What changed in this filing

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Item 1. Financial Statements

2023-11-01 compared with 2023-05-03 · 215 added, 361 removed, 244 unchanged (70% of the section changed)

1 unchanged sentence

BRINKER INTERNATIONAL, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In millions, except per share amounts)

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2023 March 30,

2022 March 29,

2023 March 30,

Thirteen Week Periods Ended

September 27,

2023 September 28,

Company sales $ 1,002.0 $ 946.1

9 unchanged sentences

Total operating costs and expenses 988.3 975.3

Operating income 64.2 49.4 85.1 114.8

Operating income (loss) 24.2 ( 19.8 )

Interest expenses 17.0 12.3

Other income, net — ( 0.4 )

Income before income taxes 50.6 38.7 46.0 81.2

(Benefit) Provision for income taxes ( 0.1 ) 2.1 ( 2.4 ) 3.8

Net income $ 50.7 $ 36.6 $ 48.4 $ 77.4

Income (loss) before income taxes 7.2 ( 31.7 )

Provision (benefit) for income taxes — ( 1.5 )

Net income (loss) $ 7.2 $ ( 30.2 )

Basic net income per share $ 0.16 $ ( 0.69 )

2 unchanged sentences

Diluted weighted average shares outstanding 45.4 43.9

Other comprehensive income (loss)

Other comprehensive loss

Foreign currency translation adjustment $ ( 0.2 ) $ ( 1.0 )

Other comprehensive income (loss) 0.1 0.4 ( 0.8 ) ( 0.1 )

Comprehensive income $ 50.8 $ 37.0 $ 47.6 $ 77.3

Comprehensive income (loss) $ 7.0 $ ( 31.2 )

See accompanying Notes to Consolidated Financial Statements (Unaudited)

2 unchanged sentences

(In millions, except per share amounts)

September 27,

2023 June 28,

5 unchanged sentences

Prepaid expenses 24.2 17.2

Income taxes receivable, net — 4.5

Income taxes receivable 1.7 —

Total current assets 177.1 183.3

21 unchanged sentences

Other accrued liabilities 134.9 116.3

Income taxes payable, net 0.9 —

Income taxes payable 3.0 2.4

Total current liabilities 541.6 535.9

6 unchanged sentences

$ 0.10 par value;

60.3 million shares issued and 44.1 million shares outstanding at March 29, 2023, and 70.3 million shares issued and 43.8 million shares outstanding at June 29, 2022)

60.3 million shares issued;

and 44.2 million shares outstanding at September 27, 2023 and 44.6 million shares outstanding at June 28, 2023)

Additional paid-in capital 683.8 690.0

1 unchanged sentence

Accumulated deficit ( 344.7 ) ( 351.9 )

Treasury stock, at cost ( 16.2 million shares at March 29, 2023, and 26.5 million shares at June 29, 2022)

Treasury stock, at cost ( 16.1 million shares at September 27, 2023, and 15.7 million shares at June 28, 2023)

( 495.2 ) ( 482.4 )

5 unchanged sentences

(In millions)

Thirty-Nine Week Periods Ended

2023 March 30,

Thirteen Week Periods Ended

September 27,

2023 September 28,

Cash flows from operating activities

Net income $ 48.4 $ 77.4

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

Net income (loss) $ 7.2 $ ( 30.2 )

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

Depreciation and amortization 41.9 41.9

Stock-based compensation 5.7 4.7

Restructure and impairment charges 12.2 8.7

Deferred income taxes, net ( 2.0 ) ( 4.1 )

Non-cash other (gains) and charges 4.3 2.4

Net loss on disposal of assets 1.7 1.5

Other 0.6 0.4

Changes in assets and liabilities, net of the impact of acquisitions:

Changes in assets and liabilities:

Accounts receivable, net 9.7 6.1

2 unchanged sentences

Prepaid expenses ( 11.6 ) ( 9.7 )

Income taxes ( 1.1 ) 1.4

Operating lease assets, net of liabilities ( 1.3 ) ( 0.9 )

Deferred income taxes, net ( 18.9 ) ( 3.5 )

Other assets ( 0.1 ) 0.2

Accounts payable 12.8 7.1

2 unchanged sentences

Other accrued liabilities 17.5 18.7

Current income taxes 9.2 19.6

Other liabilities 2.0 0.3

3 unchanged sentences

Proceeds from note receivable 1.3 1.1

Payments for franchise restaurant acquisitions — ( 106.0 )

Proceeds from sale leaseback transactions, net of related expenses — 20.5

Proceeds from sale of assets — 0.1

Net cash used in investing activities ( 45.6 ) ( 45.6 )

2 unchanged sentences

Payments on revolving credit facility ( 115.0 ) ( 100.0 )

Payments on long-term debt ( 16.7 ) ( 17.6 )

Purchases of treasury stock ( 24.7 ) ( 2.0 )

Payments of dividends ( 0.4 ) ( 1.1 )

Payments on long-term debt ( 2.8 ) ( 5.8 )

Payments for debt issuance costs ( 0.7 ) —

Proceeds from issuance of treasury stock 2.1 0.4

Net cash used in financing activities ( 67.2 ) ( 29.2 )

Payments of dividends 0.0 ( 0.2 )

Net cash (used in) provided by financing activities ( 14.2 ) 27.0

Net change in cash and cash equivalents ( 0.7 ) 6.0

1 unchanged sentence

Cash and cash equivalents at end of period $ 14.4 $ 19.5

Supplemental disclosure of cash flow information:

Income taxes paid, net $ 3.2 $ 1.1

Interest paid, net of amounts capitalized 5.6 3.9

Accrued capital expenditures 15.1 20.3

See accompanying Notes to Consolidated Financial Statements (Unaudited)

2 unchanged sentences

(In millions)

Thirty-Nine Week Period Ended March 29, 2023

Thirteen Week Period Ended September 27, 2023

Common Stock Additional

3 unchanged sentences

Balances at June 28, 2023 $ 6.0 $ 690.0 $ ( 351.9 ) $ ( 482.4 ) $ ( 6.0 ) $ ( 144.3 )

Net loss — — ( 30.2 ) — — ( 30.2 )

