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Item 2. Management’s Discussion and Analysis

2024-11-08 compared with 2024-08-07 · 192 added, 191 removed, 396 unchanged (49% of the section changed)

24 unchanged sentences

(ix) The effects of international economic, political and social conditions and legal systems on our foreign operations and on foreign currency exchange rates;

(x) The impact of the strategic review process for our Brazil operations or any resulting action or inaction;

(x) Our ability to complete the Brazil franchise partnership transaction and the impact of such transaction on our future results;

(xi) Our ability to comply with new corporate citizenship and sustainability reporting requirements and investor expectations or our failure to achieve any goals, targets or objectives that we establish with respect to corporate citizenship and sustainability matters;

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Any forward-looking statement that we make in this Report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments.

Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

Comparisons of results for current and any prior

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts.

As of June 30, 2024, we owned and operated 1,173 restaurants and franchised 292 restaurants across 46 states, Guam and 13 countries.

As of September 29, 2024, we owned and operated 1,173 restaurants and franchised 290 restaurants across 46 states, Guam and 13 countries.

We have four founder-inspired concepts:

Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar.

Financial Overview - Our financial overview for the thirteen weeks ended June 30, 2024 includes the following:

combined and Outback Steakhouse comparable restaurant sales of (0.1)%;

• Decrease in Total revenues of (2.9)% as compared to the second quarter of 2023;

• Operating income and restaurant-level operating margins of 4.1% and 14.3%, respectively, as compared to 7.8% and 16.4%, respectively, for the second quarter of 2023;

• Operating income of $46.1 million as compared to $89.4 million in the second quarter of 2023;

• Diluted earnings per share of $0.32 as compared to $0.70 for the second quarter of 2023.

Reviewing Strategic Alternatives for Brazil Operations - In May 2024, we announced that we are exploring and evaluating strategic alternatives for our Brazil operations that have the potential to maximize value for our shareholders, including but not limited to, a possible sale of the operations.

The Board has retained BofA Securities, Inc.

as its financial advisor.

We plan to proceed in a timely manner, but have not set a definitive timetable for completion of this process.

There can be no assurance that this review will result in a transaction or other strategic alternative of any kind.

We do not intend to make any further public comment regarding the review unless we determine that disclosure is appropriate or necessary.

Financial Overview - Our financial overview for the thirteen weeks ended September 29, 2024 includes the following:

combined and Outback Steakhouse comparable restaurant sales of (1.5)% and (1.3)%, respectively;

• Decrease in Total revenues of (3.8)% as compared to the third quarter of 2023;

• Operating income and restaurant-level operating margins of 1.7% and 12.5%, respectively, as compared to 5.4% and 13.8%, respectively, for the third quarter of 2023;

• Operating income of $17.2 million as compared to $58.2 million in the third quarter of 2023;

• Diluted earnings per share of $0.08 as compared to $0.45 for the third quarter of 2023.

Agreement to Sell Majority Ownership of our Brazil Operations - On November 8, 2024, we announced an agreement to sell 67% of our Brazil operations at a total enterprise valuation of R$2.06 billion Brazilian Reais, which equals R$1.4 billion Brazilian Reais (approximately $243 million in U.S.

Dollars based on current exchange rates) to Buyer.

We will retain an indirect 33% interest in our Brazil operations.

The sale transaction is expected to close on or before December 31, 2024.

Following the closing of the sale, our subsidiary will enter into amended and restated franchise agreements with the buyer and our Brazil restaurants will be operated as unconsolidated franchisees.

See Note 15 - Subsequent Events of the Notes to Consolidated Financial Statements for additional details regarding the sale agreement.

Key Financial Performance Indicators - Key measures that we use in evaluating our restaurants and assessing our business include the following:

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Restaurant-level operating margin is a non-GAAP financial measure widely regarded in the industry as a useful metric to evaluate restaurant-level operating efficiency and performance of ongoing restaurant-level operations, and we use it for these purposes, overall and particularly within our two segments.

Our restaurant-level operating margin is expressed as the percentage of our Restaurant sales that Food and beverage costs, Labor and other related expense and Other restaurant operating expense (including advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Operations and Comprehensive Income (Loss).

restaurant-level operating margin is expressed as the percentage of our Restaurant sales that Food and beverage costs, Labor and other related expense and Other restaurant operating expense (including advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of Operations and Comprehensive (Loss) Income.

The following categories of revenue and operating expenses are not included in restaurant-level operating income and corresponding margin because we do not consider them reflective of operating performance at the restaurant-level within a period:

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(iv) Asset impairment charges and restaurant closing costs, which are not reflective of ongoing restaurant performance in a period.

Restaurant-level operating margin excludes various expenses, as discussed above, that are essential to support the operations of our restaurants and may materially impact our Consolidated Statements of Operations and Comprehensive Income (Loss).

As a result, restaurant-level operating margin is not indicative of our consolidated results of operations and is presented exclusively as a supplement to, and not a substitute for, Net income (loss) or Income from operations.

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Number of restaurants (at end of the period):

JUNE 30, 2024 JUNE 25, 2023

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Outback Steakhouse

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Outback Steakhouse - South Korea 94 92

Other (3) 50 46

International total 345 329

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____________________

(1) Excludes three and ten off-premises only kitchens as of June 30, 2024 and June 25, 2023, respectively.

One location was Company-owned in the U.S.

and all others were franchised in South Korea as of June 30, 2024 and June 25, 2023.

(2) The restaurant counts for Brazil, including Abbraccio and Aussie Grill restaurants within International Company-owned Other, are reported as of May 31, 2024 and 2023, respectively, to correspond with the balance sheet dates of this subsidiary.

(3) International Company-owned Other included two and four Aussie Grill locations as of June 30, 2024 and June 25, 2023, respectively.

International Franchised Other included six and three Aussie Grill locations as of June 30, 2024 and June 25, 2023, respectively.

(1) The restaurant counts for Brazil, including Abbraccio and Aussie Grill restaurants within International Company-owned Other, are reported as of August 31, 2024 and 2023, respectively, to correspond with the balance sheet dates of this subsidiary.

