What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-28 compared with 2023-02-22 · 361 added, 507 removed, 1123 unchanged (44% of the section changed)

4 unchanged sentences

Consolidated Balance Sheets — December 31 , 202 3 and December 2 5 , 20 2 2

Consolidated Statements of Operations and Comprehensive Income (Loss) —

Consolidated Statements of Operations and Comprehensive Income —

For Fiscal Years 202 3 , 202 2 and 20 21

21 unchanged sentences

We have audited the accompanying consolidated balance sheets of Bloomin’ Brands, Inc.

and its subsidiaries (the “Company”) as of December 25, 2022 and December 26, 2021, and the related consolidated statements of operations and comprehensive income (loss), of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 25, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2023 and December 25, 2022, and the related consolidated statements of operations and comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

40 unchanged sentences

Evaluating the actuarial assumptions related to economic conditions and the frequency and severity of claims involved evaluating whether the assumptions were reasonable considering inflation and the environment, and whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s actuarial methods used in determining the insurance reserves and evaluating the reasonableness of assumptions related to economic conditions.

/s/ PricewaterhouseCoopers LLP

1 unchanged sentence

February 28, 2024

We have served as the Company’s auditor since 1998.

We have served as the Company’s audit or since 1998.

BLOOMIN’ BRANDS, INC.

18 unchanged sentences

Accounts payable $ 189,202 $ 183,715

Current operating lease liabilities 175,442 183,510

Accrued and other current liabilities 255,814 217,427

Unearned revenue 381,877 394,215

Current portion of long-term debt 1,636 10,958

Total current liabilities 1,002,335 978,867

19 unchanged sentences

BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

4 unchanged sentences

Costs and expenses

Food and beverage costs 1,383,632 1,229,689 982,702

Food and beverage 1,409,649 1,383,632 1,229,689

Labor and other related 1,325,339 1,226,460 1,154,623

4 unchanged sentences

Total costs and expenses 4,346,326 4,086,087 3,813,427

Income (loss) from operations 330,421 308,958 ( 174,973 )

Income from operations 325,144 330,421 308,958

Loss on extinguishment and modification of debt — ( 107,630 ) ( 2,073 )

Loss on fair value adjustment of derivatives, net — ( 17,685 ) —

Other (expense) income, net ( 23 ) 26 131

Interest expense, net ( 52,169 ) ( 53,199 ) ( 57,588 )

Income (loss) before provision (benefit) for income taxes 151,907 249,297 ( 239,521 )

Provision (benefit) for income taxes 42,704 26,384 ( 80,726 )

Net income (loss) 109,203 222,913 ( 158,795 )

net income (loss) attributable to noncontrolling interests 7,296 7,358 ( 80 )

Net income (loss) attributable to Bloomin’ Brands

Income before provision for income taxes 272,975 151,907 249,297

Provision for income taxes 18,561 42,704 26,384

Net income 254,414 109,203 222,913

net income attributable to noncontrolling interests 7,028 7,296 7,358

Net income attributable to Bloomin’ Brands

$ 247,386 $ 101,907 $ 215,555

Redemption of preferred stock in excess of carrying value — — ( 3,496 )

Net income (loss) attributable to common stockholders $ 101,907 $ 215,555 $ ( 162,211 )

Net income (loss) $ 109,203 $ 222,913 $ ( 158,795 )

Other comprehensive income (loss):

Net income $ 254,414 $ 109,203 $ 222,913

Other comprehensive income:

Foreign currency translation adjustment 7,622 10,169 ( 6,597 )

Unrealized gain (loss) on derivatives, net of tax 573 86 ( 14,741 )

Reclassification of adjustments for loss on derivatives included in Net income (loss), net of tax 954 7,392 9,923

Impact of terminated interest rate swaps included in Net income (loss), net of tax 8,982 4,576 —

Comprehensive income (loss) 129,881 228,370 ( 201,129 )

comprehensive income (loss) attributable to noncontrolling interests 7,296 7,358 ( 744 )

Comprehensive income (loss) attributable to Bloomin’ Brands $ 122,585 $ 221,012 $ ( 200,385 )

Earnings (loss) per share attributable to common stockholders:

Net (loss) gain on derivatives, including the impact of terminated swap agreements, net of tax ( 615 ) 10,509 12,054

Comprehensive income 261,421 129,881 228,370

comprehensive income attributable to noncontrolling interests 7,028 7,296 7,358

Comprehensive income attributable to Bloomin’ Brands $ 254,393 $ 122,585 $ 221,012

Earnings per share:

Basic $ 2.84 $ 1.15 $ 2.42

15 unchanged sentences

Cumulative-effect from a change in accounting principle, net of tax — — ( 47,323 ) 4,370 — — ( 42,953 )

Net loss — — — ( 158,715 ) — ( 80 ) ( 158,795 )

Other comprehensive loss, net of tax — — — — ( 42,187 ) ( 147 ) ( 42,334 )

Cash dividends declared, $ 0.20 per common share

— — ( 17,480 ) — — — ( 17,480 )

Net income — — — 215,555 — 7,358 222,913

Other comprehensive income, net of tax — — — — 5,457 — 5,457

Stock-based compensation — — 24,405 — — — 24,405

Consideration for preferred stock in excess of carrying value, net of tax — — ( 3,496 ) — 517 1,261 ( 1,718 )

Common stock issued under stock plans (1) 1,397 14 9,836 — — — 9,850

2 unchanged sentences

Contributions from noncontrolling interests — — — — — 1,347 1,347

Equity component value of convertible note issuance, net of tax of $ 650

— — 64,367 — — — 64,367

Sale of common stock warrant — — 46,690 — — — 46,690

Purchase of convertible note hedge — — ( 66,240 ) — — — ( 66,240 )

December 26, 2021 89,253 $ 893 $ 1,119,728 $ ( 698,171 ) $ ( 205,989 ) $ 6,389 $ 222,850

Cumulative-effect from a change in accounting principle, net of tax — — ( 47,323 ) 4,370 — — ( 42,953 )

Net income — — — 101,907 — 7,296 109,203

Other comprehensive income, net of tax — — — 100 20,678 — 20,778

Cash dividends declared, $ 0.56 per common share

— — ( 49,736 ) — — — ( 49,736 )

Repurchase and retirement of common stock ( 5,429 ) ( 54 ) — ( 109,945 ) — — ( 109,999 )

Stock-based compensation — — 16,514 — — — 16,514

Common stock issued under stock plans (1) 1,559 15 12,940 — — — 12,955

Purchase of noncontrolling interests — — 2 — — ( 5 ) ( 3 )

Purchase of noncontrolling interests, net of tax of $ 489

— — ( 1,415 ) — — ( 3,400 ) ( 4,815 )

Distributions to noncontrolling interests — — — — — ( 9,127 ) ( 9,127 )

Contributions from noncontrolling interests — — — — — 1,382 1,382

Retirement of convertible senior note hedges — — 112,956 — — — 112,956

Retirement of warrants — — ( 97,617 ) — — — ( 97,617 )

Issuance of common stock from repurchase of convertible senior notes 2,313 23 48,542 — — — 48,565

December 25, 2022 87,696 $ 877 $ 1,161,912 $ ( 706,109 ) $ ( 185,311 ) $ 2,540 $ 273,909

13 unchanged sentences

— — ( 83,742 ) — — — ( 83,742 )

Repurchase and retirement of common stock ( 5,429 ) ( 54 ) — ( 109,945 ) — — ( 109,999 )

Repurchase and retirement of common stock, including excise tax of $ 136

( 2,807 ) ( 28 ) — ( 70,108 ) — — ( 70,136 )

Stock-based compensation — — 11,911 — — — 11,911

Common stock issued under stock plans (1) 2,080 21 25,306 — — — 25,327

Purchase of noncontrolling interests, net of tax of $ 489

— — ( 1,415 ) — — ( 3,400 ) ( 4,815 )

Distributions to noncontrolling interests — — — — — ( 8,684 ) ( 8,684 )

Contributions from noncontrolling interests — — — — — 1,997 1,997

Retirement of convertible senior note hedges — — 112,956 — — — 112,956

Retirement of warrants — — ( 97,617 ) — — — ( 97,617 )

Issuance of common stock from repurchase of convertible senior notes 2,313 23 48,542 — — — 48,565

December 31, 2023 86,969 $ 870 $ 1,115,387 $ ( 528,831 ) $ ( 178,304 ) $ 2,881 $ 412,003

________________

(1) Net of forfeitures and shares withheld for employee taxes.

(1) Net of shares withheld for employee taxes.

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(DOLLARS IN THOUSANDS)

2023 2022 2021

Cash flows provided by operating activities:

Net income (loss) $ 109,203 $ 222,913 $ ( 158,795 )

Adjustments to reconcile Net income (loss) to cash provided by operating activities:

Net income $ 254,414 $ 109,203 $ 222,913

Adjustments to reconcile Net income to cash provided by operating activities:

Depreciation and amortization 191,171 169,617 163,391

5 unchanged sentences

(Benefit) provision for expected credit losses and contingent lease liabilities ( 864 ) ( 1,117 ) 946

Inventory obsolescence and spoilage — — 10,169

Stock-based and other non-cash compensation expense 16,514 24,405 14,802

Deferred income tax expense (benefit) 13,748 ( 3,346 ) ( 88,256 )

Stock-based compensation expense 11,911 16,514 24,405

Deferred income tax (benefit) expense ( 7,823 ) 13,748 ( 3,346 )

Loss on extinguishment and modification of debt — 107,630 2,073

3 unchanged sentences

Decrease (increase) in inventories 2,361 1,036 ( 18,210 )

(Increase) decrease in other current assets ( 40,370 ) ( 58,397 ) 14,392

(Increase) decrease in other assets ( 6,670 ) ( 2,073 ) 3,688

Decrease (increase) in other current assets 9,572 ( 40,370 ) ( 58,397 )

Increase in other assets ( 1,177 ) ( 6,670 ) ( 2,073 )

Decrease in operating right-of-use assets, net — 277 160

(Decrease) increase in accounts payable and accrued and other current liabilities ( 40,679 ) 25,619 ( 61,638 )

Increase (decrease) in accounts payable and accrued and other current liabilities 26,688 ( 40,679 ) 25,619

(Decrease) increase in unearned revenue

1 unchanged sentence

Decrease in operating lease liabilities ( 93,576 ) ( 82,540 ) ( 90,387 )

(Decrease) increase in other long-term liabilities ( 1,022 ) ( 8,660 ) 58,625

Increase (decrease) in other long-term liabilities 10,590 ( 1,022 ) ( 8,660 )

Net cash provided by operating activities 532,421 390,922 402,455

8 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(DOLLARS IN THOUSANDS)

2023 2022 2021

7 unchanged sentences

Issuance costs related to senior notes — — ( 5,546 )

Proceeds from issuance of convertible senior notes — — 230,000

Repurchase of convertible senior notes ( 196,919 ) — —

Purchase of convertible note hedge — — ( 66,240 )

Principal settlements and repurchase of convertible senior notes ( 214 ) ( 196,919 ) —

Proceeds from retirement of convertible senior note hedges — 131,869 —

Proceeds from issuance of warrants — — 46,690

Payments for retirement of warrants — ( 114,825 ) —

Proceeds (payments of taxes) from share-based compensation, net 12,955 9,850 ( 7 )

Proceeds from share-based compensation, net 25,327 12,955 9,850

Distributions to noncontrolling interests ( 8,684 ) ( 9,127 ) ( 9,123 )

4 unchanged sentences

Cash dividends paid on common stock ( 83,742 ) ( 49,736 ) —

Redemption of subsidiary preferred stock — — ( 1,475 )

Net cash used in financing activities ( 187,125 ) ( 195,501 ) ( 317,419 )

Effect of exchange rate changes on cash and cash equivalents 1,448 1,395 ( 1,642 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 4,322 ) ( 21,351 ) 43,263

Net increase (decrease) in cash, cash equivalents and restricted cash 29,638 ( 4,322 ) ( 21,351 )

Cash, cash equivalents and restricted cash as of the beginning of the period 84,735 89,057 110,408

22 unchanged sentences

There were no intervening events that would materially affect the Company’s consolidated financial position, results of operations or cash flows as of and for the year ended December 31, 2023.

COVID-19 Pandemic - As a result of the COVID-19 pandemic (“COVID-19”), traffic was significantly reduced in the Company’s restaurants which negatively impacted its operating results during 2020.

See Note 3 - COVID-19 for details regarding certain charges resulting from the COVID-19 pandemic.

During 2021, the recovery of in-restaurant dining continued while the Company retained a significant portion of the incremental off-premises volume it achieved during 2020.

During 2021, the recovery of in-restaurant dining from the COVID-19 pandemic (“COVID-19”) continued while the Company retained a significant portion of the incremental off-premises volume it 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.

1 unchanged sentence

The Company consolidates variable interest entities where it has been determined that the Company is the primary beneficiary of those entities’ operations.

The Company is a franchisor of 321 full-service restaurants and off-premises kitchens as of December 25, 2022, but does not possess any ownership interests in its franchisees and does not provide material direct financial support to its franchisees.

The Company is a franchisor of 291 restaurants as of December 31, 2023, but does not possess any ownership interests in its franchisees and does not provide material direct financial support to its franchisees.

These franchise relationships are not deemed variable interest entities and are not consolidated.