Net income — — 7.2 — — 7.2

Other comprehensive loss — — — — ( 0.2 ) ( 0.2 )

Dividends — — 0.0 — — 0.0

Stock-based compensation — 5.7 — — — 5.7

1 unchanged sentence

Issuances of treasury stock — ( 11.7 ) — 11.7 — —

Retirement of stock ( 1.0 ) — ( 306.1 ) 307.1 — —

Balances at September 27, 2023 $ 6.0 $ 683.8 $ ( 344.7 ) $ ( 495.2 ) $ ( 6.2 ) $ ( 156.3 )

Net income — — 27.9 — — 27.9

Other comprehensive income — — — — 0.1 0.1

Dividends — — — — — —

Stock-based compensation — 1.2 — — — 1.2

Purchases of treasury stock — 0.0 — ( 0.1 ) — ( 0.1 )

Issuances of treasury stock — ( 0.5 ) — 0.5 — 0.0

Balances at December 28, 2022 $ 6.0 $ 688.7 $ ( 456.8 ) $ ( 499.2 ) $ ( 6.2 ) $ ( 267.5 )

Net income — — 50.7 — — 50.7

Other comprehensive income — — — — 0.1 0.1

Dividends — — — — — —

Stock-based compensation — 4.4 — — — 4.4

Purchases of treasury stock — — — ( 0.1 ) — ( 0.1 )

Issuances of treasury stock — ( 0.8 ) — 2.9 — 2.1

Balances at March 29, 2023 $ 6.0 $ 692.3 $ ( 406.1 ) $ ( 496.4 ) $ ( 6.1 ) $ ( 210.3 )

See accompanying Notes to Consolidated Financial Statements (Unaudited)

Thirty-Nine Week Period Ended March 30, 2022

Thirteen Week Period Ended September 28, 2022

Common Stock Additional

3 unchanged sentences

Balances at June 29, 2022 $ 7.0 $ 690.9 $ ( 148.4 ) $ ( 812.3 ) $ ( 5.3 ) $ ( 268.1 )

Net income — — 13.2 — — 13.2

Net loss — — ( 30.2 ) — — ( 30.2 )

Other comprehensive loss — — — — ( 1.0 ) ( 1.0 )

Dividends — — 0.0 — — 0.0

Stock-based compensation — 4.7 — — — 4.7

1 unchanged sentence

Issuances of treasury stock — ( 7.8 ) — 7.8 — —

Retirement of stock ( 1.0 ) — ( 306.1 ) 307.1 — —

Balances at September 28, 2022 $ 6.0 $ 688.0 $ ( 484.7 ) $ ( 499.6 ) $ ( 6.3 ) $ ( 296.6 )

Net income — — 27.6 — — 27.6

Other comprehensive loss — — — — ( 0.1 ) ( 0.1 )

Dividends — — 0.0 — — 0.0

Stock-based compensation — 5.6 — — — 5.6

Purchases of treasury stock — 0.0 — ( 35.1 ) — ( 35.1 )

Issuances of treasury stock — ( 1.3 ) — 1.4 — 0.1

Balances at December 29, 2021 $ 7.0 $ 683.7 $ ( 225.3 ) $ ( 787.6 ) $ ( 5.2 ) $ ( 327.4 )

Net income — — 36.6 — — 36.6

Other comprehensive income — — — — 0.4 0.4

Dividends — — 0.0 — — 0.0

Stock-based compensation — 5.3 — — — 5.3

Purchases of treasury stock — 0.0 — ( 26.1 ) — ( 26.1 )

Issuances of treasury stock — ( 1.2 ) — 1.2 — —

Balances at March 30, 2022 $ 7.0 $ 687.8 $ ( 188.7 ) $ ( 812.5 ) $ ( 4.8 ) $ ( 311.2 )

See accompanying Notes to Consolidated Financial Statements (Unaudited)

6 unchanged sentences

Revenue Recognition 8

Other Gains and Charges 11

Income Taxes 12

Net Income Per Share 12

Segment Information 12

Fair Value Measurements 9

Accrued Liabilities 10

Shareholders’ Deficit 17

Supplemental Cash Flow Information 18

Contingencies 12

Fiscal 2022 Chili’s Restaurant Acquisitions 19

Subsequent Events 20

Income Taxes 13

Shareholders’ Deficit 13

Net Income Per Share 14

Other Gains and Charges 14

Segment Information 15

Footnote Index

2 unchanged sentences

and its subsidiaries and any predecessor companies of Brinker International, Inc.

Our Consolidated Financial Statements (Unaudited) as of March 29, 2023 and June 29, 2022, and for the thirteen and thirty-nine week periods ended March 29, 2023 and March 30, 2022, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Effective for the first quarter of fiscal 2023, we are presenting certain revenue streams related to gift cards, digital entertainment, Maggiano’s banquet service charges and delivery fees within Company sales to better align with the presentation used within the casual dining industry.

Our presentation of Franchise revenues will now include only revenues related to the ongoing franchise-operated restaurants.

Comparative figures in prior years have been adjusted to conform to the current year’s presentation.

These reclassifications have no effect on Total revenues or Net income previously reported.

We are principally engaged in the ownership, operation, development and franchising of the Chili’s ® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy ® (“Maggiano’s”) restaurant brands.

As of March 29, 2023, we owned, operated or franchised 1,654 restaurants, consisting of 1,184 Company-owned restaurants and 470 franchised restaurants, located in the United States, 28 countries and two United States territories.

Our Consolidated Financial Statements (Unaudited) as of September 27, 2023 and June 28, 2023, and for the thirteen week periods ended September 27, 2023 and September 28, 2022, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The Company is principally engaged in the ownership, operation, development and franchising of the Chili’s ® Grill & Bar (“Chili’s”) and Maggiano’s Little Italy ® (“Maggiano’s”) restaurant brands.

As of September 27, 2023, we owned, operated or franchised 1,651 restaurants, consisting of 1,181 Company-owned restaurants and 470 franchised restaurants, located in the United States, 29 other countries and two United States territories.