BLOOMIN’ BRANDS, INC.

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Restaurant Sales - Following is a summary of the change in Restaurant sales for the periods indicated:

(dollars in millions) THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

For the periods ended June 25, 2023 $ 1,137.3 $ 2,365.6

(dollars in millions) THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

For the periods ended September 24, 2023 $ 1,064.4 $ 3,430.0

Restaurant closures (1) (31.6) (92.8)

Comparable restaurant sales (2) (18.1) (65.5)

Brazil value added tax exemptions (2) (9.6) (19.2)

Restaurant openings 23.6 37.8

Effect of foreign currency translation (16.5) (9.5)

For the periods ended June 30, 2024 $ 1,103.6 $ 2,283.1

Restaurant openings (3) 26.5 64.8

Brazil value added tax exemptions (4) 0.4 (18.9)

For the periods ended September 29, 2024 $ 1,025.1 $ 3,308.1

________________

(1) Comparable restaurant sales for the twenty-six weeks ended June 30, 2024 includes an estimated $16.5 million negative impact from a one-week shift in the fiscal calendar.

(1) The thirteen and thirty-nine weeks ended September 29, 2024 include the restaurant sales impact from the closure of 58 and 67 restaurants since June 25, 2023 and December 25, 2022, respectively.

(2) Comparable restaurant sales for the thirty-nine weeks ended September 29, 2024 includes an estimated $16.5 million negative impact from a one-week shift in the fiscal calendar.

(3) The thirteen and thirty-nine weeks ended September 29, 2024 include restaurant sales from 56 and 75 new restaurants, respectively, not included in our comparable restaurant sales base.

(4) During 2023, we were eligible for certain value added tax exemptions under the Brazil tax legislation until August 2023.

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See Note 12 - Income Taxes of the Notes to Consolidated Financial Statements for details regarding value added tax exemptions in connection with Brazil tax legislation.

The decrease in Restaurant sales during the thirteen weeks ended June 30, 2024 was primarily due to:

(i) the closure of 53 restaurants since March 26, 2023, (ii) lower comparable restaurant sales and (iii) the benefit from value added tax exemptions in Brazil during 2023.

The decrease in Restaurant sales was partially offset by the opening of 55 new restaurants not included in our comparable restaurant sales base.

The decrease in Restaurant sales during the twenty-six weeks ended June 30, 2024 was primarily due to:

(i) the closure of 57 restaurants since December 25, 2022, (ii) lower comparable restaurant sales including the impact of the one-week shift in the fiscal calendar and (iii) the benefit from value added tax exemptions in Brazil during 2023.

The decrease in Restaurant sales was partially offset by the opening of 65 new restaurants not included in our comparable restaurant sales base and the effect of foreign currency translation of the Brazilian Real relative to the U.S.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Average Restaurant Unit Volumes and Operating Weeks - Following is a summary of the average restaurant unit volumes and operating weeks for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Average restaurant unit volumes (weekly):

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____________________

(1) Translated at average exchange rates of 5.08 and 5.06 for the thirteen weeks ended June 30, 2024 and June 25, 2023, respectively, and 5.00 and 5.14 for the twenty-six weeks ended June 30, 2024 and June 25, 2023, respectively.

(1) Translated at average exchange rates of 5.50 and 4.85 for the thirteen weeks ended September 29, 2024 and September 24, 2023, respectively, and 5.17 and 5.03 for the thirty-nine weeks ended September 29, 2024 and September 24, 2023, respectively.

Excludes the benefit of the Brazil value added tax exemptions discussed in Note 12 - Income Taxes of the Notes to Consolidated Financial Statements.

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Comparable Restaurant Sales, Traffic and Average Check Per Person (Decreases) Increases - Following is a summary of comparable restaurant sales, traffic and average check per person (decreases) increases for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 30, 2024 (1) JUNE 25, 2023 JUNE 30, 2024 (1) JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 (1) SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 (1) SEPTEMBER 24, 2023

Year over year percentage change:

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____________________

(1) For Q2 2024, comparable restaurant sales, traffic and average check per person compare the thirteen weeks from April 1, 2024 through June 30, 2024 to the thirteen weeks from April 3, 2023 through July 2, 2023, and for the twenty-six weeks from January 1, 2024 through June 30, 2024 to the twenty-six weeks from January 2, 2023 through July 2, 2023.

(1) For Q3 2024, U.S.

comparable restaurant sales, traffic and average check per person compare the thirteen weeks from July 1, 2024 through September 29, 2024 to the thirteen weeks from July 3, 2023 through October 1, 2023, and for the thirty-nine weeks from January 1, 2024 through September 29, 2024 to the thirty-nine weeks from January 2, 2023 through October 1, 2023.

(2) Relocated restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.

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The following table sets forth the percentages of certain items in our Consolidated Statements of Operations in relation to Restaurant sales or Total revenues for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Restaurant sales 98.7 % 98.6 % 98.7 % 98.6 %

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Interest expense, net (1.6) (1.2) (1.3) (1.1)

Income (loss) before provision for income taxes 2.8 6.6 (1.8) 7.7

Provision for income taxes 0.2 0.5 0.5 0.9

Income (loss) before (benefit) provision for income taxes 0.1 4.2 (1.2) 6.6

(Benefit) provision for income taxes (0.6) (*) 0.1 0.6

Net income (loss) 0.7 4.2 (1.3) 6.0

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(1) As a percentage of Restaurant sales.

Thirteen weeks ended June 30, 2024 as compared to thirteen weeks ended June 25, 2023

* Less than 1/10th of one percent of Total revenues.

Thirteen weeks ended September 29, 2024 as compared to thirteen weeks ended September 24, 2023

Food and beverage cost decreased as a percentage of Restaurant sales primarily due to 1.1% from increases in average check per person driven by an increase in menu pricing and 0.2% from cost-saving and productivity initiatives.

These decreases were partially offset by increases as a percentage of Restaurant sales of 0.9% from unfavorable product mix and 0.4% from commodity inflation.

These decreases were partially offset by an increase as a percentage of Restaurant sales of 0.6% from commodity inflation.

