What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-08 compared with 2024-11-08 · 175 added, 338 removed, 250 unchanged (67% of the section changed)

15 unchanged sentences

(iii) Our ability to recruit and retain high-quality leadership, restaurant-level management and team members;

(iv) Economic and geopolitical conditions and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;

(iv) Economic and geopolitical conditions, including recent tariff developments, and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;

(v) Our ability to compete in the highly competitive restaurant industry with many well-established competitors and new market entrants;

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

(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;

(x) The impacts of our operations in Brazil as a minority investor and franchisor following our recent sale transaction;

(xi) Our ability to comply with 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;

(xii) Our ability to effectively respond to changes in patterns of consumer traffic, including by maintaining relationships with third-party delivery apps and services, consumer tastes and dietary habits;

(xiii) Our ability to comply with governmental laws and regulations, the costs of compliance with such laws and regulations and the effects of changes to applicable laws and regulations, including tax laws and unanticipated liabilities, and the impact of any litigation;

(xiii) Our ability to comply with governmental laws and regulations, the costs of compliance with such laws and regulations and the effects of changes or uncertainty with respect to applicable laws and regulations, including tax laws and unanticipated liabilities, and the impact of any litigation;

(xiv) Our ability to implement our remodeling, relocation and expansion plans, due to uncertainty in locating and acquiring attractive sites on acceptable terms, obtaining required permits and approvals, recruiting and training necessary personnel, obtaining adequate financing and estimating the performance of newly opened, remodeled or relocated restaurants, and our cost savings plans to enable reinvestment in our business, due to uncertainty with respect to macroeconomic conditions and the efficiency that may be added by the actions we take;

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

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:

As of March 30, 2025, we owned and operated 980 restaurants and franchised 486 restaurants across 46 states, Guam and 12 countries.

Our restaurant portfolio includes:

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 September 29, 2024 includes the following:

Financial Overview - Our financial overview for the thirteen weeks ended March 30, 2025 from continuing operations includes the following:

combined and Outback Steakhouse comparable restaurant sales of (0.5)% 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.

• Decrease in Total revenues of (1.8)% as compared to the first quarter of 2024;

• Operating income and restaurant-level operating margins of 5.5% and 13.9%, respectively, as compared to 6.6% and 15.4%, respectively, for the first quarter of 2024;

• Operating income of $57.2 million as compared to $70.9 million in the first quarter of 2024;

• Diluted earnings per share of $0.50 as compared to $(1.00) for the first quarter of 2024.

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

• Average restaurant unit volumes —average sales (excluding gift card breakage and the benefit of value added tax exemptions in Brazil) per restaurant to measure changes in customer traffic, pricing and development of the brand.

• Comparable restaurant sales —year-over-year comparison of the change in sales volumes (excluding gift card breakage and the benefit of value added tax exemptions in Brazil) for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants.

• Average restaurant unit volumes —average sales (excluding gift card breakage) per restaurant to measure changes in customer traffic, pricing and development of the brand.

• Comparable restaurant sales —year-over-year comparison of the change in sales volumes (excluding gift card breakage) for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants.

• System-wide sales —total restaurant sales volume for all Company-owned and franchise restaurants, regardless of ownership, to interpret the overall health of our brands.

• Restaurant-level operating margin, Income from operations, Net income (loss) and Diluted earnings (loss) per share —financial measures utilized to evaluate our operating performance.

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.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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.

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 Operations and Comprehensive Income (Loss).

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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(ii) Depreciation and amortization, which, although substantially all of which is related to restaurant-level assets, represent historical sunk costs rather than cash outlays for the restaurants;

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

(iii) General and administrative expense, which includes primarily non-restaurant-level costs associated with support of the restaurants and other activities at our corporate offices;

(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 (Loss) Income.