Use of Estimates

8 unchanged sentences

Foreign Currency Translation

The foreign currency translation adjustment included in Comprehensive income in the Consolidated Statements of Comprehensive Income (Unaudited) represents the unrealized impact of translating the financial statements of our Canadian restaurants from Canadian dollars to United States dollars.

This amount is not included in Net income and would only be realized upon disposition of our Canadian restaurants.

The foreign currency translation adjustment included in the Consolidated Statements of Comprehensive Income (Loss) (Unaudited) represents the unrealized impact of translating the financial statements of our Canadian restaurants from Canadian dollars to United States dollars.

This amount is not included in Net income (loss) and would only be realized upon disposition of our Canadian restaurants.

The related Accumulated other comprehensive loss is presented in the Consolidated Balance Sheets (Unaudited).

COVID-19 Pandemic and Other Impacts to Our Operating Environment

During fiscal 2022, increasing COVID-19 cases in the United States, including the Omicron variant, significantly impacted our guest traffic and sales.

Many of our restaurants had face mask requirements and some of our restaurants had proof of vaccination requirements, for our customers, team members or both.

During fiscal 2022 and fiscal 2023, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and food and beverage costs.

The ongoing effects of COVID-19 and its variants, along with other geopolitical and macroeconomic events could lead to further capacity restrictions, mask and vaccine mandates, wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operation.

Such events could also

Footnote Index

negatively affect consumer spending potentially reducing guest traffic and/or reducing the average amount guests spend in our restaurants.

New Accounting Standards Implemented in Fiscal 2024

7 unchanged sentences

however, due to the variability and uncertainty of these future revenues based upon a sales-based measure, these future revenues are not yet estimable as the performance obligations remain unsatisfied.

Footnote Index

Deferred franchise and development fees are classified within Other accrued liabilities for the current portion expected to be recognized within the next 12 months, and Other liabilities for the long-term portion in the Consolidated Balance Sheets (Unaudited).

The following table reflects the changes in deferred franchise and development fees between June 29, 2022 and March 29, 2023:

The following table reflects the changes in deferred franchise and development fees between June 28, 2023 and September 27, 2023:

Deferred Franchise and Development Fees

Balance as of June 28, 2023 $ 11.1

Additions 1.8

Amount recognized to Franchise revenues ( 0.4 )

Balance as of March 29, 2023 $ 11.2

The following table illustrates franchise and development fees expected to be recognized in the future related to performance obligations that were unsatisfied or partially unsatisfied as of March 29, 2023:

Balance as of September 27, 2023 $ 10.7

Fiscal Year Franchise and Development Fees Revenue Recognition

1 unchanged sentence

Thereafter 6.8

Footnote Index

Deferred Gift Card Revenues

Deferred revenues related to our gift cards include the full value of unredeemed gift card balances less recognized breakage and the unamortized portion of third party fees.

The following table reflects the changes in the Gift card liability between June 29, 2022 and March 29, 2023:

The following table reflects the changes in the Gift card liability between June 28, 2023 and September 27, 2023:

Gift Card Liability

3 unchanged sentences

Gift card breakage recognized to Company sales ( 3.0 )

Other ( 0.5 )

Balance as of March 29, 2023

OTHER GAINS AND CHARGES

Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited) consist of the following:

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2023 March 30,

2022 March 29,

2023 March 30,

Lease contingencies $ 2.0 $ — $ 2.0 $ 2.9

Restaurant closure charges 1.8 1.2 6.6 1.7

Enterprise system implementation costs 1.3 0.5 3.3 1.4

Severance and other benefit charges 1.0 — 3.9 —

Remodel-related costs 0.1 0.9 1.1 4.0

Acquisition-related costs, net — 0.6 0.2 1.5

Loss from natural disasters, net of (insurance recoveries) ( 0.1 ) — 0.8 0.8

Other 0.2 2.9 1.9 4.7

$ 6.3 $ 6.1 $ 19.8 $ 17.0

• Lease contingencies includes expenses related to lease guarantees and certain sublease receivables for divested brands when we have determined it is probable that the current lessee will default on the lease obligation.

Refer to Note 13 - Contingencies for additional information about our secondarily liable lease guarantees.

• Restaurant closure charges includes costs associated with the closure of certain Chili’s and Maggiano’s restaurants.

• Enterprise system implementation costs primarily consists of software subscription fees, certain consulting fees and contract labor associated with the ongoing enterprise system implementation that are not capitalized.

• Severance and other benefit charges relates to changes in our management team and organizational structure.

• Remodel-related costs relates to assets that are removed or discarded in connection with Chili’s and Maggiano’s remodel projects.

• Acquisition-related costs, net in the prior year relates to the 68 restaurants acquired from former franchisees.

Refer to Note 14 - Fiscal 2022 Chili’s Restaurant Acquisitions for further details.

Footnote Index

• Loss from natural disasters, net of (insurance recoveries) primarily relates to Hurricane Ian in September 2022 and the Winter Storm in December 2022.

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2023 March 30,

2022 March 29,

2023 March 30,

Effective income tax rate ( 0.2 ) % 5.4 % ( 5.2 ) % 4.7 %

The federal statutory tax rate was 21.0 % for the thirteen and thirty-nine week periods ended March 29, 2023 and March 30, 2022.

The change in the effective income tax rate in the thirty-nine week period ended March 29, 2023 to the thirty-nine week period ended March 30, 2022, is primarily due to lower Income before income taxes and leverage of the FICA tip credit, partially offset by the excess tax shortfalls associated with stock-based compensation.

NET INCOME PER SHARE

Basic net income per share is computed by dividing Net income by the Basic weighted average shares outstanding for the reporting period.

Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

For the calculation of Diluted net income per share, the Basic weighted average shares outstanding is increased by the dilutive effect of stock options and restricted share awards.

Stock options and restricted share awards with an anti-dilutive effect are not included in the Diluted net income per share calculation.

Basic weighted average shares outstanding are reconciled to Diluted weighted average shares outstanding as follows:

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2023 March 30,

2022 March 29,

2023 March 30,

Basic weighted average shares outstanding 44.1 44.4 44.0 45.2

Dilutive stock options 0.1 0.1 0.0 0.2

Dilutive restricted shares 0.9 0.6 0.8 0.6

Total dilutive impact 1.0 0.7 0.8 0.8

Diluted weighted average shares outstanding 45.1 45.1 44.8 46.0

Awards excluded due to anti-dilutive effect 0.8 1.1 1.4 0.7

SEGMENT INFORMATION

Our operating segments are Chili’s and Maggiano’s.