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.7% from higher hourly and field management labor costs, primarily due to wage rate inflation, partially offset by a decrease of 0.6% from an increase in average check per person.

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 1.6% from higher restaurant-level operating and supply expenses, primarily due to inflation, and 0.4% from higher advertising expense.

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 0.7% from higher restaurant-level operating and supply expenses, primarily due to inflation, and 0.2% from higher pre-opening expense.

These increases were partially offset by decreases as a percentage of Restaurant sales of 0.2% from an increase in average check per person and 0.2% from certain cost-saving and productivity initiatives.

Depreciation and amortization expense increased primarily due to restaurant development and technology projects.

Provision for impaired assets and restaurant closings increased primarily due to impairment and closure charges in connection with the Q2 2024 decision to close nine restaurants in Hong Kong and closure charges in connection with the Q4 2023 decision to close 36 older, predominately underperforming restaurants within the U.S.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Income from operations during the thirteen weeks ended June 30, 2024 includes a net operating margin decrease of approximatel y 0.4% attributable to the lapping of the 2023 Brazil value added tax exemptions (PIS and COFINS).

Beginning on May 23, 2024, we are eligible for certain value added tax exemptions under the new Brazil tax legislation.

See Note 15 - Income Taxes of the Notes to Consolidated Financial Statements for further discussion regarding Brazil tax legislation.

Provision for income taxes for the thirteen weeks ended June 30, 2024 includes the impact of lower forecasted annual pre-tax book income for the thirteen weeks ended June 30, 2024 relative to the prior quarter in 2024.

Twenty-six weeks ended June 30, 2024 as compared to twenty-six weeks ended June 25, 2023

General and administrative expense increased as a percentage of Total revenues primarily due to increases in professional fees and executive transition costs.

Provision for impaired assets and restaurant closings increased primarily due to impairment and closure charges in connection with the Q2 2024 decision to close nine restaurants in Hong Kong and a net gain in Q3 2023 of $6.7 million in connection with the lease termination and closure of one U.S.

Interest expense, net increased primarily due to higher balances and interest rates on the unhedged portion of our revolving credit facility partially offset by a decrease in interest expense from the 2025 Notes Partial Repurchase.

Benefit for income taxes for the thirteen weeks ended September 29, 2024 includes:

(i) the impact of changes to the estimate of forecasted annual pre-tax book income relative to the prior quarter in 2024, (ii) the benefit of FICA tax credits on certain tipped wages and (iii) the temporary reduction in the Brazilian income tax rate from 34% to 0% under the new Brazil tax legislation.

Thirty-nine weeks ended September 29, 2024 as compared to thirty-nine weeks ended September 24, 2023

Food and beverage cost decreased as a percentage of Restaurant sales primarily due to 1.3% from increases in average check per person driven by an increase in menu pricing and 0.4% from cost-saving and productivity initiatives.

These decreases were partially offset by increases as a percentage of Restaurant sales of:

(i) 0.6% from unfavorable product mix, (ii) 0.2% from commodity inflation and (iii) 0.2% from the lapping of the 2023 Brazil value added tax exemptions.

These decreases were partially offset by increases as a percentage of Restaurant sales of 0.4% from unfavorable product mix and 0.4% from commodity inflation.

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.8% from higher hourly and field management labor costs, primarily due to wage rate inflation, partially offset by a decrease of 0.6% from an increase in average check per person.

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 1.2% from higher restaurant-level operating and supply expenses, primarily due to inflation, and 0.5% from higher advertising expense.

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to:

(i) 1.0% from higher restaurant-level operating and supply expenses, primarily due to inflation, (ii) 0.4% from higher advertising expense and (iii) 0.2% from higher pre-opening expense.

These increases were partially offset by decreases as a percentage of Restaurant sales of 0.3% from an increase in average check per person and 0.2% from certain cost-saving and productivity initiatives.

Depreciation and amortization expense increased primarily due to restaurant development and technology projects.

General and administrative expense increased as a percentage of Total revenues primarily due to increases in professional fees and executive transition costs.

Provision for impaired assets and restaurant closings increased primarily due to impairment and closure charges in connection with the Q2 2024 decision to close nine restaurants in Hong Kong and the Q4 2023 decision to close 36 older, predominately underperforming restaurants within the U.S.

Income from operations during the twenty-six weeks ended June 30, 2024 includes a net operating margin decrease of approximately 0.3% attributable to the lapping of the 2023 Brazil value added tax exemptions (PIS and COFINS).

Beginning on May 23, 2024, we are eligible for certain value added taxes exemptions under the new Brazil tax legislation.

See Note 15 - Income Taxes of the Notes to Consolidated Financial Statements for further discussion regarding Brazil tax legislation.

Loss on extinguishment of debt during the twenty-six weeks ended June 30, 2024 was in connection with the 2025 Notes Partial Repurchase, which is described in further detail within Note 10 - Convertible Senior Notes of the Notes to Consolidated Financial Statements.

Provision for income taxes for the twenty-six weeks ended June 30, 2024 includes the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the period, resulted in a negative effective income tax rate.

Loss on extinguishment of debt during the thirty-nine weeks ended September 29, 2024 was in connection with the 2025 Notes Partial Repurchase, which is described in further detail within Note 7 - Convertible Senior Notes of the Notes to Consolidated Financial Statements.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Provision for income taxes for the thirty-nine weeks ended September 29, 2024 includes the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the period, resulted in a negative effective income tax rate.