Restaurant-level operating margin excludes various expenses, as discussed above, that are essential to supporting 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):

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

MARCH 30, 2025 MARCH 31, 2024

Outback Steakhouse

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total 1,113 1,115

International

Company-owned

International Franchise

Outback Steakhouse - Brazil (1) 178 —

Other (1) 30 37

Outback Steakhouse - South Korea 98 92

International total 345 329

Other (1) 67 48

International Franchise total 343 140

International other - Company-owned

Outback Steakhouse - Hong Kong/China 10 19

Outback Steakhouse - Brazil (1) — 159

Other - Brazil (1) — 18

System-wide total 1,466 1,451

2 unchanged sentences

____________________

(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.

(1) Following the close of the Brazil Sale Transaction on December 30, 2024, all restaurants in that market operate as unconsolidated franchisees and the related store count is no longer reported on a one-month lag.

See Note 2 - Discontinued Operations of the Notes to Consolidated Financial Statements for further details.

The March 31, 2024 restaurant counts for Brazil, are reported as of February 29, 2024, to correspond with the balance sheet date of this subsidiary.

BLOOMIN’ BRANDS, INC.

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Results of Operations

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

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

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

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

(dollars in millions) THIRTEEN WEEKS ENDED

For the period ended March 31, 2024 $ 1,046.7

Restaurant closures (1) (27.5)

Comparable restaurant sales (6.1)

Effect of foreign currency translation (16.5) (9.5)

Restaurant openings (2) 16.4

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

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

For the period ended March 30, 2025 $ 1,029.5

________________

(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.

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

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.

(1) Includes the restaurant sales impact from the closure of 58 restaurants since December 31, 2023.

(2) Includes restaurant sales from 25 new restaurants not included in our comparable restaurant sales base.

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 THIRTY-NINE WEEKS ENDED

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

Average restaurant unit volumes (weekly):

THIRTEEN WEEKS ENDED

MARCH 30, 2025 MARCH 31, 2024

Average restaurant unit volumes:

Outback Steakhouse $ 82,423 $ 83,012

2 unchanged sentences

Fleming’s Prime Steakhouse & Wine Bar $ 123,287 $ 115,580

International

Outback Steakhouse - Brazil (1) $ 52,606 $ 64,554 $ 56,351 $ 62,030

Operating weeks:

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Fleming’s Prime Steakhouse & Wine Bar 830 832

International

Outback Steakhouse - Brazil 2,219 1,982 6,387 5,661

____________________

(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.

BLOOMIN’ BRANDS, INC.

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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 THIRTY-NINE WEEKS ENDED

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

THIRTEEN WEEKS ENDED

MARCH 30, 2025 MARCH 31, 2024

Year over year percentage change:

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(0.5) % (1.6) %

International

Outback Steakhouse - Brazil (3)(4) (3.6) % 4.1 % (1.9) % 7.3 %

Outback Steakhouse (4.1) % (4.2) %

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(3.9) % (4.3) %

International

Outback Steakhouse - Brazil (3) (7.7) % (1.0) % (4.9) % (1.0) %

Average check per person (2):

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____________________

International

Outback Steakhouse - Brazil (3) 3.4 % 5.1 % 2.4 % 8.3 %

____________________

(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.

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

(3) Excludes the effect of fluctuations in foreign currency rates and the benefit of the Brazil value added tax exemptions discussed in Note 12 - Income Taxes of the Notes to Consolidated Financial Statements.

(4) Includes trading day impact from calendar period reporting.

(2) Includes the impact of menu pricing changes, product mix and discounts.

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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 THIRTY-NINE WEEKS ENDED

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

THIRTEEN WEEKS ENDED

MARCH 30, 2025 MARCH 31, 2024

Restaurant sales 98.1 % 97.9 %

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Interest expense, net (1.1) (1.2)

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

Income (loss) before provision for income taxes 4.4 (7.3)

Provision for income taxes 0.1 0.7

Loss from equity method investment, net of tax (0.1) —

Net income (loss) from continuing operations 4.2 (8.0)

Net (loss) income from discontinued operations, net of tax (*) 0.3

Net income (loss) 4.2 (7.7)

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* 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 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 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.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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 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:

(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.