The Chili’s segment includes the results of our Company-owned Chili’s restaurants, which are principally located in the United States, within the full-service casual dining segment of the industry.

The Chili’s segment also has Company-owned restaurants in Canada, and franchised locations in the United States, 28 countries and two United States territories.

The Maggiano’s segment includes the results of our Company-owned Maggiano’s restaurants in the United States as well as the results from our domestic franchise business.

The Other segment includes costs related to our restaurant support teams for the Chili’s and Maggiano’s brands, including operations, finance, franchise, marketing, human resources and culinary innovation.

The Other segment also includes costs related to the common and shared infrastructure, including accounting, information technology, purchasing, guest relations, legal and restaurant development.

Company sales for each segment include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, gift card breakage, Maggiano’s banquet service charge income, delivery, digital entertainment revenues, merchandise income and gift card discount costs from third-party gift card sales.

Franchise revenues for each operating segment include royalties, franchise advertising fees, franchise and development fees and gift card equalization.

Footnote Index

We do not rely on any major customers as a source of sales, and the customers and long-lived assets of our operating segments are predominantly located in the United States.

There were no material transactions amongst our operating segments.

Our chief operating decision maker uses Operating income as the measure for assessing performance of our segments.

Operating income includes revenues and expenses directly attributable to segment-level results of operations.

Restaurant expenses during the periods presented primarily includes restaurant rent, supplies, repair and maintenance expenses, utilities, delivery fees, advertising, credit card processing fees, and property taxes.

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:

Thirteen Week Period Ended March 29, 2023

Chili’s Maggiano's Corporate Consolidated

Company sales $ 953.2 $ 119.7 $ — $ 1,072.9

Franchise revenues 10.2 0.1 — 10.3

Total revenues 963.4 119.8 — 1,083.2

Food and beverage costs 257.9 29.6 — 287.5

Restaurant labor 322.0 39.2 — 361.2

Restaurant expenses 247.5 33.1 0.3 280.9

Depreciation and amortization 36.7 3.3 2.5 42.5

General and administrative 8.8 2.0 29.8 40.6

Other (gains) and charges 2.2 0.4 3.7 6.3

Total operating costs and expenses 875.1 107.6 36.3 1,019.0

Operating income (loss) 88.3 12.2 ( 36.3 ) 64.2

Interest expenses 1.0 — 13.2 14.2

Other income, net — — ( 0.6 ) ( 0.6 )

Income (loss) before income taxes $ 87.3 $ 12.2 $ ( 48.9 ) $ 50.6

Thirteen Week Period Ended March 30, 2022

Maggiano's Corporate Consolidated

Company sales (2)

$ 870.2 $ 100.7 $ — $ 970.9

Franchise revenues (2)

9.4 0.1 — 9.5

Total revenues 879.6 100.8 — 980.4

Food and beverage costs 245.6 24.7 — 270.3

Restaurant labor 295.0 34.1 — 329.1

Restaurant expenses 215.2 28.7 0.2 244.1

Depreciation and amortization 35.9 3.4 2.9 42.2

General and administrative 9.5 2.3 27.4 39.2

Other (gains) and charges 5.2 — 0.9 6.1

Total operating costs and expenses 806.4 93.2 31.4 931.0

Operating income (loss) 73.2 7.6 ( 31.4 ) 49.4

Interest expenses 1.2 0.1 9.8 11.1

Other income, net — — ( 0.4 ) ( 0.4 )

Income (loss) before income taxes $ 72.0 $ 7.5 $ ( 40.8 ) $ 38.7

Footnote Index

Thirty-Nine Week Period Ended March 29, 2023

Chili’s Maggiano's Corporate Consolidated

Company sales $ 2,663.1 $ 365.3 $ — $ 3,028.4

Franchise revenues 28.9 0.4 — 29.3

Total revenues 2,692.0 365.7 — 3,057.7

Food and beverage costs 772.5 93.9 — 866.4

Restaurant labor 908.7 117.7 — 1,026.4

Restaurant expenses 718.5 99.0 0.6 818.1

Depreciation and amortization 108.7 9.8 7.7 126.2

General and administrative 26.8 6.0 82.9 115.7

Other (gains) and charges 10.9 1.2 7.7 19.8

Total operating costs and expenses 2,546.1 327.6 98.9 2,972.6

Operating income (loss) 145.9 38.1 ( 98.9 ) 85.1

Interest expenses 2.9 0.2 37.3 40.4

Other income, net — — ( 1.3 ) ( 1.3 )

Income (loss) before income taxes $ 143.0 $ 37.9 $ ( 134.9 ) $ 46.0

Segment assets $ 2,116.8 $ 227.2 $ 134.1 $ 2,478.1

Segment goodwill 156.4 38.4 — 194.8

Payments for property and equipment 119.4 10.7 6.5 136.6

Thirty-Nine Week Period Ended March 30, 2022

Maggiano's Corporate Consolidated

Company sales (2)

$ 2,445.5 $ 306.8 $ — $ 2,752.3

Franchise revenues (2)

29.9 0.4 — 30.3

Total revenues 2,475.4 307.2 — 2,782.6

Food and beverage costs 683.8 73.6 — 757.4

Restaurant labor 846.1 103.3 — 949.4

Restaurant expenses 624.8 86.8 0.5 712.1

Depreciation and amortization 104.3 10.2 8.6 123.1

General and administrative 24.7 6.2 77.9 108.8

Other (gains) and charges 10.2 0.2 6.6 17.0

Total operating costs and expenses 2,293.9 280.3 93.6 2,667.8

Operating income (loss) 181.5 26.9 ( 93.6 ) 114.8

Interest expenses 4.0 0.3 30.5 34.8

Other income, net ( 0.3 ) — ( 0.9 ) ( 1.2 )

Income (loss) before income taxes $ 177.8 $ 26.6 $ ( 123.2 ) $ 81.2

Payments for property and equipment $ 96.7 $ 6.8 $ 5.5 $ 109.0

(1) Chili’s segment information includes the results of operations and the fair values of assets related to the 68 restaurants purchased from three former franchisees subsequent to the various acquisition dates during fiscal 2022.