SEGMENT PERFORMANCE

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See the Overview-Key Financial Performance Indicators and Non-GAAP Financial Measures sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional details regarding the calculation of restaurant-level operating margin.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Summary financial data - Following is a summary of financial data by segment for the periods indicated:

1 unchanged sentence

THIRTEEN WEEKS ENDED THIRTEEN WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Restaurant sales $ 877,052 $ 901,138 $ 148,038 $ 163,275

1 unchanged sentence

Total revenues $ 887,325 $ 912,972 $ 151,446 $ 166,861

Income (loss) from operations $ 79,677 $ 103,008 $ (874) $ 20,486

Operating income (loss) margin 8.2 % 10.2 % (0.6) % 13.9 %

Income from operations $ 38,853 $ 68,014 $ 15,608 $ 22,034

Operating income margin 4.4 % 7.4 % 10.3 % 13.2 %

Restaurant-level operating income $ 100,315 $ 114,869 $ 31,210 $ 32,404

Restaurant-level operating margin 11.4 % 12.7 % 21.1 % 19.8 %

TWENTY-SIX WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

INTERNATIONAL

THIRTY-NINE WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Restaurant sales $ 2,870,036 $ 2,975,145 $ 438,106 $ 454,832

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INTERNATIONAL

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in millions) (dollars in millions)

For the periods ended June 25, 2023 $ 993.4 $ 2,074.0 For the periods ended June 25, 2023 $ 143.9 $ 291.6

Restaurant closures (1) (33.0) (57.5) Brazil value added tax exemptions (2) (9.6) (19.2)

Comparable restaurant sales (3) (11.1) (43.8) Comparable restaurant sales (3.1) (5.9)

Restaurant openings (4) 12.8 20.3 Restaurant closures (1) (0.7) (1.3)

For the periods ended June 30, 2024 $ 962.1 $ 1,993.0 Restaurant openings (4) 10.8 17.5

Effect of foreign currency translation 0.2 7.4

For the periods ended June 30, 2024 $ 141.5 $ 290.1

For the periods ended September 24, 2023 $ 901.1 $ 2,975.1 For the periods ended September 24, 2023 $ 163.3 $ 454.9

Restaurant closures (1) (26.2) (83.8) Effect of foreign currency translation (16.5) (9.5)

Comparable restaurant sales (2) (13.5) (57.2) Restaurant closures (1) (5.4) (9.0)

Restaurant openings (3) 15.7 35.9 Comparable restaurant sales (4.6) (8.3)

For the periods ended September 29, 2024 $ 877.1 $ 2,870.0 Restaurant openings (3) 10.8 28.9

Brazil value added tax exemptions (4) 0.4 (18.9)

For the periods ended September 29, 2024 $ 148.0 $ 438.1

____________________

(1) The thirteen weeks ended June 30, 2024 includes the restaurant sales impact from the closure of 51 U.S.

and two international restaurants since March 26, 2023.

The twenty-six weeks ended June 30, 2024 includes the restaurant sales impact from the closure of 55 U.S.

and two international restaurants since December 25, 2022.

(1) The thirteen weeks ended September 29, 2024 includes the restaurant sales impact from the closure of 47 U.S.

and 11 international restaurants since June 25, 2023.

The thirty-nine weeks ended September 29, 2024 includes the restaurant sales impact from the closure of 56 U.S.

and 11 international restaurants since December 25, 2022.

comparable restaurant sales for the thirty-nine weeks ended September 29, 2024 includes an estimated $16.5 million negative impact from a one-week shift in the fiscal calendar.

(3) The thirteen weeks ended September 29, 2024 includes restaurant sales from 18 U.S.

and 38 international new restaurants not included in our comparable restaurant sales base.

The thirty-nine weeks ended September 29, 2024 includes restaurant sales from 24 U.S.

and 51 international new restaurants not included in our comparable restaurant sales base.

(4) During 2023, we were eligible for certain value added tax exemptions under the Brazil tax legislation until August 2023.

1 unchanged sentence

See Note 12 - Income Taxes of the Notes to Consolidated Financial Statements for details regarding value added tax exemptions in connection with Brazil tax legislation.

comparable restaurant sales for the twenty-six weeks ended June 30, 2024 includes an estimated $16.5 million negative impact from a one-week shift in the fiscal calendar.

(4) The thirteen weeks ended June 30, 2024 includes restaurant sales from 20 U.S.

and 35 international new restaurants not included in our comparable restaurant sales base.

The twenty-six weeks ended June 30, 2024 includes restaurant sales from 22 U.S.

and 43 international new restaurants not included in our comparable restaurant sales base.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Income from operations

- The decrease in U.S.

Income from operations generated during the thirteen weeks ended June 30, 2024 as compared to the thirteen weeks ended June 25, 2023 was primarily due to:

(i) lower restaurant sales, as discussed above, (ii) higher labor and operating costs, primarily due to inflation, (iii) unfavorable product mix and (iv) higher advertising expense.

These decreases were partially offset by increases from an increase in average check per person and the impact of certain cost-saving and productivity initiatives.

The decrease in U.S.

Income from operations generated during the twenty-six weeks ended June 30, 2024 as compared to the twenty-six weeks ended June 25, 2023 was primarily due to:

(i) lower restaurant sales, as discussed above, (ii) higher labor and operating costs, primarily due to inflation, (iii) unfavorable product mix, (iv) higher advertising expense and (v) higher impairment and closure costs.

Income from operations generated during the thirteen weeks ended September 29, 2024 as compared to the thirteen weeks ended September 24, 2023 was primarily due to:

(i) lower restaurant sales, as discussed above, (ii) higher labor, operating and commodity costs, primarily due to inflation, (iii) a lease termination gain in Q3 2023, (iv) higher advertising expense and professional fees and (v) unfavorable product mix.

These decreases were partially offset by increases from an increase in average check per person and the impact of certain cost-saving and productivity initiatives.

International - International Loss from operations generated during the thirteen weeks ended June 30, 2024 as compared to international Income from operations generated during the thirteen weeks ended June 25, 2023 was primarily due to:

(i) higher impairment and closure costs, (ii) higher labor and operating costs, primarily due to inflation and (iii) lapping value added tax exemptions in Brazil during 2023.

These decreases were partially offset by an increase in average check per person.

The decrease in international Income from operations generated during the twenty-six weeks ended June 30, 2024 as compared to the twenty-six weeks ended June 25, 2023 was primarily due to:

(i) higher impairment and closure costs, (ii) higher labor and operating costs, primarily due to inflation and (iii) lapping value added tax exemptions in Brazil during 2023.

These decreases were partially offset by an increase in average check per person.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

The decrease in U.S.