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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.

Thirteen weeks ended March 30, 2025 as compared to thirteen weeks ended March 31, 2024

Food and beverage cost increased as a percentage of Restaurant sales primarily due to 0.9% from unfavorable product cost mix and 0.7% from commodity inflation.

These increases were partially offset by decreases as a percentage of Restaurant sales of 1.1% in menu pricing and 0.3% from cost-saving and productivity initiatives.

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.1% from higher hourly and field management labor costs, mainly due to wage rate inflation, partially offset by a decrease of 0.5% from an increase in average check per person.

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 1.3% from higher restaurant-level operating and supply expenses, mainly due to inflation.

This increase was 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.

General and administrative expense increased as a percentage of Total revenues primarily due to severance and costs associated with our foreign currency forward contracts.

Loss on extinguishment of debt during the thirteen weeks ended March 31, 2024 was in connection with the Second 2025 Notes Partial Repurchase.

Provision for income taxes for the thirteen weeks ended March 30, 2025 includes the benefit of FICA tax credits on certain employees’ tips in 2025 relative to forecasted pretax book income.

Provision for income taxes for the thirteen weeks ended March 31, 2024 includes the impact of the non-deductible losses associated with the Second 2025 Notes Partial Repurchase.

SEGMENT PERFORMANCE

The following is a summary of reporting segments:

REPORTABLE SEGMENT (1) CONCEPT GEOGRAPHIC LOCATION

Outback Steakhouse United States of America

Carrabba’s Italian Grill

Bonefish Grill

Fleming’s Prime Steakhouse & Wine Bar

International Outback Steakhouse Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio) Brazil

_________________

(1) Includes franchise locations.

Revenues for both segments include only transactions with customers and exclude intersegment revenues.

Revenues for both segments include transactions with customers and royalties from franchisees.

There were no material transactions among reportable segments.

Excluded from Income from operations for U.S.

and international are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.

are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.

The below segment disclosures have been recast to include amounts that relate solely to our continuing operations.

Refer to Note 16 - Segment Reporting of the Notes to Consolidated Financial Statements for reconciliations of segment income from operations to the consolidated operating results.

Restaurant-level operating margin is widely regarded in the industry as a useful non-GAAP measure 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.

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.

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

INTERNATIONAL

THIRTEEN WEEKS ENDED THIRTEEN WEEKS ENDED

(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

Franchise and other revenues 10,273 11,834 3,408 3,586

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

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 %

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

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

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

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Restaurant sales (1) $ 1,020,130 $ 1,030,896

1 unchanged sentence

Total revenues $ 1,030,903 $ 1,043,104

Income from operations $ 216,014 $ 304,265 $ 30,496 $ 67,028

Operating income margin 7.4 % 10.1 % 6.8 % 14.4 %

Restaurant-level operating income $ 398,746 $ 457,533 $ 80,411 $ 96,092

Restaurant-level operating margin 13.9 % 15.4 % 18.4 % 21.1 %

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

INTERNATIONAL

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

(dollars in millions) (dollars in millions)

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

Income from continuing operations $ 87,670 $ 97,484

Operating income margin, continuing operations 8.5 % 9.3 %

INTERNATIONAL FRANCHISE

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Franchise revenues (2)

$ 9,283 $ 10,112

(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.

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

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.

Income from operations

- The decrease in U.S.

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.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Income from continuing operations $ 9,004 $ 9,689

____________________

(1) The decrease was primarily due to lower comparable restaurant sales and the net impact of restaurant closures and openings.

(2) Includes royalties from international franchisees and intercompany royalties from Brazil operations at a 5% royalty rate prior to the Brazil Sale Transaction.