3 unchanged sentences

The additional week in a 53-week fiscal year is added to the fourth quarter.

All periods presented consisted of 52 weeks.

Use of Estimates - The preparation of the accompanying consolidated financial statements in conformity with generally accepted accounting principles (“U.S.

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Fiscal year 2023 consisted of 53 weeks and fiscal years 2022 and 2021 consisted of 52 weeks.

The additional operating week of 2023 resulted in increases of $ 83.5 million of Total revenues and $ 0.15 of GAAP diluted earnings per share in the Consolidated Statements of Operations and Comprehensive Income.

Use of Estimates - The preparation of the accompanying consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimated.

Cash and Cash Equivalents - Cash equivalents consist of investments that are readily convertible to cash with an original maturity date of three months or less.

Cash and cash equivalents include $ 56.2 million and $ 41.5 million, as

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Cash and Cash Equivalents - Cash equivalents consist of investments that are readily convertible to cash with an original maturity date of three months or less.

Cash and cash equivalents include $ 41.5 million and $ 41.3 million, as of December 25, 2022 and December 26, 2021, respectively, for amounts in transit from credit card companies since settlement is reasonably assured.

of December 31, 2023 and December 25, 2022, respectively, for amounts in transit from credit card companies since settlement is reasonably assured.

Restricted Cash - From time to time, the Company may have short-term restricted cash balances consisting of amounts pledged for settlement of deferred compensation plan obligations.

4 unchanged sentences

See Note 7 - Other Current Assets, Net for disclosure of trade receivables by category as of December 31, 2023 and December 25, 2022.

Financial instruments that potentially subject the Company to concentrations of counterparty risk are cash and cash equivalents, restricted cash and derivatives.

Financial instruments that potentially subject the Company to concentrations of counterparty risk are cash and cash equivalents and derivatives.

The Company attempts to limit its counterparty risk by investing in certificates of deposit, money market funds, noninterest-bearing accounts and other highly rated investments.

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The Company suspends depreciation and amortization for assets held for sale.

The cost and related accumulated depreciation of assets sold or disposed of are removed from the Company’s Consolidated Balance Sheets, and any resulting gain or loss is generally recognized in Other restaurant operating expense in its Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company capitalizes direct and indirect internal costs associated with the acquisition, development, design and construction of Company-owned restaurant locations as these costs have a future benefit to the Company.

9 unchanged sentences

The carrying value of the reporting unit is compared to its calculated fair value, with any excess of carrying value over fair value deemed to be an impairment.

Definite-lived intangible assets, which consist primarily of trademarks and reacquired franchise rights, are recorded at fair value as of the date of acquisition, amortized over their estimated useful lives and tested for impairment, using the relief from royalty method, whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Definite-lived intangible assets, which consist of trademarks and reacquired franchise rights, are recorded at fair value as of the date of acquisition, amortized over their estimated useful lives and tested for impairment, using the relief from royalty method and discounted cash flows model, respectively, whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Derivatives - The Company records all derivatives on the balance sheet at fair value.

4 unchanged sentences

If the derivative qualifies for hedge accounting treatment, any gain or loss on the derivative instrument is recognized in equity as a change to Accumulated other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Unrealized gains or losses on the Company’s interest rate swaps are reclassified to Interest expense, net as interest payments are made on the hedged portion of the Company’s revolving credit facility.

The Company has elected to record cash flows from interest rate swaps within operating activities, the same category as the items being hedged, in its Consolidated Statements of Cash Flows.

The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

8 unchanged sentences

The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in Other assets, net on the Company’s Consolidated Balance Sheets.

Liquor licenses are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.

Insurance Reserves - The Company carries insurance programs with specific retention levels or high per-claim deductibles for a significant portion of expected losses under its workers’ compensation, general or liquor liability, health, property and management liability insurance programs.

2 unchanged sentences

Reserves recorded for workers’ compensation and general liability claims are discounted using the average of the one-year and five-year risk-free rate of monetary assets that have comparable maturities.

Share Repurchase - The par value of the repurchased shares is deducted from common stock and the excess of the purchase price over the par value of the shares is recorded to Accumulated deficit.

Share Repurchase - The par value of the repurchased shares is deducted from common stock and the excess of the purchase price over the par value of the shares, including broker commissions and excises taxes, is recorded to Accumulated deficit.

All shares of common stock acquired through share repurchase programs are retired and restored to authorized but unissued shares of common stock.

The Company has elected to record excise taxes in connection with share repurchases within operating activities in its Consolidated Statements of Cash Flows.

Revenue Recognition - The Company records food and beverage revenues, net of discounts and taxes, upon delivery to the customer.

Franchise-related revenues are included in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Franchise-related revenues are included in Franchise and other revenues in the Company’s

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Consolidated Statements of Operations and Comprehensive Income.

Royalties, which are generally a percentage of net sales of the franchisee, are recognized as revenue in the period in which the sales are reported to have occurred provided collectability is reasonably assured.

2 unchanged sentences

Gift card breakage, the amount of gift cards which will not be redeemed, is recognized using estimates based on historical redemption patterns.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

redemptions vary from assumptions used to estimate breakage, gift card breakage income may differ from the amount recorded.

If actual redemptions vary from assumptions used to estimate breakage, gift card breakage income may differ from the amount recorded.

The Company periodically updates its estimates used for breakage.

Breakage revenue is recorded as a component of Restaurant sales in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Breakage revenue is recorded as a component of Restaurant sales in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Approximately 84 % of deferred gift card revenue is expected to be recognized within 12 months of inception.

1 unchanged sentence

See Note 3 - Revenue Recognition for rollforwards of deferred gift card sales commissions and unearned gift card revenue.

Advertising fees charged to franchisees are recognized in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) provided collectability is reasonably assured.

Advertising fees charged to franchisees are recognized in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive Income provided collectability is reasonably assured.

Initial franchise and renewal fees are recognized over the term of the franchise agreement and renewal period, respectively.

1 unchanged sentence

The Company maintains a customer loyalty program, Dine Rewards, in the U.S., where customers earn a reward after attaining qualified spend amounts.

The Company’s estimate of the value of the reward is recorded as deferred revenue.

The Company’s estimate of the fair value of the reward is recorded as deferred revenue.

Each reward must be redeemed within specified time limits of earning such reward.

The revenue associated with the fair value of the reward is recognized upon the earlier of redemption or expiration of the reward.

Revenue is recorded upon redemption and breakage for unredeemed rewards is recorded proportional to historical redemption patterns.

The Company applies the practical expedient to exclude disclosures regarding loyalty program remaining performance obligations, which have original expected durations of less than one year.

The Company collects and remits sales, food and beverage, alcoholic beverage and hospitality taxes on transactions with customers and reports revenue net of taxes in its Consolidated Statements of Operations and Comprehensive Income (Loss).

Leases - The Company’s determination of whether an arrangement contains a lease is based on an evaluation of whether the arrangement conveys the right to use and control specific property or equipment.

5 unchanged sentences

Subsequent changes in the index are recorded as variable rental payments.

Variable rental payments are expensed as incurred in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) and future variable rent obligations are not included within the lease liabilities on the Consolidated Balance Sheets.

Variable rental payments are expensed as incurred in the Company’s Consolidated Statements of Operations and Comprehensive Income and future variable rent obligations are not included within the lease liabilities on the Consolidated Balance Sheets.

The depreciable life of lease assets and leasehold improvements are limited by the expected lease term.

None of the Company’s leases contain any material residual value guarantees or restrictive covenants.

The Company accounts for U.S.

fixed lease and non-lease components of a restaurant facility lease as a single lease component.

Upon the 2019 adoption of ASC Topic 842 - Leases , the Company elected the practical expedient to not separate U.S.

lease and non-lease components for real estate leases entered into after adoption.

Additionally, for certain equipment leases, the Company applies a portfolio approach to account for the lease assets and liabilities.

Leases with an initial term of 12 months or less are not recorded on its Consolidated Balance Sheets and are recognized on a straight-line basis over the lease term within Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Rent expense for the Company’s operating leases, which generally have escalating rentals over the term of the lease and may include rent holidays, is recorded on a straight-line basis over the initial lease term and those renewal periods that are reasonably certain.

Operating lease rent expense for open Company-owned restaurants is recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Payments received from landlords as incentives for leasehold improvements are recorded as a

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

reduction of the right-of-use asset and amortized on a straight-line basis over the term of the lease as a reduction of rent expense.

In April 2020, the FASB issued a question-and-answer document focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19 (the “Lease Modification Q&A”).

The Lease Modification Q&A provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease when the total cash flows resulting from the modified lease are substantially similar to the cash flows in the original lease.

The Company elected this practical expedient for COVID-19-related rent concessions, primarily rent deferrals or rent abatements, and elected not to remeasure the related lease liability and right-of-use asset for those leases.

Rent deferrals are accrued with no impact to straight-line rent expense.

Rent abatements are recognized as a reduction of variable rent expense in the month they occur.

This election will continue while these concessions are in effect.

Pre-Opening Expenses - Non-capital expenditures associated with opening new restaurants are expensed as incurred and are included in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

with an initial term of 12 months or less are not recorded on its Consolidated Balance Sheets and are recognized on a straight-line basis over the lease term within Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Operating lease rent expense for open Company-owned restaurants is recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Payments received from landlords as incentives for leasehold improvements are recorded as a reduction of the right-of-use asset and amortized on a straight-line basis over the term of the lease as a reduction of rent expense.

Consideration Received from Vendors - The Company receives consideration for a variety of vendor-sponsored programs, such as volume rebates, promotions and advertising allowances.

Advertising allowances are intended to offset the Company’s costs of promoting and selling menu items in its restaurants.

Vendor consideration is recorded as a reduction of Food and beverage costs or Other restaurant operating expense when recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Vendor consideration is recorded as a reduction of Food and beverage cost or Other restaurant operating expense when recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Impairment of Long-Lived Assets and Costs Associated with Exit Activities - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

8 unchanged sentences

Any subsequent adjustment to that liability as a result of lease termination or changes in estimates of cost recovery is recorded in the period incurred.

The associated expense is recorded in Provision for impaired assets and restaurant closings in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

The associated expense is recorded in Provision for impaired assets and restaurant closings in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Restaurant sites and certain other assets to be sold are included in assets held for sale when certain criteria are met, including the requirement that the likelihood of selling the assets within one year is probable.

1 unchanged sentence

All other advertising costs are expensed in the period in which the costs are incurred.

Advertising expense of $ 94.0 million, $ 59.7 million and $ 67.3 million for 2022, 2021 and 2020, respectively, was recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Legal Costs - Settlement costs are accrued when they are deemed probable and reasonably estimable.

Legal fees are recognized as incurred and are reported in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Advertising expense of $ 115.6 million, $ 94.0 million and $ 59.7 million for 2023, 2022 and 2021, respectively, was recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Legal Costs - Settlement costs for employment litigation are recorded to Other restaurant operating expense when they are deemed probable and reasonably estimable.

Legal fees are recognized as incurred and are reported in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Research and Development Expenses (“R&D”) - R&D is expensed as incurred in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Research and Development Expenses (“R&D”) - R&D is expensed as incurred in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income.

R&D primarily consists of payroll and benefit costs.

R&D was $ 3.5 million, $ 2.7 million and $ 2.6 million for 2023, 2022 and 2021, respectively.

Partner Compensation - In addition to base salary, Market Vice Presidents, 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 (“Monthly Payments”).

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

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

The Company may invest in corporate-owned life insurance policies, which are held within an irrevocable grantor or “rabbi” trust account for settlement of certain of the Company’s obligations under the deferred compensation plans.

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

Partner Compensation - In addition to base salary, field-level operators and multi-unit supervisors receive performance-based bonuses for providing management and supervisory services to their restaurants, certain of which may be based on their restaurants’ monthly operating results or cash flows.

The Company accrues for these obligations using current and historical restaurant performance information.

Most field-level compensation is recorded in Labor and other related expense, with compensation for multi-unit supervisors recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Many of the Company’s international operators are given the option to purchase participation interests in the cash distributions of the restaurants they manage.

The amount, terms and availability vary by country.

The Company estimates future bonuses and deferred compensation obligations to U.S.

Partners and Area Operating Partners, using current and historical information on restaurant performance and records the long-term portion of partner obligations in Other long-term liabilities, net on its Consolidated Balance Sheets.

Monthly Payments and deferred compensation expenses for U.S.

Partners are included in Labor and other related expenses and Monthly Payments and bonus expense for Area Operating Partners are included in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Stock-based Compensation - Stock-based compensation awards are measured at fair value at the date of grant and expensed over their vesting or service periods.

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Forfeitures of share-based compensation awards are recognized as they occur.

Beginning in 2021, performance-based share units (“PSUs”) issued by the Company include a relative total shareholder return (“Relative TSR”) modifier to the final payout outcome, which can adjust the payout percentage based on the achieved performance metric.

Performance-based share units (“PSUs”) issued by the Company include a relative total shareholder return (“Relative TSR”) modifier to the final payout outcome, which can adjust the payout percentage based on the achieved performance metric.

The Relative TSR is measured by comparing the Company’s Relative TSR to that of the constituents of the S&P 1500 Restaurants index.

Basic and Diluted Earnings (Loss) per Share - The Company computes basic earnings (loss) per share based on the weighted average number of common shares that were outstanding during the period.