Refer to Note 14 - Fiscal 2022 Chili’s Restaurant Acquisitions for further details.

(2) Certain changes in presentation have been made to fiscal 2022 revenue amounts to enhance comparability to the fiscal 2023 presentation.

These reclassifications have no effect on Total revenues or Net income previously reported.

Refer to Note 1 - Basis of Presentation for further details.

Footnote Index

Balance as of September 27, 2023

FAIR VALUE MEASUREMENTS

4 unchanged sentences

Level 3 Unobservable inputs that cannot be corroborated by observable market data

Footnote Index

Financial Instruments

4 unchanged sentences

The 5.000 % notes and 8.250 % notes carrying amounts, which are net of unamortized debt issuance costs and discounts, and fair values are as follows:

March 29, 2023 June 29, 2022

September 27, 2023 June 28, 2023

Carrying Amount Fair Value Carrying Amount Fair Value

2 unchanged sentences

8.250 % notes 344.5 342.6 344.3 348.3

348.8 341.6 348.2 329.0

Non-Financial Assets

3 unchanged sentences

We record an impairment charge for the excess of the carrying amount over the fair value.

Any impairment charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Unaudited).

During the thirteen and thirty-nine week periods ended March 29, 2023 and March 30, 2022, no indicators of impairment were identified.

Any impairment charges are included in Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Loss) (Unaudited).

During the thirteen week periods ended September 27, 2023 and September 28, 2022, no indicators of impairment were identified.

Intangibles, net in the Consolidated Balance Sheets (Unaudited) includes both indefinite-lived intangible assets such as transferable liquor licenses and definite-lived intangible assets such as reacquired franchise rights.

Accumulated amortization associated with definite-lived intangible assets at March 29, 2023 and June 29, 2022, was $ 14.8 million and $ 12.6 million, respectively.

Chili’s Restaurant Acquisitions

In fiscal 2022, we completed the acquisition of 68 Chili’s restaurants from three former franchisees.

The preliminary fair value of assets acquired and liabilities assumed for these restaurants utilized Level 3 inputs.

The fair values of intangible assets acquired were primarily based on significant inputs not observable in an active market, including estimates of replacement costs, future cash flows, and discount rates.

Refer to Note 14 - Fiscal 2022 Chili’s Restaurant Acquisitions for further details.

Accumulated amortization associated with definite-lived intangible assets at September 27, 2023 and June 28, 2023, was $ 16.0 million and $ 15.3 million, respectively.

ACCRUED LIABILITIES

Other accrued liabilities consist of the following:

September 27,

2023 June 28,

Property tax $ 29.4 $ 24.5

Insurance 27.9 29.3

Interest 17.1 6.4

Sales tax 16.6 17.3

Utilities and services 10.7 10.4

Current installments of finance lease obligations 10.2 10.2

Other 23.0 18.2

$ 134.9 $ 116.3

Footnote Index

1 unchanged sentence

In addition to our restaurant facilities, we also lease our corporate headquarters location and certain equipment.

The components of lease expenses included in the Consolidated Statements of Comprehensive Income (Unaudited) were as follows:

Thirteen Week Periods Ended Thirty-Nine Week Periods Ended

2023 March 30,

2022 March 29,

2023 March 30,

The components of lease expenses included in the Consolidated Statements of Comprehensive Income (Loss) (Unaudited) were as follows:

Thirteen Week Periods Ended

September 27,

2023 September 28,

Operating lease cost $ 45.6 $ 45.1

5 unchanged sentences

Total lease costs, net $ 65.0 $ 66.2

Supplemental cash flow information related to leases:

Thirteen Week Periods Ended

September 27,

2023 September 28,

Operating lease assets obtained in exchange for operating lease liabilities

Finance leases assets obtained in exchange for finance lease liabilities

Finance lease assets are recorded in Property and equipment, at cost, and the net balance as of September 27, 2023 and June 28, 2023 was $ 48.1 million and $ 51.3 million, respectively.

Long-term debt consists of the following:

September 27,

2023 June 28,

3 unchanged sentences

Finance lease obligations 65.1 67.8

Total long-term debt and finance leases 944.9 1,011.5

Total long-term debt 940.4 929.1

unamortized debt issuance costs and discounts ( 6.3 ) ( 6.7 )

2 unchanged sentences

( 10.2 ) ( 10.2 )

Long-term debt and finance leases, less current installments $ 930.7 $ 989.1

(1) Obligations under our 3.875% notes, which will mature on May 15, 2023 , have been classified as long-term, reflecting our intent and ability to refinance these notes through our existing revolving credit facility.

Total long-term debt, less current portion $ 923.9 $ 912.2

(1) Current installments of long-term debt consist of finance leases and are recorded within Other accrued liabilities in the Consolidated Balance Sheets (Unaudited).

Refer to Note 4 - Accrued Liabilities for further details.

Revolving Credit Facility

In the thirty-nine week period ended March 29, 2023, net repayments of $ 50.0 million were made on our revolving credit facility.

As of March 29, 2023, $ 578.7 million of credit was available under the revolving credit facility.

The $ 800.0 million revolving credit facility matures on August 18, 2026 and bears interest of LIBOR plus an applicable margin of 1.500 % to 2.250 % and an undrawn commitment fee of 0.250 % to 0.350 %, both based on a function of our debt-to-cash-flow ratio.

As of March 29, 2023, our interest rate was 6.875 % consisting of LIBOR of 4.875 % plus the applicable margin of 2.000 %.

Footnote Index

Revolving Credit Facility

In the thirteen week period ended September 27, 2023, net borrowings of $ 14.0 million were drawn on our revolving credit facility.

As of September 27, 2023, $ 724.7 million of credit was available under the revolving credit facility.

The $ 900.0 million revolving credit facility matures on August 18, 2026 and bears interest of SOFR plus an applicable margin of 1.50 % to 2.25 % and an undrawn commitment fee of 0.25 % to 0.35 %, both based on a function of our debt-to-cash-flow ratio.