On December 30, 2024, we entered into franchise agreements in connection with the Brazil Sale Transaction that include royalty rates that are lower than our historical intercompany rates and on the low end of our international franchisee royalty percentage range.

Income from continuing operations

- 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.

Income from operations generated during the thirteen weeks ended March 30, 2025 as compared to the thirteen weeks ended March 31, 2024 was primarily due to:

(i) lower restaurant sales, (ii) higher operating, labor and commodity costs, primarily due to inflation, and (iii) unfavorable product cost mix.

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 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

Operating income margin 1.7 % 5.4 % 4.2 % 7.7 %

Franchise and other revenues 13,681 15,420 44,822 47,296

Depreciation and amortization 50,208 47,998 149,015 141,865

General and administrative 68,485 62,246 196,413 191,408

Provision for impaired assets and restaurant closings 5,597 (6,008) 32,731 (857)

Restaurant-level operating income $ 127,819 $ 147,032 $ 473,771 $ 553,415

Restaurant-level operating margin 12.5 % 13.8 % 14.3 % 16.1 %

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

Adjusted restaurant-level operating income $ 127,819 $ 148,926 $ 474,205 $ 555,309

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

____________________

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

(i) an increase in average check per person, primarily due to pricing, (ii) the lapping of 2024 impairment and closure costs in connection with the 2023 Restaurant Closures and (iii) the impact of certain cost-saving and productivity initiatives.

BLOOMIN’ BRANDS, INC.

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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

Operating income margin 4.4 % 7.4 % 7.4 % 10.1 %

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 continuing operations and the corresponding margin to restaurant-level operating income from continuing operations and consolidated adjusted restaurant-level operating income and the corresponding margins for the periods indicated:

Consolidated THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Income from continuing operations $ 57,231 $ 70,917

Operating income margin, continuing operations 5.5 % 6.6 %

Franchise and other revenues 20,077 22,383

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Provision for impaired assets and restaurant closings 350 10,873

Restaurant-level operating income $ 100,315 $ 114,869 $ 398,746 $ 457,533

Restaurant-level operating margin 11.4 % 12.7 % 13.9 % 15.4 %

Asset impairments and closure-related charges — — 434 —

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

Restaurant-level operating income from continuing operations $ 142,828 $ 161,583

Restaurant-level operating margin, continuing operations 13.9 % 15.4 %

Closure-related charges — 434

Total restaurant-level operating income adjustments — 434

Adjusted restaurant-level operating income $ 100,315 $ 116,763 $ 399,180 $ 459,427

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

____________________

(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

Depreciation and amortization 6,184 6,231 20,140 18,275

General and administrative 9,098 7,725 22,240 22,033

Provision for impaired assets and restaurant closings 3,728 — 17,791 —

Restaurant-level operating income $ 31,210 $ 32,404 $ 80,411 $ 96,092

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:

Adjusted restaurant-level operating income from continuing operations $ 142,828 $ 162,017

Adjusted restaurant-level operating margin, continuing operations 13.9 % 15.5 %

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

THIRTEEN WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

REPORTED ADJUSTED REPORTED ADJUSTED (1)

Restaurant sales 100.0 % 100.0 % 100.0 % 100.0 %

Food and beverage 29.7 % 29.7 % 30.2 % 30.2 %

Labor and other related 30.5 % 30.5 % 29.5 % 29.4 %

Other restaurant operating 27.3 % 27.3 % 26.4 % 26.4 %

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

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 %

Food and beverage 30.2 % 30.2 % 30.8 % 30.8 %

Labor and other related 29.8 % 29.8 % 28.6 % 28.6 %

Other restaurant operating 25.7 % 25.7 % 24.4 % 24.4 %

Restaurant-level operating margin 14.3 % 14.3 % 16.1 % 16.2 %

_________________

(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 margin adjustments.

