian Grill brands, Market Vice Presidents oversee multiple Area Operating Partner regions.

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

4 unchanged sentences

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

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

However, we believe such uses will not

BLOOMIN’ BRANDS, INC.

adversely affect us.

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.

2 unchanged sentences

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.

BLOOMIN’ BRANDS, INC.

Our business is subject to seasonal fluctuations.

7 unchanged sentences

We are subject to various federal, state, local and international laws affecting our business.

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, 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.

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.

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 and environmental and fire agencies in the state, municipality or country in which the restaurant is located.

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

restaurant sales.

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

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.

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.

We also offer 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:

5 unchanged sentences

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

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

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

- 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.

Employees - As of December 31, 2023, we employed approximately 87,000 Team Members, of which approximately 750 are corporate personnel, including more than 250 in international markets.

BLOOMIN’ BRANDS, INC.

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.

We track several 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:

8 unchanged sentences

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

(2) Includes restaurant management, Chef Partners, Restaurant Managing Partners, Area Operating Partners, Regional Vice Presidents and Market Vice Presidents.

In addition to gender, racial and ethnic diversity, our U.S Team Members are also diverse in age, comprised of five generations:

Traditionalists, Baby Boomers, Generation X, Millennials and Generation Z.

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

2 unchanged sentences

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 (“RSC”).

We embrace the communities we serve, from feeding first responders to supporting non-profit organizations, 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.

We utilize 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 2023, approximately 91% of promotions to our Manager in Training program and to Restaurant Managing Partner were internal, which consisted of 42% women and 29% people of color.

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

During 2023, our turnover rates for U.S.

hourly restaurant Team Members and U.S.

restaurant management were 91% and 22%, respectively.

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.

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

All field-level employees are also provided Preventing Discrimination and Harassment training.

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.

We also developed an informational poster for our U.S.

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.

BLOOMIN’ BRANDS, INC.

Finally, we continue to support a hybrid work environment in the RSC.

We are investing in a cultural refresh in response to employees returning to the office and have renewed our RSC Principles & Beliefs to invigorate connection and inclusivity between th e 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 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.

BLOOMIN’ BRANDS, INC.

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.

Year over year, we have seen improvements in diverse representation among our restaurant management teams and RSC, including an increase of approximately 2% in representation of women within our Operational Leadership and people of color at the RSC, respectively, while recognizing there is more work to be done.

During 2023, our Executive Leadership Team (“ELT”) continued engaging in sessions curated and facilitated by a diversity consulting firm in partnership with our internal Inclusive Leadership Team.

In these sessions, ELT members participated in deep, enriching dialogue around potential gaps in our organization and industry and their individual and collective responsibility for sustaining change.

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:

Each concept held monthly Courageous Conversations and we hosted virtual calls open to the entire company bimonthly to learn about and discuss important topics aligned to the mission and objectives of our five Employee Resource Groups:

• Women’s Interests Network (WIN):

6 unchanged sentences

• 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.

Inspiring our Team Members 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 support, a sense of community 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.

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

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

• National Urban League

• Woman’s Foodservice Forum

• Multicultural Foodservice & Hospitality Alliance

• National Diversity Council

• Autism Speaks

• Habitat for Humanity

• Big Brothers, Big Sisters

• Woman’s Foodservice Forum

• Boys & Girls Clubs

• Multicultural Foodservice & Hospitality Alliance

• Feeding America (Tampa Bay)

• National Diversity Council

• Meals on Wheels

• Autism Speaks

• Harvest Food Donation

• Habitat for Humanity

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

3 unchanged sentences

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 stockholders, Bloomin’ Brands offers programs that reward long-term performance.

To align Team Member objectives with our 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:

6 unchanged sentences

• 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, 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.

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.

2 unchanged sentences

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 $1.9

BLOOMIN’ BRANDS, INC.

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.

Since 2017, the Trust has paid approximately $2.2 million to the benefit of over 1,500 Team Members who applied for support, including Team Members impacted by hurricanes and other natural disasters.

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

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.

In 2023, its 15th year, Team Members volunteered over 800 hours of service at 16 non-profit organizations in the Tampa Bay area.

In addition, during 2022 we implemented an annual 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.