Except where the result would be antidilutive, diluted earnings per share includes the dilutive effect of common stock equivalents, consisting of stock options, restricted stock units, performance-based share units and warrants, measured using the treasury stock method, and the Company’s convertible senior notes, measured using the if-converted method.

Basic and Diluted Earnings per Share - The Company computes basic earnings per share based on the weighted average number of common shares that were outstanding during the period.

Except where the result would be antidilutive, diluted earnings per share includes the dilutive effect of common stock equivalents, consisting of stock options, restricted stock units, PSUs and warrants, measured using the treasury stock method, and the Company’s convertible senior notes, measured using the if-converted method.

PSUs are considered dilutive when the related performance criterion has been met.

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dollars using the exchange rates in effect at the balance sheet date with the translation adjustments recorded in Accumulated other comprehensive loss in the Company’s Consolidated Statements of Changes in Stockholders’ Equity.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

operations are translated using the average exchange rates for the reporting period.

Foreign currency exchange transaction losses are recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Results of operations are translated using the average exchange rates for the reporting period.

Foreign currency exchange transaction losses are recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Income Taxes - Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred income tax assets and liabilities of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change.

The effect on deferred income tax assets and liabilities of a change in the tax rate is recognized within income in the period that includes the enactment date of the rate change.

A valuation allowance may reduce deferred income tax assets to the amount that is more likely than not to be realized.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The Company records a tax benefit for an uncertain tax position using the highest cumulative tax benefit that is more likely than not to be realized.

The Company adjusts its liability for unrecognized tax benefits in the period in which it determines the issue is effectively settled, the statute of limitations expires or when more information becomes available.

Liabilities for unrecognized tax benefits, including penalties and interest, are recorded in Accrued and other current liabilities and Other long-term liabilities, net on the Company’s Consolidated Balance Sheets.

Recently Adopted Financial Accounting Standards - During the thirteen weeks ended December 25, 2022, the Company adopted Accounting Standards Update (“ASU”) No.

2021-10, “Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance”, which requires financial statement footnote disclosure regarding government assistance accounted for by applying a grant or contribution accounting model by analogy.

See Note 3 - COVID-19 for information regarding COVID-19-related government assistance.

On December 28, 2020, the Company adopted ASU No.

Liabilities for unrecognized tax benefits are recorded as a reduction of Deferred income tax assets, net and within Other long-term liabilities, net, with related interest and penalties recorded in Other long-term liabilities, net, on the Company’s Consolidated Balance Sheets.

Interest and penalties recognized on liabilities for unrecognized tax benefits are included in Provision for income taxes.

Recently Adopted Financial Accounting Standards - On December 28, 2020, the Company adopted Accounting Standards Update (“ASU”) No.

2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40):

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ADJUSTMENT CONSOLIDATED BALANCE SHEET CLASSIFICATION AMOUNT

(in millions)

(dollars in millions)

Deferred tax impact of cumulative-effect adjustment Deferred income tax assets, net $ 14.9

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2020-06, the 2025 Notes are reflected entirely as a liability since the embedded conversion feature is no longer separately presented within stockholders’ equity.

Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” (“ASU No.

2023-07”) which requires disclosure of significant segment expenses regularly provided to the Company’s chief operating decision-maker (“CODM”).

2023-07 also allows for multiple measures of segment profit (loss) if the CODM utilizes such measures to allocate resources or assess performance.

2023-07 is effective for the Company beginning with the 2024 Form 10-K, with early adoption permitted.

The Company is currently evaluating the impact ASU No.

2023-07 will have on its disclosures.

In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” (“ASU No.

2023-09”) which expands existing income tax disclosures, including disaggregation of the Company’s effective income tax rate reconciliation table and income taxes paid disclosures.

2023-09 is effective for the Company beginning with the 2025 Form 10-K, with early adoption permitted.

The Company is currently evaluating the impact ASU No.

2023-09 will have on its disclosures.

Recent accounting guidance not discussed herein is not applicable, did not have, or is not expected to have a material impact to the Company.

Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for the current period, including, but not limited to, presentation of certain items within the condensed consolidated statements of cash flows and certain notes to the consolidated financial statements.

These reclassifications had no effect on previously reported net income.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

COVID-19 Charges - Following is a summary of the charges recorded in connection with the COVID-19 pandemic for the period indicated (dollars in thousands):

CHARGES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION FISCAL YEAR

Inventory obsolescence and spoilage Food and beverage costs $ 10,450

Compensation for idle employees (1) Labor and other related 29,993

Other operating charges Other restaurant operating 3,219

Lease guarantee contingent liabilities (2) General and administrative 4,188

Allowance for expected credit losses (3) General and administrative 3,334

Other charges General and administrative 2,719

Right-of-use asset impairment (4) Provision for impaired assets and restaurant closings 32,992

Fixed asset impairment (4) Provision for impaired assets and restaurant closings 34,423

Goodwill and other impairment (5) Provision for impaired assets and restaurant closings 3,190

________________

(1) Represents relief pay for U.S.

hourly employees impacted by the closure of dining rooms, net of employee retention tax credits earned.

See COVID-19 Government Assistance below for further discussion regarding employee retention credits earned.

(2) Represents additional contingent liabilities recorded for lease guarantees related to certain former restaurant locations now operated by franchisees or other third parties.

(3) Includes additional reserves to reflect an increase in expected credit losses, primarily related to franchise receivables.

(4) Includes impairments resulting from the remeasurement of assets utilizing projected future cash flows revised for then-current economic conditions, restructuring charges, the closure of certain restaurants and in connection with the Out West Resolution Agreement.

See Note 5 - Impairments and Exit Costs and Note 4 - Revenue Recognition , for details regarding COVID-19 Restructuring costs and the Out West Resolution Agreement, respectively.

(5) Includes impairment of goodwill for the Company’s Hong Kong subsidiary.

See Note 10 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

COVID-19 Government Assistance - During 2020, the Company recorded $ 19.6 million of COVID-19-related government assistance primarily in connection with the Employee Retention Credit (“ERC”) provided under the Coronavirus, Aid, Relief and Economic Security (“CARES”) Act, substantially all of which was recorded in Labor and other related expenses in its Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company filed ERC claims for relief pay paid to employees impacted by government mandated dining room closures or capacity restrictions and quarantine pay.

The Company also received subsidies from the Hong Kong government primarily provided to help offset the cost of retaining employees.

During 2022 and 2021, the Company recognized immaterial government assistance in connection with payments received for these programs.

As there was no authoritative guidance under U.S.

GAAP on accounting for government assistance provided to for-profit business entities, the Company accounted for government assistance by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance.

The Company recognized assistance under each program when it met the program terms for assistance and receipt of assistance was reasonably assured.

Government assistance is generally recorded as a deduction to the related expenses or losses that the grants are intended to compensate.

During the periods presented, the Company did no t receive any Paycheck Protection Program loans, a program under the CARES Act providing loans to assist entities with paying their payroll and other costs.

(i) finance lease liabilities presented within other liabilities that were formerly presented within long-term debt, (ii) the separate presentation of current operating lease liabilities on the face of the Consolidated Balance Sheets, (iii) amounts previously reported in Other (expense) income, net, on the face the Consolidated Statements of Operations and Comprehensive Income were combined with Interest expense, net and (iv) the combined presentation of the

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Other comprehensive income impact of interest rate swaps on the face of the Consolidated Statements of Operations and Comprehensive Income.

These reclassifications had no effect on previously reporte d net income.

Revenue Recognition

The following table includes the categories of revenue included in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated:

(dollars in thousands) 2022 2021 2020

Restaurant sales $ 4,352,695 $ 4,061,093 $ 3,144,636

Franchise and other revenues

Franchise revenues 49,687 45,520 21,195

Other revenues (1) 14,126 15,772 4,730

Total Franchise and other revenues 63,813 61,292 25,925

Total revenues $ 4,416,508 $ 4,122,385 $ 3,170,561

________________

(1) For 2021, includes a $ 3.1 million benefit from the recognition of recoverable Program of Social Integration (“PIS”) and Contribution for the Financing of Social Security (“COFINS”) taxes within other revenues in connection with favorable court rulings in Brazil regarding the calculation methodology and taxable base.

The amount recognized primarily represents refundable PIS and COFINS taxes for prior years, including accrued interest.

The following table includes the disaggregation of Restaurant sales and franchise revenues by restaurant concept and major international market for the periods indicated:

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____________________

(1) Includes Restaurant sales for the Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil.

(1) Restaurant sales in Brazil includes $ 30.2 million and $ 7.7 million during 2023 and 2022, respectively, in connection with value added tax exemptions resulting from tax legislation.

See Note 20 - Income Taxes for details regarding the Brazil tax legislation.

(2) Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil.

Franchise revenues primarily include revenues from franchised Outback Steakhouse restaurants.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table includes a detail of assets and liabilities from contracts with customers included on the Company’s Consolidated Balance Sheets as of the periods indicated:

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Deferred franchise fees - non-current $ 4,036 $ 4,126

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table is a rollforward of deferred gift card sales commissions for the periods indicated:

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Balance, end of the period $ 374,274 $ 386,495 $ 387,945

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Franchisee Deferred Payment Agreement - On December 27, 2020, the Company 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”), who currently franchises 79 Outback Steakhouse restaurants in the western United States, primarily in California.

The Resolution Agreement ends on 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 (“Qualifying Event”) (the “Forbearance Period”).

Prior to the Resolution Agreement, Out West was in default of its franchise agreements for nonpayment of certain amounts due, and simultaneously in default of its credit agreement with its lenders primarily due to the significant impact of the COVID-19 pandemic.

Under the terms of the Resolution Agreement, the Company agreed to:

• not call upon any previous default under the existing franchise agreements during the Forbearance Period;

• reduce future advertising fees to 2.25 % of gross sales during the Forbearance Period;

• permanently waive unpaid royalty and advertising fees for the period of February 24, 2020 to July 26, 2020;

• allow for closure of four restaurants and certain sublease modifications (the “Property Concessions”);

• allow for closure of up to ten additional restaurants during the first 12 months of the Resolution Agreement, without imposition of any penalties or accelerated royalties;

• defer all non-waived past due royalties and advertising fees through November 22, 2020, and for certain permitted restaurant closings in connection with the Property Concessions, defer accelerated rent and royalties that otherwise would have been due under the terms and conditions of the respective franchise agreements and leases or subleases (the “Initial Deferred Balance”);

• defer all past due rents through December 27, 2020 on subleased properties totaling $ 3.6 million until April 2021 when the balance will be repaid over an 18-month period.

In connection with the Property Concessions, the Company recognized $ 4.7 million of lease right-of-use asset impairment during the thirteen weeks ended December 27, 2020, within the U.S.

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

Available Cash is calculated net of operating expenses, including local marketing expenditures required under the Resolution Agreement.

Under the Resolution Agreement, if Out West is unable to satisfy monthly royalty or advertising fees with Available Cash, such amounts will automatically increase the Initial Deferred Balance.

At the time of the Resolution Agreement, no amounts previously waived or reflected in the Initial Deferred Balance had been recorded as a receivable or revenue, with the exception of a $ 3.1 million receivable balance that had been previously fully reserved.

Collections of the Initial Deferred Balance, and any future amounts due under the Resolution Agreement or the Company’s franchise agreements after November 22, 2020, will be recognized if collectability is reasonably assured which is typically upon receipt of cash.

Since the execution of the Resolution Agreement, all current royalties and obligated amounts were collected, with the exception of $ 3.0 million of royalties during the thirteen weeks ended December 25, 2022 which were in excess of Out West’s calculation of Available Cash under the Forbearance Agreement.

The Company recorded an allowance for expected credit losses against a portion of these uncollected amounts during the thirteen weeks ended December 25, 2022.

See Note 20 - Allowance for Expected Credit Losses for additional details.

The entire deferred balance will become collectible upon any Qualifying Event.

If the Qualifying Event is the sale of all or substantially all of the assets or equity of Out West, the sale proceeds will be applied, between the Company and Out West’s lenders, in accordance with the payment priority established in the Resolution Agreement and Forbearance Agreement;

if the sales proceeds are insufficient to satisfy the deferred balance due to the Company, then the Company agreed to permanently waive any remaining deferred balance due to the Company.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Franchisee Deferred Payment Agreement - Effective December 31, 2023, the Company entered into an Amended & Restated Holistic Resolution 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”), who currently operate 78 franchised Outback Steakhouse restaurants in the western United States, primarily in California.

The 2023 Resolution Agreement ends on 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.

The 2023 Resolution Agreement amends and supersedes the original Holistic Resolution Agreement dated December 27, 2020 (the “Original Resolution Agreement”).

The terms of the 2023 Resolution Agreement are materially consistent with the Original Resolution Agreement and include similar agreements between Out West and its lenders prioritizing rents, royalties, national advertising fees and local marketing expenditures, and provides a mechanism to settle its obligations with its lenders and provide for capital expenditures, within certain limitations.

Impairments and Exit Costs

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Total impairment losses 40,412 5,486 13,401

Restaurant closure charges (benefits)

Restaurant closure (benefit) charges

( 7,143 ) 478 422

International 305 — ( 86 )

Total restaurant closure charges 478 336 1,531

Total restaurant closure (benefit) charges ( 6,838 ) 478 336

Provision for impaired assets and restaurant closings $ 33,574 $ 5,964 $ 13,737

____________________

and international impairment and closure charges during 2020 primarily relate to the COVID-19 pandemic, including charges related to the COVID-19 Restructuring discussed below and the Out West Resolution Agreement.