As of September 27, 2023, our interest rate was 7.17 % consisting of SOFR of 5.32 % plus the applicable margin and spread adjustment of 1.85 %.

Financial Covenants

Our debt agreements contain various financial covenants that, among other things, require the maintenance of certain leverage ratios.

As of March 29, 2023, we were in compliance with our covenants pursuant to the $800.0 million revolving credit facility and under the terms of the indentures governing our 3.875% notes and 5.000% notes .

We expect to remain in compliance with our covenants during the remainder of fiscal 2023.

ACCRUED LIABILITIES

Other accrued liabilities consist of the following:

2023 June 29,

Insurance $ 24.6 $ 23.5

Property tax 20.4 23.3

Sales tax 20.2 14.4

Interest 13.9 6.5

Current installments of long-term debt and finance leases 12.9 20.3

Utilities and services 10.3 9.6

Other 24.6 18.5

$ 126.9 $ 116.1

SHAREHOLDERS’ DEFICIT

Retirement of Common Stock

During the first quarter of fiscal 2023, the Board of Directors approved the retirement of 10.0 million shares of Treasury stock for a weighted average price per share of $ 30.71 .

As of March 29, 2023, 16.2 million shares remain in treasury.

Share Repurchases

Our Board of Directors approved a $ 300.0 million share repurchase program during fiscal 2022.

Our share repurchase program is used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards.

We evaluate potential share repurchases under our plan based on several factors, including our cash position, share price, operational liquidity, proceeds from divestitures, borrowings and planned investment and financing needs.

In the thirty-nine week period ended March 29, 2023, we repurchased 0.1 million shares of our common stock for $ 2.2 million, all of which were purchased from team members to satisfy tax withholding obligations on the vesting of restricted shares.

These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase plan.

As of March 29, 2023, approximately $ 204.0 million of share repurchase authorization remains under the current share repurchase program.

Stock-based Compensation

The following table presents the restricted share awards granted and related weighted average fair value per share amounts.

Thirty-Nine Week Periods Ended

2023 March 30,

Restricted share awards

Restricted share awards granted 0.7 0.4

Weighted average fair value per share $ 29.69 $ 52.89

Footnote Index

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for income taxes and interest is as follows:

Thirty-Nine Week Periods Ended

2023 March 30,

Income taxes, net

$ 7.7 $ ( 11.6 )

Interest, net of amounts capitalized 30.0 23.5

Non-cash operating, investing and financing activities are as follows:

Thirty-Nine Week Periods Ended

2023 March 30,

Operating lease additions (1)

$ 59.1 $ 214.7

Finance lease additions 0.2 12.6

Accrued capital expenditures 13.5 7.6

Retirement of fully depreciated assets 94.2 120.9

(1) The thirty-nine week period ended March 30, 2022 primarily included operating lease additions associated with the 66 restaurants purchased from three former franchisees and the modifications of 25 real estate leases.

Refer to Note 14 - Fiscal 2022 Chili’s Restaurant Acquisitions for further details.

As of September 27, 2023, we were in compliance with our covenants pursuant to the $900.0 million revolving credit facility and under the terms of the indentures governing our 5.000% and 8.250% notes .

CONTINGENCIES

1 unchanged sentence

We have, in certain cases, divested brands or sold restaurants to franchisees and have not been released from lease guarantees for the related restaurants.

As of March 29, 2023 and June 29, 2022, we have outstanding lease guarantees or are secondarily liable for an estimated $ 19.7 million and $ 26.3 million, respectively.

These amounts represent the maximum known potential liability of rent payments under the leases.

As of September 27, 2023 and June 28, 2023, we have outstanding lease guarantees or are secondarily liable for an estimated $ 14.6 million and $ 16.9 million, respectively.

These amounts represent the maximum known potential liability of rent payments under the leases, but outstanding rent payments can exist outside of our knowledge as a result of the landlord and tenant relationship being between two third parties.

These leases have been assigned to the buyers and expire at the end of the respective lease terms, which range from fiscal 2024 through fiscal 2029.

1 unchanged sentence

In the event of default under a lease by an owner of a divested brand, the indemnity and default clauses in our agreements with such third parties and applicable laws govern our ability to pursue and recover amounts we may pay on behalf of such parties.

In fiscal 2023, we recorded a $ 2.0 million charge, including a $ 1.4 million contingent loss related to the lease guarantees, in Other (gains) and charges in the Consolidated Statements of Comprehensive Income.

As of March 29, 2023, we have contingent liabilities of $ 2.5 million for our estimated exposure of the lease defaults related to these lease guarantees.

These contingent liabilities are classified within Other accrued liabilities in the Consolidated Balance Sheets (Unaudited).

In the thirteen week period ended September 27, 2023 we recorded a $ 0.5 million charge in Other (gains) and charges in the Consolidated Statements of Comprehensive Income.

Letters of Credit

We provide letters of credit to various insurers to collateralize obligations for outstanding claims.

As of March 29, 2023, we had $ 5.8 million in undrawn standby letters of credit outstanding.

As of September 27, 2023, we had $ 5.8 million in undrawn standby letters of credit outstanding.

All standby letters of credit are renewable within the next 12 months.

3 unchanged sentences

In connection with this event, the Company was also named as a defendant in a putative class action lawsuit in the United States District Court for the Middle District of Florida (the “Litigation”) relating to this incident.

In the Litigation, plaintiffs assert

In the Litigation, plaintiffs assert various claims at the Company’s Chili’s restaurants involving customer payment card information and seek monetary damages in excess of $ 5.0 million, injunctive and declaratory relief, and attorney’s fees and costs.

On August 15, 2023, we filed a Petition for Panel or En Banc Rehearing seeking further review by the Eleventh Circuit Court of Appeals of the panel’s July 11, 2023, decision vacating in part the district court’s class certification order.

Rehearing was sought to address the panel’s upholding of the plaintiffs’ damages methodology.

The Eleventh Circuit denied our petition on September 15, 2023.

We are exploring the option of petitioning the United States Supreme Court for further review.

All matters at the district court remain stayed.