BLOOMIN’ BRANDS, INC.

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 23, 2024:

NAME AGE POSITION

Deno 65 Chief Executive Officer

David Deno 66 Chief Executive Officer

Christopher Meyer 52 Executive Vice President, Chief Financial Officer

Lissette Gonzalez 50 Executive Vice President, Chief Supply Chain and Operations Excellence Officer

Mark Graff 44 Executive Vice President, President of Bonefish Grill and Fine Dining

Michael Healy 49 Executive Vice President, Global Business Development and Strategy

Kelly Lefferts 57 Executive Vice President, Chief Legal Officer and Secretary

Brett Patterson 55 Executive Vice President, President of Outback Steakhouse

Gregg Scarlett 62 Executive Vice President, Chief Operating Officer, Casual Dining Restaurants

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

Astrid Isaacs 47 Senior Vice President, Chief Technology Officer

Philip Pace 49 Senior Vice President, Chief Accounting Officer

Suzann Trevisan 52 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.

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

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

5 unchanged sentences

Meyer previously served as Group Vice President, Finance, Treasury and Accounting from November 2017 to April 2019 and Group Vice President, Financial Planning & Analysis and Investor Relations from September 2014 to November 2017.

In February 2024, Mr.

Meyer notified the Company of his intention to retire from the Company in 2024, as disclosed in the Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 23, 2024.

Lissette Gonzalez has served as Executive Vice President, Chief Supply Chain and Operations Excellence Officer since October 2023.

Gonzalez served as Senior Vice President, Global Supply Chain Officer from April 2021 to October 2023;

Vice President, Global Supply Planning and Forecasting from April 2019 to April 2021;

and Vice President, Supply Planning and Forecasting from September 2014 to April 2019.

Mark Graff has served as Executive Vice President, President of Bonefish Grill and Fine Dining since November 2023.

Graff served as Senior Vice President, Development from April 2023 to November 2023;

Senior Vice President, Development, Financial Planning & Analysis and Investor Relations from May 2021 to April 2023;

Group Vice President, Corporate Finance and Investor Relations from February 2019 to May 2021;

and Vice President, Corporate Finance and Investor Relations from February 2016 to February 2019.

He also served as Treasurer from February 2019 to November 2020.

Graff joined the Company in 2012 and has held roles as Senior Director of Corporate Planning and Director of International Business Development.

Michael Healy has served as Executive Vice President, Global Business Development and Strategy since November 2023.

Healy served as Senior Vice President, President of Bonefish Grill from November 2021 to November 2023;

Senior Vice President, Field Operations and Innovation from April 2021 to November 2021;

Senior Vice President, Global Supply Chain Officer from February 2019 to April 2021;

Group Vice President, Finance for Outback Steakhouse from May 2015 to February 2019;

and Vice President, Development and Strategic Analytics from April 2012 to May 2015.

Healy joined the Company in 2009 as Director of Sales Forecasting and Analysis.

BLOOMIN’ BRANDS, INC.

Kelly Lefferts has served as Executive Vice President, Chief Legal Officer since July 2019.

2 unchanged sentences

She has also served as Secretary of Bloomin’ Brands since February 2016.

Brett Patterson has served as Executive Vice President, President of Outback Steakhouse since November 2023.

Patterson served as Senior Vice President, President of Outback Steakhouse from February 2020 to November 2023 and Group Vice President, Outback Operations from August 2017 to February 2020.

Gregg Scarlett has served as Executive Vice President, Chief Operating Officer, Casual Dining Restaurants since February 2020.

3 unchanged sentences

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 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.

BLOOMIN’ BRANDS, INC.

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.

Scarlett will be leaving the Company on March 15, 2024, as disclosed in the Form 8-K filed with the SEC on October 3, 2023.

Astrid Isaacs has served as Senior Vice President, Chief Technology Officer since November 2021.

From July 2020 to November 2021, she was Vice President, Digital and Consumer Technology for Subway.

Prior to that, she served as our Vice President, Restaurant Technology from February 2020 to July 2020 and Director, International Information Technology from June 2015 to February 2020.

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.

Pace previously served as 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.

1 unchanged sentence

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 2 015 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.

2 unchanged sentences

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