See Note 3 - COVID-19 for details regarding the impact of the COVID-19 pandemic on the Company’s financial results.

(2) Includes goodwill impairment charges of $ 2.0 million during 2020.

See Note 10 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

(3) Corporate impairment charges during 2020 primarily relate to transformational initiatives.

COVID-19 Restructuring - During 2020, the Company recognized pre-tax asset impairments and closure charges in connection with the closure of 22 U.S.

restaurants and from the update of certain cash flow assumptions, including lease renewal considerations (the “COVID-19 Restructuring”).

Following is a summary of the COVID-19 Restructuring charges recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the period indicated (dollars in thousands):

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION FISCAL YEAR

DESCRIPTION 2020

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

2023 Closure Initiative - During the fourteen weeks ended December 31, 2023, the Company recognized asset impairments and closure charges in connection with the closure of three U.S.

and two international Aussie Grill restaurants and the decision to close 36 predominantly older, underperforming U.S.

restaurants (the “2023 Closure Initiative”).

All remaining restaurant closures under the 2023 Closure Initiative were completed in February 2024, with an estimated $ 8 million to $ 11 million of related severance and closure charges to be recorded during the thirteen weeks ended March 31, 2024.

Following is a summary of the 2023 Closure Initiative charges recognized in the Consolidated Statements of Operations and Comprehensive Income for the periods indicated (dollars in thousands):

DESCRIPTION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION FOURTEEN WEEKS AND FISCAL YEAR ENDED

DECEMBER 31, 2023

Property, fixtures and equipment impairments Provision for impaired assets and restaurant closings $ 23,934

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Severance and other expenses General and administrative 622

Lease remeasurement gains

Other restaurant operating ( 2,450 )

During 2023, the Company recognized a lease termination gain of $ 6.7 million, net of related asset impairments, in connection with the closure of one U.S.

The remaining impairment and closure charges during the periods presented resulted primarily from locations identified for closure or relocation.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Accrued Facility Closure and Other Costs Rollforward - The following table is a rollforward of the Company’s closed facility lease liabilities and other accrued costs associated with the closure and restructuring initiatives for the period indicated:

Accrued Closed Facility Liabilities Rollforward - The following table is a rollforward of the Company’s closed facility lease-related liabilities and other accrued costs associated with closure and restructuring initiatives for the period indicated:

(dollars in thousands) 2023

Balance, beginning of the period $ 5,476

Additions 3,340

Cash payments ( 1,142 )

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Balance, end of the period $ 6,254

________________

(1) As of December 25, 2022, the Company had exit-related accruals related to certain closure and restructuring initiatives of $ 1.3 million recorded in Accrued and other current liabilities and $ 4.2 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.

Earnings (Loss) Per Share

The dilutive effect of the 2025 Notes is calculated using the if-converted method.

To the extent the Company has the ability to settle its 2025 Notes in shares of its common stock, the principal and conversion spread on the 2025 Notes will have a dilutive impact on diluted earnings per share when the average market price of the Company’s common stock for a given period exceeds the conversion price, which was initially $ 11.89 per share of common stock.

In February 2021, the Company provided the trustee of its 2025 Notes notice of the Company’s irrevocable election to settle the principal portion of the 2025 Notes in cash and any excess in shares.

As a result, subsequent to the election, only the amounts in excess of the principal amount are considered in diluted earnings per share under the if-converted method.

Earnings Per Share

In February 2021, the Company provided the trustee of its 2025 Notes notice of the Company’s irrevocable election to settle the principal portion of the 2025 Notes in cash and any excess of average market price of the Company’s common stock exceeding conversion price is to be settled in shares.

As a result, subsequent to the election, only the amounts in excess of the principal amount are considered in diluted earnings per share.

In connection with the offering of the 2025 Notes, the Company entered into the Convertible Note Hedge Transactions and Warrant Transactions described in Note 13 - Convertible Senior Notes.

However, the Convertible Note Hedge Transactions are not considered when calculating dilutive shares given their anti-dilutive impact as an offset to dilution of shares underlying the 2025 Notes.

The Warrant Transactions have a dilutive effect on the Company’s common stock to the extent the price of its common stock exceeds the strike price of the Warrant Transactions, which was initially $ 16.64 .

However, the Convertible Note Hedge Transactions are not considered when calculating dilutive shares given their antidilutive impact as an offset to dilution of shares underlying the 2025 Notes.

The Warrant Transactions have a dilutive effect on the Company’s common stock to the extent the price of its common stock exceeds the strike price of the Warrant Transactions.

See Note 13 - Convertible Senior Notes for additional information regarding the 2025 Notes, Convertible Note Hedge Transactions and Warrant Transactions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table presents the computation of basic and diluted earnings (loss) per share attributable to common stockholders for the periods indicated:

The following table presents the computation of basic and diluted earnings per share for the periods indicated:

(in thousands, except per share data) 2023 2022 2021

Net income (loss) attributable to Bloomin’ Brands

Net income attributable to Bloomin’ Brands

$ 247,386 $ 101,907 $ 215,555

Redemption of preferred stock in excess of carrying value (1) — — ( 3,496 )

Net income (loss) attributable to common stockholders 101,907 215,555 ( 162,211 )

Convertible senior notes if-converted method interest adjustment, net of tax (1) — — 345

Diluted net income (loss) attributable to common stockholders $ 101,907 $ 215,900 $ ( 162,211 )

Diluted net income attributable to Bloomin’ Brands $ 247,386 $ 101,907 $ 215,900

Basic weighted average common shares outstanding 87,230 88,846 88,981

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Diluted weighted average common shares outstanding 96,453 98,512 107,803

Basic earnings (loss) per share attributable to common stockholders $ 1.15 $ 2.42 $ ( 1.85 )

Diluted earnings (loss) per share attributable to common stockholders $ 1.03 $ 2.00 $ ( 1.85 )

Basic earnings per share $ 2.84 $ 1.15 $ 2.42

Diluted earnings per share $ 2.56 $ 1.03 $ 2.00

________________

(1) Consideration paid in excess of carrying value for the redemption of its Abbraccio preferred stock is considered a deemed dividend and, for purposes of calculating earnings (loss) per share, reduces net income attributable to common stockholders.

See Note 16 - Stockholders’ Equity for additional details.

(1) Adjustment for interest related to the 2025 Notes weighted for the portion of the period prior to the Company’s election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes in cash.

Effective with the Company’s election, there will be no further numerator adjustments for interest or denominator adjustments for shares required to settle the principal portion.

(3) During 2022, the Company repurchased $ 125.0 million of the 2025 Notes and retired the corresponding portion of the related warrants.

(2) During 2022, the Company repurchased $ 125.0 million of the 2025 Notes and settled the corresponding portion of the related warrants.

See Note 13 - Convertible Senior Notes for additional details.

Due to the Company’s net loss during 2020, dilutive excess shares, if applicable, and warrants were excluded from the computation of diluted loss per share as their effect would be antidilutive.

Share-based compensation-related weighted average securities outstanding not included in the computation of net earnings (loss) per share attributable to common stockholders because their effect was antidilutive were as follows for the periods indicated:

Share-based compensation-related weighted average securities outstanding not included in the computation of earnings per share because their effect was antidilutive were as follows for the periods indicated:

(shares in thousands) 2023 2022 2021

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Nonvested performance-based share units 368 461 377

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Stock-based and Deferred Compensation Plans

Stock-based Compensation Plans

The Company recognized stock-based compensation expense as follows for the periods indicated:

The Company recognized stock-based compensation expense, net of capitalized expense, as follows for the periods indicated:

(dollars in thousands) 2023 2022 2021

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Stock options 835 503 2,286

$ 16,366 $ 24,291 $ 14,716

Total stock-based compensation expense, net of capitalized expense $ 11,834 $ 16,366 $ 24,291

________________

(1) For 2022, includes a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2020 based on Company performance against criteria set forth in the award agreements.

(1) For 2023 and 2022, includes a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal years 2022 and 2020, respectively, based on revised Company projections of performance criteria set forth in the award agreements.

For 2021, includes a cumulative life-to-date adjustment to increase expense for PSUs granted in fiscal years 2019, 2020 and 2021 based on Company performance against criteria set forth in the award agreements.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Performance-based Share Units - The number of PSUs that vest is determined for each year based on the achievement of certain performance criteria as set forth in the award agreement and may range from zero to 200 % of the annual target grant.

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The following table presents a summary of the Company’s PSU activity:

(in thousands, except per unit data) PERFORMANCE-BASED SHARE UNITS WEIGHTED AVERAGE

FAIR VALUE PER UNIT AGGREGATE INTRINSIC VALUE (1)

(in thousands, except per unit data) PERFORMANCE-BASED SHARE UNITS WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT AGGREGATE

INTRINSIC VALUE (1)

Outstanding as of December 25, 2022 874 $ 24.83 $ 18,323

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________________

(1) Based on the $ 20.95 and $ 20.96 share price of the Company’s common stock on December 23, 2021 and 2022, the last trading day of 2022 and 2021, respectively.

(1) Based on the $ 20.96 and $ 28.15 share price of the Company’s common stock on December 23, 2022 and December 29, 2023, the last trading day of 2022 and 2023, respectively.

(2) Represents adjustment to 148 % payout for PSUs granted during 2020.

Prior to 2021, the fair value of PSUs was based on the closing price of the Company’s common stock on the grant date.

During 2022 and 2021, the Company granted PSUs subject to final payout modification by a Relative TSR modifier.

(3) Estimated number of units to be issued upon the vesting of outstanding PSUs based on Company performance projections of performance criteria set forth in the 2021, 2022 and 2023 PSU award agreements.

The Company grants PSUs subject to final payout modification by a Relative TSR modifier.

This Relative TSR modifier can adjust the final payout outcome by 75 %, 100 % or 125 % of the achieved performance metric, with the overall payout capped at 200 % of the annual target grant.

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The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that the market conditions will be achieved and is applied to the closing price of the Company’s common stock on the date of the grant.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated:

2023 2022 2021

Risk-free interest rate (1) 4.26 % 1.64 % 0.20 %

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Volatility (3) 51.02 % 49.11 % 48.45 %

Grant date fair value per unit (4) $ 29.01 $ 26.10 $ 29.73

________________

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(3) Based on the historical volatility of the Company’s stock over the last seven years.

(4) Represents a premium above the grant date per share value of the Company’s common stock for the Relative TSR modifier of 2.7 %, 7.9 % and 14.3 % for grants during 2023, 2022 and 2021, respectively.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following represents PSU compensation information for the periods indicated:

(dollars in thousands, except grant date fair value data) 2022 2021 2020

Weighted average grant date fair value for PSUs granted (1) $ 26.10 $ 29.73 $ 19.96

(dollars in thousands) 2023 2022 2021

Intrinsic value for PSUs vested $ 12,908 $ 7,626 $ 3,768

Fair value of PSUs vested $ 6,646 $ 3,401 $ 4,809

Grant date fair value of PSUs vested $ 9,332 $ 6,646 $ 3,401

Tax benefits for PSU compensation expense $ 745 $ 348 $ 134

1 unchanged sentence

Remaining weighted average vesting period 1.2 years

________________

(1) Represents a premium above the per share value of the Company’s common stock for the Relative TSR modifier as of the grant date of 7.9 % and 14.3 % for grants during 2022 and 2021, respectively.

(2) PSUs typically vest after three years .

Restricted Stock Units (“RSUs”) - RSUs generally vest over a period of three years in an equal number of shares each year.

Following is a summary of the Company’s RSU activity:

(in thousands, except per unit data) RESTRICTED STOCK UNITS WEIGHTED AVERAGE

FAIR VALUE PER UNIT AGGREGATE INTRINSIC VALUE (1)

(in thousands, except per unit data) RESTRICTED STOCK UNITS WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT AGGREGATE INTRINSIC VALUE (1)

Outstanding as of December 25, 2022 657 $ 21.72 $ 13,776

4 unchanged sentences

________________

(1) Based on the $ 20.95 and $ 20.96 share price of the Company’s common stock on December 23, 2021 and 2022, the last trading day of 2022 and 2021, respectively.

(1) Based on the $ 20.96 and $ 28.15 share price of the Company’s common stock on December 23, 2022 and December 29, 2023, the last trading day of 2022 and 2023, respectively.

(2) All RSUs outstanding as of December 31, 2023 are expected to vest.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following represents RSU compensation information for the periods indicated:

2 unchanged sentences

Intrinsic value of RSUs vested $ 10,275 $ 9,070 $ 13,482

Fair value of RSUs vested $ 8,025 $ 9,434 $ 8,973

Grant date fair value of RSUs vested $ 8,257 $ 8,025 $ 9,434

Tax benefits for RSU compensation expense $ 1,528 $ 1,113 $ 1,592

7 unchanged sentences

The Company settles stock option exercises with authorized but unissued shares of the Company’s common stock.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table presents a summary of the Company’s stock option activity:

5 unchanged sentences

Forfeited or expired ( 8 ) $ 25.35

Outstanding as of December 25, 2022 (1) 3,188 $ 21.43 4.0 $ 3,337

Exercisable as of December 25, 2022 3,149 $ 21.46 4.0 $ 3,244

Outstanding and exercisable as of December 31, 2023 (1) 1,725 $ 21.04 3.2 $ 12,263

________________

4 unchanged sentences

Cash received from option exercises, net of tax withholding $ 31,778 $ 17,888 $ 14,951

Fair value of stock options vested $ 7,645 $ 19,246 $ 16,468

Grant date fair value of stock options vested $ 1,037 $ 7,645 $ 19,246

Tax benefits for stock option compensation expense $ 757 $ 1,495 $ 1,942

1 unchanged sentence

Deferred Compensation Plans

Partner Deferred Compensations Plans - Certain U.S.