All restaurant-level operating margin adjustments for the periods presented were recorded within Labor and other related expense.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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 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

Operating income margin 1.7 % 5.4 % 4.2 % 7.7 %

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Income from continuing operations $ 57,231 $ 70,917

Operating income margin, continuing operations 5.5 % 6.6 %

Total restaurant-level operating income adjustments (1) — 434

Severance and other transformational costs (2) 6,058 —

Foreign currency forward contract costs (3)

Asset impairments and closure-related charges (4) (1,929) 12,521

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 6,457 12,955

Adjusted income from operations $ 30,948 $ 56,960 $ 184,352 $ 267,039

Adjusted operating income margin 3.0 % 5.3 % 5.5 % 7.7 %

Adjusted income from operations, continuing operations $ 63,688 $ 83,872

Adjusted operating income margin, continuing operations 6.1 % 7.8 %

_________________

(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.

The costs incurred represent third-party consulting fees related to a strategic initiative to develop revenue growth management capabilities for Outback Steakhouse and are included in General and administrative expense.

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

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.

(2) Severance and other costs incurred as a result of transformational and restructuring activities.

(3) Costs in connection with the foreign currency forward contracts that mostly offset foreign currency exchange risk associated with installment payments from the Brazil Sale Transaction.

(4) Primarily includes gains from certain lease terminations for the thirteen weeks ended March 30, 2025.

Includes asset impairment, closure costs and severance in connection with the 2023 Restaurant Closures for the thirteen weeks ended March 31, 2024.

BLOOMIN’ BRANDS, INC.

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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 THIRTY-NINE WEEKS ENDED

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

THIRTEEN WEEKS ENDED

(in thousands, except per share data) MARCH 30, 2025 MARCH 31, 2024

Net income (loss) attributable to Bloomin’ Brands $ 42,152 $ (83,872)

$ 6,912 $ 44,528 $ (48,557) $ 204,116

Net (loss) income from discontinued operations, net of tax (254) 2,908

Net income (loss) attributable to Bloomin’ Brands from continuing operations (1) 42,406 (86,780)

Income from operations adjustments (2) 6,457 12,955

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Adjustment to provision for income taxes (4) 1,130 (1,043)

Net adjustments 11,240 (3,906) 175,249 (3,906)

Net adjustments, continuing operations 7,587 147,709

Adjusted net income, continuing operations 49,993 60,929

Adjusted net (loss) income, discontinued operations (5) (254) 2,585

Adjusted net income $ 49,739 $ 63,514

Diluted earnings (loss) per share:

Continuing operations $ 0.50 $ (1.00)

Discontinued operations — 0.03

Net diluted earnings (loss) per share $ 0.50 $ (0.96)

Adjusted diluted earnings per share

Continuing operations $ 0.59 $ 0.64

Discontinued operations — 0.03

Adjusted diluted earnings per share (6)(7)

$ 0.58 $ 0.67

Diluted weighted average common shares outstanding (7) 85,130 87,024

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_________________

(1) Represents net income (loss) from continuing operations less net income attributable to noncontrolling interests.

(2) See the Adjusted Income from Operations Non-GAAP Reconciliations table above for details regarding Income from operations adjustments.

(2) Includes losses in connection with the 2025 Notes Partial Repurchase.

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

(3) Includes losses in connection with the Second 2025 Notes Partial Repurchase, including settlements of the related convertible senior note hedges and warrants.

(4) 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 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 ($10.79 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.

The thirteen weeks ended March 30, 2025 include an adjustment to income tax expense related to foreign currency gains on the Brazil sale installment receivable.

For the thirteen weeks ended March 31, 2024, the difference between GAAP and adjusted effective income tax rates primarily relates to nondeductible losses and other tax costs associated with the Second 2025 Notes Partial Repurchase.

(5) Includes net (loss) income from our Brazil operations for the periods presented.

See Note 2 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details regarding the Brazil Sale Transaction.

(6) Adjusted diluted weighted average common shares outstanding for the thirteen weeks ended March 31, 2024 were calculated including the effect of 4.3 million dilutive securities for outstanding 2025 Notes and the effect of 3.1 million dilutive securities for the Warrant Transactions, as defined below.