Income from operations generated during the thirty-nine weeks ended September 29, 2024 as compared to the thirty-nine weeks ended September 24, 2023 was primarily due to:

(i) lower restaurant sales, as discussed above, (ii) higher labor, operating and commodity costs, primarily due to inflation, (iii) higher impairment, closure costs and severance, including a lease termination gain in Q3 2023, (iv) unfavorable product mix and (v) higher advertising expense.

These decreases were partially offset by increases from an increase in average check per person and the impact of certain cost-saving and productivity initiatives.

International - The decrease in international Income from operations generated during the thirteen weeks ended September 29, 2024 as compared to the thirteen weeks ended September 24, 2023 was primarily due to:

(i) lower restaurant sales, as discussed above, (ii) higher closure costs and severance and (iii) higher operating, labor and commodity costs, primarily due to inflation.

These decreases were partially offset by:

(i) favorable product mix, (ii) an increase in average check per person and (iii) lower advertising expense.

The decrease in international Income from operations generated during the thirty-nine weeks ended September 29, 2024 as compared to the thirty-nine weeks ended September 24, 2023 was primarily due to:

(i) higher impairment and closure costs, (ii) lower restaurant sales, as discussed above, (iii) higher operating, labor and commodity costs, primarily due to inflation and (iv) a lower benefit from value added tax exemptions in Brazil.

These decreases were partially offset by:

(i) an increase in average check per person, (ii) favorable product mix and (iii) lower advertising expense.

Non-GAAP Financial Measures

Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - The following table reconciles consolidated Income from operations and the corresponding margin to restaurant-level operating income and adjusted restaurant-level operating income and the corresponding margins for the periods indicated:

Consolidated THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

Consolidated THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Income from operations $ 17,210 $ 58,216 $ 140,434 $ 268,295

7 unchanged sentences

Asset impairments and closure-related charges — — 434 —

Partner compensation (1) — 1,894 — 1,894

Total restaurant-level operating income adjustments — 1,894 434 1,894

1 unchanged sentence

Adjusted restaurant-level operating margin 12.5 % 14.0 % 14.3 % 16.2 %

Segment Restaurant-level and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - The following tables reconcile segment Income (loss) from operations and the corresponding margin to segment restaurant-level operating income and adjusted restaurant-level operating income and the corresponding margins for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

____________________

(1) Costs incurred in connection with the transition to a new partner compensation program.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Segment Restaurant-level and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - The following tables reconcile segment Income from operations and the corresponding margin to segment restaurant-level operating income and adjusted restaurant-level operating income and the corresponding margins for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Income from operations $ 38,853 $ 68,014 $ 216,014 $ 304,265

7 unchanged sentences

Asset impairments and closure-related charges — — 434 —

Partner compensation (1) — 1,894 — 1,894

Total restaurant-level operating income adjustments — 1,894 434 1,894

1 unchanged sentence

Adjusted restaurant-level operating margin 11.4 % 13.0 % 13.9 % 15.4 %

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

International THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

(Loss) income from operations $ (874) $ 20,486 $ 14,888 $ 44,994

Operating (loss) income margin (0.6) % 13.9 % 5.0 % 15.0 %

____________________

(1) Costs incurred in connection with the transition to a new partner compensation program.

International THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Income from operations $ 15,608 $ 22,034 $ 30,496 $ 67,028

Operating income margin 10.3 % 13.2 % 6.8 % 14.4 %

Franchise and other revenues 3,408 3,586 10,256 11,244

4 unchanged sentences

Restaurant-level operating margin 21.1 % 19.8 % 18.4 % 21.1 %

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Adjusted Restaurant-level Operating Margin Non-GAAP Reconciliations (continued) - The following tables present the percentages of certain operating cost financial statement line items in relation to Restaurant sales for the periods indicated:

THIRTEEN WEEKS ENDED

JUNE 30, 2024 JUNE 25, 2023

REPORTED AND ADJUSTED REPORTED AND ADJUSTED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

REPORTED ADJUSTED REPORTED ADJUSTED (1)

Restaurant sales 100.0 % 100.0 % 100.0 % 100.0 %

3 unchanged sentences

Restaurant-level operating margin 12.5 % 12.5 % 13.8 % 14.0 %

TWENTY-SIX WEEKS ENDED

JUNE 30, 2024 JUNE 25, 2023

REPORTED AND ADJUSTED (1) REPORTED AND ADJUSTED

THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

REPORTED ADJUSTED (1) REPORTED ADJUSTED (1)

Restaurant sales 100.0 % 100.0 % 100.0 % 100.0 %

10 unchanged sentences

Adjusted Income from Operations Non-GAAP Reconciliations - The following table reconciles Income from operations and the corresponding margin to adjusted income from operations and the corresponding margin for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Income from operations $ 17,210 $ 58,216 $ 140,434 $ 268,295

2 unchanged sentences

Asset impairments and closure-related charges (2) 5,127 (6,586) 33,873 (6,586)

Executive transition costs (3) 4,121 — 4,121 —

Strategic initiative fees (4) 3,000 — 4,000 —

Transaction-related expenses (5) 1,490 — 1,490 —

Other (6) — 3,436 — 3,436

Total income from operations adjustments 13,738 (1,256) 43,918 (1,256)

3 unchanged sentences

(1) See the Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations table above for details regarding restaurant-level operating income adjustments.

(2) Includes asset impairment, closure costs and severance primarily in connection with the Q2 2024 decision to close nine restaurants in Hong Kong and the Q4 2023 decision to close 36 older, predominately underperforming U.S.

(2) The thirteen and thirty-nine weeks ended September 29, 2024 include asset impairment, closure costs and severance primarily in connection with the Q2 2024 decision to close nine restaurants in Hong Kong.

The thirty-nine weeks ended September 29, 2024 also includes asset impairment, closure costs and severance in connection with the Q4 2023 decision to close 36 older, predominately underperforming U.S.

The thirteen and thirty-nine weeks ended September 24, 2023 include a lease termination gain and related restaurant closure costs.

(3) Compensation costs and professional fees related to our CEO transition and severance related to other executive level changes.

(4) Represents fees incurred in connection with a project-based strategic initiative.

1 unchanged sentence

We expect to incur additional fees for this project for the remainder of 2024.