Partners may participate in deferred compensation programs that are subject to the rules of Section 409A of the Internal Revenue Code.

The Company may invest in corporate-owned life insurance policies, which are held within an irrevocable grantor or rabbi trust account for settlement of certain of the obligations under the deferred compensation plans.

The deferred compensation obligation due to U.S.

Partners under these plans was $ 3.5 million and $ 15.5 million as of December 25, 2022 and

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

December 26, 2021, respectively.

The rabbi trust is funded through the Company’s voluntary contributions and was fully funded as of December 25, 2022.

401(k) Plan - The Company has a qualified defined contribution plan that qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended.

12 unchanged sentences

Deferred gift card sales commissions 18,081 17,755

Company-owned life insurance (2) — 17,244

Other current assets, net 5,404 4,671

2 unchanged sentences

(1) See Note 19 - Allowance for Expected Credit Losses for a rollforward of the related allowance for expected credit losses.

(2) During 2022, the Company withdrew the current portion of its Company-owned life insurance policies to pay deferred compensation obligations.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Property, Fixtures and Equipment, Net

12 unchanged sentences

Repair and maintenance expense $ 125,492 $ 116,318 $ 104,209

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Goodwill and Intangible Assets, Net

13 unchanged sentences

Total goodwill $ 1,064,370 $ ( 788,053 ) $ 1,061,085 $ ( 788,053 ) $ 1,056,497 $ ( 788,053 )

T he COVID-19 outbreak was considered a triggering event during the first quarter of 2020, indicating that the carrying amount of goodwill may not be recoverable.

As a result, the Company performed a quantitative assessment for its four U.S.

and three international reporting units to determine whether a reporting unit was impaired.

Based on this assessment, which utilized a discounted cash flow analysis, the Company recorded full impairment of goodwill related to its Hong Kong reporting unit of $ 2.0 million within the international segment during the first quarter of 2020.

Impairment was not recorded for any of the Company’s other reporting units as a result of the quantitative assessment.

The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets each year during the second quarter.

The Company’s 2022 and 2021 assessments utilized a qualitative approach.

The Company’s 2023 assessment was quantitative and the 2022 and 2021 assessments were qualitative.

As a result of these assessments, the Company did no t record any goodwill asset impairment charges during 2023, 2022 or 2021.

Since the Company performed a quantitative assessment on the last day of the first quarter of 2020, as described above, the Company utilized the same assumptions and analysis in performing a quantitative annual assessment in its second quarter and concluded that no additional impairment was required.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Intangible Assets, net - Intangible assets, net, consisted of the following as of the periods indicated:

6 unchanged sentences

Total intangible assets 6 $ 533,174 $ ( 90,189 ) $ 442,985 $ 531,270 $ ( 82,944 ) $ 448,326

The Company did no t record any indefinite-lived intangible asset impairment charges during the periods presented.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

________________

(1) Included within Outback Steakhouse - Brazil.

The Company did no t record any intangible asset impairment charges during the periods presented.

The following table presents goodwill, trade names and trademarks balances by reporting unit as of the periods indicated:

DECEMBER 31, 2023 DECEMBER 25, 2022

(dollars in thousands) GOODWILL TRADE NAMES TRADEMARKS GOODWILL TRADE NAMES TRADEMARKS

Outback Steakhouse $ 123,188 $ 287,000 $ — $ 123,188 $ 287,000 $ —

Carrabba’s Italian Grill 18,826 69,000 — 18,826 69,000 —

Bonefish Grill 28,188 — 9,788 28,188 — 12,618

Fleming’s Prime Steakhouse & Wine Bar 455 — 8,412 455 — 9,407

total 170,657 356,000 18,200 170,657 356,000 22,025

Outback Steakhouse - Brazil 62,994 — — 59,709 — 252

International - Franchise 42,666 58,716 — 42,666 58,716 —

International total 105,660 58,716 — 102,375 58,716 252

Total $ 276,317 $ 414,716 $ 18,200 $ 273,032 $ 414,716 $ 22,277

Definite-lived intangible assets are amortized on a straight-line basis.

4 unchanged sentences

(dollars in thousands)

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Other Assets, Net

2 unchanged sentences

Company-owned life insurance $ 28,018 $ 27,789

Deferred debt issuance costs (1) 5,505 5,861

Deferred debt issuance costs - revolving credit facility (1) 3,813 5,505

Liquor licenses 23,125 23,454

6 unchanged sentences

(dollars in thousands) DECEMBER 31, 2023 DECEMBER 25, 2022

Accrued rent and current operating lease liabilities $ 187,136 $ 181,636

Accrued payroll and other compensation $ 98,903 $ 84,075

3 unchanged sentences

________________

(1) During 2022, accrued payroll and other compensation decreased primarily due to payment of deferred compensation obligations and a decrease in incentive compensation.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(1) During 2023, other current liabilities increased primarily due to increased accrued advertising expense.

Long-term Debt, Net

Following is a summary of outstanding long-term debt as of the periods indicated:

Following is a summary of outstanding long-term debt, net, as of the periods indicated:

DECEMBER 31, 2023 DECEMBER 25, 2022

(dollars in thousands) OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE

Senior Secured Credit Facility:

Term loan A (1) $ — $ 195,000 1.60 %

Revolving credit facility (2) 430,000 5.79 % 80,000 3.75 %

Total Senior Secured Credit Facility 430,000 275,000

Senior secured credit facility - revolving credit facility (1) $ 381,000 6.96 % $ 430,000 5.79 %

2025 Notes 104,786 5.00 % 105,000 5.00 %

2029 Notes 300,000 5.13 % 300,000 5.13 %

Finance lease liabilities 5,976 2,376

unamortized debt discount and issuance costs ( 5,067 ) ( 6,493 )

finance lease interest ( 1,191 ) ( 154 )

Total debt, net 833,292 793,065

current portion of long-term debt ( 1,636 ) ( 10,958 )

Long-term debt, net $ 780,719 $ 828,507

________________

(1) Interest rate represents the weighted average interest rate.

(2) Interest rate represents the weighted average interest rate as of December 25, 2022 and the base rate option elected in anticipation of impending repayment as of December 26, 2021.

Subsequent to December 25, 2022, the Company repaid $ 80.0 million on its revolving credit facility.

(3) During 2022, the Company repurchased $ 125.0 million of the 2025 Notes.

See Note 14 - Convertible Senior Notes for details regarding the 2025 Notes and related hedge and warrant transactions.

(4) In connection with the Amended Credit Agreement and the partial repurchase of the 2025 Notes, $ 5.7 million of debt issuance costs were written off during 2022.

See Note 14 - Convertible Senior Notes for details regarding the partial repurchase of the 2025 Notes.

(1) Interest rate represents the weighted average interest rate as of the respective periods.

Bloomin’ Brands, Inc.

1 unchanged sentence

Credit Agreement - On April 16, 2021, the Company and OSI, as co-borrowers, entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for senior secured financing of up to $ 1.0 billion consisting of a $ 200.0 million Term loan A and an $ 800.0 million revolving credit facility (the “Senior Secured Credit Facility”).

The Senior Secured Credit Facility matures on April 16, 2026 and replaced the Company’s prior senior secured financing of up to $ 1.5 billion (the “Former Credit Facility”).

The Senior Secured Credit Facility matures on April 16, 2026 .

On April 26, 2022, the Company and OSI entered into the First Amendment to the Second Amended and Restated Credit Agreement and Incremental Amendment (the “Amended Credit Agreement”), which included an increase of the Company’s existing revolving credit facility from $ 800.0 million to $ 1.0 billion and a transition from the London Inter-Bank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) as the benchmark rate for purposes of calculating interest under the Senior Secured Credit Facility.

At closing, an incremental $ 192.5 million was drawn on the revolving credit facility to fully repay the outstanding balance of Term loan A.

At closing, an incremental

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

$ 192.5 million was drawn on the revolving credit facility to fully repay the outstanding balance of Term loan A.

The total indebtedness of the Company remained unchanged as a result of the Amended Credit Agreement.

7 unchanged sentences

150 to 250 basis points over the Adjusted Term SOFR

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The transition to SOFR did not materially impact the interest rate applied to the Company’s borrowings.

5 unchanged sentences

make significant payments;

pay dividends and other restricted payments;

pay dividends above certain thresholds and other restricted payments;

make certain investments;

2 unchanged sentences

and effect certain other transactions with affiliates.

Total Net Leverage Ratio (“TNLR”) is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash, excluding the 2025 Notes) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Amended Credit Agreement).

The Amended Credit Agreement requires a TNLR not to exceed 4.50 to 1.00.

The Amended Credit Agreement requires a Total Net Leverage Ratio (“TNLR”) not to exceed 4.50 to 1.00.

TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash, excluding the 2025 Notes) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Amended Credit Agreement).

As of December 31, 2023 and December 25, 2022, the Company was in compliance with its debt covenants.

6 unchanged sentences

The Company may also redeem up to 40 % of the 2029 Notes in an amount not greater than the proceeds of certain equity offerings completed before April 15, 2024, at a redemption price equal to 105.125 % of the principal amount thereof, plus accrued and unpaid interest.

In addition, at any time prior to April 15, 2024, the Company may redeem some or all of the 2029 Notes at a price equal to 100 % of the principal amount, plus a make-whole premium, plus accrued and unpaid interest.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

addition, at any time prior to April 15, 2024, the Company may redeem some or all of the 2029 Notes at a price equal to 100 % of the principal amount, plus a make-whole premium, plus accrued and unpaid interest.

The Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness or issue certain preferred stock;

pay dividends, redeem stock or make other distributions;

pay dividends above certain thresholds, redeem stock or make other distributions;

make certain investments;

7 unchanged sentences

The Indenture contains customary events of default, including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, and failure to pay certain judgments.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The net proceeds from the 2029 Notes offering were approximately $ 294.5 million, after deducting the initial purchaser’s discount and the Company’s offering expenses.

The net proceeds were used to repay a portion of the Company’s outstanding Term loan A and revolving credit facility in conjunction with the refinancing of its former credit facility.

4 unchanged sentences

unamortized debt discount and issuance costs ( 5,067 )

finance lease interest ( 1,191 )

Total principal payments $ 780,719

4 unchanged sentences

The 2025 Notes bear cash interest at an annual rate of 5.00 %, payable semi-annually in arrears on May 1 and November 1 of each year.

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

The initial conversion rate applicable to the 2025 Notes was 84.122 shares of common stock per $ 1,000 principal amount of 2025 Notes, or a total of approximately 19.348 million shares for the total $ 230.0 million principal amount.

2 unchanged sentences

Prior to the close of business on the business day immediately preceding November 1, 2024, holders may convert all or a portion of their 2025 Notes under the following circumstances:

(i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(ii) during the five consecutive business days immediately after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company’s common stock and the conversion rate on each such trading day;

(iii) upon the occurrence of specified corporate events or distributions on the Company’s common stock;

(iv) if the Company calls the 2025 Notes for redemption and (v) at any time from, and including November 1, 2024 until the close of business on the second scheduled trading day immediately before the maturity date.

(i) during any calendar quarter if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(ii) during the five consecutive business days immediately after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The 2025 Notes will be redeemable by the Company, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 1, 2023 and on or before the 40 th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on:

of 2025 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company’s common stock and the conversion rate on each such trading day;

(iii) upon the occurrence of specified corporate events or distributions on the Company’s common stock;

The 2025 Notes are redeemable by the Company, in whole or in part, at the Company’s option at any time, and from time to time, on or before the 40 th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on:

(i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

11 unchanged sentences

In connection with dividends paid during 2023, the conversion rate for the remaining 2025 Notes decreased to approximately $ 11.14 per share, which represents 89.730 shares of common stock per $ 1,000 principal amount of the 2025 Notes, or a total of approximately 9.402 million shares.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table includes the outstanding principal amount and carrying value of the 2025 Notes as of the periods indicated:

(dollars in thousands) DECEMBER 31, 2023 DECEMBER 25, 2022

Long-term debt, net

Principal $ 104,786 $ 105,000

debt issuance costs (1) ( 1,939 ) ( 5,898 )

unamortized debt issuance costs ( 1,138 ) ( 1,939 )

Net carrying amount $ 103,648 $ 103,061

________________

(1) Debt issuance costs are amortized to Interest expense, net using the effective interest method over the 2025 Notes’ expected life.

During 2022, the Company wrote off $ 2.8 million of debt issuance costs as a result of the 2025 Notes Partial Repurchase.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Following is a summary of interest expense for the 2025 Notes, by component for the periods indicated:

1 unchanged sentence

Coupon interest $ 5,242 $ 8,080 $ 11,500

Deferred discount amortization — — 6,275

Debt issuance cost amortization 798 1,156 1,557

1 unchanged sentence

________________

(1) The effective rate of the 2025 Notes over their expected life was 5.85 % for 2022 and 2021 and 13.73 % for 2020.