We believe we have defenses and

Footnote Index

various claims at the Company’s Chili’s restaurants involving customer payment card information and seek monetary damages in excess of $ 5.0 million, injunctive and declaratory relief, and attorney’s fees and costs.

Oral argument of our appeal of the district court’s class certification order was held before the Eleventh Circuit Court of Appeals on June 8, 2022 in Jacksonville, Florida.

We await the court’s ruling.

In the interim, all matters at the district court have been stayed.

We believe we have defenses and intend to continue defending the Litigation.

As such, as of March 29, 2023, we have concluded that a loss, or range of loss, from this matter is not determinable, therefore, we have not recorded a liability related to the Litigation.

intend to continue defending the Litigation.

As such, as of September 27, 2023, we have concluded that a loss, or range of loss, from this matter is not determinable, therefore, we have not recorded a liability related to the Litigation.

We will continue to evaluate this matter based on new information as it becomes available.

5 unchanged sentences

Based upon consultation with legal counsel, management is of the opinion that there are no matters pending or threatened which are expected to have a material adverse effect, individually or in the aggregate, on the consolidated financial condition or results of operations.

FISCAL 2022 CHILI’S RESTAURANT ACQUISITIONS

During fiscal 2022, we completed three acquisitions of certain assets and liabilities related to previously franchised Chili’s locations, as follows:

• Mid-Atlantic Region Acquisition - On September 2, 2021, we acquired 23 previously franchised Chili’s restaurants located in the Mid-Atlantic region of the United States for a total purchase price of $ 47.7 million, including post-closing adjustments.

The acquisition was funded with borrowings from our existing credit facility and proceeds from a sale leaseback transaction completed simultaneously with the acquisition.

• Great Lakes Region Acquisition - On October 31, 2021, we acquired 37 previously franchised Chili’s restaurants located in the Great Lakes and Northeast region of the United States for a total purchase price of $ 57.1 million, including post-closing adjustments, funded with borrowings from our existing credit facility.

• Northwest Region Acquisition - On February 1, 2022, we acquired six previously franchised Chili’s restaurants and on May 5, 2022, we acquired two additional previously franchised Chili’s restaurants located in the Northwest region of the United States for a total purchase price of $ 2.0 million, including post-closing adjustments, funded with borrowings from our existing credit facility.

Pro-forma financial information for these acquisitions are not presented due to the immaterial impact of the financial results of the acquired restaurants in the Consolidated Financial Statements (Unaudited).

We accounted for each of these acquisitions as a business combination.

The assets and liabilities of the acquired restaurants were recorded at their fair values.

The results of operations, and assets and liabilities, of these restaurants are included in the Consolidated Financial Statements (Unaudited) from the acquisition dates.

Thirteen Week Periods Ended

September 27,

2023 September 28,

Effective income tax rate — % 4.7 %

The federal statutory tax rate was 21.0 % for the thirteen week periods ended September 27, 2023 and September 28, 2022.

The effective income tax rate in the thirteen week period ended September 27, 2023 decreased compared to the thirteen week period ended September 28, 2022.

The decrease is primarily due to a less favorable impact from the FICA tip tax credit against higher Income before income taxes.

SHAREHOLDERS’ DEFICIT

Retirement of Common Stock

During the first quarter of fiscal 2023, the Board of Directors approved the retirement of 10.0 million shares of Treasury stock for a weighted average price per share of $ 30.71 .

As of September 27, 2023, 16.1 million shares remain in treasury.

Share Repurchases

Our Board of Directors approved a $ 300.0 million share repurchase program during fiscal 2022.

Our share repurchase program is used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards.

In the thirteen week period ended September 27, 2023, we repurchased 0.8 million shares of our common stock for $ 24.7 million, including 0.7 million shares purchased for $ 21.0 million as part of our share repurchase program and 0.1 million shares purchased from team members to satisfy tax withholding obligations on the vesting of restricted shares.

These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase plan.

As of September 27, 2023, approximately $ 183.0 million of share repurchase authorization remains under the current share repurchase program.

Footnote Index

The fair values of tangible and intangible assets acquired were primarily based on significant inputs not observable in an active market, including estimates of replacement costs, future cash flows and discount rates.

These inputs represent Level 3 fair value measurements as defined under GAAP.

The amounts recorded for the fair value of acquired assets and liabilities at the acquisition dates for the material acquisitions are as follows:

Mid-Atlantic Region Great Lakes Region

Fair Value September 2, 2021 Fair Value October 31, 2021

Current assets $ 1.4 $ 2.1

Property and equipment 46.2 43.6

Operating lease assets 23.6 47.8

Reacquired franchise rights (1)

Current liabilities ( 1.4 ) ( 1.4 )

Finance lease liabilities, less current portion ( 3.7 ) —

Operating lease liabilities, less current portion ( 23.1 ) ( 46.8 )

Net assets acquired (3)

Stock-based Compensation

The following table presents the restricted share awards granted and related weighted average fair value per share amounts.

Thirteen Week Periods Ended

September 27,

2023 September 28,

Restricted share awards

Restricted share awards granted 0.6 0.5

Weighted average fair value per share $ 33.12 $ 28.42

NET INCOME PER SHARE

Basic net income per share is computed by dividing Net income (loss) by the Basic weighted average shares outstanding for the reporting period.

Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

For the calculation of Diluted net income per share, the Basic weighted average shares outstanding is increased by the dilutive effect of stock options and restricted share awards.

Stock options and restricted share awards with an anti-dilutive effect are not included in the Diluted net income per share calculation.

Basic weighted average shares outstanding are reconciled to Diluted weighted average shares outstanding as follows:

Thirteen Week Periods Ended

September 27,

2023 September 28,

Basic weighted average shares outstanding 44.6 43.9

Dilutive stock options (1)

Dilutive restricted shares (1)

Total dilutive impact 0.8 —

Diluted weighted average shares outstanding 45.4 43.9

Awards excluded due to anti-dilutive effect 0.8 2.8

(1) Due to the net loss for the thirteen week period ended September 28, 2022, zero incremental shares are included because the effect would be anti-dilutive.