Given the expected magnitude and scope of this initiative and that it is not expected to recur in the foreseeable future after 2024, we consider these incremental expenses to be distinct from other consulting fees that we incur in the ordinary course of business and not reflective of the ongoing costs to operate our business or operating performance in the period.

Given the magnitude and scope of this initiative and that it is not expected to recur in the foreseeable future after 2024, we consider these incremental expenses to be distinct from other consulting fees that we incur in the ordinary course of business and not reflective of the ongoing costs to operate our business or operating performance in the period.

(5) Costs incurred in connection with the strategic review and agreement to sell the majority ownership of our Brazil operations and pending franchise partnership transaction.

(6) Primarily includes professional fees, severance and other costs not correlated to our core operating performance during the period.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Adjusted Net Income and Adjusted Diluted Earnings Per Share Non-GAAP Reconciliations - The following table reconciles Net income (loss) attributable to Bloomin’ Brands to adjusted net income and adjusted diluted earnings per share for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(in thousands, except per share data) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(in thousands, except per share data) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Net income (loss) attributable to Bloomin’ Brands

14 unchanged sentences

See Note 7 - Convertible Senior Notes of the Notes to Consolidated Financial Statements for additional details.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

(3) Includes the tax effects of non-GAAP adjustments determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates for all periods presented.

The difference between GAAP and adjusted effective income tax rates during the thirteen weeks ended June 30, 2024 primarily relates to asset impairment and closure costs in Hong Kong with no corresponding tax benefit as a result of a full valuation allowance against deferred tax assets in that jurisdiction.

The difference between GAAP and adjusted effective income tax rates for the twenty-six weeks ended June 30, 2024 primarily relates to nondeductible losses and other tax costs associated with the 2025 Notes Partial Repurchase.

(4) Adjusted diluted weighted average common shares outstanding for the thirteen weeks ended June 30, 2024 and June 25, 2023 and the twenty-six weeks ended June 30, 2024 and June 25, 2023 were calculated including the effect of 1.0 million, 5.0 million, 2.7 million and 4.9 million dilutive securities, respectively, for outstanding 2025 Notes and the effect of 0.6 million, 3.3 million, 1.9 million and 3.2 million dilutive securities, respectively, for the Warrant Transactions, as defined below.

The difference between GAAP and adjusted effective income tax rates during the thirty-nine weeks ended September 29, 2024 primarily relates to nondeductible losses and other tax costs associated with the 2025 Notes Partial Repurchase.

The thirteen and thirty-nine weeks ended September 24, 2023 include a $2.9 million adjustment related to a Brazil federal income tax exemption on certain state VAT benefits.

(4) Adjusted diluted weighted average common shares outstanding for the thirteen weeks ended September 29, 2024 and September 24, 2023 and the thirty-nine weeks ended September 29, 2024 and September 24, 2023 were calculated including the effect of 0.7 million, 5.4 million, 2.0 million and 5.1 million dilutive securities, respectively, for outstanding 2025 Notes and the effect of 0.3 million, 3.8 million, 1.4 million and 3.4 million dilutive securities, respectively, for the Warrant Transactions, as defined below.

In connection with the offering of the 2025 Notes, we entered into convertible note hedge transactions (the “Convertible Note Hedge Transactions”) and concurrently entered into warrant transactions relating to the same number of shares of our common stock (the “Warrant Transactions”).

If our stock price is in excess of the conversion price of the 2025 Notes ($10.94 and $11.37 as of June 30, 2024 and June 25, 2023, respectively), the Convertible Note Hedge Transactions deliver shares to offset dilution from the 2025 Notes, which, in combination with the warrant transactions, effectively offset dilution from the 2025 Notes up to the strike price of the Warrant Transactions ($15.32 and $15.92 as of June 30, 2024 and June 25, 2023, respectively).

Adjusted diluted earnings per share and adjusted diluted weighted average common shares outstanding for the thirteen and twenty-six weeks ended June 25, 2023 have been recast to remove the 5.0 million and 4.9 million share benefit, respectively, of the Convertible Note Hedge Transactions which was previously included as a non-GAAP share adjustment.

(5) Due to a GAAP net loss, antidilutive securities are excluded from diluted weighted average common shares outstanding for the twenty-six weeks ended June 30, 2024.

If our stock price is in excess of the conversion price of the 2025 Notes ($10.79 and $11.26 as of September 29, 2024 and September 24, 2023, respectively), the Convertible Note Hedge Transactions deliver shares to offset dilution from the 2025 Notes, which, in combination with the Warrant Transactions, effectively offset dilution from the 2025 Notes up to the strike price of the Warrant Transactions ($15.11 and $15.77 as of September 29, 2024 and September 24, 2023, respectively).

Adjusted diluted earnings per share and adjusted diluted weighted average common shares outstanding for the thirteen and thirty-nine weeks ended September 24, 2023 have been recast to remove the 5.4 million and 5.1 million share benefit, respectively, of the Convertible Note Hedge Transactions which was previously included as a non-GAAP share adjustment.

(5) Due to a GAAP net loss, antidilutive securities are excluded from diluted weighted average common shares outstanding for the thirty-nine weeks ended September 29, 2024.

However, considering the adjusted net income position, adjusted diluted weighted average common shares outstanding incorporates securities that would have been dilutive for GAAP.

3 unchanged sentences

For a summary of sales of Company-owned restaurants, refer to Note 2 - Revenue Recognition of the Notes to Consolidated Financial Statements.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

The following table provides a summary of sales of franchised restaurants for the periods indicated, which are not included in our consolidated financial results.

Franchise sales within this table do not represent our sales and are presented only as an indicator of changes in the restaurant system, which management believes is important information regarding the health of our restaurant concepts and in determining our royalties and/or service fees.

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 30, 2024 JUNE 25, 2023 JUNE 30, 2024 JUNE 25, 2023

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in millions) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Outback Steakhouse $ 120 $ 119 $ 381 $ 386

8 unchanged sentences

Total franchise sales $ 233 $ 242 $ 723 $ 761

_________________

(1) Includes franchise sales fo r off-premises only kitchens in South Korea.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Liquidity and Capital Resources

Cash and Cash Equivalents

As of June 30, 2024, we had $117.9 million in cash and cash equivalents, of which $59.2 million was held by foreign affiliates.