(1) The effective rate of the 2025 Notes over their expected life is 5.85 %.

Convertible Note Hedge and Warrant Transactions - In connection with the offering of the 2025 Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with certain of the initial purchasers of the 2025 Notes and/or their respective affiliates and other financial institutions (in this capacity, the “Hedge Counterparties”).

3 unchanged sentences

The strike price was initially $ 16.64 per share and is subject to certain adjustments under the terms of the Warrant Transactions.

The portion of the net proceeds to the Company from the offering of the 2025 Notes that was used to pay the premium on the Convertible Note Hedge Transactions, net of the proceeds to the Company from the Warrant Transactions, was approximately $ 19.6 million.

The net costs incurred in connection with the Convertible Note Hedge Transactions and Warrant Transactions were recorded as a reduction to Additional paid-in capital on the Company’s Consolidated Balance Sheet during 2020.

The Convertible Note Hedge Transactions are exercisable upon conversion of the 2025 Notes.

12 unchanged sentences

Accrued insurance liability $ 26,616 $ 28,133

Deferred payroll tax liabilities (1) — 27,302

Deferred compensation obligations 34,800 31,608

1 unchanged sentence

$ 97,385 $ 90,535

_______________

(1) During 2022, the Company made a payment of $ 27.3 million related to payroll taxes deferred under the CARES Act.

Stockholders’ Equity

Share Repurchases - On February 8, 2022, the Company’s Board of Directors (the “Board”) approved a share repurchase program (the “2022 Share Repurchase Program”) under which the Company was authorized to repurchase up to $ 125.0 million of its outstanding common stock.

Share Repurchases - On February 7, 2023, the Company’s Board of Directors (the “Board”) approved a share repurchase program (the “2023 Share Repurchase Program”) under which the Company is authorized to repurchase up to $ 125.0 million of its outstanding common stock.

The 2023 Share Repurchase Program will expire on August 7, 2024.

As of December 31, 2023, $ 70.0 million remained available for repurchase under the 2023 Share Repurchase Program.

Following is a summary of the shares repurchased under the 2022 Share Repurchase Program during fiscal year 2022:

Following is a summary of the shares repurchased during fiscal year 2023:

(in thousands, except per share data) NUMBER OF SHARES AVERAGE REPURCHASE PRICE PER SHARE AMOUNT

5 unchanged sentences

________________

(1) Subsequent to December 25, 2022, the Company repurchased 644 thousand shares of its common stock for $ 15.0 million under a Rule 10b5-1 plan.

On February 7, 2023, the Company’s Board approved a new $ 125.0 million authorization (the “2023 Share Repurchase Program”).

(1) Excludes $ 0.1 million of excise tax on share repurchases.

Subsequent to December 31, 2023, the Company repurchased 473 thousand shares of its common stock for $ 12.5 million under the 2023 Share Repurchase Program under a Rule 10b5-1 plan.

In February 2024, the Company’s Board canceled the remaining $ 57.5 million of authorization under the 2023 Share Repurchase Program and approved a new $ 350.0 million authorization (the “2024 Share Repurchase Program”).

The 2024 Share Repurchase Program includes capacity above the Company’s normal repurchase activity to provide flexibility in retiring the 2025 Notes at or prior to their May 2025 maturity.

The 2024 Share Repurchase Program will expire on August 13, 2025.

8 unchanged sentences

Total cash dividends declared and paid $ 0.96 $ 0.56 $ 83,742 $ 49,736

On February 7, 2023, the Board declared a quarterly cash dividend of $ 0.24 per share, payable on March 15, 2023 to shareholders of record at the close of business on March 1, 2023 .

In February 2024, the Board declared a quarterly cash dividend of $ 0.24 per share, payable on March 20, 2024 to shareholders of record at the close of business on March 6, 2024 .

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Redeemable Preferred Stock - In connection with the development of its Abbraccio Cucina Italiana (“Abbraccio”) concept in 2015, the Company sold preferred shares of its Abbraccio concept (“Abbraccio Shares”) to certain investors.

During 2020, the Company exercised a call option to purchase all outstanding Abbraccio Shares for $ 1.0 million and recorded a reduction to Accumulated deficit and an increase in Net loss applicable to common stockholders of $ 3.5 million for the consideration paid in excess of the Abbraccio Shares’ carrying value.

Accumulated Other Comprehensive Loss (“AOCL”) - Following are the components of AOCL as of the periods indicated:

3 unchanged sentences

Accumulated other comprehensive loss $ ( 178,304 ) $ ( 185,311 )

Following are the components of Other comprehensive income (loss) attributable to Bloomin’ Brands for the periods indicated:

Following are the components of Other comprehensive income attributable to Bloomin’ Brands for the periods indicated:

(dollars in thousands) 2023 2022 2021

Foreign currency translation adjustment $ 7,622 $ 10,169 $ ( 6,597 )

Unrealized gain (loss) on derivatives, net of tax (1) 573 86 ( 14,741 )

Reclassification of adjustments for loss on derivatives included in Net income (loss), net of tax (2) 954 7,392 9,923

Impact of terminated interest rate swaps included in Net income (loss), net of tax (2) 8,982 4,576 —

Total gain (loss) on derivatives, net of tax 10,509 12,054 ( 4,818 )

Other comprehensive income (loss) attributable to Bloomin’ Brands $ 20,678 $ 5,457 $ ( 41,670 )

Change in fair value of derivatives, net of tax ( 606 ) 573 86

Reclassification realized in Net income, net of tax (1) ( 9 ) 954 7,392

Impact of terminated interest rate swaps included in Net income, net of tax (1) — 8,982 4,576

(Loss) gain on derivatives, net of tax ( 615 ) 10,509 12,054

Other comprehensive income attributable to Bloomin’ Brands $ 7,007 $ 20,678 $ 5,457

________________

(1) Unrealized loss on derivatives during 2020 is net of tax of $ 5.1 million.

(1) See Note 16 - Derivative Instruments and Hedging Activities for the tax impact of reclassifications and the terminated swaps.

7 unchanged sentences

Under the terms of the 2018 Swap Agreements, the Company paid a weighted average fixed rate of 3.04 % on the notional amount and received payments from the counterparties based on the one-month LIBOR rate.

In connection with the refinancing of its Former Credit Facility, on April 16, 2021 the Company terminated its variable-to-fixed interest rate swap agreements with seven counterparties having an aggregate notional amount of $ 275.0 million for a payment of approximately $ 13.3 million, including accrued interest.

Following these terminations, $ 13.4 million of unrealized losses related to the terminated swap agreements included in AOCL were amortized on a straight-line basis to Interest expense, net over the remaining original term of the terminated swaps.

During 2021 and 2022, Company terminated its 2018 Swap Agreements for aggregate payments of approximately $ 18.3 million, excluding accrued interest.

Following these terminations, unrealized losses related to the terminated swap agreements included in AOCL were amortized on a straight-line basis to Interest expense, net over the remaining original term of the terminated swaps.

On December 5, 2023, OSI entered into six interest rate swap agreements with five counterparties (the “2023 Swap Transactions”) to manage its exposure to fluctuations in variable interest rates.

The 2023 Swap Transactions have an aggregate notional amount of $ 200.0 million and include one and two -year tenors with the following terms:

NOTIONAL AMOUNT WEIGHTED AVERAGE FIXED INTEREST RATE (1) EFFECTIVE DATE TERMINATION DATE

$ 100,000,000 4.92 % December 29, 2023 December 31, 2024

$ 100,000,000 4.34 % December 29, 2023 December 31, 2025

____________________

(1) The weighted averaged fixed interest rate excludes the term SOFR adjustment and interest rate spread described below.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

As a result of the Company’s anticipated decrease in variable rate debt balances due to significant voluntary debt payments, on December 9, 2021 the Company terminated its variable-to-fixed interest rate swap agreements with three counterparties having an aggregate notional amount of $ 150.0 million for a payment of approximately $ 4.1 million, including accrued interest.

Following these terminations, $ 4.1 million of unrealized losses related to the terminated swap agreements included in AOCL were amortized to Interest expense, net over the remaining original term of the terminated swaps.

In connection with the Amended Credit Agreement, on April 26, 2022 the Company terminated its remaining variable-to-fixed interest rate swap agreements.

Following these terminations, the unrealized losses related to the terminated swap agreements included in Accumulated other comprehensive loss were amortized to Interest expense, net over the remaining original term of the terminated swaps.

The Company’s swap agreements were designated and qualified as cash flow hedges, recognized on its Consolidated Balance Sheet at fair value as of December 26, 2021 and classified based on the instruments’ maturity dates.

In connection with the 2023 Swap Transactions, the Company effectively converted $ 200 million of its outstanding indebtedness from the SOFR, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points to the weighted average fixed interest rates within the table above, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points.

The 2023 Swap Transactions have an emb edded floor of minus 0.10 %.

The 2023 Swap Transactions were designated and qualified as cash flow hedges, recognized on the Company’s Consolidated Balance Sheet at fair value as of December 31, 2023 and classified based on the instruments’ maturity dates.

As of December 31, 2023, the Company estimated $ 0.1 million of interest income will be reclassified to Interest expense, net over the next 12 months related to the 2023 Swap Transactions.

The following table presents the fair value and classification of the Company’s swap agreements as of the period indicated:

(dollars in thousands) DECEMBER 31, 2023 CONSOLIDATED BALANCE SHEET CLASSIFICATION

Interest rate swaps - asset (1) $ 320 Other current assets, net

Interest rate swaps - liability $ 253 Accrued and other current liabilities

Accrued interest $ 276 Accrued and other current liabilities

Interest rate swaps - liability 893 Other long-term liabilities, net

Total fair value of derivative instruments - liability (1) $ 1,146

____________________

(1) See Note 18 - Fair Value Measurements for fair value discussion of the interest rate swaps.

The Company’s interest rate swaps were subject to master netting arrangements.

As of December 26, 2021, the Company did not have more than one derivative between the same counterparties and as such, there was no netting.

The following table summarizes the effects of the swap agreements on Net income (loss) for the periods indicated:

The Company’s interest rate swaps are subject to master netting arrangements.

As of December 31, 2023, the Company elected not to offset derivative positions in the balance sheet with the same counterparty under the same agreement.

The following table summarizes the effects of the swap agreements on Net income for the periods indicated:

(dollars in thousands) 2022 2021

1 unchanged sentence

Interest rate swap expense recognized in Interest expense, net $ ( 1,284 ) $ ( 9,951 )

Income tax benefit recognized in Provision (benefit) for income taxes 330 2,559 3,447

Income tax benefit recognized in Provision for income taxes 330 2,559

Net effects of interest rate swap agreements $ ( 954 ) $ ( 7,392 )

1 unchanged sentence

Terminated interest rate swap expense recognized in Interest expense, net

Income tax benefit recognized in Provision (benefit) for income taxes 3,133 1,584 —

$ ( 12,115 ) $ ( 6,160 )

Income tax benefit recognized in Provision for income taxes 3,133 1,584

Net effects of terminated interest rate swap agreements $ ( 8,982 ) $ ( 4,576 )

Total net effects on Net income (loss) $ ( 9,936 ) $ ( 11,968 ) $ ( 9,923 )

Total net effects on Net income $ ( 9,936 ) $ ( 11,968 )

By utilizing the interest rate swaps, the Company was exposed to credit-related losses in the event that the counterparty failed to perform under the terms of the derivative contract.

2 unchanged sentences

As of December 31, 2023, all counterparties to the interest rate swaps performed in accordance with their contractual obligations.

The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

As of December 31, 2023, the fair value of the Company’s interest rate swaps was in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk, of $ 0.8 million.

As of December 31, 2023, the Company has not posted any collateral related to these agreements.

If the Company had breached any of these provisions as of December 31, 2023, it could have been required to settle its obligations under the agreements at their termination valu e of $ 0.8 million.

The following table includes a detail of lease assets and liabilities included on the Company’s Consolidated Balance Sheets as of the periods indicated:

3 unchanged sentences

Total lease assets, net $ 1,094,892 $ 1,107,762

Current operating lease liabilities (2) Accrued and other current liabilities $ 183,510 $ 177,028

Current finance lease liabilities Current portion of long-term debt 1,636 958

Current operating lease liabilities Current operating lease liabilities $ 175,442 $ 183,510

Current finance lease liabilities Accrued and other current liabilities 3,197 1,636

Non-current operating lease liabilities (2) Non-current operating lease liabilities 1,131,639 1,148,379

Non-current finance lease liabilities Long-term debt, net 3,149 1,264

Non-current finance lease liabilities Other long-term liabilities, net 7,414 3,149

Total lease liabilities $ 1,317,692 $ 1,336,674

1 unchanged sentence

(1) Net of accumulated amortization of $ 4.7 million and $ 3.6 million as December 31, 2023 and December 25, 2022, respectively.

(2) Excludes current accrued contingent percentage rent of $ 3.4 million and $ 3.5 million, as of December 25, 2022 and December 26, 2021, respectively, and immaterial current and non-current COVID-19-related deferred rent accruals.

Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION FISCAL YEAR

(2) For 2022, excludes immaterial COVID-19-related deferred rent accruals.

Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income for the periods indicated:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION FISCAL YEAR

(dollars in thousands) 2023 2022 2021

Operating leases (1) Other restaurant operating $ 182,091 $ 178,733 $ 178,740

Operating lease cost (1) Other restaurant operating $ 182,361 $ 182,091 $ 178,733

Variable lease cost (2) Other restaurant operating 7,467 6,508 4,350

Finance leases:

Finance lease costs:

Amortization of leased assets Depreciation and amortization 2,252 1,420 1,079

4 unchanged sentences

(1) Excludes rent expense for office facilities and Company-owned closed or subleased properties of $ 12.3 million, $ 12.2 million and $ 12.9 million for 2023, 2022 and 2021, respectively, which is included in General and administrative expense.

Also excludes certain immaterial supply chain related rent expense included in Food and beverage costs for 2021 and 2020.

(2) Includes COVID-19-related rent abatements for 2021 and 2020.

Also excludes certain immaterial supply chain related rent expense included in Food and beverage costs for 2021.

(2) Includes COVID-19-related rent abatements in 2021.

BLOOMIN’ BRANDS, INC.

12 unchanged sentences

____________________

(1) Includes immaterial current and non-current COVID-19-related deferred rent accruals as of December 25, 2022.

(1) Net of operating lease prepaid rent of $ 15.2 million.

15 unchanged sentences

Cash paid for amounts included in the measurement of operating lease liabilities $ 197,394 $ 193,822 $ 205,253

Properties Leased to Third Parties - The Company leases certain owned land and buildings to third parties, generally related to closed or refranchised restaurants.

The following table is a summary of assets leased to third parties as of the periods indicated:

(dollars in thousands) DECEMBER 25, 2022 DECEMBER 26, 2021

Land $ 4,906 $ 5,021

Buildings $ 4,289 $ 4,987

accumulated depreciation ( 3,298 ) ( 3,746 )

Buildings, net $ 991 $ 1,241

BLOOMIN’ BRANDS, INC.

3 unchanged sentences

DECEMBER 31, 2023 DECEMBER 25, 2022

(dollars in thousands) TOTAL LEVEL 1 TOTAL LEVEL 1 LEVEL 2

(dollars in thousands) TOTAL LEVEL 1 LEVEL 2 TOTAL LEVEL 1

Cash equivalents:

3 unchanged sentences

Money market funds 2,854 2,854 — — —

Other current assets, net:

Derivative instruments - interest rate swaps 320 — 320 — —

Total asset recurring fair value measurements $ 27,094 $ 26,774 $ 320 $ 8,087 $ 8,087

1 unchanged sentence

Derivative instruments - interest rate swaps $ 253 $ — $ 253 $ — $ —

Fair value of each class of financial instrument is determined based on the following:

Other long-term liabilities:

Derivative instruments - interest rate swaps 893 — 893 — —

Total liability recurring fair value measurements $ 1,146 $ — $ 1,146 $ — $ —

Fair value of each class of financial instruments is determined based on the following:

FINANCIAL INSTRUMENT METHODS AND ASSUMPTIONS

Fixed income funds and Money market funds Carrying value approximates fair value because maturities are less than three months.

Derivative instruments Historically, the Company’s derivative instruments included interest rate swaps.

Fair value measurements were based on the contractual terms of the derivatives and used observable market-based inputs.

The interest rate swaps were valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.

Derivative instruments The Company’s derivative instruments include interest rate swaps.

Fair value measurements are based on the contractual terms of the derivatives and observable market-based inputs.

The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.

The Company also considered its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

As of December 31, 2023, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Fair Value Measurements on a Nonrecurring Basis - Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to property, fixtures and equipment, operating lease right-of-use assets, goodwill and other intangible assets, which are remeasured when carrying value exceeds fair value.

3 unchanged sentences

(dollars in thousands) REMAINING CARRYING VALUE TOTAL IMPAIRMENT REMAINING CARRYING VALUE TOTAL IMPAIRMENT REMAINING CARRYING VALUE TOTAL IMPAIRMENT

Assets held for sale (1) $ — $ — $ — $ — $ 1,934 $ 123

Operating lease right-of-use assets (1) $ 4,057 $ 10,210 $ 2,219 $ 1,233 $ 8,647 $ 3,950

3 unchanged sentences

________________

(1) Carrying values measured using Level 3 inputs to estimate fair value totaled $ 1.2 million during 2020.

All other assets were valued using Level 2 inputs.

Third-party market appraisals or executed sales contracts (Level 2) and discounted cash flow models (Level 3) were used to estimate fair value.

(1) Carrying values measured using discounted cash flow models (Level 3).

5 unchanged sentences

(3) Other assets were generally measured using the quoted market value of comparable assets (Level 2).

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

See Note 5 - Impairments and Exit Costs for information regarding impairment charges resulting from the fair value measurement performed on a nonrecurring basis during 2020.

Projected future cash flows, including discount rate and growth rate assumptions, are derived from then-current economic conditions, expectations of management and projected trends of current operating results.

As a result, the Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs that fall within Level 3 of the fair value hierarchy.

In assessment of impairment for operating locations, the Company determined the fair values of individual operating locations using an income approach, which required discounting projected future cash flows.

When determining the stream of projected future cash flows associated with an individual operating location, management made assumptions, including highest and best use and inputs from restaurant operations, where necessary, and about key variables including the following unobservable inputs:

revenue growth rates, controllable and uncontrollable expenses, and asset residual values.

In order to calculate the present value of those future cash flows, the Company discounted cash flow estimates at its weighted average cost of capital applicable to the country in which the measured assets reside.

The following table presents quantitative information related to certain unobservable inputs used in the Company’s Level 3 fair value measurements of Operating lease right-of-use assets and Property, fixtures and equipment for the impairment losses incurred during the period indicated:

UNOBSERVABLE INPUTS 2020

Weighted average cost of capital 10.4 % to 11.3 %

Long-term growth rate 1.5 % to 2.0 %

Fair Value of Financial Instruments - The Company’s non-derivative financial instruments consist of cash equivalents, accounts receivable, accounts payable and current and long-term debt.

Fair Value of Financial Instruments - The Company’s non-derivative financial instruments consist of cash equivalents, accounts receivable, accounts payable and long-term debt.

The fair values of cash equivalents, accounts receivable and accounts payable approximate their carrying amounts reported on its Consolidated Balance Sheets due to their short duration.

5 unchanged sentences

(dollars in thousands)

Senior Secured Credit Facility:

Term loan A $ — $ — $ 195,000 $ 190,125

Revolving credit facility $ 430,000 $ 430,000 $ 80,000 $ 76,926

Senior secured credit facility - revolving credit facility $ 381,000 $ 381,000 $ 430,000 $ 430,000

2025 Notes $ 104,786 $ 265,896 $ 105,000 $ 198,843

2029 Notes $ 300,000 $ 277,809 $ 300,000 $ 260,265

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Allowance for Expected Credit Losses

2 unchanged sentences

Allowance for expected credit losses, beginning of the period $ 5,451 $ 4,050 $ 4,095

Adjustment for adoption of ASU No.

2016-13 — — 1,018

Provision for expected credit losses — 1,547 64

1 unchanged sentence

Allowance for expected credit losses, end of the period $ 5,304 $ 5,451 $ 4,050

________________

(1) In March 2020, the Company fully reserved substantially all of its outstanding franchise receivables in response to the economic impact of the COVID-19 pandemic.

See Note 3 - COVID-19 for details regarding the impact of the COVID-19 pandemic on the Company’s financial results.

The Company is also exposed to credit losses from off-balance sheet lease guarantees primarily related to the divestiture of certain formerly Company-owned restaurant sites.

See Note 21 - Commitments and Contingencies for details regarding these lease guarantees.

The following table presents the domestic and foreign components of Income (loss) before provision (benefit) for income taxes for the periods indicated:

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table presents the domestic and foreign components of Income before provision for income taxes for the periods indicated:

(dollars in thousands) 2023 2022 2021

1 unchanged sentence

Foreign 37,618 17,442 ( 8,905 )

Income (loss) before provision (benefit) for income taxes $ 151,907 $ 249,297 $ ( 239,521 )

Provision (benefit) for income taxes consisted of the following for the periods indicated:

Income before provision for income taxes $ 272,975 $ 151,907 $ 249,297

Provision for income taxes consisted of the following for the periods indicated:

(dollars in thousands) 2023 2022 2021

Current provision:

Current provision (benefit):

Federal $ 17,514 $ 13,026 $ 16,951

2 unchanged sentences

26,384 28,956 29,730

Deferred provision (benefit):

Deferred (benefit) provision:

Federal ( 2,787 ) 5,172 ( 2,057 )

2 unchanged sentences

( 7,823 ) 13,748 ( 3,346 )

Provision (benefit) for income taxes $ 42,704 $ 26,384 $ ( 80,726 )

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Provision for income taxes $ 18,561 $ 42,704 $ 26,384

Effective Income Tax Rate - The reconciliation of income taxes calculated at the United States federal tax statutory rate to the Company’s effective income tax rate is as follows for the periods indicated:

2 unchanged sentences

State and local income taxes, net of federal benefit 3.4 7.3 3.8

Employment-related credits, net ( 13.5 ) ( 22.4 ) ( 13.2 )

Brazil tax legislation ( 7.7 ) 0.2 —

Income tax exemption on certain Brazil state value added tax benefits ( 1.8 ) — —

Net changes in deferred tax valuation allowances ( 0.8 ) ( 2.8 ) ( 0.7 )

Non-deductible loss on 2025 Notes Partial Repurchase — 18.0 —

2 unchanged sentences

tax on foreign earnings - GILTI 1.8 1.6 —

Brazil tax legislation 0.2 — —

Employment-related credits, net ( 22.4 ) ( 13.2 ) 9.9

Net changes in deferred tax valuation allowances ( 2.8 ) ( 0.7 ) ( 0.6 )

Tax settlements and related adjustments 0.1 ( 0.1 ) ( 1.7 )

1 unchanged sentence

Total 6.8 % 28.1 % 10.6 %

________________

(1) Due to the pre-tax book loss, a positive percentage change in the effective income tax rate table reflects a favorable income tax benefit, whereas a negative percentage change in the effective income tax rate table reflects an unfavorable income tax expense.

The net decrease in the effective income tax rate in 2023 as compared to 2022 was primarily a result of the 2022 non-deductible losses associated with the 2025 Notes Partial Repurchase and the 2023 benefits of Brazil tax legislation, which includes a temporary reduction in the Brazilian income tax rate from 34 % to 0 %.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The net increase in the effective income tax rate in 2022 as compared to 2021 was primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during 2022.

The net decrease in the effective income tax rate in 2021 as compared to 2020 was primarily due to the benefit of FICA tax credits on certain employees’ tips reducing the effective income tax rate in 2021 as a result of pre-tax book income as compared to increasing the effective income tax rate in 2020 as a result of pre-tax book loss.

A restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”).

In the U.S., a restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”).

The level of FICA tax credits is primarily driven by U.S.

Restaurant sales and is not impacted by costs incurred that may reduce pre-tax income.

Restaurant sales and is not impacted by costs incurred that may reduce Income before provision for income taxes.

The Company has a blended federal and state statutory rate of approximately 26 %.

The effective income tax rate for 2022 was higher than the blended federal and state statutory rate primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during 2022, partially offset by the benefit of FICA tax credits on certain employees’ tips.

The effective income tax rate for 2021 was lower than the blended federal and state statutory rate primarily due to the benefit of FICA tax credits on certain employees’ tips.

On December 28, 2021, the U.S.

Treasury and the Internal Revenue Service released final regulations that, among other things, provide guidance on several aspects of the foreign tax credit rules.

As part of the guidance issued, these regulations change longstanding foreign tax credit regulations that now make foreign taxes paid to certain countries no longer creditable in the United States.

The Company expects that a portion of post-2022 foreign taxes paid will not be creditable in the United States.

Furthermore, the impact of these regulations will result in the utilization of existing prior year foreign tax credit carryforwards for which the Company had previously recorded a valuation allowance.

The valuation allowance related to the credits expected to be utilized was released during 2022.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The effective income tax rate for 2023 was lower than the blended federal and state statutory rate primarily due to the benefit of FICA tax credits on certain tipped wages and benefits of Brazil tax legislation, which includes a temporary reduction in the Brazilian income tax rate from 34 % to 0 %.

Deferred Tax Assets and Liabilities - The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities are as follows as of the periods indicated:

20 unchanged sentences

________________

(1) As of December 25, 2022 and December 26, 2021, the Company maintained deferred tax liabilities for state income taxes on historical foreign earnings of $ 0.3 million and $ 0.2 million, respectively.

(1) As of December 31, 2023 and December 25, 2022, the Company maintained deferred tax liabilities for state income taxes on historical foreign earnings o f $ 0.5 million and $ 0.3 million, respectively.

As of December 31, 2023, valuation allowances against deferred tax assets in the U.S.

1 unchanged sentence

The Company will maintain the valuation allowances in each applicable tax jurisdiction until it determines it is more likely than not the deferred tax assets will be realized.

The net change in the deferred tax valuation allowance in 2022 is primarily attributable to net operating loss carryforwards in certain foreign jurisdictions with full valuation allowances recorded that expired or are no longer available to the Company and the release of the valuation allowance recorded against foreign tax credits that are now more likely than not to be realized.

The Company has considered the impact of the COVID-19 pandemic on the Company’s Brazilian operating subsidiary, including assessing the realizability of Brazilian deferred tax assets.