OTHER GAINS AND CHARGES

Other (gains) and charges in the Consolidated Statements of Comprehensive Income (Loss) (Unaudited) consist of the following:

Thirteen Week Periods Ended

September 27,

2023 September 28,

Litigation & claims, net $ 2.2 $ 0.5

Enterprise system implementation costs 2.0 1.0

Restaurant closure asset write-offs and charges 0.6 1.5

Lease contingencies 0.5 —

Remodel-related asset write-offs 0.2 0.8

Other 0.8 1.2

• Litigation & claims, net primarily relates to legal contingencies and claims on alcohol service cases.

Footnote Index

• Enterprise system implementation costs primarily consists of software subscription fees, certain consulting fees, and contract labor associated with the ongoing enterprise system implementation that are not capitalized.

• Restaurant closure asset write-offs and charges includes costs associated with the closure of certain Chili’s restaurants in the current year and both Chili’s and Maggiano’s restaurants in the prior year.

• Lease contingencies includes expenses related to certain sublease receivables for divested brands when we have determined it is probable that the current lessee will default on the lease obligation.

Refer to Note 7 - Contingencies for additional information about our secondarily liable lease guarantees.

• Remodel-related asset write-offs relates to assets that are removed or discarded in connection with Maggiano’s and Chili’s remodel projects.

SEGMENT INFORMATION

Our operating segments are Chili’s and Maggiano’s.

The Chili’s segment also has Company-owned restaurants in Canada, and franchised locations in the United States, 29 other countries and two United States territories.

The Maggiano’s segment includes the results of our Company-owned Maggiano’s restaurants in the United States as well as the results from our domestic franchise business.

The Corporate segment includes costs related to our restaurant support teams for the Chili’s and Maggiano’s brands, including operations, finance, franchise, marketing, human resources and culinary innovation.

The Corporate segment also includes costs related to the common and shared infrastructure, including accounting, information technology, purchasing, guest relations, legal and restaurant development.

Company sales for each segment include revenues generated by the operation of Company-owned restaurants including food and beverage sales, net of discounts, Maggiano’s banquet service charge income, gift card breakage, delivery, digital entertainment revenues, merchandise income and are net of gift card discounts from third-party gift card sales.

Franchise revenues for each operating segment include royalties, franchise advertising fees, franchise and development fees and gift card equalization.

We do not rely on any major customers as a source of sales , and the customers and long-lived assets of our operating segments are predominantly located in the United States.

There were no material transactions amongst our operating segments.

Our chief operating decision maker uses Operating income (loss) as the measure for assessing performance of our segments.

Operating income includes revenues and expenses directly attributable to segment-level results of operations.

Restaurant expenses during the periods presented primarily includes restaurant rent, repairs and maintenance, delivery fees and to-go supplies, supplies, utilities, advertising, credit card processing fees, and workers’ compensation and general liability insurance.

Footnote Index

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP:

Thirteen Week Period Ended September 27, 2023

Chili’s Maggiano's Corporate Consolidated

Company sales $ 897.8 $ 104.2 $ — $ 1,002.0

Franchise revenues 10.3 0.2 — 10.5

Total revenues 908.1 104.4 — 1,012.5

Food and beverage costs 233.1 25.7 — 258.8

Restaurant labor 311.0 37.1 — 348.1

Restaurant expenses 258.5 32.2 0.1 290.8

Depreciation and amortization 36.2 3.2 2.5 41.9

General and administrative 10.0 2.4 30.0 42.4

Other (gains) and charges 3.7 0.2 2.4 6.3

Total operating costs and expenses 852.5 100.8 35.0 988.3

Operating income (loss) 55.6 3.6 ( 35.0 ) 24.2

Interest expenses 0.8 0.1 16.1 17.0

Other income, net — — — —

Income (loss) before income taxes $ 54.8 $ 3.5 $ ( 51.1 ) $ 7.2

Segment assets $ 2,066.7 $ 245.5 $ 162.6 $ 2,474.8

Payments for property and equipment 38.9 5.2 2.8 46.9

Thirteen Week Period Ended September 28, 2022

Maggiano's Corporate Consolidated

Company sales

$ 840.6 $ 105.5 $ — $ 946.1

(1) Reacquired franchise rights related to the Mid-Atlantic Region acquisition and Great Lakes Region acquisition both have weighted average amortization periods of approximately 15 years.

(2) Goodwill is expected to be deductible for tax purposes.

The portion of the purchase price attributable to goodwill represents the benefits expected as a result of the acquisition, including sales and unit growth opportunities, and the benefit of the assembled workforce of the acquired restaurants.

(3) Net assets acquired at fair value related to the Mid-Atlantic Region acquisition are equal to the total purchase price of $ 48.0 million, less $ 0.3 million of closing adjustments.

Net assets acquired at fair value related to the Great Lakes Region acquisition are equal to the total purchase price of $ 56.0 million, plus $ 1.1 million of closing adjustments.

SUBSEQUENT EVENTS

On May 2, 2023, we amended our $ 800.0 million revolving credit facility to increase the capacity to $ 900.0 million and to adopt SOFR as the new benchmark rate, replacing LIBOR .

We do not expect the adoption of SOFR to have a material impact on our Consolidated Financial Statements (Unaudited).

Additionally, there were no other material changes to the terms and conditions of the revolving credit facility.

Franchise revenues

9.3 0.1 — 9.4

Total revenues 849.9 105.6 — 955.5

Food and beverage costs 260.9 28.6 — 289.5

Restaurant labor 294.4 36.2 — 330.6

Restaurant expenses 236.9 31.7 0.2 268.8

Depreciation and amortization 36.0 3.2 2.7 41.9

General and administrative 9.5 2.5 27.5 39.5

Other (gains) and charges 3.0 0.5 1.5 5.0

Total operating costs and expenses 840.7 102.7 31.9 975.3

Operating income (loss) 9.2 2.9 ( 31.9 ) ( 19.8 )

Interest expenses 1.0 0.1 11.2 12.3

Other income, net — — ( 0.4 ) ( 0.4 )

Income (loss) before income taxes $ 8.2 $ 2.8 $ ( 42.7 ) $ ( 31.7 )

Payments for property and equipment $ 42.7 $ 1.9 $ 2.1 $ 46.7

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 1. Financial Statements