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

The impact of dilutive securities for the outstanding 2025 Notes and the Warrant Transactions were immaterial for the thirteen weeks ended March 30, 2025.

Adjusted diluted earnings per share and adjusted diluted weighted average common shares outstanding for the thirteen weeks ended March 31, 2024 have been recast to remove the 4.3 million share benefit of the convertible note hedge transactions we issued in connection with the offering of the 2025 Notes, which was previously included as a non-GAAP share adjustment.

(7) Due to a GAAP net loss from continuing operations, antidilutive securities are excluded from diluted weighted average common shares outstanding for the thirteen weeks ended March 31, 2024.

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

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

System-Wide Sales - System-wide sales is a non-GAAP financial measure that includes sales of all restaurants operating under our brand names, whether we own them or not.

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For a summary of sales of Company-owned restaurants, refer to Note 4 - 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.

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

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 THIRTY-NINE WEEKS ENDED

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

THIRTEEN WEEKS ENDED

(dollars in millions) MARCH 30, 2025 MARCH 31, 2024

Outback Steakhouse $ 130 $ 133

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Bonefish Grill 2 3

Aussie Grill — — 1 —

total 143 148

International

International Franchise

Outback Steakhouse - Brazil (1) 106 124

Outback Steakhouse - South Korea 80 82

Other 25 26 73 78

International total 101 110 301 332

International Franchise total 217 237

Total franchise sales $ 360 $ 385

_________________

(1) The decrease in Brazil sales primarily resulted from fluctuations in foreign exchange rates.

The thirteen weeks ended March 30, 2025, includes activity for December 31, 2024 through March 30, 2025 and the thirteen weeks ended March 31, 2024, includes activity for December 1, 2024 through February 29, 2024.

Liquidity and Capital Resources

Cash and Cash Equivalents

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 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.

federal income tax.

These amounts are not considered indefinitely reinvested in our foreign subsidiaries.

As of March 30, 2025, we had $57.7 million in cash and cash equivalents, of which $4.7 million was held by foreign affiliates.

As of March 30, 2025, we did not have aggregate undistributed foreign earnings from our consolidated foreign subsidiaries.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Borrowing Capacity and Debt Service

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:

REVOLVING CREDIT FACILITY TOTAL CREDIT FACILITIES

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

SENIOR SECURED CREDIT FACILITY TOTAL CREDIT FACILITIES

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

Balance as of December 29, 2024 $ 710,000 $ 20,724 $ 300,000 $ 1,030,724

1 unchanged sentence

2025 payments (495,000) — — (495,000)

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

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 %

Balance as of March 30, 2025 (1) $ 600,000 $ 20,724 $ 300,000 $ 920,724

Interest rates, as of March 30, 2025 (2) 6.22 % 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 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.

(1) On May 1, 2025, the 2025 Notes were settled primarily using borrowings from the revolving credit facility.

(2) Interest rate for revolving credit facility represents the weighted average interest rate as of March 30, 2025.

As of March 30, 2025, we had $583.7 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $16.3 million.

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.

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

As of March 30, 2025 and December 29, 2024, 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.

2025 Notes Partial Repurchase - On February 29, 2024, we and the Noteholders entered into the Exchange Agreements in which the Noteholders agreed to exchange $83.6 million in aggregate principal amount of our outstanding 2025 Notes for approximately 7.5 million shares of our common stock and $3.3 million in cash, including accrued interest.

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 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.

Cash flows generated from operating activities and availability under our revolving credit facility are our principal sources of liquidity, which we use for operating expenses, development of new restaurants, remodeling or relocating older restaurants, investments in technology, dividend payments and share repurchases.

Sources and Uses of Cash

Cash flows generated from operating activities and availability under our revolving credit facility are our principal sources of liquidity, which we use for operating expenses, development of new restaurants, remodeling older restaurants or relocating, investments in technology and dividend payments.