As of September 29, 2024, we had $83.6 million in cash and cash equivalents, of which $18.9 million was held by foreign affiliates.

The international jurisdictions in which we have significant cash do not have any known restrictions that would prohibit repatriation.

As of June 30, 2024, we had aggregate undistributed foreign earnings of approximately $33.1 million that may be repatriated to the U.S.

As of September 29, 2024, we had aggregate undistributed foreign earnings of approximately $35.7 million that may be repatriated to the U.S.

without additional material U.S.

3 unchanged sentences

Credit Facilities - Following is a summary of our outstanding credit facilities as of the dates indicated and principal payments and debt issuance during the period indicated:

SENIOR SECURED CREDIT FACILITY TOTAL CREDIT FACILITIES

(dollars in thousands) REVOLVING CREDIT FACILITY 2025 NOTES 2029 NOTES

REVOLVING CREDIT FACILITY TOTAL CREDIT FACILITIES

(dollars in thousands) SENIOR SECURED CREDIT FACILITY FORMER CREDIT FACILITY 2025 NOTES 2029 NOTES

Balance as of December 31, 2023 $ — $ 381,000 $ 104,786 $ 300,000 $ 785,786

2 unchanged sentences

2024 repurchases and conversions — — (84,062) — (84,062)

Balance as of June 30, 2024 $ 685,000 $ 20,724 $ 300,000 $ 1,005,724

Interest rates, as of June 30, 2024 (1) 6.96 % 5.00 % 5.13 %

Principal maturity date April 2026 May 2025 April 2029

Balance as of September 29, 2024 $ 775,000 $ — $ 20,724 $ 300,000 $ 1,095,724

Interest rates, as of September 29, 2024 (1) 6.86 % 5.00 % 5.13 %

Principal maturity date September 2029 May 2025 April 2029

____________________

(1) The revolving credit facility interest rate represents the weighted average interest rate as of June 30, 2024.

As of June 30, 2024, we had $297.2 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $17.8 million.

(1) The revolving credit facility interest rate represents the weighted average interest rate as of September 29, 2024.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

As of September 29, 2024, we had $407.2 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $17.8 million.

Third Amended and Restated Credit Agreement - On September 19, 2024, we and OSI, as co-borrowers, entered into the Third Amended and Restated Credit Agreement which provides for senior secured financing of up to $1.2 billion consisting of the Senior Secured Credit Facility.

The Senior Secured Credit Facility matures on September 19, 2029 and replaced our Former Credit Facility financing of up to $1.0 billion.

Our total indebtedness and the interest rate applied to our borrowings remained unchanged as a result of the Third Amended and Restated Credit Agreement.

See Note 6 - Supplemental Balance Sheet Information - Long-term debt, net of the Notes to Consolidated Financial Statements for additional details regarding the Third Amended and Restated Credit Agreement.

Our credit agreement, as amended, contains various financial and non-financial covenants.

A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the revolving credit facility and cause an acceleration of the amounts due under the credit facilities.

See Note 12 - Long-term Debt, Net in our Annual Report on Form 10-K for the year ended December 31, 2023 for further information.

As of June 30, 2024 and December 31, 2023, we were in compliance with our debt covenants.

As of September 29, 2024 and December 31, 2023, we were in compliance with our debt covenants.

We believe that we will remain in compliance with our debt covenants during the next 12 months and beyond.

1 unchanged sentence

Convertible Note Hedge and Warrant Transactions - In connection with the 2025 Notes Partial Repurchase, we entered into the Early Termination Agreements with the Derivative Counterparties.

Upon settlement, we received approximately $118.2 million in cash and 0.3 million shares of our common stock from the Derivative

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Counterparties and paid $102.2 million in cash to the Derivative Counterparties during the twenty-six weeks ended June 30, 2024.

Upon settlement, we received approximately $118.2 million in cash and 0.3 million shares of our common stock from the Derivative Counterparties and paid $102.2 million in cash to the Derivative Counterparties during the thirty-nine weeks ended September 29, 2024.

See Note 7 - Convertible Senior Notes of the Notes to Consolidated Financial Statements for additional details regarding the 2025 Notes Partial Repurchase and related Early Termination Agreements.

4 unchanged sentences

The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things, including raw material constraints.

Brazil Judicial Deposit - In July 2024, we made a judicial deposit of $42.9 million in connection with our appeal of an unfavorable court ruling regarding our eligibility for tax exemptions under the Brazil tax legislation.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Brazil Judicial Deposit - In July 2024, we made a judicial deposit of $42.9 million, inclusive of principal, interest and potential penalties, in connection with our appeal of an unfavorable court ruling regarding our eligibility for tax exemptions under the Brazil tax legislation.

The judicial deposit includes the disputed amounts through December 31, 2023 and was recorded in Other assets, net, on our Consolidated Balance Sheet.

The judicial deposit accumulates interest income until final resolution of the judicial proceedings.

We believe that we will more likely than not prevail in this appeal and, accordingly, have not recorded any expense or liability for the disputed amounts.

Dividends and Share Repurchases - In July 2024, our Board declared a quarterly cash dividend of $0.24 per share, payable on September 4, 2024.

Dividends and Share Repurchases - In October 2024, our Board declared a quarterly cash dividend of $0.24 per share, payable on December 11, 2024.

Future dividend payments are dependent on our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant, as well as continued compliance with the financial covenants in our debt agreements.

3 unchanged sentences

On March 1, 2024, we entered into the ASR Agreement, in connection with our previously announced 2024 Share Repurchase Program, with Wells Fargo to repurchase $220.0 million of our common stock.

Under the ASR Agreement, we made an aggregate payment of $220.0 million to Wells Fargo and received an aggregate initial delivery of approximately 6.5 million shares of our common stock on March 4, 2024, representing approximately 80% of the total shares that are estimated to be repurchased under the ASR Agreement based on the price per share of common stock on that date.

On April 23, 2024, we received 1.4 million additional shares of our common stock from Wells Fargo in connection with the final settlement of the ASR Agreement.

Under the ASR Agreement, we made an aggregate payment of $220.0 million to Wells Fargo and received an aggregate 7.9 million shares of our common stock during the thirty-nine weeks ended September 29, 2024.

See Note 8 - Stockholders’ Equity of the Notes to Consolidated Financial Statements for additional details regarding the ASR Agreement.

As of June 30, 2024, $115.0 million remained available for repurchase under the 2024 Share Repurchase Program.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Following is a summary of dividends and share repurchases from fiscal year 2023 through June 30, 2024:

As of September 29, 2024, $96.8 million remained available for repurchase under the 2024 Share Repurchase Program.

Following is a summary of dividends and share repurchases from fiscal year 2023 through September 29, 2024:

(dollars in thousands) DIVIDENDS PAID SHARE REPURCHASES TOTAL

2 unchanged sentences

Second fiscal quarter 2024 (2) 20,762 59,000 79,762

Third fiscal quarter 2024 20,375 18,195 38,570

Total $ 145,954 $ 335,695 $ 481,649

________________

(1) Excludes $0.4 million of fees recorded in Accumulated deficit related to repurchases under the ASR Agreement.

(1) Share repurchases amount excludes $0.4 million of fees recorded in Accumulated deficit related to repurchases under the ASR Agreement.

(2) Includes $44.0 million of share repurchases in connection with the ASR Agreement that settled during the thirteen weeks ended June 30, 2024.

(3) Subsequent to June 30, 2024, we repurchased $15.6 million of our common stock authorized under the 2024 Share Repurchase Program through August 2, 2024 under a Rule 10b5-1 plan.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Summary of Cash Flows and Financial Condition

Cash Flows - The following table presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the periods indicated:

TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 30, 2024 JUNE 25, 2023

Net cash provided by operating activities $ 116,192 $ 287,293

Net cash used in investing activities (131,218) (140,651)

Net cash provided by (used in) financing activities 22,288 (143,214)

Effect of exchange rate changes on cash and cash equivalents (3,716) 631

Net increase in cash, cash equivalents and restricted cash $ 3,546 $ 4,059

Operating Activities - The decrease in net cash provided by operating activities during the twenty-six weeks ended June 30, 2024 as compared to the twenty-six weeks ended June 25, 2023 was primarily due to changes in working capital and lower net earnings.

Investing Activities - The decrease in net cash used in investing activities during the twenty-six weeks ended June 30, 2024 as compared to the twenty-six weeks ended June 25, 2023 was primarily due to lower capital expenditures.

Financing Activities - The net cash provided by financing activities during the twenty-six weeks ended June 30, 2024 was due to net draws on the revolving credit facility exceeding cash used to repurchase common stock and pay dividends on our common stock, and net cash received from the Early Termination Agreements.

Net cash used in financing activities during twenty-six weeks ended June 25, 2023 was primarily due to net repayments on our revolving credit facility, cash dividends on our common stock and repurchases of our common stock.

Cash Flows - The following chart presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the periods indicated:

Operating Activities - The decrease in net cash provided by operating activities during the thirty-nine weeks ended September 29, 2024 as compared to the thirty-nine weeks ended September 24, 2023 was primarily due to changes in working capital, lower net earnings and a judicial deposit in connection with tax exemptions under the Brazil tax legislation.

Investing Activities - The decrease in net cash used in investing activities during the thirty-nine weeks ended September 29, 2024 as compared to the thirty-nine weeks ended September 24, 2023 was primarily due to lower capital expenditures.

Financing Activities - Net cash provided by financing activities during the thirty-nine weeks ended September 29, 2024 was due to net draws on the revolving credit facility exceeding cash used to repurchase common stock and pay dividends on our common stock, and net cash received from the Early Termination Agreements.

Net cash used in financing activities during thirty-nine weeks ended September 24, 2023 was primarily due to cash dividends on our common stock, repurchases of our common stock and net repayments on our revolving credit facility partially offset by proceeds from stock-based compensation.

Financial Condition - Following is a summary of our current assets, current liabilities and working capital (deficit) as of the periods indicated:

(dollars in thousands) JUNE 30, 2024 DECEMBER 31, 2023

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

Current assets $ 261,058 $ 343,314

2 unchanged sentences

Working capital (deficit) includes:

(i) Unearned revenue primarily from unredeemed gift cards of $309.0 million and $381.9 million as of June 30, 2024 and December 31, 2023, respectively, and (ii) current operating lease liabilities of $169.4 million and $175.4 million as of June 30, 2024 and December 31, 2023, respectively, with the corresponding operating right-of-use assets recorded as non-current on our Consolidated Balance Sheets.

(i) Unearned revenue primarily from unredeemed gift cards of $293.5 million and $381.9 million as of September 29, 2024 and December 31, 2023, respectively, and (ii) current operating lease liabilities of $169.4 million and $175.4 million as of September 29, 2024 and December 31, 2023, respectively, with the corresponding operating right-of-use assets recorded as non-current on our Consolidated Balance Sheets.

We have, and in the future may continue to have, negative working capital balances (as is common for many restaurant

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

and in the future may continue to have, negative working capital balances (as is common for many restaurant companies).

We operate successfully with negative working capital because cash collected on restaurant sales is typically received before payment is due on our current liabilities, and our inventory turnover rates require relatively low investment in inventories.

Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obligations and to make capital expenditures.

Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obligations and to make capital ex penditures.

Recently Issued Financial Accounting Standards

For a description of recently issued Financial Accounting Standards that we adopted during the thirteen weeks ended June 30, 2024 and, that are applicable to us and likely to have material effect on our consolidated financial statements, but have not yet been adopted, see Note 1 - Description of the Business and Basis of Presentation of the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

For a description of recently issued Financial Accounting Standards that we adopted during the thirteen weeks ended September 29, 2024 and, that are applicable to us and likely to have material effect on our consolidated financial statements, but have not yet been adopted, see Note 1 - Description of the Business and Basis of Presentation of the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

BLOOMIN’ BRANDS, INC.

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-Q

Item 2. Management’s Discussion and Analysis