As part of the Company’s evaluation of positive and negative evidence, management considered whether there has been cumulative income or loss in the past three years, the impact of non-deductible amounts, the scheduled reversal of deferred tax assets and liabilities, projected future taxable income and the state of the Company’s business in Brazil.

As of December 25, 2022 and December 26, 2021, the Company has concluded that no valuation allowance is required against the deferred tax assets of its Brazilian operating subsidiary.

Although management uses the best information available, it is reasonably possible that the estimates used by the Company could be materially different from the actual results.

These differences could result in a material adjustment to the Company’s valuation allowance in a future reporting period.

In September 2022, the Company’s Brazilian subsidiary received a preliminary injunction authorizing it to benefit from the exemptions enacted by Law 14,148/2021 which provides for emergency and temporary actions that would grant certain industries a 100 % exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS) for a five-year period.

The injunction was issued as part of an ongoing lawsuit initiated by the

The net change in the deferred tax valuation allowance in 2023 is primarily attributable to net operating loss carryforwards in certain foreign jurisdictions with full valuation allowances recorded that expired or are no longer available to the Company.

In September 2022, the Company’s Brazilian subsidiary received a preliminary injunction authorizing it to benefit from the exemptions enacted by Law 14,148/2021 which provides for emergency and temporary actions that grant certain industries a 100 % exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS) for a five-year period.

The injunction was issued as part of an ongoing lawsuit initiated by the Company’s

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Company’s Brazilian subsidiary due to the uncertainty regarding the restaurant industry’s eligibility for the exemptions under this legislation.

During the thirteen weeks ended December 25, 2022, the Company concluded that it is more likely than not eligible for benefits under this legislation.

The Company will continue to evaluate and assess the exemptions, the status of its preliminary injunction and all other available evidence in future periods.

Brazilian subsidiary due to the uncertainty regarding the restaurant industry’s eligibility for the exemptions under this legislation.

The benefits of the Brazil tax legislation include an increase in revenues as a result of not being required to remit certain PIS and COFINS during the exemption period.

The increase in revenues is partially offset by higher costs in several financial statement line items that were previously reduced by PIS and COFINS tax credits that will not be generated during the exemption period.

Benefits of this legislation also include a reduction in the Brazilian income tax rate from 34 % to 0 % for a period of five years on certain income earned in Brazil.

Benefits began in the thirteen weeks ended December 25, 2022 and end in the first quarter of 2027 with a return to full statutory income tax rates.

The Company’s 2022 Net income and Earnings per share were not materially impacted by the overall income tax impacts of the Brazil tax legislation which included revaluing Brazilian deferred tax assets and liabilities that are expected to reverse during the exemption period.

The increase in revenues is partially offset by higher costs in several financial statement line items that were previously reduced by PIS and COFINS tax credits that were generated during the exemption period.

Benefits of this legislation also initially included a reduction in the Brazilian income tax rate from 34 % to 0 % for a period of five years on certain income earned in Brazil.

Benefits began in the thirteen weeks ended December 25, 2022.

The tax benefit attributable to the Brazil tax legislation, including both income tax and PIS and COFINS, was appro ximately $ 23.6 million for the year ended December 31, 2023.

The benefit of the Brazil tax legislation on GAAP diluted earnings per share was approximately $ 0.25 for the year ended December 31, 2023.

In May 2023, Brazil enacted tax legislation that prospectively limits the Company’s ability to benefit from the 100 % exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS) for the full five-year period (the “May 2023 Brazil tax legislation”).

As a result of this legislation, the Company is subject to PIS and COFINS and CSLL beginning in the fourth quarter of 2023 and IRPJ beginning in 2024.

On January 24, 2024, the Company’s Brazilian subsidiary received an unfavorable second level court ruling related to its ongoing litigation regarding its eligibility for tax exemptions under the Brazil tax legislation.

The Company will appeal this ruling and in connection with the appeal anticipates making a cash judicial deposit of approximately $ 45.0 million to $ 50.0 million during the first half of 2024, which includes the disputed amounts through December 31, 2023.

The judicial deposit will be recorded in Other assets, net, on the Company’s Consolidated Balance Sheet.

The Company believes that it will more likely than not prevail in this appeal and accordingly has not recorded any expense or liability for the disputed amounts.

Undistributed Earnings - As of December 31, 2023, the Company had aggregate undistributed foreign earnings of approximately $ 42.6 million.

11 unchanged sentences

As of December 31, 2023, the Company had $ 188.3 million in general business tax credit carryforwards, which have a 20-year carryforward period and are utilized on a first-in, first-out basis.

The Company currently expects to utilize these tax credit carryforwards within a 10 -year period.

The Company currently expects to utilize these tax credit carryforwards within a 10 -yea r period.

However, the Company’s ability to utilize these tax credits could be adversely impacted by, among other items, a future “ownership change” as defined under Section 382 of the Internal Revenue Code.

14 unchanged sentences

The Company had approximately $ 0.5 million and $ 0.8 million accrued for the payment of interest and penalties as of December 31, 2023 and December 25, 2022, respectively.

The Company recognized immaterial interest and penalties related to uncertain tax positions in the Provision (benefit) for income taxes, for all periods presented.

The Company recognized immaterial interest and penalties related to uncertain tax positions in the Provision for income taxes, for all periods presented.

In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by relevant taxable authorities.

Based on the outcome of these examinations, or a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related recorded unrecognized tax benefits for tax positions taken on previously filed tax returns will change by approximately $ 0.5 million to $ 1.0 million within the next 12 months.

Open Tax Years - Following is a summary of the open audit years by jurisdiction as of December 25, 2022:

Open Tax Years - Following is a summa ry of the open audit years by jurisdiction as of December 31, 2023:

OPEN AUDIT YEARS

11 unchanged sentences

These purchase obligations are primarily due within three years , however commitments with various vendors extend through December 2030.

Outstanding commitments consist primarily of inventory, kitchen equipment, technology, advertising and restaurant-level service contracts.

In 2022, the Company purchased more than 95 % of its U.S.

beef raw materials from four beef suppliers that represent more than 80 % of the total beef marketplace in the U.S.

Outstanding commitments consist primarily of inventory, fixtures and equipment and technology.

In 2023, the Company purchased:

(i) more than 95 % of its U.S.

beef raw materials from four beef suppliers that represent a significant portion of the total beef marketplace in the U.S and (ii) more than 80 % of its Brazil pork raw materials from four pork suppliers that represent more than 45 % of the total pork marketplace in Brazil.

BLOOMIN’ BRANDS, INC.

3 unchanged sentences

(i) probable that a loss has occurred and (ii) the amount of loss can be reasonably estimated.

There may be instances in which an exposure to loss exceeds the recorded reserve.

The Company evaluates, on a quarterly basis, developments in legal proceedings that could cause an increase or decrease in the amount of the reserve that has been previously recorded, or a revision to the disclosed estimated range of possible losses, as applicable.

3 unchanged sentences

As a result, some matters have not yet progressed sufficiently through discovery or development of important factual information and legal issues to enable the Company to estimate an amount of loss or a range of possible loss.

Certain subsidiaries of the Company have been named in collective actions alleging violations of the Fair Labor Standards Act and state wage and hour laws.

The Company believes its employees were properly paid and is defending these matters vigorously.

During the thirteen weeks ended December 25, 2022, the Company accrued $ 5.9 million within Accrued and other current liabilities on its Consolidated Balance Sheet for these matters.

The Company intends to defend itself in legal matters.

4 unchanged sentences

However, it is possible that the Company’s business, results of operations, liquidity or financial condition could be materially affected in a particular future reporting period by the unfavorable resolution of one or more matters or contingencies during such period.

Including the matters discussed above, the Company recorded reserves of $ 15.1 million and $ 7.1 million for certain of its outstanding legal proceedings as of December 25, 2022 and December 26, 2021, respectively, within Accrued and other current liabilities and Other long-term liabilities on its Consolidated Balance Sheets.

In recent years, certain subsidiaries of the Company were named in collective actions alleging violations of the Fair Labor Standards Act and state wage and hour laws.

For these and other matters, the Company recorded reserves of $ 13.3 million and $ 15.1 million for certain of its outstanding legal proceedings as of December 31, 2023 and December 25, 2022, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets.

While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.

During 2022, 2021 and 2020, the Company recognized $ 9.4 million, $ 5.4 million and $ 2.3 million, respectively, in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for certain legal reserves and settlements.

During 2023, 2022 and 2021, the Company recognized ($ 0.2 ) million, $ 9.4 million and $ 5.4 million, respectively, in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income for certain legal reserves and settlements.

Royalty Termination - On August 2, 2021, wholly-owned subsidiaries of the Company entered into the Purchase and Sale of Royalty Payment Stream and Termination of Royalty Agreement (the “Royalty Termination Agreement”) with the Carrabba’s Italian Grill founders (the “Carrabba’s Founders”), pursuant to which the Company’s obligation to pay future royalties on U.S.

1 unchanged sentence

was terminated.

Upon execution of the Royalty Termination Agreement, the Company made a cash payment of $ 61.9 million to the Carrabba’s Founders, which was recorded in Other restaurant operating expense in its Consolidated Statements of Operations and Comprehensive Income (Loss) during 2021.

BLOOMIN’ BRANDS, INC.

17 unchanged sentences

The Company considers each of its restaurant concepts and international markets as operating segments, which reflects how the Company manages its business, reviews operating performance and allocates resources.

Resources are allocated and performance is assessed by the Company’s Chief Executive Officer, whom the Company has determined to be its Chief Operating Decision Maker.

Resources are allocated and performance is assessed by the Company’s Chief Executive Officer, whom the Company has determined to be its CODM.

The Company aggregates its operating segments into two reportable segments, U.S.

3 unchanged sentences

are included in the international segment.

The following is a summary of reporting segments as of December 25, 2022:

The following is a summary of reporting segments:

REPORTABLE SEGMENT (1) CONCEPT GEOGRAPHIC LOCATION

9 unchanged sentences

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

Excluded from Income (loss) from operations for U.S.

and international are certain legal and corporate costs not

Excluded from Income from operations for U.S.

and international are certain legal and corporate costs not directly

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

directly related to the performance of the segments, most stock-based compensation expenses, certain insurance expenses and certain bonus expenses.

The following table is a summary of Total revenues by segment for the periods indicated:

related to the performance of the segments, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.

The following table details Total revenues by segment and major geographic area for the periods indicated:

(dollars in thousands) 2023 2022 2021

Total revenues

$ 4,053,599 $ 3,911,870 $ 3,759,981

International (1)

Brazil 529,670 448,411 297,167

Other 88,201 56,227 65,237

Total revenues $ 4,671,470 $ 4,416,508 $ 4,122,385

The following table is a reconciliation of segment income (loss) from operations to Income (loss) before provision (benefit) for income taxes for the periods indicated:

(dollars in thousands) 2022 2021 2020

Segment income (loss) from operations

_________________

International 57,333 16,657 ( 13,479 )

Total segment income (loss) from operations 465,193 460,544 ( 15,109 )

Unallocated corporate operating expense (1) ( 134,772 ) ( 151,586 ) ( 159,864 )

Total income (loss) from operations 330,421 308,958 ( 174,973 )

Loss on extinguishment and modification of debt ( 107,630 ) ( 2,073 ) ( 237 )

Loss on fair value adjustment of derivatives, net ( 17,685 ) — —

Other (expense) income, net ( 23 ) 26 131

Interest expense, net ( 53,176 ) ( 57,614 ) ( 64,442 )

Income (loss) before provision (benefit) for income taxes $ 151,907 $ 249,297 $ ( 239,521 )

____________________

(1) Includes $ 32.4 million of charges for 2020 that were not allocated to the Company’s segments related to its transformational initiatives, primarily recorded within General and administrative expense and Provision for impaired assets and restaurant closings .

(1) International revenues are defined as revenues generated from restaurant sales originating in a country other than the U.S.

The following table is a summary of Depreciation and amortization expense by segment for the periods indicated:

5 unchanged sentences

Total depreciation and amortization $ 191,171 $ 169,617 $ 163,391

The following table is a reconciliation of segment income from operations to Income before provision for income taxes for the periods indicated:

(dollars in thousands) 2023 2022 2021

Segment income from operations

$ 377,534 $ 407,860 $ 443,887

International 83,948 57,333 16,657

Total segment income from operations 461,482 465,193 460,544

Unallocated corporate operating expense ( 136,338 ) ( 134,772 ) ( 151,586 )

Total income from operations 325,144 330,421 308,958

Loss on extinguishment and modification of debt — ( 107,630 ) ( 2,073 )

Loss on fair value adjustment of derivatives, net — ( 17,685 ) —

Interest expense, net ( 52,169 ) ( 53,199 ) ( 57,588 )

Income before provision for income taxes $ 272,975 $ 151,907 $ 249,297

The following table is a summary of capital expenditures by segment for the periods indicated:

21 unchanged sentences

Total long-lived assets $ 1,117,109 $ 996,289

International revenues are defined as revenues generated from restaurant sales originating in a country other than the U.S.

The following table details Total revenues by major geographic area for the periods indicated:

(dollars in thousands) 2022 2021 2020

$ 3,911,870 $ 3,759,981 $ 2,885,542

International

Brazil 448,411 297,167 222,283

Other 56,227 65,237 62,736

Total revenues $ 4,416,508 $ 4,122,385 $ 3,170,561

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

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 8. Financial Statements and Supplementary Data