We believe that our expected liquidity sources are adequate to fund debt service requirements, lease obligations, capital expenditures and working capital obligations during the 12 months following this filing.

However, our ability to continue to meet these requirements and obligations will depend on, among other things, our ability to achieve anticipated levels of revenue and cash flow and our ability to manage costs and working capital successfully.

Brazil Sale Transaction - On December 30, 2024 we received cash proceeds, net of withheld income taxes, of $103.9 million, in U.S.

dollars based on the exchange rate on the Closing Date, representing 52% of the total Purchase Price from the Brazil Sale Transaction, and applied the proceeds to our revolving credit facility during the thirteen weeks ended March 30, 2025.

The second installment payment, representing 48% of total proceeds from the Brazil Sale Transaction, is due on December 30, 2025, which we also anticipate applying towards the revolving credit facility.

Capital Expenditures - We estimate that our capital expenditures will total approximately $190 million to $210 million in 2025.

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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 October 2024, our Board declared a quarterly cash dividend of $0.24 per share, payable on December 11, 2024.

Dividends and Share Repurchases - In April 2025, our Board declared a quarterly cash dividend of $0.15 per share, payable on June 4, 2025.

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.

In February 2024, our Board canceled the remaining $57.5 million under our former share repurchase authorization and approved a new $350.0 million share repurchase authorization.

The 2024 Share Repurchase Program includes capacity above our normal share repurchases activity to provide flexibility in retiring our 2025 Notes at or prior to their May 2025 maturity.

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

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 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 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:

In February 2024, our Board approved a $350.0 million share repurchase authorization.

As of March 30, 2025, $96.8 million remained available for repurchase.

The following table presents our dividends and share repurchases for the periods indicated:

(dollars in thousands) DIVIDENDS PAID SHARE REPURCHASES TOTAL

1 unchanged sentence

First fiscal quarter 2025 12,747 — 12,747

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

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

Total $ 95,321 $ 265,695 $ 361,016

________________

(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.

Summary of Cash Flows and Financial Condition

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

Operating Activities - The increase in net cash provided by operating activities during the thirteen weeks ended March 30, 2025 as compared to the thirteen weeks ended March 31, 2024 was primarily due to changes in working capital partially offset by lower net earnings.

Investing Activities - Net cash provided by investing activities during the thirteen weeks ended March 30, 2025 was primarily due to the proceeds from the Brazil sale, net of taxes withheld, partially offset by capital expenditures and payments on foreign currency forward contracts.

Net cash used in investing activities during the thirteen weeks ended March 31, 2024 was primarily due to capital expenditures.

Financing Activities - Net cash used in financing activities during the thirteen weeks ended March 30, 2025 was primarily due to net payments on the revolving credit facility from the proceeds on the Brazil Sale Transaction.

Net cash provided by financing activities during the thirteen weeks ended March 31, 2024 was primarily due to net

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Summary of Cash Flows and Financial Condition

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.

draws on the revolving credit facility exceeding cash used to repurchase common stock and net cash received from the partial unwind agreements relating to a portion of the convertible note hedge and warrant transactions that were entered into in connection with the issuance of the 2025 Notes.

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

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

(dollars in thousands) MARCH 30, 2025 DECEMBER 29, 2024

Current assets $ 318,881 $ 320,519

2 unchanged sentences

Working capital (deficit) includes:

(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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

(i) Unearned revenue primarily from unredeemed gift cards of $317.7 million and $374.1 million as of March 30, 2025 and December 29, 2024, respectively, and (ii) current operating lease liabilities of $161.2 million and $158.8 million as of March 30, 2025 and December 29, 2024, 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 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.

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Recently Issued Financial Accounting Standards

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.

For a description of recently issued Financial Accounting Standards that we adopted during the thirteen weeks ended March 30, 2025 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.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis